TIDMGHS
RNS Number : 1557Q
Gresham House Strategic PLC
25 November 2016
Gresham House Strategic plc
Interim Results for the six months to 30 September 2016
Gresham House Strategic plc ("GHS" or "the Company") is pleased
to announce its unaudited half year results for the period ended 30
September 2016.
GHS invests primarily in UK and European smaller public
companies, applying private equity techniques and due diligence
alongside a value investment philosophy to construct a focused
portfolio expected to be comprised of 10-15 companies.
The investment manager aims for a considerably higher level of
engagement with investee company stakeholders, including:
management, shareholders, customers, suppliers and competitors, in
order to identify market pricing inefficiencies and support a clear
equity value creation plan, targeting above market returns over the
longer term
Highlights
-- New investment of growth capital in Northbridge Industrial
Services plc and subsequent increase in stake to 10.9%
-- Significant second investment of growth capital in Be Heard
backing the acquisition of MMT Digital, increasing stake to
10.6%
-- Strategic co-investment agreement with Gresham House
Strategic Public Equity Fund LP, leading to GBP4.6m cash realised
on the sale of 23.0% of original holding in IMImobile
-- Strong operating and strategic progress within majority of
the portfolio, driving 8.5% NAV per share growth outperforming the
FTSE small-cap (ex Investment Trusts) Index by 2.0%
Financial Highlights
-- Portfolio valuation (including cash and other net assets) of
GBP39.9 million (30 September 2015: GBP36.0 million)
-- Realised and unrealised gains on investment of GBP3.7m (30 September 2015: GBP2.9 million)
-- Profit before tax of GBP3.2 million (30 September 2015: GBP0.5 million loss)
-- At the period end circa 15p per share available for return to
shareholders according to the policy to return half of net profit
on realised gains on investment
Post-Period End Highlights
Two further investments made / committed;
-- GBP1m pre-IPO, convertible loan note investment in a private
company, MJ Hudson, the integrated adviser and service provider to
the alternative asset management industry and;
-- Initial GBP0.8 million commitment to invest in Warpaint
London plc, a fast growing global cosmetics brand expected to be
admitted to trading on AIM at the end of November 2016
The full version of the GHS interim report will be available on
its website later today at www.ghsplc.com.
For further information, please contact:
Gresham House Strategic David Potter
plc Chairman 07711 450 391
Gresham House plc/
Gresham House Asset Graham Bird
Management Ltd Investment Manager 020 3757 5613
finnCap
Nominated Adviser Matt Goode/
and Broker Emily Watts 020 7220 0500
Attila Consultants Charles Cook 020 7947 4489
Sorrel Davies 07710 910563
Liberum Peter Tracey/
Joint Broker Neil Elliot 020 3100 2000
CHAIRMAN'S STATEMENT
I am pleased to present our interim report for the half year
ending 30 September 2016. The period was characterised by the focus
on Britain's vote to leave the European Union and its effect on
markets and sentiment. It spanned the vote on 23 June, with the
first half of the period focused on the uncertainty surrounding
which way the vote would fall, and the second half focused on what
sort of Brexit the UK might adopt.
The result has been uncertainty throughout the period and I
believe our investment manager, Gresham House Asset Management
(GHAM), has been entirely correct in moving cautiously to invest
our significant cash and other net assets (GBP14.7m and 36.9 % of
NAV at 30 September 2016).
New investments and additions were made in Northbridge, Be Heard
and Miton, as described in the manager's report. Since the end of
the first half a new pre-IPO investment has been made in advisor
and specialist service provider to alternative asset managers, MJ
Hudson. The Company has also committed to invest in Warpaint London
plc, a fast growing cosmetics business due to be admitted to AIM at
the end of November 2016.
We reduced our holding in IMImobile as part of a strategic
co-investment with GHAM benefiting portfolio construction and in so
doing realised a sizeable profit on part of our holding, which is
more fully described in the manager's report. IMImobile continues
to perform strongly, benefitting from the powerful global trend in
data consumption and engagement via smart phones and other mobile
devices which supports the company's positioning. We continue to
remain positive about the company and its prospects and it still
represents a significant position, in excess of 34% of the
Company's current portfolio.
I am sure the combination of our strong cash position and the
concentration of IMImobile in the portfolio does contribute to the
discount to NAV (25% at 30 September 2016), however, we believe
that the manager's position on both of these has been justified in
the circumstances. Following the marketing efforts that have been
made, coupled with some excellent research and media coverage, we
have welcomed a number of new shareholders. Members of the Board
and the investment team increased their personal stakes in your
Company during the period, a sign of commitment, confidence in the
portfolio and strong alignment.
As mentioned in my statement in the 2016 annual report, it is
the Board's intention to commence dividend payments by distributing
to shareholders 50% of net profits on realisations at the end of
the financial year. To date we have had two such realisations,
which in accordance with our proposed policy would give rise to
approximately 15p per share available to return to shareholders.
Details of any proposed dividend or other returns to shareholders
will be announced with the full year results in 2017.
The Board is confident in the performance of and prospects for
our investee companies. While we remain cautious, given the
uncertain backdrop surrounding Brexit, select smaller companies
continue to grow and increasingly need long term supportive
shareholders who can provide growth capital and invest for the
longer term. We are seeing a number of such opportunities and for
this reason we remain confident in the outlook for our
strategy.
I would like to thank our shareholders, old and new, for their
continued support.
David Potter
Chairman
25 November 2016
INVESTMENT PORTFOLIO HOLDINGS
(As at 30 September 2016 also including two post period end
investments)
IMImobile
UK based global provider of software and services that enables
organisations to maximise the potential of mobile technologies to
improve customer engagement by providing a cloud based platform and
a suite of software products to help clients rapidly create and
deploy mobile and digital user journeys.
