TIDMTAVI
RNS Number : 6736S
Tavistock Investments PLC
27 June 2018
TAVISTOCK INVESTMENTS PLC RESULTS FOR THE YEARED 31 MARCH
2018
27 JUNE 2018
Tavistock Investments Plc ("Tavistock" or "Company") announces
its financial results for the year ended 31 March 2018.
Financial highlights:
-- 47% increase in total revenues to GBP28.8 million (2017: GBP19.5 million)
-- 132% increase in underlying EBITDA to GBP894,000 (2017: GBP384,000)
-- Maiden pre-tax profit of GBP221,000
Operational highlights:
-- Continued growth in funds under management, for the 14th consecutive quarter
-- 44% increase in discretionary FUM to GBP866 million (2017: GBP603 million)
-- Tavistock Wealth achieved revenue of GBP3.6 million (2017: GBP1.6m million)
-- Continued improvement of the profile and performance of the advisory business
-- 41% increase in revenues generated by ongoing advisory
business to GBP25.2 million (2017: GBP17.9 million)
-- 23 firms outside of the Group's ownership have now signed up
to use Tavistock Wealth's investment services
-- Product range enhancement
-- The Company widened its product range through the launch of three new ACUMEN funds
-- The Company introduced US Dollar and Euro denominated share
classes to facilitate the introduction of funds from overseas
investors
-- Disposal of network subsidiary Tavistock Financial Limited ("TFL")
-- Significantly reduced the Group's regulatory capital
obligation and added GBP1 million of cash
-- The Company retained 58 advisers, transferred into The
Tavistock Partnership prior to disposal
-- Revenue reserve account
-- The Company utilised GBP23 million of its share premium
account to expunge the negative balance
-- The Company created distributable reserves, a prerequisite
for the future payment of dividends
Post-period highlights:
-- Funds launch
-- In May 2018, the company launched two new protected funds
with capital guarantees provided to investors by Morgan Stanley
& Co, one of the world's largest investment companies.
Brian Raven, Group Chief Executive, said: "We are continuing to
deliver increases in funds under management and to develop our
advisory business. The strong organic growth we have seen this year
is recognition of the trust our clients, advisers and strategic
partners are placing in our business. Our commitment to develop new
products and services that respond to evolving investors' needs,
such as greater capital protection, will continue to be a key
driver for the Group. I am very proud of what the team has achieved
this year and confident in our future growth prospects."
For further information:
Tavistock Investments plc Tel: 01753 867000
Oliver Cooke, Chairman
Brian Raven, Group Chief Executive
Arden Partners Plc Tel: 020 7614 5900
Paul Shackleton
Allenby Capital Limited Tel: 020 3328 5656
Nick Naylor
Nick Athanas
Vested EMEA Tel: 020 3890 8120
Elspeth Rothwell
Paul Andrieu
CHAIRMAN'S STATEMENT
FOR THE YEARED 31 MARCH 2018
The Group has made significant progress during the year in both
its investment management and advisory businesses.
Investment Management
The provision of discretionary investment management services
lies at the heart of the Group's commercial activities. Funds under
management (FUM) continued to grow rapidly and I am pleased to
report an increase of GBP263 million (44%), from GBP603 million at
the start of the financial year to GBP866 million at 31 March 2018.
Indeed, FUM have now increased in each of the 14 consecutive
quarters, since the Tavistock Wealth service was launched.
http://www.rns-pdf.londonstockexchange.com/rns/6736S_1-2018-6-26.pdf
Tavistock Wealth achieved revenue of GBP3.6 million (prior year
GBP1.6 million) and improved the average gross revenue generated on
FUM by 14%, from 0.44% to 0.5% of FUM.
In June 2017, Tavistock Wealth launched three new ACUMEN funds;
the ACUMEN Bond Portfolio, the ACUMEN Equity Portfolio and the
ACUMEN Strategic Portfolio. Later in the year, it launched a range
of US Dollar denominated and Euro denominated share classes to
facilitate the introduction of funds from overseas investors.
The Group's investment approach of managing globally
diversified, multi-asset portfolios, with currency hedging
protecting nvestors against excessive risk and unexpected adverse
performance, has continued to work well. I am also delighted to
advise that Tavistock Wealth was a finalist in the 'Best Investment
Fund Group' category at the Money Market Awards 2018.
The Group continues to make significant investment in
initiatives to increase the level of FUM as this is the key driver
of its profitability. This may have an impact on its reported
performance in the short-term. Twenty three firms outside of the
Group's ownership have now signed up to use Tavistock Wealth's
services and several affinity (joint marketing) relationships are
being developed.
In May 2018, after the year end date, the Company launched two
new funds; the ACUMEN Capital Protection Portfolio ("ACPP") and the
ACUMEN Income-Protection Portfolio ("AIPP"). These funds provide
capital guarantees to investors, ensuring that the value of the
ACPP can never fall below 90% of its highest ever price, and the
AIPP (which takes slightly more risk) below 85%. The guarantees are
provided by Morgan Stanley & Co, one of the world's largest
investment companies.
The willingness of world scale institutions, such as BlackRock
and Morgan Stanley, to partner with the Group's investment business
is a significant endorsement of the skill and expertise within
Tavistock Wealth.
Advisory
Gross revenues generated by the ongoing advisory business rose
by 41% from GBP17.9 million to GBP25.2 million.
No further acquisitions have been made in the year and in
August, the Company announced the disposal of a network subsidiary,
Tavistock Financial Limited ("TFL"), to Sanlam UK for a cash
consideration of GBP1 million. This transaction had the additional
benefit of reducing the Group's regulatory capital obligation, as
on a stand-alone basis this business' requirement would have been
in excess of GBP500,000. During the period, this now discontinued
operation had gross revenues of GBP7.7 million and a loss of
GBP25,000.
TFL resulted from the acquisition of Standard Financial Group
("SFG") in February 2015. Acquiring this business was a relatively
inexpensive means of the Group attaining critical mass and
establishing itself as a national operator, at an early stage in
its development.
The Company invested a little under GBP1.2 million in acquiring
and restructuring SFG, establishing TFL, transferring all staff and
advisers to it and liquidating SFG. The Company subsequently
recovered some GBP1.6 million from the TFL business.
In addition, prior to announcement of the disposal, 58 advisers
had transferred out of TFL into another Group network, The
Tavistock Partnership. These advisers are keen to develop a closer
commercial relationship with the Company, including recommending
the use of its centralised investment proposition to their clients
when appropriate to do so.
Financial Performance
During the year, the Group's ongoing businesses generated EBITDA
of GBP894,000, before one-off re-organisation costs of GBP160,000,
and it is reporting a maiden pre-tax profit of GBP221,000, on gross
revenue of GBP28.8 million (year to 31 March 2017, EBITDA
GBP384,000, pre-tax loss of GBP1.2 million, gross revenue GBP19.5
million). At the year end, the Group had net assets of GBP18.7
million (31 March 2017: GBP18.1 million) and having disposed of TFL
for GBP1 million, settled over GBP2 million of deferred
consideration obligations and repaid a GBP250,000 loan facility, it
had cash resources of GBP3.1 million (31 March 2017: GBP4.5
million).
EBITDA is highlighted in the table below. This is considered to
be the most appropriate measure of the Group's performance as it
removes the distorting effect of one-off gains and losses that
arise on acquisitions, and the impact of non-cash items.
The financial performance of the Group's ongoing business during
the year can be summarised as follows:
6months 6 months Year ended
ended ended 31 Mar 2018
30 Sept 31 Mar 2018 Full Year
2017 H2 GBP'000
H1 GBP'000
GBP'000
Gross Revenues 12,361 16,451 28,812
--------- ------------- -------------
Underlying EBITDA 297 597 894
--------- ------------- -------------
Reorganisation costs 160 - 160
--------- ------------- -------------
Reported EBITDA 137 597 734
--------- ------------- -------------
Depreciation & amortisation (484) (487) (971)
--------- ------------- -------------
Share based payments (134) (1) (135)
--------- ------------- -------------
Gain on disposals and exceptional
costs 471 390 861
--------- ------------- -------------
Profit from Operations (10) 499 489
--------- ------------- -------------
The financial performance of the Group's ongoing business during
the past two years can be summarised as follows:
Year ended Year ended Movement
31 Mar 2017 31 Mar 2018
GBP'000 GBP'000
Gross Revenues 19,539 28,812 47% increase
------------- ------------- --------------
Underlying EBITDA 384 894 132% increase
------------- ------------- --------------
Reorganisation costs - 160
------------- ------------- --------------
Reported EBITDA 384 734 91% increase
------------- ------------- --------------
Depreciation & amortisation (774) ( 971) 25% increase
------------- ------------- --------------
Share based payments (306) (135) 56% decrease
------------- ------------- --------------
Exceptional (costs)/ income (308) 861
------------- ------------- --------------
Profit / (Loss) from Operations (1,004) 489
------------- ------------- --------------
Earnings / (Loss) per share (0.13)p 0.05p
------------- ------------- --------------
Net assets at year end 18,181 18,690 3% increase
------------- ------------- --------------
Cash Resources at year end 4,558 3,111 32% decrease
------------- ------------- --------------
Group Matters
In February 2018, with the approval of shareholders and the
consent of the Courts, the Company utilised GBP23 million of its
share premium account to expunge the negative balance on its
revenue reserve account. This created distributable reserves which
are a prerequisite for the future payment of dividends, as and when
Directors consider it prudent to do so.
