TIDMWHI
RNS Number : 3372F
W.H. Ireland Group PLC
15 July 2021
WH Ireland Group Plc
("WH Ireland" or the "Company" and with its subsidiaries the
"Group")
Financial Results for the Twelve Months ended 31 March 2021
Notice of AGM
Strong performance delivers first profit in five years
WH Ireland is pleased to announce its final results for the year
ended 31 March 2021.
A strong performance from our Capital Markets Division (CMD) and
continued progress in Wealth Management (WM) has delivered the
first profit in five years from WH Ireland and has enabled
considerable investment across the Group to ensure we are equipped
to grow.
Financial Highlights
-- Revenue increased 37% to GBP29.6m (31 March 2020 ("FY 2020"): GBP21.6m)
-- Profit before tax GBP1.0m (FY 2020: GBP3.3m loss)
-- GBP1.2m profit after tax (FY 2020: GBP3.3m loss)
-- Adjusted EBITDA* of GBP3.0m (FY 2020: GBP0.9m loss)
-- Earnings per share of 2.47p (FY 2020: 7.38p loss)
-- Cash and cash equivalents as at 31 March 2021 GBP8.2m (FY 2020: GBP2.6m)
-- Group regulatory capital solvency ratio at 12.6% (FY 2020: 10.3%)
-- Total AUM increased 40% to GBP2.1bn (FY 2020: GBP1.5bn)
Note: These numbers do not include partial year contributions
from WH Ireland (IOM) Limited, which was disposed of during the
year
*adjusted EBITDA comprises profit/loss after tax, less the
impact of interest, tax, depreciation, amortisation, share based
payments and exceptional items including acquisition related
costs.
Divisional Highlights
Wealth Management:
-- Successful acquisition of Harpsden with integration progressing better than expected
-- Completed disposal of non-core Isle of Man business during the year
-- Continued improvement in the quality of the business with fee
income now representing 76% of total wealth management income (FY
2020: 72%)
-- Discretionary managed assets ("DFM") almost doubled to
GBP1.0bn, including the acquisition of Harpsden (31 March 2020:
GBP0.5bn)
-- DFM underlying growth of 34% (excluding IoM & acquisition
of Harpsden) well ahead of underlying market performance
Capital Markets:
-- Corporate and Institutional Broking now part of newly formed Capital Markets Division
-- Revenue up over 100% to approximately GBP16.3m (FY 2020: GBP7.9m)
-- GBP236m funds raised for public and private corporate clients (FY 2020 FY: GBP67m)
-- Total equity transactions 42 (FY 2020: 24)
-- Welcomed 21 new corporate clients to end the year with 82
quoted corporate clients (FY 2020: 74)
-- Building out the team with recruitment in Healthcare, Climate
Aligned Capital, Private Growth Capital and in our High Net Worth
and Family Office coverage
-- Ultra High Net Worth and Family Office AUM of GBP521m (FY 2020: GBP312m)
Current Trading and Outlook
-- Strong CMD performance has continued into the new financial year
-- WM progress continues with Harpsden integration largely complete and with net inflows YTD
-- Acquisition and hiring pipeline building in both divisions
Commenting, Phillip Wale, Chief Executive Officer said:
"We have seen a year of significant progress despite the
challenges posed due to the Covid pandemic. The business and our
employees have performed extremely well and the result is our first
profit for five years.
"This progress, and the financial robustness it has provided,
has enabled us to invest significantly in people and processes.
This allows us to confidently grow the business to at least achieve
our targets of GBP3bn of discretionary assets under management,
with a 20% margin and to have a Capital Markets Division that can
sustainably deliver revenue of GBP20m.
"This year has started well with the final stages of the
Harpsden integration being better than we had expected and with the
Capital Markets Division continuing the progress it made last year.
We therefore look forward with confidence to the remainder of the
year."
Annual General Meeting
The Company confirms that it will today post to shareholders the
annual report and accounts for the period ended 31 March 2021, and
a notice convening the annual general meeting of the Company. A
copy of the annual report and accounts along with the notice of AGM
is available on the Company's website. The Annual General Meeting
of the Company will be held at the Company's offices at 24 Martin
Lane, London EC4R 0DR on Thursday 12 August 2021
at 11.00 a.m .
Due to the COVID-19 pandemic and social distancing measures
currently in place at the date of this notification shareholders
are strongly discouraged from attending this meeting in person.
Shareholders are strongly encouraged to ensure that their votes are
counted at the Annual General Meeting by appointing the Chairman of
the Annual General Meeting as their proxy and submitting their
completed Form of Proxy as soon as possible. The Directors continue
to closely monitor developments relating to COVID-19 and if any
change to the Annual General Meeting arrangements are required, the
Company will notify this to all shareholders as soon as
possible.