Deal type
Secondary - growth and re-rating
% ownership of the company
13.5%
% of total portfolio
37.6%
Value
GBP15.0m
Be Heard
A digital marketing group operating at the intersection of
marketing, technology and e-commerce. The company's vision is to
build an agile interconnected group focused on helping clients
maximise their return on investment from digital marketing. Their
strategy is to acquire and connect best-in-class companies spanning
the core digital marketing disciplines, providing management
experience, access to deeper resources and a strong platform for
growth.
Deal type
Growth capital supporting buy and build strategy
% ownership of the company
10.6%
% of total portfolio
6.8%
Value
GBP2.7m
The Quarto Group
The leading global illustrated book publisher and distribution
group focused on niche areas of publishing such as cooking and
children's books. The business covers subjects that can be better
explained using illustrations or photographs.
Deal type
Secondary with primary growth capital supporting
acquisitions
% ownership of the company
4.4%
% of total portfolio
6.3%
Value
GBP2.5m
Northbridge
Hires and sells specialist industrial equipment and is the
market leading global supplier of loadbanks. The business also
supplies the oil and gas sector with specialist drill tools. The
company has offices or agents in the UK, Europe, the Middle East
and Asia Pacific. Customers include utility companies, the oil and
gas sector, shipping, construction, banking, data centres and the
public sector.
Deal type
Recovery and growth capital
% ownership of the company
10.9%
% of total portfolio
6.1%
Value
GBP2.4m
Miton
A UK domiciled active Asset Manager with an established suite of
multi-asset and single strategy equity funds.
Deal type
Secondary - operational gearing and AUM growth
% ownership of the company
4.1%
% of total portfolio
5.2%
Value
GBP2.1m
SpaceandPeople
Sells and administers space in high footfall venues, including
shopping centres, garden centres, city centres, retail parks and
travel hubs. The company matches brands, promoters and retailers'
campaigns to the venues and footfalls that are right for them,
providing an end-to-end service from design and installation of
kiosks to ongoing visual merchandising support for retailers to
financial management and activity analysis.
Deal type
Secondary - recovery and growth
% ownership of the company
10.6%
% of total portfolio
1.1%
Value
GBP0.5m
Investments and commitments made post-period end
MJ Hudson
MJ Hudson is an integrated advisor and service provider to the
alternative asset management industry covering legal,
administrative, fiduciary and regulatory reporting services. The
company has operations in London, Jersey, Guernsey, Paris,
Luxembourg and New York. MJ Hudson is focused purely on
alternatives, a fast growing niche where outsourcing is most
prevalent and where longer term funds will provide a valuable and
recurring revenue base.
Deal type
Pre-IPO growth capital (convertible loan note)
Investment
GBP1.0m
Warpaint London plc ("Warpaint")
We have made an initial commitment to invest in a GBP62.6
million market cap (on flotation) fast growing and highly cash
generative global consumer cosmetics business, Warpaint London plc.
Warpaint is the owner of the W7 brand and shares are expected to be
admitted to AIM on 30 November 2016.
Deal type
IPO growth capital
% ownership of the company
1.3%
Commitment
GBP0.8m
Investment Manager's Report
On 10 August 2015 Gresham House Asset Management Ltd ("GHAM")
was formally awarded the investment management contract for Gresham
House Strategic plc ("GHS" or "the Company") and the Company
adopted a new Strategic Public Equity ("SPE") investment strategy.
In October 2015 the Company was rebranded Gresham House Strategic
plc (formerly SPARK Ventures plc).
Strategic Public Equity investment strategy
We use the philosophy, approach and techniques adopted by
private equity investors to identify investment opportunities that
we believe can generate a 15% annualised return over the medium to
long term. Targeting UK and European smaller public companies, the
strategy focuses on stocks with characteristics which indicate that
the company is intrinsically undervalued, such as low valuation
multiples and tangible asset cover. There is a strong focus on cash
generation, scope to improve return on capital and where we believe
there are opportunities to create shareholder value through
strategic, operational or management initiatives.
Our approach is differentiated from other public equity
investment strategies in a number of ways, including: depth of due
diligence undertaken; the level of interaction and constructive
engagement with management teams and boards; the focused and
concentrated portfolio; and the investment horizon in which we
typically seek to support a three to five year value creation plan
with identified milestones and catalysts.
We apply a qualitative assessment matrix (Quality-score) to all
investment opportunities looking at:
-- Market characteristics and dynamics
-- Positioning within the market, ability to grow and the
quality of those prospects, pricing power, client/customer quality,
extent of differentiation and competitive advantage
-- The strength, quality, experience and alignment of
management
-- Financials, focusing on issues such as customer
concentration, sustainability of margins, capital intensity and
cashflow characteristics, stability and predictability
-- M&A dynamics and attractiveness of the company to larger
trade buyers and private equity
-- Our ability to acquire a stake and assist in value creation
and enhancement
We also make use of a network of seasoned executives from a
range of professional and commercial backgrounds with whom we
consult, including those who form part of the Gresham House
Advisory Group.
GHAM believes this approach can lead to superior investment
returns exploiting inefficiencies in certain segments of the public
markets. There are over 1,000 companies in the FTSE Small Cap index
and on AIM. These companies typically suffer from a lack of
research coverage and often have limited access to growth capital.
This often leads to investment opportunities being overlooked by
the wider market, a topic covered by GHAM in the H2 Investment
Perspectives publication, available on the Gresham House website
www.greshamhouse.com.
In addition to publicly quoted companies, we also have the
flexibility to invest up to 30% of the portfolio in selected
unquoted securities including preference shares, convertible
instruments and other forms of investments supporting pre-IPO and
take private opportunities.