Future Prospects
The Group has now made the breakthrough of reporting a pre-tax
profit and its future prospects are excellent.
The table above and the two graphs below illustrate the
considerable strides that the Company has made over the past few
years.
http://www.rns-pdf.londonstockexchange.com/rns/6736S_2-2018-6-26.pdf
http://www.rns-pdf.londonstockexchange.com/rns/6736S_3-2018-6-26.pdf
The Group benefits from a high degree of earnings visibility and
based upon the anticipated revenue to be generated on existing FUM
from the start of the current year, and upon the Group's current
cost base, it would be reasonable to anticipate that the Company
will report significantly improved performance for the current
financial year.
Whilst there can be no certainty as to the level, or timing, of
future fund inflows, any continued growth in the level of FUM will
further enhance those results.
Initial reaction to the newly introduced capital protection
products has been positive and once these funds are available to
investors on more platforms, we expect demand to grow rapidly.
The payment of an initial dividend and the subsequent management
of a dividend stream for the benefit of shareholders remains one of
the Board's prime objectives. It is currently anticipated that the
first opportunity for the payment of a dividend will be in the
second half of the current financial year.
I would like to take the opportunity to acknowledge the
significant contribution made by our excellent staff and to thank
them, and in particular the management team, for their hard work
and dedication over the past year.
I look forward to updating you further.
Oliver Cooke
Chairman
26 June 2018
TAVISTOCK INVESTMENTS PLC
STRATEGIC REPORT
FOR THE YEARED 31 MARCH 2018
BUSINESS REVIEW
As has been stated in the Chairman's Statement, the provision of
investment management services on a discretionary basis lies at the
heart of the Group's commercial activities and the Company's prime
objective is to continue to grow the level of funds under
management. Another important strategic objective is the continued
improvement of the profile and the performance of the Group's
advisory business, ensuring that regulatory risk is minimised as
far as possible and that it is appropriately matched to potential
commercial reward.
The performance of the investment management business was
enhanced through the achievement of strong organic growth in the
level of FUM. The business also widened its product range through
the launch of three new ACUMEN funds and the introduction of new US
Dollar and Euro denominated share classes. After the year end date,
the Company launched a new range of capital protected products with
daily liquidity, and with capital guarantees being provided by one
of the World's largest investment companies, Morgan Stanley. It
also continued to encourage advisory firms outside of the ownership
of the Group to make use of the Group's investment management
services.
The profile of the Group's advisory business was improved by
disposing of a traditional network operation that no longer fitted
with the Group's strategy, Tavistock Financial Limited, to Sanlam
UK Limited for GBP1,000,000. Ahead of the disposal, 58 members who
are keen to develop a closer working relationship with the Group
had transferred into another network business, The Tavistock
Partnership Limited. The transaction strengthened the Group's cash
resources and simultaneously reduced its regulatory capital
obligations.
The performance of the Group's ongoing advisory business
improved significantly during the year with gross revenues rising
by 41%, from GBP17.9 million in the previous year, to GBP25.2
million.
In addition, the Board continued to take steps to invest in
future growth. The Chairman's Statement contains further details on
the progress and performance of the Group.
In the current financial year, the Board's focus will be on the
following areas:
-- continuing the growth in FUM,
-- launching new funds where appropriate to meet perceived market needs
-- improving access to the Group's products and services
-- the development of affinity relationships with strategic partners
-- encouraging the use of the Group's investment management
services by advice firms outside of the Group's ownership,
-- developing an overseas operation,
-- refining the profile of the advisory business
-- continuing organic growth through the recruitment of additional advisers, and
-- potentially, through further selective acquisitions.
Risks and Uncertainties:
The principal commercial risks facing the business relate to the
continued growth in the level of FUM and continued recruitment of
advisors.
There can be no certainty that the rapid pace at which FUM have
grown historically will continue into the future or that the
business will continue to attract new advisers at the same pace.
However, the newly introduced capital protected products have been
well received thus far and a number of other initiatives targeting
the introduction of additional funds are being pursued. The Board
remains confident that good progress will continue.
The nature of the final BREXIT arrangements and the
consequential economic impact remain unknown and the gradual
decline in the level of quantitative easing in international
financial markets is causing interest rates to begin a gradual
rise. During this period of transition, the Group's investment
approach, of hedging against currency exposures and targeting
globally diversified multi-asset portfolios, should continue to
serve the investor well.
The Group continues to face the usual risks of operating within
a regulated environment, but to mitigate these risks the Board
actively promotes an ethos of acting at all times with honour,
dependability and vigilance, and a culture in which the client is
placed at the centre of everything that the Company does.
The Board considers that the Group has sufficient working
capital for its current needs.
Future Prospects:
The Group has reported a profit at the pre-tax level for the
first time and its future prospects are considered to be
excellent.
The Group benefits from a high degree of earnings visibility and
the level of funds under management at the start of the current
fiscal year and the management team's track record for attracting
additional funds, leads the Board to anticipate the reporting of
improved performance over the coming year.
I look forward to updating you on our progress.
Approved by the Board of Directors and signed on its behalf
by
Oliver Cooke
Chairman
26 June 2018
TAVISTOCK INVESTMENTS PLC
DIRECTORS' REPORT
FOR THE YEARED 31 MARCH 2018
The Directors are pleased to present their report on the audited
financial statements of the Group for the year ended 31 March
2018.
Principal Activities, Review of the Business and Future
Developments
The principal activities of the Group during the period were the
provision of investment management services and the provision of
support services to a network of financial advisers. The key
performance indicators recognised by management are operating
profit, as represented by underlying EBITDA, and the level of funds
under management by the Group.
An overall review of the Group's trading performance and future
prospects is given in the Chairman's Statement and the Strategic
Report. The Group is not materially impacted by environmental
matters and as a consequence does not offer comment on them.
Substantial shareholdings
The Company has been advised of the following interests in more
than 3% of its ordinary share capital as at 26 June 2018:
Name Number of shares % of Ordinary shares
Brian Raven 63,855,712 11.89%
Andrew Staley 52,294,667 9.73%
City Financial 48,333,333 9.00%
Christopher Peel 29,618,627 5.51%
Kevin Mee 27,066,666 5.04%
Paul Millott 27,000,000 5.03%
Malcolm Harper 26,400,000 4.91%
Oliver Cooke 26,188,556 4.88%
Directors
The Directors of the Company during the period were:
Executives:
Oliver Cooke
Brian Raven
Non - Executives:
Roderic Rennison
Philip Young (resigned 31 July 2017)
Peter Dornan (appointed 22 August 2017)
Oliver Cooke
Chairman, aged 63
Oliver has over 35 years of financial and business development
experience gained in a range of quoted and private companies
including over fifteen years' experience as a public company
director. He has considerable experience in the fields of strategic
transformation, acquisitions, disposals and fundraisings. Oliver is
a Chartered Accountant and a Fellow of the Chartered Association of
Certified Accountants.
Brian Raven
Group Chief Executive, aged 62
Brian has been involved in the financial services sector since
2010. He has a wide range of business experience, having held many
sales and general management posts at senior management and board
level, including running public companies on both AIM and the
Official List. Most notably, in 1991 Brian founded Card Clear Plc,
subsequently renamed Retail Decisions plc, a business engaged in
combating the fraudulent use of plastic payment cards. He led the
company until 1998 by which time it was an international group,
listed on AIM, with a market capitalisation of some GBP100 million.
As a principal, Brian has been responsible for identifying,
negotiating and integrating numerous acquisitions, as well as for
delivering organic growth.
Roderic Rennison
Non-Executive Director, Chairman of Remuneration Committee, aged
63
Roderic has more than 40 years of experience in financial
services encompassing a variety of roles including sales, strategy,
product development, proposition, operations and latterly
acquisitions, mergers, and integrations together with corporate
affairs, risk and regulatory matters. He provides consultancy
services in the sector to a range of providers, fund managers and
intermediaries and particularly specialises on RDR, for which he
chaired the professionalism and reputation work stream.
Peter Dornan
Non-Executive Director, Chairman of Audit Committee, aged 62
Peter has spent more than 40 years in the financial services
industry. Having joined AEGON in 1981 as a sales consultant he
progressed through a series of sales and general management
positions to being appointed to the executive management board in
1999. He had executive responsibility for post-acquisition
integration of a number of businesses including Guardian Assurance,
Positive Solutions and Origen. Peter was also responsible for
Scottish Equitable International in Luxembourg from 1996 until 2002
and was appointed chairman of AEGON Ireland when it was launched in
2002. Since 2012, Peter has acted as a consultant to a number of
businesses within the financial services sector with a particular
emphasis on governance, risk management and financial controls.
Corporate Governance
The Board confirms that the Group has had regard, throughout the
accounting period, to the provisions set out in the UK Corporate
Governance Code which was issued by the Financial Reporting Council
in April 2016. Whilst not required to do so the Directors, as a
matter of best practice, have voluntarily endeavoured to comply
with those of the provisions which they consider to be relevant to
a company of this size.
The Board does not consider the Group to be sufficiently large
to warrant the establishment of a dedicated internal audit
function.
Diversity
Tavistock is an equal opportunities employer and does not
discriminate against staff on the basis of disability, gender,
ethnicity or sexual orientation.
The Board of Directors
The Board currently comprises two executive Directors and two
non-executive Directors.