For further information please contact:
WH Ireland Group plc www.whirelandplc.com
Phillip Wale, Chief Executive
Officer +44(0) 20 7220 1666
Canaccord Genuity Limited www.canaccordgenuity.com
Emma Gabriel / Tom Diehl +44(0) 20 3368 3555
MHP Communications whireland@mhpc.com
Reg Hoare / James Bavister +44 (0) 20 3128 8170
Notes to Editors:
About WH Ireland Group plc
Wealth Management Division
WH Ireland provides independent financial planning advice and
discretionary investment management. Our goal is to build long
term, mutually beneficial, working relationships with our clients
so that they can make informed & effective choices about their
money and how it can support their lifestyle ambitions. We can
trace our history of helping individuals and their families as well
as entrepreneurs, charities and trustees back to 1872. By building
a financial plan & investment strategy with us, our clients are
free to focus on the important things, like life.
Capital Markets Division
Our Capital Markets Division is specifically focused on the
public and private growth company marketplace. The team's
significant experience in this exciting segment means that we are
able to provide a specialist service to each of its respective
participants. For companies, we raise public and private growth
capital, as well as providing both day-to-day and strategic
corporate advice. Our tailored approach means that our teams engage
with all of the key investor groups active in our market - High Net
Worth Individuals, Family Offices, Wealth Managers and Funds. Our
broking, trading and research teams provide the link between growth
companies and this broad investor base. In our latest financial
year, we successfully completed the IPOs of Various Eateries and
Amte Power, we raised capital for quoted companies such as AFC
Energy, Bacanora Lithium and Jubilee Metals and unquoted companies
such as Elmtronics and Genie Drinks; whilst welcoming 21 new quoted
companies to our corporate client roster.
WH Ireland would also like to welcome the following new hires
who have joined the group in the last nine months:
Jeremy Arthur - Chartered Financial Planner & Head of Henley
Office
Jeremy is a Chartered Financial Planner and a Fellow of the
Personal Finance Society with over 30 years' experience as an
Independent Financial Adviser. He works closely with his client's
legal and tax advisers to deliver cohesive and long term
inter-generational planning.
Ian Brady - Chief Investment Officer
Ian has over 25 years' fund management experience. Previous
roles have included Head of Fund of Funds at Invesco Perpetual,
where he was responsible for global asset allocation on over GBP1.8
billion of assets. Ian left Invesco Perpetual in January 2008 to
co-found Harpsden Wealth Management.
Erica Brady - Head of Financial Planning Operations
Erica qualified as a Chartered Accountant in 1991 with KPMG in
Dublin and has also worked at Commercial Union (now Aviva). She has
been involved with Harpsden Wealth Management since its inception
in 2008 and was appointed Finance Director of in 2013.
Danyella Johnston - Head of Operations, Wealth Management
Danyella joined WH Ireland in 2020 as Head of Operations for the
Wealth Management division. During her career Danyella has worked
in Financial Services, Retail, Logistics, Pharmaceuticals and
Aviation with her most recent role as the Head of Data and
Analytics for Manchester Airport Group.
Fraser Marshall, Head of Capital Markets
Fraser has had a 26-year career in the UK equity markets,
working in sales and corporate broking with Kleinwort Benson,
Evolution Securities, Collins Stewart, Royal Bank of Canada and
Arden Partners, where he was Head of Equities and a member of its
Senior Management team.
Amer Khan - Director, Head of Climate Aligned Capital
Amer is an experienced relationship investment banker focused on
the sustainability and climate change sector, having been active in
the Renewable Energy & CleanTech arena since 2005. Amer has
previously held positions at Dresdner Kleinwort Wasserstein, Numis,
Panmure Gordon, Piper Jaffray, and Entelligent.
Emma Ulker - Director, Institutional Research
Emma is an experienced research analyst specialising in the
healthcare and life sciences sectors and has held positions at
Edison, Trinity Delta Research, Equity Development, and Proactive
Investors.
Mike Broome - Director, Private Growth Capital
Mike joined WH Ireland from STJ Advisors where he was Head of
the Private Placement division. He previously held positions at
Deutsche Bank, ICAP, HSBC Equities, QMG Insight, and IZOT
Advisers.
Rob Goodall - Director, Multi-Family Office
Rob began his career at Nikko Securities in 1992 as Futures and
Options Broker. He then became Head of CFD Trading at Cantor
Fitzgerald, and subsequently went on to work at various broking
houses including Arden Partners and Novum Securities.