Market background
The FTSE All-share and Smaller Companies indices saw a strong
rebound in Q3 of the calendar year, having fallen initially in
response to the UK's vote to leave the EU. 2016 has been a volatile
year and we are pleased with the consistent performance of our
portfolio holdings with stable net asset value (NAV) growth of 8.5%
during the reporting period, outperforming the FTSE small-cap (ex
Investment Trusts) Index by 2.0%. We commented in factsheets
earlier this year that the market median valuation was towards the
upper end of historic ranges (FTSE small-cap (ex Investment Trusts)
Index trading on around 15x price to earnings ratio (PER), yielding
circa 3.5%). This continues to be the case with equities buoyed by
quantitative easing and depressed bond yields albeit that since the
US election, we have seen bond yields driven by inflation
expectations and the anticipation of a more expansionary fiscal
policy. This is against a backdrop where it will be tough to
generate meaningful earnings growth given a slowing global economy
and operating margins nearing peak levels, a result of the
unprecedented low cost of capital. Investors are becoming
increasingly cautious partly driven by valuations but also concerns
over companies' ability to sustain dividends. The average dividend
cover in the UK is significantly below its historic average and
market growth over the last twelve months has been driven primarily
by a re-rating rather than supported by earnings upgrades.
Rate decisions both in the US and closer to home and the UK
finances post Brexit add to the uncertainty as evidenced by the
recent fall in IPO activity and pressure on valuations at float
with several companies delaying or cancelling IPO's. Against this
backdrop and given the long term nature of the SPE strategy, GHS
has maintained a significant cash weighting in the portfolio during
the period.
As previously stated in our reports and quarterly factsheets, we
see the UK market as one of extremes with a continued divergence
within the equity markets, not just between larger and smaller
company valuations, but also 'growth' versus 'value'. We flagged
this in our H1 2016 investment perspectives publication published
by GHAM at the beginning of this year and since then have seen a
modest correction.
While UK markets overall appear relatively expensive with
price/earnings ratios nearing their decade long high, there is
considerable dispersion within the indices, with an era of low bond
yields having forced investors to chase larger public companies
that are perceived higher quality and/or bond proxies many of which
have benefited from recent currency movements. Investors have been
paying up to 20x earnings for these companies, despite pedestrian
growth rates.
It is well documented that within UK equities, smaller companies
have generated significant outperformance over the long term, with
further outperformance from small 'value' companies. We believe the
current environment represents a favourable backdrop in which to
implement our focused, engaged strategy with significant
opportunity at the inefficient, smaller end of the market where
many stocks are overlooked and are perceived as 'private companies
with a quote'. We believe this opportunity can be addressed by
focusing on company fundamentals such as return on capital and cash
generation, investing in smaller companies in support of a longer
term value creation plan with an identified catalyst(s) or exit in
mind. We believe this requires significantly higher levels of
engagement with investee company management teams and boards and
more thorough due diligence, applying techniques typical of private
equity.
Within the first year as investment manager we have constructed
what we believe to be an attractive, lowly valued portfolio with
good prospects for long term earnings and share price growth. We
have a strong pipeline of potential investments and deals which we
believe can generate superior long term returns. This is focused on
smaller companies with "value characteristics" where we can
actively engage with management teams to support a three to five
year plan to enhance shareholder value and provide growth capital
where the stock market is not fulfilling its primary role to
provide capital through conventional means. In addition, we are
seeing attractive pre-IPO investment opportunities where our
engaged approach is welcomed and our skill set suited to support
value creation through an IPO or exit.
Performance review
The GHS share price has risen 6.9%, marginally ahead of the FTSE
small-cap (ex Investment Trusts) Index (up 6.4%) in the period from
31 March 2016 to 30 Sept 2016. The NAV has been resilient against a
volatile market and economic and political backdrop increasing 8.5%
during the same period.
At present there are eight companies in the portfolio, two of
which were added after the period end. Our medium term target is to
have between 10 and 15 stocks representing more than 80% of the
portfolio. At the period end, the portfolio comprised of six
companies, was attractively valued, with strong cash generation
characteristics, and which, excluding cash, was trading on an
implied forward EV/EBITDA multiple of around 5x, approximately half
of the market as a whole. We believe that the portfolio offers
EBITDA growth prospects in excess of 20% - more than twice the
market average.
Six months
Since appointment to 30
- Sept
Performance 30 Sept 2016 2016
---------------------- ------------------ -------------
GHS NAV 9.5% 8.5%
---------------------- ------------------ -------------
FTSE Small Cap
(ex Investment
Trusts) 3.2% 6.4%
---------------------- ------------------ -------------
FTSE All Share
(ex Investment
Trusts) 4.5% 11.0%
---------------------- ------------------ -------------
Relative performance
---------------------- ------------------ -------------
Relative FTSE
Small Cap (ex
investment trusts) 6.3% 2.0%
---------------------- ------------------ -------------
Relative FTSE
All Share (ex
investment trusts) 5.0% -2.5%
---------------------- ------------------ -------------
Holdings as at 30
Sept 2016
% shareholding
(above 2% of NAV) Value (GBPm) % of NAV in company
----------------------- ------------ -------- --------------
30-Sept-16
IMImobile GBP15.0 37.6% 13.5%
----------------------- ------------ -------- --------------
Be Heard Group GBP2.7 6.8% 10.6%
----------------------- ------------ -------- --------------
Quarto Group GBP2.5 6.3% 4.4%
----------------------- ------------ -------- --------------
Northbridge Industrial
Services GBP2.4 6.1% 10.9%
----------------------- ------------ -------- --------------
Miton Group GBP2.1 5.2% 4.1%
----------------------- ------------ -------- --------------
SpaceandPeople GBP0.5 1.1% 10.6%
----------------------- ------------ -------- --------------
Cash and other net
assets GBP14.7 36.9%
----------------------- ------------ -------- --------------
Net Asset Value GBP39.9
----------------------- ------------
Weighted average
EV/EBITDA portfolio* 5.2x
----------------------- ------------
Forecast EBITDA
growth FY17* 22%
----------------------- ------------
Average Free Cashflow
Yield* 10.5%
----------------------- ------------
* GHAM calculations applying house corporate
broker forecasts for each portfolio holding
(applying the forecast net debt for the
current year when calculating EV and market
cap as of 30 September 2016 based on mid-price)
and using implied enterprise value for
GHS.