The non-executive Directors have a strong compliance background
and are considered to be independent. All Directors are required to
stand for re-election at least once in every three years.
All members of the Board are equally responsible for the
management and proper stewardship of the Group. The non-executive
Directors are independent of management and free from any business
or other relationship with the Company or Group and are thus able
to bring independent judgment to issues brought before the
Board.
The Board meets at least ten times per year and more frequently
where necessary to approve specific decisions. Directors may take
independent professional advice at the Company's expense.
The Audit Committee
The Audit Committee is comprised of the Chairman, who is a
Chartered Accountant and has been a partner in a public practice,
and the independent non-executive Directors. It determines the
terms of engagement of the Company's auditors and, in consultation
with the auditors, the scope of the audit. The Audit Committee
receives and reviews reports from management and the Company's
auditors relating to the interim and annual accounts and the
accounting and internal control systems in use throughout the
Company. The Audit Committee has unrestricted access to the
Company's auditors.
During the year under review the Audit Committee met twice.
The Nomination Committee
The Directors do not consider it necessary for a company of this
size to have a separate Nomination Committee.
Communication with shareholders
The Chairman and the Chief Executive are available to meet with
institutional shareholders and to answer questions from private
shareholders. The Board is open to receiving constructive input
from shareholders. Each shareholder receives the annual report,
which contains the Chairman's Statement. The annual and interim
reports, together with other corporate press releases are made
available on the Company's website www.tavistockinvestments.com.
The Annual General Meeting provides a forum for shareholders to
raise issues with the Directors. The Notice convening the meeting
is issued with 21 clear days' notice. Separate resolutions are
proposed on each substantially separate issue.
Going concern
The Directors confirm that they are satisfied the Group has
adequate resources to continue its business for the foreseeable
future and on this basis, they continue to adopt the going concern
basis in preparing the accounts.
Financial instruments
Details of the use of financial instruments by the Group are
contained in Note 14 of the financial statements.
Share capital
Changes to share capital during the period are given in Note 15
to the accounts.
Charitable and Political Donations
The Group did not make any political donations in the period but
made charitable donations totalling GBP9,975 (2017: GBP13,843).
Dividends
The Directors do not propose a final dividend (2017: GBPNil)
Auditors
A resolution reappointing haysmacintyre will be proposed at the
Annual General Meeting in accordance with S489 of the Companies Act
2006.
Supplier payment policy
The Group's policy is to agree terms of payment with suppliers
when entering into a transaction, ensure that those suppliers are
aware of the terms of payment by including them in the terms and
condition of the contract and pay in accordance with contractual
obligations. Trade creditors at 31 March 2018 represented 27 days'
purchases (2017: 14 days).
Internal control
The Directors are aware of the UK Corporate Governance Code
which was issued by the Financial Reporting Council in April 2016.
The key elements of the systems, which have regard to the size of
the Group, are that the Board meets regularly and takes the
decisions on all material matters, the organisational structure
ensures that responsibilities are defined and authority only
delegated where appropriate, and that regular management accounts
are presented to the Board to enable the financial performance of
the Group to be analysed.
The Directors acknowledge that they are responsible for the
system of internal control which is established in order to
safeguard the assets, maintain proper accounting records and ensure
that financial information used within the business or published is
reliable. Any such system of control can, however, only provide
reasonable, not absolute, assurance against material misstatement
or loss.
In preparing the financial statements, the Directors are
required to:
-- select suitable accounting policies in accordance with IAS 8
Accounting Policies, changes in Accounting Estimates and Errors and
then apply them consistently;
-- present information, including accounting policies, in a
manner that provides relevant, reliable, comparable and
understandable information; provide additional disclosures when
compliance with the specific requirements in IFRSs is insufficient
to enable users to understand the impact of particular
transactions, other events and conditions on the entity's financial
position and financial performance; and
-- state that the Group has complied with IFRSs, subject to any
material departures disclosed and explained in the financial
statements, and make judgments and estimates that are reasonable
and prudent.
Directors' responsibilities
The Directors are responsible for preparing the annual report
and financial statements in accordance with applicable law and
regulations.
Company law requires the Directors to prepare financial
statements for each financial period. Under that law the Directors
have elected to prepare the Group financial statements in
accordance with International Financial Reporting Standards (IFRSs)
as adopted by the European Union and the Company financial
statements in accordance with United Kingdom Generally Accepted
Accounting Practice United Kingdom Accounting Standards and
applicable law. Under company law the Directors must not approve
the financial statements unless they are satisfied that they give a
true and fair view of the state of affairs of the Group and Company
and of the profit or loss of the Group for that period.
The Directors are also required to prepare financial statements
in accordance with the rules of the London Stock Exchange for
companies trading securities on the Alternative Investment
Market.
In preparing these financial statements, the Directors are
required to:
-- select suitable accounting policies and then apply them consistently;
-- make judgments and estimates that are reasonable and prudent;
-- for the Group financial statements, state whether they have
been prepared in accordance with IFRSs as adopted by the European
Union;
-- for the parent company financial statements, state whether
applicable UK Accounting Standards have been followed, subject to
any material departures disclosed and explained in the financial
statements; and
-- prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the group and the parent
company will continue in business.
Directors' responsibilities (continued)
The Directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the Group's
transactions and disclose with reasonable accuracy at any time the
financial position of the Group and enable them to ensure that the
financial statements comply with the requirements of the Companies
Act 2006. They are also responsible for safeguarding the assets of
the Group and for taking reasonable steps for the prevention and
detection of fraud and other irregularities.
Website publication
The Directors are responsible for ensuring the annual report and
the financial statements are made available on a website. Financial
statements are published on the Company's website in accordance
with legislation in the United Kingdom governing the preparation
and dissemination of financial statements, which may vary from
legislation in other jurisdictions. The maintenance and integrity
of the Company's website is the responsibility of the Directors.
The Directors' responsibility also extends to the ongoing integrity
of the financial statements contained therein.
Directors' interests
The Directors beneficial interests in the Ordinary Share Capital
and options to purchase such shares were as follows:
Ordinary shares of 1p each
31 March 2018 31 March 2017
Share options Shares Share options Shares
Executive Directors:
Oliver Cooke 11,600,000 26,188,556 1,600,000 25,388,556
Brian Raven 11,600,000 63,855,712 1,600,000 62,319,379
Non-executives Directors:
Roderic Rennison - 250,000 - 250,000
Peter Dornan - - - -
Phillip Young - - - 500,000
Research and Development
The Group is continuing to develop a software system for use by
its advisers but has not undertaken any other any research and
development activities
Directors' statement as to disclosure of information to
auditors
The Directors have taken all of the steps required to make
themselves aware of any information needed by the Group's auditors
for the purposes of their audit and to establish that the auditors
are aware of that information.
The Directors are not aware of any audit information of which
the auditors are unaware.
Approved by the Board of Directors and signed on its behalf
by
Oliver Cooke
Chairman
26 June 2018
TAVISTOCK INVESTMENTS PLC
REMUNERATION REPORT
FOR THE YEARED 31 MARCH 2018
Compliance
Described below are the principles that the Group has applied in
relation to Directors' remuneration.
The Remuneration Committee
The Remuneration Committee comprises the non-executive
Directors. Mindful of the need to attract, retain and reward key
staff, the Committee reviews the scale and structure of the
executive Directors' and senior employees' remuneration and the
terms of their service or employment contracts, including share
option schemes and other bonus arrangements.
The remuneration of, and the terms and conditions applying to,
the non-executive Directors are determined by the entire Board.
During the year under review, the Remuneration Committee met
twice, and all members attended.
Share options
The share options granted to the Directors under the Company's
EMI (Enterprise Management Incentive) Share Option Scheme or as
unapproved options can be summarised as follows.
Number Issued EMI / Exercise Number Vesting Date Expiry
at start in the Unapproved price at end Condition from date
of period period (pence) of period which
exercisable
Executive
Directors
----------- ---------- ------------- --------- ----------- ------------ ------------- ---------
Oct
Oliver Cooke 800,000 - EMI 5.25 800,000 2017 Oct 2024
----------- ---------- ------------- --------- ----------- ------------ ------------- ---------
Oct
Oliver Cooke 800,000 - EMI 5.25 800,000 2019 Oct 2024
----------- ---------- ------------- --------- ----------- ------------ ------------- ---------
GBP5 mill Apr
Oliver Cooke 5,000,000 EMI 5.25 5,000,000 pre-tax 2017 Apr 2027
----------- ---------- ------------- --------- ----------- ------------ ------------- ---------
GBP1.5Bn Apr
Oliver Cooke 5,000,000 Unapproved 5.25 5,000,000 FUM 2017 Apr 2027
----------- ---------- ------------- --------- ----------- ------------ ------------- ---------
Oct
Brian Raven 800,000 - EMI 5.25 800,000 2017 Oct 2024
----------- ---------- ------------- --------- ----------- ------------ ------------- ---------
Oct
Brian Raven 800,000 - EMI 5.25 800,000 2019 Oct 2024
----------- ---------- ------------- --------- ----------- ------------ ------------- ---------
GBP5 mill Apr
Brian Raven 5,000,000 EMI 5.25 5,000,000 pre-tax 2017 Apr 2027
----------- ---------- ------------- --------- ----------- ------------ ------------- ---------
GBP1.5Bn Apr
Brian Raven 5,000,000 Unapproved 5.25 5,000,000 FUM 2017 Apr 2027
----------- ---------- ------------- --------- ----------- ------------ ------------- ---------
The market price of the shares at 31 March 2018 was 3.06 pence
(2017: 2.625 pence) and the range during the financial period was
2.625 pence to 4.00 pence.