David-James Sheehan - Director, Multi-Family Office
Following a stint in the army David has managed desks looking
after UHNW and Family Office accounts since 1995, having worked at
Townsley, Kaupthing Banque Luxembourg, Novum and Arden Partners.
Over the years his clients have invested over GBP5bln into equity
fundraisings.
Ben Carroll - Market Maker
Ben has been a Market Maker/Sales Trader for more than 15 years,
having worked at Cenkos Securities and Altium Capital.
Charlie Cullen - Research Associate
Charlie Cullen joined from Deloitte LLP, having qualified as a
chartered accountant within tax consulting and accounting where he
focused on high growth private businesses and M&A. Charlie
previously graduated from Cambridge University with a degree in
Natural Sciences.
Karen Barnett - Human Resources Director
Karen is an experienced Human Resources Director with over 25
years' experience, and is responsible for developing and executing
people strategies, processes, and policies in support of the
overall business plan and strategic direction of WH Ireland. Karen
was Head of Human Resources at Merian Global Investors.
Graham Bateman - Head of Compliance, Risk and MLRO
Graham has 25 years of experience working in Financial Services,
being a Compliance Officer and Anti Money Laundering Officer for
several firms in Wealth Management, Life, Savings and Pensions,
General Insurance and Mortgage markets. Graham is a data protection
specialist.
Tara Browne - Client Relations Executive
Tara has over 20 years of experience of working in financial
services, including roles in investor relations, sales and trading
at Banque Paribas, Arbuthnot Securities and Société Générale during
this time.
Financial Results for the Twelve Months ended 31 March 2021
Chair's Statement
Review and Outlook
This financial year saw further progress at WH Ireland, with the
first profit in five years providing clear evidence of the extent
of the change delivered. Perhaps most importantly, the WH Ireland
team now have a robust platform on which to build a much bigger
business, that can deliver sustainable growth. Our ambition, that
we laid out last October, to grow our discretionary assets under
management to GBP3bn and our Capital Markets Division into a
business that can grow revenue to GBP20m a year, is very much on
track. Our discretionary funds under management have continued to
increase, despite the sale of our IOM business during the year.
This has been helped by the acquisition of Harpsden, by the return
of the group to net inflows and more positive markets. Our Capital
Markets business has made significant progress as the combination
of a growing client base and a successful return to the IPO market
drove increased revenue.
We have continued to make good progress on improving the Group's
efficiency, whilst investing in our people and capabilities. The
changes made in our Wealth Management business, alongside our first
acquisition, have ensured we have an attractive proposition to help
grow our discretionary assets under management. We believe we have
established an operating structure that allows us to grow assets
with very little additional cost.
We have restructured the way we incentivise our people across
the group. There is now considerable equity ownership across
employees, and there are clear targets that support our overall
long-term strategy. Growth in discretionary funds under management
with good client outcomes in our wealth business and growth in
profitability in our Capital Markets Division are the most
important drivers of our approach to remuneration.
We are focused on building differentiated propositions for our
customers that take advantage of broader market trends. In Capital
Markets we have strengthened our ability to distribute public and
private equity to high net worth individuals, ultra-high net worth
individuals and family offices as well as hiring sector expertise
in areas that we believe will see significant capital requirements
in both the private and public markets. Our focus on supporting
growth companies as they access capital is evidenced by our return
to the IPO market, and by a resurgence in our private funding
business. Building out our private funding business will be a
priority for the group this year.
In Wealth Management we have strengthened our financial planning
and investment management capabilities as well as our operational
capability. The improvement in profitability and fund flows is a
testament to the detailed and hard work done by all in the division
and we believe this year we will see the benefits more clearly.
As we grow, become more profitable and increase our balance
sheet and capital strength it has been important to ensure that we
build a strong central expertise to support both divisions. Our
strengthened capabilities in HR, Compliance, and M&A will be
important to our expansion.
It has been particularly pleasing that as a group we have been
able to operate successfully during a period of significant
uncertainty. Our ability to deliver a meaningful profit, whilst
ensuring we build a business that has the right resources to grow
at such a challenging time has only been possible due to the hard
work, professionalism, and determination of our talented team.
I would like to thank the Board for the huge progress we have
been able to make in such a short time and in such a challenging
environment. In particular I would like to thank Victoria Raffé,
who has been a Non-Executive Director for 4 years, and who proved
to be an invaluable source of expertise over that period, and
Alistair Buchanan, who has been a Non-Executive Director for 2
years, and who was an important steward during a challenging time.
I wish Victoria and Alistair well for the future. I would also like
to welcome Helen Sinclair, who brings a wealth of experience in
private markets as well as a strong understanding of the risks
companies face as they grow. Both these areas will be key to us as
we develop our business.