Portfolio Activity
Attribution
The portfolio net asset value increased 8.5% during the
reporting period, with a strong contribution of 10.8% from
IMImobile (IMO) following solid results announced in July.
Quarto (QRT) contributed 0.6% with the share price responding to
positive trading updates, the acquisition of Becker & Mayer
following the successful integration of Ivy Press 18 months ago and
importantly, continued cash generation and debt reduction.
We took advantage of a period of weakness in the Miton (MGR)
share price following the announced departure of fund managers and
increased our stake in the company from 2.9% to 4.1%. The announced
departures led to a fall in the share price, however the ensuing
successful recruitment of a top performing fund manager and
subsequent positive trading updates confirming a return to growth
in AUM resulted in a rally in the shares in Q3, rising 35.6%,
recovering most of the initial fall. Having topped up our holding
at lower levels the resultant attribution during the period was
limited to negative 0.2%. We continue to believe forecasts are well
underpinned, given recent asset gathering momentum. Miton has cash
on its balance sheet of around 11p per share and cited the
significance of a good and growing dividend in recent investor
presentations. We see scope for improved return of capital to
shareholders in Miton over the medium term.
As commented on in the 2016 annual report, we made a significant
investment in Northbridge (NBI) underwriting a new equity issue to
reduce debt and provide further working capital to support the
company's strategy. We increased our holding to circa 11% in July.
The company cited a continuation of the difficult market conditions
in the oil and gas sector and in particular its divisions in
Australasia. This resulted in temporary share price weakness and
impacted Q3 performance. However, the interim results statement
indicates positive cash generation, debt reduction and continued
solid performance from its load banks division in the UK and Europe
and successful, albeit nascent entry into the US market helped
allay concerns over the exposure to oil and gas related capex which
continues to be depressed. Northbridge delivered a positive
attribution of 0.8% during the period. The share price has
increased 13.1% since the period end, up 32.7% from our initial
entry price.
We were a cornerstone investor for an GBP8m issue of new equity
in Be Heard (BHRD) in April, investing GBP1.6m to support its
acquisition of MMT Digital - a leading website design, build and
user experience agency. The company subsequently announced results
which led to an increase in the share price and a positive
contribution of 0.8% to NAV.
SpaceandPeople (SAL) has been a poor performer negatively
impacting NAV by about 2% during the period. The company updated
the market in Q3 confirming a slowdown in its German business and
downwardly revising forecasts, guiding for flat growth into 2017.
Importantly it reported good growth in the UK and in the deployment
of its digital kiosks (MPKs). The recent contract wins with Network
Rail and British Land are significant and we are working closely
with management to support value enhancement and focus on capital
allocation for the company. Analysis of the return on capital
dynamics suggest potential for improvement and a return to previous
levels which would generate significant shareholder value over the
medium to long term.
GHS NAV attribution (31 March 2016 - 30 Sept 2016)
Gross Per %
(GBP000's) share
================ ============= ======= =======
NAV - 31 March
2016 GBP37,073 10.05
---------------- ------------- ------- -------
Be Heard GBP287 0.08 0.8%
---------------- ------------- ------- -------
IMI GBP3,940 1.07 10.8%
---------------- ------------- ------- -------
Miton GBP(83) -0.02 (0.2%)
---------------- ------------- ------- -------
NBI GBP280 0.08 0.8%
---------------- ------------- ------- -------
Quarto GBP234 0.06 0.6%
---------------- ------------- ------- -------
SpaceandPeople GBP(789) -0.21 (2.2%)
---------------- ------------- ------- -------
Costs GBP(759) -0.21 (2.1%)
---------------- ------------- ------- -------
NAV - 30 Sept
2016 GBP40,183 10.90 8.5%
---------------- ------------- ------- -------
Note: The NAV announced differs
marginally from the above due to
slight differences in Bloomberg
pricing using the mid-price vs
GHS accounting policies which use
the bid-price.
Portfolio update
Several of our portfolio holdings reported positive news flow
during the period.
IMImobile (IMO) is a fast growing, global software company
helping businesses engage with their customers through mobile and
digital technologies, benefiting from structural macro and industry
growth drivers. The group has successfully invested in developing
and launching new cloud communication capabilities, re-branded and
restructured its product suite which is being well received by
clients. The company continues to benefit from the structural shift
toward digitisation and mobility.
In August we announced that GHS had entered into a co-investment
agreement under which it will invest GBP7.5m alongside the Gresham
House Strategic Public Equity Fund LP ("SPE LP"), a sister fund to
GHS, launched by GHAM. The SPE LP is managed by the same team and
follows the same strategy as GHS, but targets private equity
investors which favour limited partnership structures. Pursuant to
the agreement, we sold 2.4m shares in IMImobile, realising a gain
of GBP0.9m, half of which will be available for distribution to
shareholders.
The business has continued to perform strongly, both financially
and operationally with interim results announced on 15 November
showing continued strong organic revenue growth in all geographic
regions, with repeatable and recurring revenues rising to more than
94% of gross profit. Importantly the business generated good
organic growth in gross profit and strong operating cash conversion
of around 120%. It has been investing in its product suite this
year, launching a cloud based contact centre solution 'IMIchat' and
'IMIconnect', a tool that enables marketing departments to add a
range of mobile communication capabilities such as SMS, facebook
messaging and whatsapp, as well as the ability to process payments
billed to the mobile account into business processes. This has been
well received by existing customers and channel partners and has
helped sign contracts with new clients. Importantly, having
recently entered the US market, the company announced it has won
its second major mobile operator in the US, Sprint, in addition to
AT&T.