After the balance sheet date, on 1 April 2018, the Company
announced that it had inter alia, granted unapproved options over
an additional two tranches of 7,500,000 shares each, total
15,000,000 shares, to Oliver Cooke and over an additional two
tranches of 10,000,000 shares each, total 20,000,000 shares, to
Brian Raven. In each case, the exercise price of the first tranche
was 6p per share, representing a premium of 97% over the then
market price with vesting being conditional upon the Company's
achievement of GBP1.8 billion of FUM. The exercise price of the
second tranche was 6.5p per share, representing a premium of 113%
over the then market price with vesting being conditional upon the
Company's achievement of GBP7 million of pre-tax profit in a single
financial year.
Service contracts
The term of the Directors' service contracts can be summarised
as follows:
Executive Directors Commencement date Term
Oliver Cooke 3 May 2013 Fixed to 31 March 2020, terminable
thereafter on twelve months'
notice
Brian Raven 12 May 2014 Fixed to 31 March 2020, terminable
thereafter on twelve months'
notice
Non-executive Directors
Roderic Rennison 12 May 2014 Initial term 2 years, terminable
at any time on three months'
notice
Peter Dornan 22 August 2017 Initial term 2 years, terminable
at any time on three months'
notice
Directors' remuneration
Details of each Director's remuneration are provided in Note 5
to the financial statements entitled Staff Costs.
On behalf of the Board
Oliver Cooke
Chairman
26 June 2018
TAVISTOCK INVESTMENTS PLC
INDEPENT AUDITOR'S REPORT TO THE SHAREHOLDERS OF TAVISTOCK
INVESTMENTS PLC
FOR THE YEARED 31 MARCH 2018
Opinion
We have audited the financial statements of Tavistock
Investments Plc (the 'parent company') and its subsidiaries
(together the 'Group') for the year ended 31 March 2018 which
comprise Consolidated Statement of Comprehensive Income,
Consolidated and Company Statements of Financial Position,
Consolidated Statement of Cash Flows, Company and Consolidated
Statements of Changes in Equity and notes to the financial
statements, including a summary of significant accounting policies.
The financial reporting framework that has been applied in the
preparation of the Group financial statements is applicable law and
International Financial Reporting Standards (IFRSs) as adopted by
the European Union and, as regards the parent company financial
statements, UK Generally Accepted Accounting Principles ("UK GAAP")
including Financial Reporting Standard 102, the Financial Reporting
Standard applicable in the UK and Republic of Ireland and the
provisions of the Companies Act 2006.
In our opinion, the financial statements:
-- give a true and fair view of the state of the Group's and of
the parent company's affairs as at 31 March 2018 and of the group's
profit for the year then ended;
-- have been properly prepared in accordance with IFRSs as
adopted by the European Union in the case of the Group financial
statements and UK GAAP including Financial Reporting Standard 102
in the case of the Company financial statements; and
-- have been prepared in accordance with the requirements of the
Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our
responsibilities under those standards are further described in the
Auditor's responsibilities for the audit of the financial
statements section of our report. We are independent of the group
in accordance with the ethical requirements that are relevant to
our audit of the financial statements in the UK, including the
FRC's Ethical Standard as applied to listed entities, and we have
fulfilled our other ethical responsibilities in accordance with
these requirements. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our
opinion.
Conclusions relating to going concern
We have nothing to report in respect of the following matters in
relation to which the ISAs (UK) require us to report to you
where:
-- the directors' use of the going concern basis of accounting
in the preparation of the financial statements is not appropriate;
or
-- the directors have not disclosed in the financial statements
any identified material uncertainties that may cast significant
doubt about the group's or the parent company's ability to continue
to adopt the going concern basis of accounting for a period of at
least twelve months from the date when the financial statements are
authorised for issue.
Key audit matters
Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit of the financial
statements of the current period and include the most significant
assessed risks of material misstatement (whether or not due to
fraud) we identified, including those which had the greatest effect
on: the overall audit strategy, the allocation of resources in the
audit; and directing the efforts of the engagement team. These
matters were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon, and we
do not provide a separate opinion on these matters.
Valuation of deferred consideration
The Group has significant deferred consideration liabilities
recognised in its Statement of Financial Position arising from
acquisitions of subsidiary entities in prior financial periods.
There is a risk that variations to arrangements or performance may
result in the liabilities being materially misstated.
Our audit work included but was not restricted to a review of
payments made during the year, together with a review of
management's assessment of amounts payable as at 31 March 2018 in
conjunction with supporting audit evidence.
Valuation of intangible assets
The Group has significant intangible assets that have arisen as
a result of the acquisition of subsidiary entities in prior
financial periods. These assets include goodwill arising on
consolidation and intangible assets recognised at fair value on
acquisition. There is a risk that on consolidation, the valuation
of intangible assets including goodwill are overstated.
Our audit work included but was not restricted to a
consideration of impairment reviews prepared by management and
scrutiny of associated calculations and forecasts used in
determining expected future results. Our review was performed using
recent financial performance and our understanding of the Group's
business model.
FCA regulations
A number of the Group's subsidiaries are regulated by the
Financial Conduct Authority ("the FCA") and there is a risk that
instances of non-compliance may result in the Group's inability to
continue as a going concern.
Our audit work included but was not restricted to a review of
correspondence and regulatory filings with the FCA to consider
whether any indications of non-compliance or disciplinary action
existed.
Our application of materiality
The scope and focus of our audit was influenced by our
assessment and application of materiality. We define materiality as
the magnitude of misstatement that could reasonably be expected to
influence the readers and the economic decisions of the users of
the financial statements. We use materiality to determine the scope
of our audit and the nature, timing and extent of our audit
procedures and to evaluate the effect of misstatements, both
individually and on the financial statements as a whole.
Materiality for the Group Financial Statements as a whole was
set at GBP300,000, determined with reference to the turnover of the
Group on a consolidated basis. We report to the Audit Committee any
corrected or uncorrected misstatements arising exceeding
GBP15,000.
Performance materiality was set at GBP225,000, being 75% of
materiality.
An overview of the scope of our audit
Our audit scope included all components and was performed to
component materiality. Our audit work therefore covered 100% of
group revenue, group profit and total group assets and liabilities.
It was performed to the materiality levels set out above.
Other information
The directors are responsible for the other information. The
other information comprises the information included in the annual
report, other than the financial statements and our auditor's
report thereon. Our opinion on the financial statements does not
cover the other information and, except to the extent otherwise
explicitly stated in our report, we do not express any form of
assurance conclusion thereon.
In connection with our audit of the financial statements, our
responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent
with the financial statements or our knowledge obtained in the
audit or otherwise appears to be materially misstated. If we
identify such material inconsistencies or apparent material
misstatements, we are required to determine whether there is a
material misstatement in the financial statements or a material
misstatement of the other information. If, based on the work we
have performed, we conclude that there is a material misstatement
of this other information, we are required to report that fact. We
have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act
2006
In our opinion, based on the work undertaken in the course of
the audit:
-- the information given in the strategic report and the
directors' report for the financial year for which the financial
statements are prepared is consistent with the financial
statements; and
-- the strategic report and the directors' report have been
prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and
the parent company and its environment obtained in the course of
the audit, we have not identified material misstatements in the
strategic report or the directors' report.
We have nothing to report in respect of the following matters in
relation to which the Companies Act 2006 requires us to report to
you if, in our opinion:
-- adequate accounting records have not been kept by the parent
company, or returns adequate for our audit have not been received
from branches not visited by us; or
-- the parent company financial statements are not in agreement
with the accounting records and returns; or
-- certain disclosures of directors' remuneration specified by
law are not made; or
-- we have not received all the information and explanations we
require for our audit.
Responsibilities of directors
As explained more fully in the directors' responsibilities
statement set out on page 11, the directors are responsible for the
preparation of the financial statements and for being satisfied
that they give a true and fair view, and for such internal control
as the directors determine is necessary to enable the preparation
of financial statements that are free from material misstatement,
whether due to fraud or error.
In preparing the financial statements, the directors are
responsible for assessing the group's and the parent company's
ability to continue as a going concern, disclosing, as applicable,
matters related to going concern and using the going concern basis
of accounting unless the directors either intend to liquidate the
group or the parent company or to cease operations, or have no
realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial
statements
Our objectives are to obtain reasonable assurance about whether
the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an
auditor's report that includes our opinion. Reasonable assurance is
a high level of assurance, but is not a guarantee that an audit
conducted in accordance with ISAs (UK) will always detect a
material misstatement when it exists. Misstatements can arise from
fraud or error and are considered material if, individually or in
the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these financial
statements.
A further description of our responsibilities for the audit of
the financial statements is located on the Financial Reporting
Council's website at: www.frc.org.uk/auditorsresponsibilities. This
description forms part of our auditor's report.
Use of our report
This report is made solely to the company's members, as a body,
in accordance with Chapter 3 of Part 16 of the Companies Act 2006.
Our audit work has been undertaken so that we might state to the
company's members those matters we are required to state to them in
an Auditor's report and for no other purpose. To the fullest extent
permitted by law, we do not accept or assume responsibility to
anyone other than the company and the company's members as a body,
for our audit work, for this report, or for the opinions we have
formed.