Finally, I would like to thank our customers and our
shareholders for their support. We would not have been able to
achieve what we have without their loyalty.
We very much look forward to building on this strong foundation
as we focus on the targets we set in October 2020, of managing
GBP3bn of Discretionary Funds whilst delivering a 20% margin, and
of achieving revenues of GBP20m from our Capital Markets
Division.
P Shelley
15 July 2021
Chief Executive's Statement
Overview
WH Ireland has had a significant year of progress despite the
serious challenges posed following the outbreak of the Covid
pandemic. It has been a year of milestones achieved against targets
set and I thank all our employees, clients, customers and business
partners for their support. These targets included the necessary
reduction in costs, the refreshing of the management team, the
building of a robust control framework, a return to sustainable
profits and then to start the process of growing the business,
including acquisitions, back to acceptable levels of return for our
shareholders. However, we still need to remain focused to ensure
that we retain the benefits of those achievements, especially the
retention of our people, our control framework and the support of
our customers as we look to build on this first profitable year in
five years.
The Year 2020/2021
The start of the financial year was unprecedented, following the
market turmoil created by the onset of the Covid-19 pandemic. Our
employees reacted superbly and moved smoothly to a remote working
model, as well as accepting some tough changes to remuneration. The
investment in new people and teams was successful, as it enabled us
to take advantage of a stronger market to double the Capital
Markets Division revenue to GBP16.3m (2020: GBP7.9m). Wealth
Management continued its successful drive to improve quality of
earnings with an increase in the proportion of its assets under
discretionary management, and by making its first acquisition,
Harpsden, in December 2020. Despite the challenging market levels,
revenue of GBP13.3m was relatively stable (2020: GBP13.8m). It is
now recovering well with higher market levels and as we complete
the integration of Harpsden. Overall revenue for the Group rose 37%
to GBP29.6m (2020: GBP21.6m). Administrative expenses rose 15% to
GBP28.4m (2020: GBP24.7m) and within this, fixed costs reduced by
GBP1.5m to GBP20.0m (2020: GBP21.5m). Exceptional items were
GBP0.6m (2020: GBP1.0m).
Clients
Our clients are at the heart of everything that we do. Our
central mission is to provide excellent service to our corporate,
institutional and private clients, and this remains our priority. I
would like to take the opportunity to thank all our clients for
their loyalty and patience as we have worked through the inevitable
disruption from the scale and pace of change we have instigated
this year.
We now have a platform that is better able to provide the
quality of service that will differentiate us in the future and
which has shown it is sufficiently robust to successfully navigate
challenges as significant as Covid-19.
Staff
There are excellent people within the Group and we continue to
attract new individuals and teams across both divisions, though I
continue to monitor the head count required by the new, simplified
business. I thank all our members of staff for their commitment and
hard work in the past year as they managed the uncertainty and
challenges of the new working model since the onset of the Covid-19
pandemic. Group headcount at 158, has increased from 148 in 2020
due primarily to the acquisition of Harpsden Wealth Management Ltd
with its headcount of 19.
Shareholders
I am delighted with the support, both in terms of capital
investment and guidance, received from our major shareholders and
thank them and the new investors who have joined and supported WH
Ireland in our most recent placing in December 2020 that made our
first acquisition possible.
Capital
Last year we were clear that there was no need to raise further
capital to replenish the Group's capital position and that we would
only do so for growth reasons. We were delighted to see the level
of support received from both existing and new shareholders in
raising GBP5.3m in December 2020 for the acquisition of Harpsden.
This capital raise combined with the profits for the year has
increased total equity to GBP15.1m (2020: GBP8.5m). Cash at the
year-end of GBP8.2m has increased 215% over the year (2020:
GBP2.6m). The group has no debt. Against the forecasts set out and
agreed with the business and approved by the Board, the Directors
believe that these levels are sufficient to take WH Ireland to the
next phase of development.
Wealth Management (WM)
This has been a pivotal year for WM. Following a year of cost
reduction, legacy system elimination and control framework
improvement, coupled with the rationalisation of non-optimal teams
and offices and the repricing of the WM offerings, the division was
able to grow with the acquisition of Harpsden. The team at Harpsden
have developed an excellent business serving its local area with
professionalism and care. It brought both GBP250m of discretionary
assets and a profitable business that, once the integration is
complete, will provide clients with better value products and
pricing.
Total Group assets under management have increased to GBP2.1bn
(2020: GBP1.5bn) including GBP1.6bn in WM net of outflows in
execution-only assets through a combination of market level rises
amounting to GBP334m, and the Harpsden acquisition which added
GBP250m of discretionary managed assets. Discretionary managed
assets increased 81% to GBP1.0bn (2020: GBP0.5bn).