IMImobile is exposed to significant growth in both developed and
emerging markets. A significant portion of its African business
comes from Africa's largest economy, Nigeria (circa 6% of group
gross profit). The company works with all the leading mobile
operator groups in the country and local revenues have increased by
almost 40% in the last year. However as has been widely reported
there have been a number of economic and exchange control and
liquidity issues in Nigeria created by the fall in oil prices. The
Central Bank of Nigeria unpegged the currency from the US dollar
which resulted in the devaluation of the currency by 30% against
the dollar in June with a further devaluation of 11% by September.
In addition to the devaluation there have also been challenges in
exchanging Naira to other currencies. This will have a short term
impact on IMImobile's reported earnings and marginally impact
forecasts for FY17. Management are managing cash appropriately and
will be taking the opportunity to accelerate investment into the
enterprise and SME sectors in Nigeria using local currency. We
believe this and the fact that a significant shareholder has been
reducing its shareholding is largely what has been behind the
weakness in the company's share price post-period end.
The long term prospects for the business remain extremely
promising and the organic growth being delivered is reassuring of
our thesis - the plan is tracking in line with expectations. Both
the company's recent acquisitions, Textlocal and Archers Digital,
have been a success and are delivering top-line synergies as the
acquired products are rolled out into new territories and the sales
team at Archers are able to cross sell IMImobile products into its
existing customer base. The company has a strong balance sheet,
with in excess of GBP17m cash available for investment and / or
enhancing shareholder returns by means of dividends or share
buy-backs.
The investment proposition is enhanced through increased focus
on return on capital, improved governance and simplifying the
shareholder structure, areas in which we have been highly engaged
with management. We have increased confidence in our investment
given the strong organic growth rates the company is delivering. We
continue to believe the stock is undervalued, trading on circa 8x
EV/EBITDA versus peers trading on a range of 12x-15x.
Quarto Group (QRT) commented on Q1 trading alongside its AGM in
May, confirming the business is performing in line with
expectations with respect to growth and debt reduction. This
follows a strong set of final results announced in March which were
slightly ahead of market expectations with good earnings growth and
strong cash generation as a result of organic growth and the highly
successful acquisition of Ivy Press.
The Quarto share price performed well in the period, climbing
10.2% from 255p to 281p, supported by a number of factors. The Ivy
Press acquisition continues to integrate well into the group, which
is promising for future earnings through organic growth and
synergies and gives credence to Quarto's stated acquisition growth
strategy. The strategy was extended with the acquisition of Becker
and Mayer announced in August for $9.8m, expanding children's
publishing revenues by 30%. This positive activity has been
supported by beneficial movements in FX rates for Quarto as a
majority of earnings are denominated in US$. The interim results on
9 August were encouraging, showing continued growth in the US, in
children's publishing and strong cash generation supporting debt
pay down and a progressive dividend. The company hosted a capital
markets day on 13 October with increased interest from investors
and reiterated guidance in its Q3 trading update on 3 November.
Miton Group (MGR) shares were down 9.6% over the period
following fund manager departures announced in April where the
shares hit recent lows of 21.25p. However, the shares have rallied
since, following the recruitment of new fund managers, stability
and return to growth in AUM and strong trading results, rising
35.6% in Q3. We increased our position to 4.1% of the company
during the period. Miton announced the appointment of the highly
regarded fund manager Andrew Jackson in May to replace George
Godber and Georgina Hamilton on the Value Opportunities Fund.
Jackson had a top quartile investment track record at
Ecclesiastical with a Citywire AAA rating. The market responded
positively to strong interim results in September beating analyst
expectations and resulting in marginal upgrades to full year
forecasts. The company showed a return to asset growth momentum and
net inflows, importantly in the multi-asset strategies not just its
single strategy funds and is on course to increase earnings by 50%
in the full year. Nine out of the 14 funds managed by Miton are top
quartile performers and we continue to believe forecasts are well
underpinned. The company announced the appointment of Jim Wright to
launch a new infrastructure fund in September. It has a strong
balance sheet with circa 11p per share of cash and we see scope for
improved return on capital over the medium term.
The Northbridge Industrial Services (NBI) share price rose 17.3%
during the period, with our initial position having been taken on
14 April 2016. As widely signalled, the company continues to face
challenges in its New Zealand and Australian oil services
businesses. In a trading update in August the company stated that
despite oil price stabilisation, conditions for oil sector
companies worsened slightly as crude prices remained historically
low compared to medium term norms. We increased our position in the
company to circa 11% taking advantage of share price weakness.
Importantly the company published results on 29 September
reassuring of no further deterioration in its oil services business
and showed continued positive cash generation and reduced gearing.
Northbridge reiterated the strength of trading within its load
banks division in the UK and Europe as well as the successful,
although still nascent, entry into the US market and the share
price responded accordingly. The positive share price performance
has continued post-period end and as at 18 November 2016 was 32.7%
above our entry price.
Be Heard (BHRD) was up 11.8% during the period, reporting good
interim results in September confirming strong progress from
Agenda21 and stating that the business is likely to hit its maximum
earn-out target evidencing the strong performance since
acquisition. The company confirmed the acquisition was successfully
integrated and performing well in its interim results announcement
in September, highlighting pleasing cross group client referrals
across Agenda21 and MMT.
We had disappointing news from SpaceandPeople plc (SAL) in Q3,
following on from the closure of its S&P+ division announced in
Q2. This company is a small holding within the GHS portfolio, circa
1% of NAV so the overall impact on the net asset value of the
portfolio is marginal, albeit disappointing. Importantly the core
UK business is performing well with good growth in the high return
on capital digital kiosks (MPKs >20% ROCE) and the significant
Network Rail contract rolling out well. Additional opportunities
exist through the contract with British Land and the successful
pilot with a large shopping mall operator in France. However, this
was offset by weak demand within its German promotional and retail
business resulting in another downward revision to earnings for
2016 and flat forecast growth into 2017. The company remains
profitable and cash generative, however given the one-off costs
incurred in H1 2016 related to the closure of S&P+ and the
weaker demand in Germany the board took the decision to suspend the
dividend for 2016. We are engaging further with the management team
and the board to support them in assessing various options for the
company.