Simon Wilks (Senior Statutory Auditor) 10 Queen Street Place
For and on behalf of haysmacintyre, Statutory Auditors
London
26 June 2018 EC4R 1AG
TAVISTOCK INVESTMENTS PLC
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEARED 31 MARCH 2018
Year ended Year ended
31 March 31 March
2018 2017
Note GBP'000 GBP'000
Revenue - continuing operations 3 28,812 19,539
Cost of sales - continuing operations (18,332) (13,502)
------------ ------------
Gross profit 10,480 6,037
Administrative expenses- continuing
operations (9,991) (7,041)
-------------- --------------
Profit/(Loss) from Operations 4 489 (1,004)
Memorandum:
Adjusted EBITDA 734 384
Depreciation & amortisation (971) (774)
Gain on disposals 905 41
Share based payments (135) (306)
Acquisition related costs and exceptional
items (44) (349)
-------------- --------------
Profit/(Loss) from Operations 489 (1,004)
------------------------------------------------ ----- --------------- ---------------
Finance costs (268) (203)
------------ ------------
Profit/(Loss) before taxation and attributable
to equity holders of the parent 221 (1,207)
Taxation 6 29 552
------------ ------------
Profit/(Loss) from continuing operations
Discontinued operations (net of tax) 250 (655)
Profit/(Loss) after taxation and attributable 25 79
to equity holders of the parent and ------------ ------------
total comprehensive income for the
period 275 (576)
====== ======
Earnings/(Loss) per share (continuing
operations)
Basic and diluted 7 0.05p (0.13)p
====== =======
TAVISTOCK INVESTMENTS PLC
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 MARCH 2018
31 March 2018 31 March 2017
GBP'000 GBP'000 GBP'000 GBP'000
ASSETS
Non-current assets
Property, plant and equipment 8 490 381
Intangible assets 9 19,136 19,954
----------------- -----------------
Total non-current assets 19,626 20,335
Current assets
Trade and other receivables 10 3,334 2,149
Cash and cash equivalents 3,111 4,558
----------------- -----------------
Total current assets 6,445 6,707
----------------- -----------------
Total assets 26,071 27,042
LIABILITIES
Current liabilities 11 (4,703) (5,319)
Non-current liabilities
Other payables 11 - (1,100)
Loans 11 (2,233) (2,000)
Provisions 12 (40) (46)
Deferred taxation 13 (405) (396)
------------------ ------------------
Total liabilities (7,381) (8,861)
------------------ ------------------
Total net assets 18,690 18,181
========= =========
Capital and reserves
attributable
to owners
of the parent
Share capital 15 12,720 12,685
Share premium 4,882 27,818
Retained earnings/(deficit) 1,088 (22,322)
------------------ ------------------
Total equity 18,690 18,181
========= =========
The financial statements were approved by the Board and
authorised for issue on 26 June 2018.
Oliver Cooke
Chairman
TAVISTOCK INVESTMENTS PLC
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEARED 31 MARCH 2018
Retained
(deficit)/
Share capital Share premium earnings Total equity
GBP'000 GBP'000 GBP'000 GBP'000
31 March 2016 10,262 20,688 (22,052) 8,898
-------------- -------------- -------------- --------------
Issue of shares 2,423 7,130 - 9,553
Loss after tax and total comprehensive
income - - (576) (576)
Equity settled share based
payments - - 306 306
-------------- -------------- -------------- --------------
31 March 2017 12,685 27,818 (22,322) 18,181
-------------- -------------- -------------- --------------
Issue of shares (net) 35 64 - 99
Profit after tax and total
comprehensive income - - 275 275
Equity settled share based
payments - - 135 135
Reduction of share premium - (23,000) 23,000 -
-------------- -------------- -------------- --------------
31 March 2018 12,720 4,882 1,088 18,690
-------------- -------------- -------------- --------------
On 27 February 2018, the Group reduced its share premium account
by GBP23m by special resolution, resulting in a corresponding
transfer of this balance to retained earnings.
TAVISTOCK INVESTMENTS PLC
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEARED 31 MARCH 2018
Year ended Year ended
31 March 2018 31 March 2017
GBP'000 GBP'000 GBP'000 GBP'000
Cash flows from operating
activities
Profit/(Loss) before tax
Adjustments for: 246 (1,128)
Share based payments 135 306
Depreciation on property plant
and equipment 147 93
Amortisation of intangible assets 824 681
Gain on disposal of subsidiary (905) -
Net Finance costs 268 204
----------------- -----------------
Cash flows from operating
activities
before changes
in working capital 715 156
(Increase)/Decrease in trade and
other receivables (1,245) 2,068
Increase/(Decrease) in trade and
other payables 713 (2,556)
Corporation tax paid (46) (161)
----------------- -----------------
Cash generated/used in operations 137 (493)
Investing activities
Finance income - 1
Development of intangible assets - (199)
Purchase of property, plant and
equipment (291) (180)
Proceeds on disposals 965 50
Cash on acquisition - 2,009
Cash on disposal (164)
Acquisition of subsidiaries (2,002) (4,839)
----------------- -----------------
Net cash absorbed from investing
activities (1,492) (3,158)
Financing activities
Finance costs (276) (205)
New loans and finance leases 334 2,000
Loan Repayments (250)
Issue of new share capital (net
of costs) 100 3,029
----------------- -----------------
Net cash from financing
activities (92) 4,824
----------------- -----------------
Net (decrease)/increase in cash
and cash equivalents (1,447) 1,173
Cash and cash equivalents at
beginning
of the period 4,558 3,385
------------------ ------------------
Cash and cash equivalents at end
of the period 3,111 4,558
========= =========
Reconciliation of net cashflow to movement in net debt: Year
ended Year ended
31 March 2018 31 March 2017
GBP000 GBP000
Net (decrease)/increase in cash and cash equivalents (1,447)
1,173
New loans and finance leases (334) (2,000)
Repayment of loans 250 -
----------------- -----------------
Movement in net debt in the year (1,531) (827)
Net debt at 1 April 2,308 3,135
----------------- ------------------
Net Debt at 31 March 777 2,308
========= =========
TAVISTOCK INVESTMENTS PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARED 31 MARCH 2018
1. ACCOUNTING POLICIES
Principal accounting policies
The Company is a public company incorporated and domiciled in
the United Kingdom. The principal accounting policies applied in
the preparation of these consolidated financial statements are set
out below. These policies have been consistently applied to all the
periods presented, unless otherwise stated.
Basis of preparation
The financial statements have been prepared in accordance with
International Financial Reporting Standards, International
Accounting Standards and Interpretations (collectively IFRS) issued
by the International Accounting Standards Board (IASB) as adopted
by the European Union ("adopted IFRSs") and those parts of the
Companies Act 2006 which apply to companies preparing their
financial statements under IFRSs.
Changes in accounting policies
Amendments to IFRS 2 Share-Based Payment (effective for
accounting years beginning on or after 1 January 2018),
IFRS 15 Revenue from Contracts with Customers (effective for
accounting years beginning on or after 1 January 2018) and IFRS 16
Leases (effective for accounting years beginning on or after 1
January 2019).
The implementation of these standards is not expected to have
any material effect on the Group's financial statements, with the
exception of IFRS 16. Specifically, the Group has assessed the
impact of implementing IFRS 15 and the impact on the financial
statements for the current or prior years is GBPnil. The impact
that the implementation IFRS 16 will have on the financial
statements is currently being assessed.
Basis of Consolidation
The Group comprises a holding company and a number of individual
subsidiaries and all of
these have been included in the consolidated financial
statements in accordance with the principles of acquisition
accounting as laid out by IFRS 3 Business Combinations.
Revenue recognition
Revenue is recognised to the extent that it is probable that the
economic benefits will flow to the Group and the revenue can be
reliably measured. All such revenue is reported net of discounts
and Value Added Tax. Revenue represents either gross Independent
Financial Adviser ("IFA") income or investment management fees
receivable in respect of the period. This revenue is recognised as
and when it is earned and is calculated on a monthly basis.
Intangible assets
Intangible assets include goodwill arising on the acquisition of
subsidiaries and represents the difference between the fair value
of the consideration payable and the fair value of the net assets
that have been acquired. The residual element of Goodwill is not
being amortised but is subject to an annual impairment review.
Also included within intangible assets are various assets
separately identified in business combinations (such as FCA
permissions, established systems and processes, adviser and client
relationships and brand value) to which the Directors have ascribed
a commercial value and a useful economic life. The ascribed value
of these intangible assets is being amortised on a straight-line
basis over their estimated useful economic life, which is
considered to be between 5 and 10 years.
Internally generated intangible assets
Internally generated assets are capitalised when the technical
feasibility of completing the asset so that it will be available
for use is confirmed, there is a demonstrable ability to use the
asset and probable future economic benefits will flow from it.
Internally generated intangible assets are measured at cost and
amortised over a useful life of 5 years.
Financial assets
Loans and receivables: These assets are deemed to be
non-derivative financial assets with fixed or determinable payments
that are not quoted in an active market. They arise principally
through the provision of goods and services to customers (trade
receivables), but also incorporate other types of contractual
monetary asset. They are carried at amortised cost using the
effective interest rate method.
Cash and cash equivalents: These include cash in hand and
deposits held at call with UK banks.