Capital Markets Division (CMD)
CMD is a new division and incorporates the Corporate and
Institutional Broking business. CMD is led by Fraser Marshall who
joined in December 2020. CMD strengthened its position as a top
five AIM broker and top three Nomad by client numbers. During the
year CMD welcomed 21 new clients and it increased its number of
retained corporate clients to 82 (2020: 74). Fixed costs were
reduced by changing the remuneration structure at the start of the
year. Base salaries were reduced and a variable pay structure
introduced. Gross transaction fees more than doubled to GBP9.6m
(2020: GBP3.3m) as the team completed 42 transactions raising
GBP236m for clients (2020: 24 and GBP67m respectively).
The drive to strengthen our capabilities continued into 2021
with selective hires across all departments. This has continued in
the new financial year. The increased number of private growth
capital transactions completed in the year was particularly
pleasing, and we will continue to invest in this area
Looking f orward
The group has faced a unique combination of challenges
throughout the year. The business and our employees have performed
extremely well, and the result is the delivery of our first profit
in five years. Pleasingly, the targets I set over the past 3 years
are being met as we enter the growth phase in our plan to return
the Company to sustainable profitability, and over the next three
years to achieve meaningful levels of growth in AUM and in
profitability. The year has started well with the final stages of
the Harpsden integration proceeding better than we had expected and
with the Capital Markets Division continuing the progress it made
last year. We therefore look forward with confidence to the
remainder of the year.
P Wale
15 July 2021
Strategic Report
Overview
The WH Ireland Group has two principal operating subsidiaries,
WH Ireland Limited and Harpsden Wealth Management Limited.
WH Ireland Limited consists of two business divisions: Wealth
Management (WM), which provides wealth management solutions and
independent financial advisory services to retail clients and the
Capital Markets Division (CMD), which provides public and private
growth capital, day-to-day and strategic corporate advice, broking,
trading and equity research to Funds, High Net Worth individuals
and Family Offices.
Total assets managed by the Group are GBP2.1bn (2020: GBP1.5bn
excluding discontinued businesses). Of this total, GBP1.6bn is held
in the WM division with a further GBP0.5bn within CMD's Ultra High
Net Worth business.
Harpsden Wealth Management Limited (Harpsden) was acquired by
the Company in December 2020 and provides wealth management
services to retail clients.
The Group's income is predominantly derived from activities
conducted in the UK with a number of retail, high net worth,
ultra-high net worth, family office, institutional and corporate
clients.
At the year-end, the Group had 158 staff (2020: 148) in the
UK.
Strategy summary
The Group's strategic focus is on becoming a leading
advice-driven wealth management service provider to retail clients
and the leading capital markets business in the growth company
market place. Over the next three years we aim to build the
discretionary assets we manage to GBP3bn and build a Capital
Markets business that can sustainably deliver annual revenue of
GBP20m.
In WM the Group aims to improve the value of discretionary
assets under management using our enhanced capabilities and
customer proposition as well as through add-on acquisitions. In CMD
the strategy is to focus on growing our corporate client list by
investing in new teams and sector capability that build on our
already strong distribution in public and private markets. Together
this will grow revenue and profitability significantly as well as
maximising the Group's recurring revenue as wealth management fees
and corporate retainers increase.
Financial Overview
A summary of the Group's performance (including discontinued
business) for the financial year is set out below:
Year to Year to
31 Mar 2021 31 Mar 2020
GBP'000 GBP'000
---------------------------------------------- ------------- -------------
Revenue 29,559 21,608
Administrative expenses (28,390) (24,697)
Expected credit loss (28) (44)
Operating profit / (loss) 1,141 (3,133)
Operating profit / (loss) before exceptional
items 1,757 (2,163)
Exceptional items (616) (970)
---------------------------------------------- ------------- -------------
Operating profit / (loss) after exceptional
items 1,141 (3,133)
---------------------------------------------- ------------- -------------
Other income and charges (94) (183)
(Loss) / profit from discontinued operations (86) 117
Profit / (loss) before tax 961 (3,199)
Tax 192 -
---------------------------------------------- ------------- -------------
Profit / (loss) after tax 1,153 (3,199)
---------------------------------------------- ------------- -------------
Excluding discontinued operations:
Profit / (loss) before tax 1,047 (3,316)
---------------------------------------------- ------------- -------------
Profit / (loss) after tax 1,239 (3,316)
---------------------------------------------- ------------- -------------
Adjusted EBITDA table is set out below:
Year to Year to
31 Mar 2021 31 Mar 2020
GBP'000 GBP'000
----------------------------------------------------- ------------ ------------
Profit / (loss) after tax - continuing operations 1,239 (3,316)
(Loss) / profit after tax - discontinued operations (86) 117
----------------------------------------------------- ------------ ------------
Total 1,153 (3,199)
Interest 95 149
Tax (192) -
Depreciation 898 1,044
Amortisation of intangible assets 218 122
Share based payments 90 109
EBITDA 2,262 (1,775)
Project Discovery* 35 268
Restructuring** 129 506
Compliance projects*** 18 196
Acquisition related costs - Harpsden 434 -
Adjusted EBITDA including discontinued operations 2,878 (805)
Adjusted EBITDA - continuing operations 2,964 (922)
----------------------------------------------------- ------------ ------------
Notes:
*On 2 June 2016, the Group entered into a seven year agreement
with SEI Investments (Europe) Ltd, to outsource its WM back office
operations onto a "Model B" arrangement. This project ("Discovery")
incurred cost overruns. The decommissioning of the legacy systems
is now complete and this charge in 2021 will be the last.