We have also committed to invest GBP0.8m in Warpaint London plc
a fast growing, highly cash generative, global cosmetics business
and owner of the brand W7. Warpaint is expected to float and begin
trading on AIM on 30 November and we have initially taken a small
position, around 2% of the portfolio, as we continue our investment
appraisal process. We are investing at an attractive valuation
multiple of 8.3x EV/EBITDA with a 3% dividend yield. The company is
forecast to grow revenues by 20%, having delivered a 16% compound
annual growth rate over the last five years, and grow earnings by
18% in the year ended 31 December 2017.
New investments post period end
In November we made our first private company investment in MJ
Hudson, an integrated advisor and service provider to the
alternative asset management industry covering legal,
administrative, fiduciary and regulatory reporting services. The
company has operations in London, Jersey, Guernsey, Paris,
Luxembourg and New York. MJ Hudson is focused purely on
alternatives, a fast growing niche where outsourcing is most
prevalent and where longer term funds will provide a valuable and
recurring revenue base. This thesis is well known to GHAM as
developing an alternative asset management platform is central to
the Gresham House plc corporate strategy. The business has grown
organically and through a series of acquisitions.
GHS subscribed for GBP1m convertible loan notes in a pre-IPO
funding round which provide a return of 20% per annum through a
combination of a 7% annual coupon and a redemption
premium/conversion discount. MJ Hudson were keen to engage with
GHAM as a partner to assist and add value through to IPO and then
support in the public markets.
Outlook
The outlook for equity markets as a whole remains uncertain in a
post Brexit environment. The election of Donald Trump in the US and
his comments surrounding infrastructure spending, lowering taxes
and reversing the increased regulatory burden has resulted in
expectations of rising inflation, rising interest rates and growth
in equities. However, this sits adjacent to his rhetoric on greater
protectionism and the potential impact on international trade. For
the moment, the reaction of the markets implies expectation of a
more moderate approach to the pre-election rhetoric. While this has
brought an element of improved optimism, there remains the prospect
of continued volatility as the low yield environment that has been
supporting equity valuations at the upper end of historic ranges
unwinds resulting in rising bond yields and a rotation of capital
away from bonds and bond proxies. Reflation should result in rising
interest rates but in the UK the Bank of England has limited
ability to act without hampering growth. Nevertheless, we believe
that now is the time to be switching out of over owned and highly
valued growth stocks into 'value' stocks which have been overlooked
for much of the last ten years. Smaller companies continue to face
barriers to accessing growth capital and significant market
inefficiencies remain. These factors continue to support a strong
opportunity set for our strategy. Having permanent capital and
taking a longer term perspective we are in a strong position to
make new investments as company management teams are increasingly
eager to engage with investors who are able to take a longer term
view and who are willing to engage with and assist in the company's
strategy and value creation.
Gresham House Asset Management Limited
Investment Manager
UNAUDITED CONDENSED GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE SIX MONTHSED 30 SEPTEMBER 2016
Six months to Six months to Year to
30-Sep 30-Sep 31-Mar
2016 2015 2016
Notes GBP '000 GBP '000 GBP '000
Unaudited Unaudited Audited
------------------------------------------------------------------- ------ -------------- -------------- ---------
Continuing operations
Gains on investments at fair value through profit or loss
Realised gains 6 1,067 166 427
Unrealised gains 6 2,666 2,716 3,351
------------------------------------------------------------------- ------ -------------- -------------- ---------
3,733 2,882 3,778
Revenue
Bank interest income 21 9 29
Management fee income - - 218
Portfolio dividends and interest 137 - -
Other income 13 - -
------------------------------------------------------------------- ------ -------------- -------------- ---------
171 9 247
Administrative expenses
Salaries and other staff costs (67) (65) (138)
Investment management fees 5 (341) (2,594) (2,768)
Other costs (including fundraising/reorganisation) (296) (781) (857)
------------------------------------------------------------------- ------ -------------- ---------
Total administrative expenses (704) (3,440) (3,763)
------------------------------------------------------------------- ------ -------------- -------------- ---------
Profit/(loss) before taxation 3,200 (549) 262
Withholding tax expense (17) - -
Profit/(loss) for the financial period 3,183 (549) 262
------------------------------------------------------------------- ------ -------------- -------------- ---------
Attributable to:
- Equity shareholders of the parent 3,183 (549) 262
Basic and Diluted earnings per ordinary share for profit/(loss)
from continuing operations
and for profit/(loss) for the period 8 86.33p (20.91)p 8.30p
------------------------------------------------------------------- ------ -------------- -------------- ---------
There are no components of Other Comprehensive Income for the
current period (Sep 2015: GBPNil, Mar 2016: GBPNil).