Financial liabilities
Other financial liabilities include trade payables and other
short-term monetary liabilities, which are initially recognised at
fair value and subsequently carried at amortised cost using the
effective interest method.
Share based payments
Where share options are awarded to employees, the fair value of
the options at the date of grant is charged to the statement of
comprehensive income on a straight-line basis over the vesting
period. Non-market vesting conditions are taken into account by
adjusting the number of options expected to vest at each statement
of financial position date so that, ultimately, the cumulative
amount recognised over the vesting period is based on the number of
options that eventually vest. Market vesting conditions are
factored into the fair value of the options granted. The cumulative
expense is not adjusted for failure to achieve a market vesting
condition.
Fair value is calculated using the Black-Scholes model, details
of which are given in Note 16.
Property, plant and equipment
Property, plant and equipment are stated at cost net of
accumulated depreciation and provision for impairment. Depreciation
is provided on all property plant and equipment, at rates
calculated to write off the cost less estimated residual value, of
each asset on a straight-line basis over its expected useful life.
The residual value is the estimated amount that would currently be
obtained from disposal of the asset if the asset were already of
the age and in the condition expected at the end of its useful
economic life.
The method of depreciation for each class of depreciable asset
is:
Computer equipment - 3 - 4 years straight line
Office fixtures, fittings & equipment - 4 - 7 years straight line
Impairment of Assets
Impairment tests on goodwill are undertaken annually at the
balance sheet date. The recoverable value of goodwill is estimated
on the basis of value in use, defined as the present value of the
cash generating units with which the goodwill is associated. When
value in use is less than the book value, an impairment is recorded
and is irreversible.
Other non-financial assets are subject to impairment tests
whenever circumstances indicate that their carrying amount may not
be recoverable. Where the carrying value of an asset exceeds its
estimated recoverable value (i.e. the higher of value in use and
fair value less costs to sell), the asset is written down
accordingly. Where it is not possible to estimate the recoverable
value of an individual asset, the impairment test is carried out on
the asset's cash-generating unit. The carrying value of property,
plant and equipment is assessed in order to determine if there is
an indication of impairment. Any impairment is charged to the
statement of comprehensive income. Impairment charges are included
under administrative expenses within the consolidated statement of
comprehensive income.
Taxation and deferred taxation
Corporation tax payable is provided on taxable profits at
prevailing rates.
Deferred tax assets and liabilities are recognised where the
carrying amount of an asset or liability in the balance sheet
differs from its tax base, except for differences arising on:
-- the initial recognition of goodwill; and
-- the initial recognition of an asset or liability in a
transaction which is not a business combination and at the time of
the transaction affects neither accounting nor taxable profit.
Recognition of deferred tax assets is restricted to those
instances where it is probable that future taxable profit will be
available against which the asset can be utilised. The amount of
the asset or liability is determined using tax rates that have been
enacted or substantively enacted by the balance sheet date and are
expected to apply when the deferred tax liabilities/(assets) are
settled/(recovered).
Deferred tax assets and liabilities are offset when the Group
has a legally enforceable right to offset current tax assets and
liabilities and the deferred tax assets and liabilities relate to
taxes levied by the same tax authority on either:
-- the same taxable Group company; or
-- different Group entities which intend either to settle
current tax assets and liabilities on a net basis, or to realise
the assets and settle the liabilities simultaneously, in each
future period in which significant amounts of deferred tax assets
or liabilities are expected to be settled or recovered.
2. CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS
The preparation of these financial statements has required
management to make estimates and assumptions that affect the
reported amounts of assets and liabilities at the date of the
financial statements and reported amounts of revenues and expenses
during the reporting period. These judgments and estimates are
based on management's best knowledge of the relevant facts and
circumstances, having regard to prior experience, but actual
results may differ from the amounts included in the financial
statements. Information about such judgments and estimations is
contained below, as well as in the accounting policies and
accompanying notes to the financial statements.
Impairment of goodwill and intangible assets
The Group is required to test, on an annual basis, whether
goodwill has suffered any impairment. Other intangible assets are
tested whenever circumstances indicate that their carrying value
may not be recoverable. The recoverable amount is determined based
on value in use calculations. The Group has not impaired any
goodwill or intangible assets during the year (2017: GBPNil).
3. SEGMENTAL INFORMATION
A segmental analysis of revenue and expenditure for the period
is:
Investment Advisory Investment Advisory
Management Support 2018 Management Support 2017
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
REVENUE
Fees and Commissions 3,635 25,177 28,812 1,660 17,879 19,539
Cost of Sales (304) (18,028) (18,332) (278) (13,224) (13,502)
Administrative
Expenses (1,492) (5,978) (7,470) (909) (3,329) (4,238)
Group costs (2,521) (2,803)
------------- -------------
Profit/(Loss)
from operations 489 (1,004)
====== ======
The segmental analysis above reflects the parameters applied by
the Board when considering the Group's monthly management accounts.
The Directors do not consider a division of the balance sheet to be
appropriate or useful for the purposes of understanding the
financial performance and position of the Group.
During the period under review the Group's revenue was generated
exclusively within the UK.
4. LOSS FROM OPERATIONS
2018 2017
GBP'000 GBP'000
This is arrived at after charging:
Staff costs (see note 5) 6,524 4,164
Depreciation 147 93
Amortisation of intangible fixed assets 824 681
Operating lease expense - property 358 254
Auditors' remuneration in respect of the
Company 9 8
Audit of the Group and subsidiary undertakings 51 62
Auditors' remuneration - non-audit services
-interim 2 2
Auditors' remuneration - non-audit services
-taxation 12 13
------------
- -------------
74 85
====== ======
5. STAFF COSTS
2018 2017
GBP'000 GBP'000
Staff costs for all employees, including
Directors consist of:
Wages, fees and salaries 5,511 3,358
Social security costs 645 356
Pensions 233 144
----------- -----------
6,389 3,858
Share based payment charge 135 306
----------- -----------
6,524 4,164
===== =====
2018 2017
The average number of employees of the Number Number
group during the year
was as follows:
Directors and key management 8 7
Operations and administration 125 89
----------- -----------
133 96
====== ======
The remuneration of the highest paid director was GBP230,310
(2017: GBP192,391). The total remuneration of key management
personnel was GBP1,284,693 (2017: GBP933,259).
Directors' Detailed Emoluments
Details of individual Directors' emoluments for the year are as
follows:
Salary Benefits Pension Total Total
& fees in kind contributions 2018 2017
& allowances
GBP GBP GBP GBP GBP
O Cooke 160,000 28,185 24,000 212,185 179,788
B Raven 175,000 29,060 26,250 230,310 192,391
P Dornan* 14,583 - - 14,583 -
R Rennison* 25,000 - - 25,000 25,000
P Young* 10,417 - - 10,417 25,000
---------------- ---------------- -------------- ---------------- ----------------
385,000 57,245 50,250 492,495 422,179
======== ======= ======= ======= =======
* Denotes non-executive Director
All pension contributions represent payments into defined
contribution schemes.
6. TAXATION ON LOSS FROM ORDINARY ACTIVITIES
2018 2017
GBP'000 GBP'000
Current tax credit (6) (19)
Deferred tax credit (23) (509)
------------ ------------
Tax credit for the year (29) (528)
====== ======
The tax assessed for the period differs from the standard rate
of corporation tax in the UK applied to loss before tax.
2018 2017
GBP'000 GBP'000
Profit/(loss) on ordinary activities
before tax - continuing Operations 221 (1,207)
Profit on ordinary activities before
tax - discontinued Operations 25 103
------------ ------------
Total Profit/(loss) on ordinary activities
before tax 246 (1,104)
====== ======
Profit/(loss) on ordinary activities
at the standard rate of corporation tax
in the UK of 19% (2017: 20%) 47 (221)
Effects of:
Unutilised losses - 100
Expenses not deductible for tax purposes 56 107
Other timing differences - (456)
Differences between capital allowances
and depreciation (46) 10
Adjustments to prior periods (6) -
Non-taxable income (399) (27)
Adjust closing deferred tax to average
rate of tax (5) (41)
Deferred tax not recognised 324 -
----------- -----------
Tax credit for the year (29) (528)
====== ======
7. EARNINGS PER SHARE
2018 2017
GBP'000 GBP'000
Earnings/(Loss) per share has been calculated
using the following:
Earnings/(Loss) (GBP'000) 275 (576)
Weighted average number of shares ('000s) 536,951 418,662
-------------- --------------
Basic profit/(loss) per ordinary share 0.05p (0.13)p
======= =======
Earnings/(Loss) per ordinary share has been calculated using the
weighted average number of shares in issue during the relevant
financial periods. IAS 33 requires presentation of diluted EPS when
a company could be called upon to issue shares that would decrease
earnings per share, or increase the loss per share. The exercise
price of the outstanding share options is significantly more than
the average and closing share. Therefore, as per IAS33 the
potential ordinary shares are disregarded in the calculation of
diluted EPS.