**During the period ended 31 March 2021, there were some further
personnel restructures.
*** These costs relate to one off control framework
projects.
Financial analysis
The changes in the year to 31 March 2021 compared to the results
of 2020 were as follows:
Revenue: At the start of the year, the WM division faced the
challenge of significantly lower markets which reduced AUM levels
and therefore management fees. However, this was offset by the move
by customers to a discretionary basis of management, a full year of
increased yield on discretionary assets, coupled with the
contribution of Harpsden in the last quarter. Management fees
increased GBP0.1m to GBP10.1m. This increase in management fees
however, was offset by a reduction in commission of GBP0.58m to
GBP3.1m to leave WM revenue for the year down 3.6% at GBP13.3m.
(See note 5 and table below). These comparisons exclude any impact
of the discontinued Isle of Man business.
2021 2020
GBP'000 GBP'000
----------------- --------- ---------
Management fees 10,056 9,922
Commissions 3,110 3,688
Other 125 180
Total 13,291 13,790
----------------- --------- ---------
CMD enjoyed its best ever performance from a strengthened team
and higher levels of activity from its increasing number of
retained clients. Transaction fees nearly trebled to GBP9.6m as
more than a third of our clients successfully completed equity
transactions during the year with an average fee per client equity
transaction of GBP163,000. In addition CMD completed two IPOs
during the year and also executed a wide range of Advisory work for
its clients. Trading and Commissions revenue more than doubled to
GBP3.3m as client numbers, average client size and our activity
levels increased. Retainer revenue increasing 6% to GBP3.4m.Total
revenue for the division therefore rose 106% to GBP16.3m. (2020:
GBP7.9m) as outlined in the table below.
2021 2020
GBP'000 GBP'000
-------------------------------- --------- ---------
Transaction fees 9,614 3,260
Retainer fees 3,353 3,151
Equity Commissions and Trading 3,318 1,449
Total 16,285 7,860
-------------------------------- --------- ---------
Transaction fees are further analysed as follows:
2021 2020
GBP'000 GBP'000
-------------------------------------- --------- ---------
IPOs 2,946 435
Secondary equity issues 3,891 1,741
Other revenue incl. advisory and M&A 2,777 1,084
Total 9,614 3,260
-------------------------------------- --------- ---------
Secondary equity issues include GBP585,000 in regard to
corporates who were not pre-existing clients. (2020:
GBP257,000)
Expenses: Operational costs continue to be managed and this was
assisted to some extent by the employees working for a large part
of the year from home leading to a reduction in travel and other
general costs. Total expenses of GBP28.5m (2020: GBP24.9m) comprise
administrative expenses of GBP28.4m, net financing costs of
GBP0.09m and credit loss provisions of GBP0.03m detailed below:
2021 2020
GBP'000 GBP'000
----------------------------------------- --------- ---------
Cost of sales - third party commissions 4,301 2,273
Fixed non-people costs 8,991 9,593
Fixed people costs 10,988 11,900
Variable people costs 4,232 1,115
Total 28,512 24,881
----------------------------------------- --------- ---------
Direct costs in the business dropped as base level salaries were
reduced and replaced by a variable basis of remuneration leading to
a reduction in fixed costs of GBP1.5m to GBP20.0m (2020: GBP21.5m)
and an increase in variable people costs of GBP3.1m to GBP4.2m
(2020: GBP1.1m).