UNAUDITED CONDENSED GROUP STATEMENT OF FINANCIAL POSITION
AS AT 30 SEPTEMBER 2016
30-Sep 30-Sep 31-Mar
2016 2015 2016
GBP '000 GBP '000 GBP '000
Notes Unaudited Unaudited Audited
----------------------------------------------------------- ------ ---------- ---------- ---------
Non-current assets
Investments at fair value through profit or loss 6 25,233 19,348 21,777
----------------------------------------------------------- ------ ---------- ---------- ---------
25,233 19,348 21,777
Current assets
Trade and other receivables 6 4,574 515 69
Cash and cash equivalents 10,312 16,693 16,555
----------------------------------------------------------- ------ ---------- ---------- ---------
14,886 17,208 16,624
----------------------------------------------------------- ------ ---------- ---------- ---------
Total assets 40,119 36,556 38,401
----------------------------------------------------------- ------ ---------- ---------- ---------
Current liabilities
Trade and other payables (224) (156) (1,689)
----------------------------------------------------------- ------ ---------- ---------- ---------
Total liabilities (224) (156) (1,689)
----------------------------------------------------------- ------ ---------- ---------- ---------
Net current assets 14,662 17,052 14,935
----------------------------------------------------------- ------ ---------- ---------- ---------
Net assets 39,895 36,400 36,712
----------------------------------------------------------- ------ ---------- ---------- ---------
Equity attributable to the shareholders of the parent
Issued capital 1,932 1,932 1,932
Share premium 13,063 13,562 13,063
Revenue reserve 14,207 10,213 11,024
Capital redemption reserve 10,693 10,693 10,693
----------------------------------------------------------- ------ ---------- ---------- ---------
Total equity due to ordinary shareholders 39,895 36,400 36,712
----------------------------------------------------------- ------ ---------- ---------- ---------
Net asset value per ordinary share 1,082.05p 987.25p 995.71p
Number Number Number
'000 '000 '000
----------------------------------------------------------- ------ ---------- ---------- ---------
Ordinary shares in issue 3,843 3,843 3,843
Shares held in Treasury (156) (156) (156)
----------------------------------------------------------- ------ ---------- ---------- ---------
Shares in issue for net asset value per share calculation 3,687 3,687 3,687
----------------------------------------------------------- ------ ---------- ---------- ---------
UNAUDITED CONDENSED GROUP STATEMENT OF CASH FLOWS
FOR THE SIX MONTHSED 30 SEPTEMBER 2016
Six months to Six months to Year to
30-Sep 30-Sep 31-Mar
2016 2015 2016
Notes GBP '000 GBP '000 GBP '000
Unaudited Unaudited Audited
--------------------------------------------------------------- -------- ---------------- -------------- ---------
Cash flows from operating activities
Cash flow from operations a (739) (730) (200)
--------------------------------------------------------------- -------- ---------------- -------------- ---------
Net cash outflow from operating activities (739) (730) (200)
Cash flows from investing activities
Purchase of financial investments (5,624) (6) (1,546)
Sale of financial investments - 3,825 5,195
Dividends received 120 - -
--------------------------------------------------------------- -------- ---------------- -------------- ---------
Net cash (outflow)/inflow from investing activities (5,504) 3,819 3,649
Cash flows from financing activities
Proceeds from share issue - 10,568 10,181
Transaction costs on issue of shares - - (111)
------------------------------------------------------------------------- ---------------- -------------- ---------
Net cash inflow from financing activities - 10,568 10,070
Change in cash and cash equivalents (6,243) 13,657 13,519
Opening cash and cash equivalents 16,555 3,036 3,036
------------------------------------------------------------------------- ---------------- -------------- ---------
Closing cash and cash equivalents 10,312 16,693 16,555
------------------------------------------------------------------------- ---------------- -------------- ---------
Note
a) Reconciliation of profit/(loss) for the period to net cash outflow from operations
GBP'000 GBP'000 GBP'000
--------------------------------------------------------------- -------- ---------------- -------------- ---------
Profit/(loss) before tax 3,200 (549) 262
Gains on investments (3,733) (2,882) (3,778)
Portfolio dividends and interest (137) - -
--------------------------------------------------------------- -------- ---------------- -------------- ---------
Operating results (670) (3,431) (3,516)
Change in trade and other receivables 34 (483) (37)
Change in restricted cash - 3,123 3,122
Change in trade and other payables (103) 61 231
------------------------------------------------------------------------- ---------------- -------------- ---------
Net cash outflow from operations (739) (730) (200)
------------------------------------------------------------------------- ---------------- -------------- ---------
UNAUDITED CONDENSED GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE SIX MONTHSED 30 SEPTEMBER 2016
Capital
Ordinary Share Redemption
D Shares Capital Share Premium Revenue Reserve Reserve Total Equity
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
------------------ --------- ------------------ -------------- ---------------- ------------------ -------------
Balance at 31
March 2015
(audited) 10 1,125 9 10,762 10,693 22,599
Loss and total
comprehensive
loss for the
period - - - (549) - (549)
Shares issued - 797 13,544 - - 14,341
Share
consolidation
adjustment - - 9 - - 9
Balance at 30
September 2015
(unaudited) 10 1,922 13,562 10,213 10,693 36,400
------------------ --------- ------------------ -------------- ---------------- ------------------ -------------
Balance at 31
March 2015
(audited) 10 1,125 9 10,762 10,693 22,599
Profit and total
comprehensive
income for the
year - - - 262 - 262
Shares issued - 797 13,543 - - 14,340
Share
consolidation
adjustment - - 9 - - 9
Transaction costs - - (498) - - (498)
------------------ --------- ------------------ -------------- ---------------- ------------------ -------------
Balance at 31
March 2016
(audited) 10 1,922 13,063 11,024 10,693 36,712
Profit and total
comprehensive
income for the
period - - - 3,183 - 3,183
Balance at 30
September 2016
(unaudited) 10 1,922 13,063 14,207 10,693 39,895
------------------ --------- ------------------ -------------- ---------------- ------------------ -------------
NOTES TO THE UNAUDITED CONDENSED GROUP INTERIM FINANCIAL
STATEMENTS
1. General information
Gresham House Strategic plc (the "Company") is a company
incorporated in the UK and registered in England and Wales
(registration number: 3813450). The information set out in these
unaudited condensed group interim financial statements for the
periods ended 30 September 2016 and 30 September 2015 does not
constitute statutory accounts as defined in section 435 of
Companies Act 2006. Comparative figures for 31 March 2016 are
derived from the financial statements for that year. The financial
statements for the year ended 31 March 2016 have been delivered to
the Registrar of Companies and contain an unqualified audit report,
did not contain a statement under emphasis of matter or statements
under section 498(2) or (3) of the Companies Act 2006. The
unaudited condensed group interim financial statements as at and
for the six months ended 30 September 2016 comprise the Company and
its subsidiary undertakings (together referred to as the "group").