8. TANGIBLE FIXED
ASSETS
Office
Motor Computer fixtures
fittings
and
Vehicles equipment equipment Total
GBP'000 GBP'000 GBP'000 GBP'000
Cost
Balance at 1
April 2017 28 299 584 911
Additions - 148 141 289
Disposals - (160) (127) (287)
--------- --------- -------------- ---------------
Balance at 31
March 2018 28 287 598 913
--------- --------- -------------- ---------------
Accumulated
depreciation
Balance at 1
April 2017 15 207 308 530
Depreciation
charge 4 50 93 147
Disposals - (141) (113) (254)
--------- --------- -------------- ---------------
Balance at 31
March 2018 19 116 288 423
--------- --------- -------------- ---------------
Net Book Value
At 31 March
2018 9 171 310 490
===== ===== ===== =====
At 31 March
2017 13 92 276 381
===== ===== ===== ======
9. INTANGIBLE ASSETS Customer Regulatory Goodwill Other
& Adviser Approvals Arising Intangible
on
Relationships & Systems Consolidation Assets Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Cost
Balance at 1
April
2017 5,415 1,815 14,751 474 22,455
Additions - - - 6 6
------------- ------------- ------------- ------------ ---------------
Balance at 31
March
2018 5,415 1,815 14,751 480 22,461
------------- ------------- ------------ ------------ ---------------
Accumulated
amortisation
Balance at 1
April
2017 1,730 566 205 - 2,501
Amortisation 491 222 - 111 824
------------ ----------- ----------- ------------ ---------------
Balance at 31
March
2018 2,221 788 205 111 3,325
----------- ------------ ------------ ------------ ---------------
Net Book Value
At 31 March 2018 3,194 1,027 14,546 369 19,136
====== ====== ====== ====== =======
At 31 March 2017 3,685 1,249 14,546 474 19,954
====== ====== ====== ====== =======
Customer and Adviser Relationships relate to identifiable
relationships between acquired companies, their adviser network and
the associated client bases.
Regulatory Approvals and Systems relate to the estimated costs
incurred by acquired companies in obtaining authorisations to carry
on their relevant business and in putting in place the appropriate
staffing and information structures.
Amortisation is charged over a period between 5 and 10
years.
GOODWILL AND
IMPAIRMENT
The carrying value of goodwill in respect of each cash generating
unit is as follows:
31 March 31 March
2018 2017
GBP'000 GBP'000
Financial Advisory business 12,631 12,631
Investment
Management
business 1,915 1,915
------------- -------------
14,546 14,546
====== =======
In assessing the carrying value of goodwill the Directors have given
consideration to the anticipated performance of each of these cash
generating units as part of a value in use calculation. This consideration
included reference to a generally accepted future medium term (five
year) growth rate of 10%, followed by a long-term rate of 3%. It
is also assumed a discount rate of 15%. It is considered that any
reasonably possible changes in the key assumptions would not result
in an impairment of the present carrying value of the goodwill.
10. TRADE AND OTHER RECEIVABLES 31 March 2018 31 March 2017
GBP'000 GBP'000
Trade receivables 2,018 748
Prepayments and accrued income 1,180 942
Other receivables 136 459
------------- -------------
3,334 2,149
====== ======
11. LIABILITIES 31 March 2018 31 March 2017
GBP'000 GBP'000
Current liabilities
Trade payables 2,101 1,095
VAT and social security liabilities 222 250
Accruals 829 803
Deferred consideration on
acquisitions 1,100 2,002
Other payables 350 870
Corporation tax payable - 49
Loans and finance leases 101 250
------------- -------------
4,703 5,319
====== ======
Non-current liabilities
Loans and finance leases 2,233 2,000
Deferred consideration - 1,100
----------- ------------
2,233 3,100
====== ======
In 2016 the Company entered into a three-year, GBP2 million debt
facility with Assetz SME Capital Ltd which is secured by a charge
in favour of Assetz SME Capital Ltd over the Group's shares in
Tavistock Partners (UK) Ltd. Interest on the facility, at the rate
of 9% per annum, is paid monthly and repayment of the principal sum
is due in April 2019. The facility can be extended at the Company's
discretion for a further period of up to two years.
12. PROVISIONS
Total
GBP'000
Balance at 1 April 2017 46
Payments to settle claims 16
Provisions released (22)
-------------
Balance at 31 March 2018 40
=======
13. DEFERRED TAX
Total
GBP'000
Balance at 1 April 2017 (396)
Deferred tax credit in the year 23
Transferred on disposal (32)
-------------
Balance at 31 March 2018 405
=======
The deferred tax provision 31 March 2018 31 March 2017
comprises:
GBP'000 GBP'000
Accelerated capital allowances - (17)
Unutilised tax losses (321) (419)
Deferred tax on intangibles 726 832
------------- -------------
405 396
====== ======
14. FINANCIAL RISK MANAGEMENT
The Group is exposed to risks that arise from its use of
financial instruments. These financial instruments are within the
current assets and current liabilities shown on the face of the
statement of financial position and comprise the following:
Credit risk
The Group is exposed to credit risk primarily on its trade
receivables, which are spread over a range of Investment platforms
and advisers. Receivables are broken down as follows:
31 March 2018 31 March 2017
GBP'000 GBP'000
Loans and receivables
Trade receivables 2,018 748
Other receivables 136 459
====== ======
The table below illustrates the due date of trade
receivables:
31 March 2018 31 March 2017
GBP'000 GBP'000
Current 2,018 697
31 - 60 days - -
61 - 90 days - -
91 - 120 days - -
121 and over - 51
------------- -----------
2,018 748
====== ======
Liquidity risk
Liquidity risk arises from the Group's management of working
capital and the finance charges and repayments of its
liabilities.
The Group's policy is to ensure that it will have sufficient
cash to allow it to meet its liabilities when they become due and
so cash holdings may be high during certain periods throughout the
period.
Other than the loans referred to in Note 11, the Group currently
has no bank borrowing or overdraft facilities.
The Group's policy in respect of cash and cash equivalents is to
limit its exposure by reducing cash holding in the operating units
and investing amounts that are not immediately required in funds
that have low risk and are placed with a reputable bank.
Cash at bank and cash equivalents
31 March 31 March 2017
2018
GBP'000 GBP'000
At the year end the Group had the following
cash balances: 3,111 4,558
====== ======
Cash at bank comprises Sterling cash deposits held within a
number of banks. At 31 March 2018, GBP197,000 (2017: GBP252,000) of
cash is held on deposit in special interest bearing accounts to
maximise returns.
All monetary assets and liabilities within the group are
denominated in the functional currency of the operating unit in
which they are held. All amounts stated at carrying value equate to
fair value.
31 March 31 March 2017
2018 GBP'000
GBP'000
Financial liabilities at
amortised cost
Trade payables 2,101 1,095
Accruals 829 803
====== ======
The table below illustrates the ageing of trade payables:
31 March 31 March 2017
2018
GBP'000 GBP'000
Current 1,950 1,092
31 - 60 days 65 3
61 - 90 days - -
91 - 120 days - -
121 and over 86 -
---------------- ---------------
2,101 1,095
======== ========
Capital Disclosures and Risk Management
The Group's management define capital as the Group's equity
share capital and reserves.
The Group's objective when maintaining capital is to safeguard
its ability to continue as a going concern, so that in due course
it can provide returns for shareholders and benefits for other
stakeholders.
The Group manages its capital structure and makes adjustments to
it in the light of changes in the business and in economic
conditions. In order to maintain or adjust the capital structure,
the Group may from time to time issue new shares, based on working
capital and product development requirements and current and future
expectations of the Company's share price.
Share capital is used to raise cash and as direct payments to
third parties for assets or services acquired.
Market risk
Interest rate risk
Interest rate risk is the risk that the value of financial
instruments will fluctuate due to changes in market interest rates.
The Group considers the interest rates available when deciding
where to place cash balances. The Group has no material exposure to
interest rate risk.
15. SHARE CAPITAL 31 March 31 March 2017
2018
GBP'000 GBP'000
Called up share capital
Allotted, called up and fully paid
537,186,045 Ordinary shares of 1 pence
each
(2017: 533,614,920 shares of 1 pence
each) 5,371 5,336
30,450,078 Deferred shares of 9p each 2,742 2,742
465,344,739 Deferred "A" shares of 0.99
pence each 4,607 4,607
------------ ------------
12,720 12,685
====== ======
On 24 April 2017, 3,571,125 new Ordinary shares of 1p were
issued at an issue price of 2.8p to an existing shareholder.
The following describes the nature and purpose of each of the
Company's reserves:
Reserve Description and purpose
Share capital Amount subscribed for share capital at nominal value.
Share premium Amount subscribed for share capital in excess of
nominal value.
Retained earnings Cumulative net gains and losses recognised in
the consolidated statement of comprehensive income.
16. SHARE BASED PAYMENTS
During the period the Company issued options over 64,461,500 Ordinary
shares.
These options have been valued using the Black- Scholes pricing
model. The weighted average of the assumptions used in the model
are:
31 March 2018 31 March 2017
Share price at grant 2.92p 3.32p
Exercise price 5.25p 5.25p
Expected volatility 62% 112%
Expected life 5 years 7 years
Risk free rate 1.1% 1.2%
Expected volatility has been determined by reference to the fluctuations
in the Company's share price between the formation of its current
group structure and the grant date of the share options.
31 March 2018 31 March 2017
Weighted Weighted
average price average
price
(pence) Number (pence) Number
Outstanding at the beginning
of the year 5.18 21,220,000 2.84 18,450,000
64,461,500 7,720,000
Granted during the year 5.25 (10,252,401) 5.25 (4,950,000)
Lapsed during the year 5.25 4.08
------------------- -------------------
Outstanding at the end of
the period 5.23 75,429,099 5.18 21,220,000
========= =========
The exercise price of options outstanding at the end of the
year, 2,050,000 of which had vested and were exercisable, was 5.23p
and their weighted contractual life was 5.67 years.