Exceptional Items: The costs associated with the retirement of
legacy systems declined to the point in March 2020 when the prime
legacy platform in Wealth Management was finally retired. There
were a number of other restructuring costs incurred in reducing
headcount and filling the remaining necessary open slots in the
management team. This is the final year of costs associated with
the correction of legacy issues. Also included is the acquisition
costs relating to Harpsden Wealth Management Ltd of GBP434K.
Discontinued Operations: For the period from 1 April 2020 to the
date of sale of the entire shareholding of the Company in WHIreland
(IoM) losses of GBP86k (2020: GBP117k profit (for the entire period
of 2020)) was generated.
Balance Sheet: Total Equity at 31 March 2021 of GBP15.1m (2020:
GBP8.5m) saw a significant increase as the group benefitted from
the profit for the year of GBP1.0m and the acquisition of Harpsden
which was satisfied primarily by an issue of new share capital and
fund-raise of GBP5.3m.
Cash Flows: Cash increased by GBP5.6m to GBP8.2m (2020: GBP2.6m)
on account of profits for the year and favourable movements in the
level of net assets. During the year, the Company issued new share
capital to raise GBP5.3m in order to satisfy the cost of
acquisition of Harpsden.
Wealth Management
The Wealth Management division incorporates both investment
management services and advice on financial planning. These
services are offered from offices across the UK including London,
Manchester, Cardiff, Poole and Henley.
The strategy for the ongoing growth in this division is to focus
our efforts on discretionary portfolios. This will be achieved by
continued personal referrals, selective recruitment of individuals
and teams with existing client relationships and, as illustrated by
the successful acquisition in December 2020 of Harpsden, further
corporate acquisitions of quality Wealth Management businesses.
Total Group AUM at 31 March 2021 was GBP2.1bn (2020: GBP1.5bn,
excluding discontinued IoM business). This comprised GBP1,274m on
our custody platform SEI with a further GBP292m managed on a
discretionary basis by Harpsden which will largely migrate to SEI
in July 2021, the two of these totalling GBP1.566bn. See table
below. This total is further supplemented by GBP41m positioned for
WM clients on external providers (2020: GBP123m) and, GBP521m
(2020: GBP312m) managed by the Ultra High Net Worth desk within
CMD.
A key priority in the year has been on growing our Discretionary
AUM which has almost doubled to GBP1.0bn (2020: GBP0.5bn). The
acquisition of Harpsden added GBP250m of assets, whilst our efforts
to transfer advisory clients to discretionary delivered further
gains. Net flows were broadly flat during the year, although it was
particularly pleasing to see net inflows in the second half of the
year as our continuing work on improving our proposition paid
off.
WM funds flow table for the year:
Execution
Discretionary Advisory Only Custody* Total
GBPm GBPm GBPm GBPm GBPm
---------------------- -------------- --------- ---------- -------- --------
As at 1 April 2020 529.1 210.4 241.3 104.3 1,085.1
Inflows 82.9 6.2 64.4 24.7 178.3
Outflows (67.2) (112.0) (54.7) (47.9) (281.8)
Harpsden Acquisition 250.0 - - - 250.0
Service switches 37.5 (52.0) 14.5 - -
Market Performance 126.9 79.2 96.2 31.9 334.2
---------------------- -------------- --------- ---------- -------- --------
SEI at 31 March 2021 959.3 131.8 361.7 113.0 1,565.8
External platforms - 41.0 - - 41.0
---------------------- -------------- --------- ---------- -------- --------
Total WM AUM at 31
March 2021 959.3 172.8 361.7 113.0 1,606.8
---------------------- -------------- --------- ---------- -------- --------
*Custody represents discretionary managed assets held on our SEI
platform by New Horizons LLP a company with whom revenues are
shared (2020: GBP96.8m discretionary). Note that underlying growth
in discretionary assets under management is represented by the sum
of net inflows, net service switches and market performance.
Capital Markets
Our Capital Markets Division is specifically focused on the
public and private growth company marketplace. The team's
significant experience in this dynamic segment means that we are
able to provide a specialist service to each of its respective
participants. For companies, we raise public and private growth
capital, as well as providing both day-to-day and strategic
corporate advice. Our tailored approach means that our teams engage
with all of the key investor groups active in our market - High Net
Worth Individuals, Family Offices, Wealth Managers and Funds. Our
broking, trading and research teams provide the link between growth
companies and this broad investor base.
Key Performance Indicators
The key targets of the Directors over the financial year have
been to continue the good work from the turnaround period of the
last 2 years including the keen focus on cost reduction but also to
weather the COVID-19 induced market turbulence whilst moving the
Group into its next stage; growth. The growth of WM by acquisition
coupled with the excellent performance from CMD has helped to
dramatically improve the performance and resilience of the
business.