All intra-group transactions, balances, income and expenses are
eliminated on consolidation. These unaudited condensed group
interim financial statements have been prepared in accordance with
the AIM rules.
2. Basis of accounting
The group annual financial statements are prepared under
International Financial Reporting Standards (IFRS) as adopted by
the European Union. The principal accounting policies adopted in
the preparation of the financial information in these unaudited
condensed group interim financial statements are unchanged from
those used in the Company's financial statements for the year ended
31 March 2016 and are consistent with those that the Company
expects to apply in its financial statements for the year ended 31
March 2017. This report does not itself contain sufficient
information to comply with IFRS. These unaudited condensed group
interim financial statements have been prepared on the basis of
IFRSs in issue that are effective at the Group's annual reporting
date as at 31 March 2017.
The principal subsidiaries that have been included in these
results are SPARK India Ltd, SPARK Services Ltd and Quester Venture
GP Ltd. These results have not been audited.
3. Estimates
The preparation of the unaudited condensed group interim
financial statements requires management to make judgements,
estimates and assumptions that affect the application of accounting
policies and the reported amounts of assets and liabilities, income
and expenses. Actual results may differ from these estimates.
In preparing these unaudited condensed group interim financial
statements, the significant judgements made by management in
applying the Group's accounting policies and the key sources of
estimation were the same as those that applied to the group
financial statements as at and for the year ended 31 March
2016.
4. Financial risk management
The group's financial risk management objectives and policies
are consistent with those disclosed in the group financial
statements as at and for the year ended 31 March 2016.
5. Investment management fees
Included in the investment management fees is a management
incentive fee of GBPNil (Sep 2015: GBP2.265m, Mar 2016: GBP2.265m)
which was paid to the former investment manager, SPARK Venture
Management Ltd, upon termination of the investment management
agreement.
6. Investments at fair value through profit or loss
Value at Value at Value at
31 March 30 September 30 September
2016 Additions Disposals Revaluations 2016 2015
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
-------------------------- --------- ---------- ---------- ------------- ---------------- ----------------
Investments in quoted
companies 21,734 4,262 (3,472) 2,666 25,190 19,312
Other unquoted investments 43 - - - 43 36
Total investments at fair
value through profit or
loss 21,777 4,262 (3,472) 2,666 25,233 19,348
---------------------------- --------- ---------- ---------- ------------- ---------------- ----------------
During the period, the Company sold part of its holding in
IMImobile plc generating proceeds of GBP4.54m and resulting in a
gain for the period of GBP1.067m. As of 30 September 2016, the
proceeds are due to be received and included in the Trade and other
receivables as shown in the Unaudited Condensed Group Statement of
Financial Position.
7. Dividends
No final or interim dividends were proposed or paid for the
period ending 30 September 2016 (Sep 2015: GBPNil, Mar 2016:
GBPNil).
8. Earnings per share
Six months to Six months to Year to
30 Sep 2016 30 Sep 2015 31 Mar 2016
GBP'000 GBP'000 GBP'000
---------------------------------------------------------------- ---------------- ---------------- ----------------
Earnings
---------------------------------------------------------------- ---------------- ---------------- ----------------
Profit/(loss) for the period 3,183 (549) 262
---------------------------------------------------------------- ---------------- ---------------- ----------------
Number of shares ('000)
Weighted average number of ordinary shares in issue for basic
and diluted EPS 3,687 2,625 3,156
---------------------------------------------------------------- ---------------- ---------------- ----------------
Earnings per share
---------------------------------------------------------------- ---------------- ---------------- ----------------
Basic and diluted EPS 86.33p (20.91)p 8.30p
---------------------------------------------------------------- ---------------- ---------------- ----------------
9. Related party transactions
The Company has signed a co-investment agreement with Gresham
House Strategic Public Equity Fund LP ("SPE Fund LP"), a sister
fund to the Company launched by Gresham House Asset Management Ltd
("GHAM") on 15 August 2016. Under the agreement, the Company will
co-invest GBP7.5m with the SPE Fund LP. The Company intends to
satisfy the commitment by transferring 3,875,969 of IMImobile plc
("IMO") shares at 193.5p per shares into the co-investment
structure.
The Company has transferred in aggregate 2,345,981 IMO shares
into the co-investment structure of which 305,998 ordinary shares
in IMO were sold to Gresham House plc ("GHE") co-investment account
and 2,039,983 ordinary shares were sold to the SPE Fund LP at a
price of 193.5p per share (being the closing mid-market price on 15
August 2016). Up to a further 1,142,391 ordinary shares in IMO are
expected to be automatically sold to the SPE Fund LP at a price of
193.5p per share, subject to a rebalancing exercise which will
depend on the final level of commitment received by the SPE Fund LP
at its final close, leaving 387,597 IMO ordinary shares held in its
co-investment account. GHS's commitment under the co-investment
agreement will remain at GBP7.5m irrespective of the total size of
the SPE Fund LP at final close.
The entering into the co-investment agreement and the sale of
IMO shares to GHE and the SPE Fund LP are both deemed to be related
party transaction under Rule 13 of the AIM Rules for Companies. The
directors of the Company consider, having consulted with the
Company's nominated adviser, finnCap Ltd, that the terms of the
co-investment agreement and the sale of IMO shares are fair and
reasonable insofar as its shareholders are concerned.
10. Subsequent events note
On 27 October 2016, the SPE Fund LP held an interim close, the
result of which was that a further 28,450 ordinary shares in
IMImobile were automatically sold to the SPE Fund LP pursuant to
the rebalancing exercise stated in the co-investment agreement.
There were no further material events after the statement of
financial position date that have a bearing on the understanding of
these unaudited condensed interim group financial statements.
This information is provided by RNS
The company news service from the London Stock Exchange
END
IR QELBLQFFEFBB
(END) Dow Jones Newswires
November 25, 2016 02:00 ET (07:00 GMT)
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