There were no options over Ordinary shares exercised in the
period. The weighted average fair value of each option granted
during the current period was assessed as being 1.10p and their
weighted average contractual life was 5 years.
17. LEASING COMMITMENTS 31 March 31 March 2017
2018
GBP'000 GBP'000
The Group's future minimum lease payments
fall due as follows:
Not later than 1 year 286 252
Later than 1 year and not later than
5 years 629 324
------------- -------------
915 576
===== =====
18. RELATED PARTY TRANSACTIONS
Payments of GBP37,000 (2017: GBP56,000) were made to threesixty
Support LLP in relation to compliance services, a firm in which
Philip Young, who served for part of the year as a Non-Executive
Director of the Company, also served as Managing Director during
the year.
During the period, Tavistock Wealth Limited received fees of
GBP3,290,000 (2017: GBP1,163,000) under the terms of an agreement
entered into with Investment Fund Services Limited ("IFSL"). IFSL
is a company of which Andrew Staley, a significant shareholder in
Tavistock Investments Plc, is a director.
TAVISTOCK INVESTMENTS PLC Company number 05066489
COMPANY BALANCE SHEET
AS AT 31 MARCH 2018 - PREPARED UNDER UK GAAP
At 31 March 2018 At 31 March 2017
GBP'000 GBP'000 GBP'000 GBP'000
Fixed assets
Investments III 22,110 22,360
Tangible fixed assets IV 312 281
Intangible fixed assets V 370 474
----------------- -----------------
22,792 23,115
Current assets
Debtors VI 964 1,377
Cash at bank and in hand VIII 278 1,089
----------------- -----------------
1,242 2,466
Creditors: amounts falling
due within
one year IX (4,265) (4,738)
---------------- ----------------
Net current liabilities (3,023) (2,272)
Debtors: amounts falling
due after one year VII 299 299
Creditors: amounts falling
due after one year X (2,000) (3,100)
--------------- ---------------
Total assets less total
liabilities 18,068 18,042
======= =======
Capital and reserves
Called up share capital XI 12,720 12,685
Share premium account 4,882 27,818
Retained reserves 466 (22,461)
------------------ ------------------
Shareholders' funds 18,068 18,042
========= =========
The loss of the parent company for the year was GBP73,000 (2017:
GBP671,000)
The financial statements were approved by the Board and
authorised for issue on 26 June 2018.
Oliver Cooke
Chairman
TAVISTOCK INVESTMENTS PLC
STATEMENT OF CHANGES IN EQUITY
FOR THE YEARED 31 MARCH 2018 - PREPARED UNDER UK GAAP
Share Share Retained Shareholder
Capital Premium reserves funds
GBP'000 GBP'000 GBP'000 GBP'000
31 March 2016 10,262 20,688 (22,790) 8,160
Issue of shares 2,423 7,130 - 9,553
Loss before and after tax - - (671) (671)
Dividends received - - 1,000 1,000
------------- ------------- ------------- -------------
31 March 2017 12,685 27,818 (22,461) 18,042
------------- -------------- -------------- -------------
Issue of shares 35 64 - 99
Loss after tax - - (73) (73)
Reduction of share premium - (23,000) 23,000 -
------------- -------------- --------------- --------------
31 March 2018 12,720 4,882 466 18,068
------------- -------------- -------------- -------------
TAVISTOCK INVESTMENTS PLC
NOTES FORMING PART OF THE COMPANY FINANCIAL STATEMENTS
FOR THE YEARED 31 MARCH 2018
I. ACCOUNTING POLICIES
The principal accounting policies applied are summarised
below.
Basis of preparation
The financial statements have been prepared under the historical
cost convention as modified by the revaluation of Tangible Assets
and in accordance with Financial Reporting Standard 102, the
Financial Reporting Standard applicable in the United Kingdom and
the Republic of Ireland and the Companies Act 2006.
FRS 102 is mandatory for accounting periods beginning on or
after 1 January 2015.
The preparation of financial statements in compliance with FRS
102 requires the use of certain critical accounting estimates. It
also requires management to exercise judgment in applying the
company's accounting policies (see note 2 in the Group financial
statements).
These accounts do not include a Cashflow Statement or a
Financial Instruments note as these are disclosed in the Group
financial statements.
All accounting policies that are not unique to the company are
listed on pages 23-25. All additional accounting policies have been
applied as follows:
Going concern
The Directors' are of the opinion that the Company has
sufficient working capital for the foreseeable future and on this
basis, consider it appropriate that the accounts have been prepared
on a going concern basis.
Valuation of investments
Investments held as fixed assets are stated at cost less any
provision for impairment in value.
II. LOSS FOR THE FINANCIAL PERIOD
The Company has taken advantage of the exemption allowed under
s408 of the Companies Act 2006 and has not presented its own profit
and loss account in these financial statements. The Company's loss
for the year was GBP73,000 (2017: Loss of GBP671,000).
The average number of employees of the company during the year
was 10 (2017: 8) and total staff costs were GBP1,427,000 (2017:
GBP1,209,000).
III. FIXED ASSET INVESTMENTS 31 March 2018 31 March 2017
GBP'000 GBP'000
Subsidiary undertakings
Cost
Balance at 1 April 2017 22,687 12,024
Additions - 10,663
Disposals (250)
-------------- --------------
Balance at 31 March 2018 22,437 22,687
Provisions
Balance at 1 April 2017 (327) (327)
-------------- --------------
Balance at 31 March 2018 (327) (327)
-------------- --------------
Carrying value of investments 22,110 22,360
======= =======
At the year end the Company had the following wholly owned
subsidiaries
Registered Office Address Name Holding
1 Bracknell Beeches, Old Tavistock Wealth Limited Direct
Bracknell Lane, Bracknell,
RG12 7BW
Tavistock Partners Limited Direct
Sterling McCall Limited Indirect
Tavistock Partners (UK) Ltd Direct
Duchy Independent Financial Direct
Advisers Limited
Price Bailey Financial Services Direct
Limited
Tavistock Private Client Limited Indirect
Cheviot Financial Planning Indirect
Limited
The Tavistock Partnership Direct
Limited
Tavistock Direct Limited Direct
1, The Cornerstone Market Cornerstone Asset Holdings Direct
Place, Kegworth, Derby DE74 Limited
2EE
26 Upper Pembroke Street, Tavistock Wealth (Global) Indirect
Dublin 2, Ireland Limited
IV. TANGIBLE FIXED ASSETS Office fixtures
Computer fittings
and
equipment equipment Total
GBP'000 GBP'000 GBP'000
Cost
Balance at 1 April 2017 100 279 379
Additions 25 97 122
--------- -------------- ---------------
Balance at 31 March 2018 125 376 501
--------- -------------- ---------------
Accumulated depreciation
Balance at 1 April 2017 45 53 98
Depreciation charge 20 71 91
--------- -------------- ---------------
Balance at 31 March 2018 65 124 189
--------- -------------- ---------------
Net Book Value
At 31 March 2018 60 252 312
===== ===== =====
At 31 March 2017 55 226 281
===== ===== ======
V. INTANGIBLE FIXED ASSETS
Total
GBP'000
Software Cost
Balance at 1 April 2017 474
Additions 16
---------------
Balance at 31 March 2018 490
---------------
Accumulated amortisation
Balance at 1 April 2017 -
Amortisation charge 120
---------------
Balance at 31 March 2018 120
---------------
Net Book Value
At 31 March 2018 370
=====
At 31 March 2017 474
======
VI. DEBTORS: due within one year 31 March 2018 31 March 2017
GBP'000 GBP'000
Amounts owed by subsidiary undertakings 609 1,150
Trade debtors 15 74
Other debtors 96 52
Prepayments and accrued income 244 101
------------ ------------
964 1,377
===== =====
VII. DEBTORS: due after one year 31 March 2018 31 March 2017
GBP'000 GBP'000
Deferred tax asset 299 299
------------ ------------
299 299
===== =====
VIII. CASH AND CASH EQUIVALENTS
31 March 2018 31 March 2017
GBP'000 GBP'000
Cash at bank and in hand 278 1,089
------------- -------------
278 1,089
====== ======
IX. CREDITORS: amounts falling due
within one year
31 March 2018 31 March 2017
GBP'000 GBP'000
Term loan - 250
Trade creditors 237 202
Accruals 225 167
Other tax and social security 114 76
Other creditors 310 233
Deferred consideration 1,130 2,002
Amounts owed to subsidiary undertakings 2,249 1,808
------------ ------------
4,265 4,738
====== ======
X. CREDITORS: amounts falling due
after one year
31 March 2018 31 March 2017
GBP'000 GBP'000
Term loans 2,000 2,000
Deferred consideration - 1,100
------------- ------------
2,000 3,100
====== ======
XI. SHARE CAPITAL
Details of the Company's share capital and the movements in the
period can be found in Note 15 to the consolidated financial
statements.
XII. SHARE OPTIONS
EMI Share Option Scheme
Details of the share options outstanding at 31 March 2018 can be
found in Note 16.
XIII. RELATED PARTY TRANSACTIONS
Advantage has been taken by the Company of the exemptions
provided by Section 33.1A of FRS102 not to disclose group
transactions in respect of wholly owned subsidiaries.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
FR BLGDLUUDBGIL
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