1. RATIO OF ADJUSTED EBITDA TO TOTAL REVENUE
31 Mar 2021 31 Mar 2020
% %
------------------------------------------------------ ------------ ------------
Ratio of adjusted EBITDA to revenue 10 (4)
------------------------------------------------------ ------------ ------------
2. EXPENSES
31 Mar 2021 31 Mar 2020
% %
------------------------------------------------------ ------------ ------------
Ratio of expenses to total revenue 97 115
Cost of sales - third party commissions GBP4.3m GBP2.3m
Fixed non people costs GBP9.0m GBP9.6m
Fixed people costs GBP11.0m GBP11.9m
Variable people costs GBP4.2m GBP1.1m
------------------------------------------------------ ------------ ------------
This does not include discontinued operations
3. STAFF NUMBERS
31 Mar 2021 31 Mar 2020
------------------------------------------------------ ------------ ------------
Average staff numbers over the year excluding
Harpsden and IoM 136 159
Total staff at year end date including Harpsden
excluding IoM 158 148
Comprising:
CMD 40 38
WM 66 76
Board and support 33 34
Harpsden 19 -
------------------------------------------------------ ------------ ------------
4. ASSETS UNDER MANAGEMENT AND ADVICE
31 Mar 2021 31 Mar 2020
GBPm GBPm
------------------------------------------------------ ------------ ------------
Discretionary assets 959 529
Advisory assets 132 210
Execution only assets 362 241
Custody and external assets 154 228
Total WM 1,607 1,208
CMD 521 312
------------------------------------------------------ ------------ ------------
Total 2,128 1,520
------------------------------------------------------ ------------ ------------
The table above includes Harpsden but excludes
IoM
5. RATIO OF DISCRETIONARY TO TOTAL FUNDS
31 Mar 2021 31 Mar 2020
% %
------------------------------------------------------ ------------ ------------
Ratio of discretionary to total funds (excludes
Custody, External and CMD assets) 66 54
------------------------------------------------------ ------------ ------------
6. RECURRING INCOME STREAMS
Year ended Year ended
31 Mar 2021 31 Mar 2020
GBPm GBPm
------------------------------------------------------ ------------ ------------
Value of recurring income represented by management
fees and retainers 13 13
------------------------------------------------------ ------------ ------------
% of revenue recurring 45 61
------------------------------------------------------ ------------ ------------
7. CAPITAL MARKETS
Year ended Year ended
31 Mar 2021 31 Mar 2020
------------------------------------------------------ ------------ ------------
Number of equity transactions 42 24
WHI corporate client funds raised GBP236m GBP67m
Proportion of retained corporate clients transacting 30% 22%
Average fee per client equity transaction incl.
IPO GBP163,000 GBP91,000
Retained corporate clients 82 74
Average retainer fee GBP42,993 GBP41,737
Average market capitalisation per client GBP81m GBP58m
------------------------------------------------------ ------------ ------------
Dividends
The Board does not propose to pay a dividend in respect of the
financial year (2020: GBPnil).
Statement of Financial Position and Capital Structure
Maintaining a strong and liquid statement of financial position
remains a key objective for the Board, alongside its regulatory
capital requirements. The Group regulatory capital ratio was 12.6%
(2020: 10.3%). Total net assets were GBP15.1m (2020: GBP8.5m) and
net current assets GBP5.8m (2020: GBP6.5m). Cash balances at
year-end were GBP8.2m (2020: GBP2.6m).
Risks and Uncertainties
Risk appetite is established, reviewed and monitored by the
Board. The Group, through the operation of its Committee structure,
considers all relevant risks and advises the Board as necessary.
The Group maintains a comprehensive risk register as part of its
risk management framework encouraging a risk-based approach to the
internal controls and management of the Group. The Group operates
an Internal Audit coordinated by the Finance department. Internal
Audit reports directly to the Audit Committee.
Liquidity and capital risk
As noted in the Chief Executive's Report, the Group's focus is
on managing the costs of its business and returning it to
profitability whilst increasing the proportion of recurring revenue
including the building of its discretionary fee paying client base
to better fit the regulatory environment in which it operates.
The Group has historically had a predominantly fixed cost base
which in recent years has been allowed to increase leading to the
recorded losses but decisive action has been taken in reducing
costs to achieve operational efficiencies and to aid the return to
profitability.
To mitigate risk, the Board continues to focus on ensuring that
the financial position remains robust and suitably liquid with
sufficient regulatory capital being maintained over the minimum
common equity tier 1 capital requirements. Regulatory capital and
liquid assets are monitored on a daily basis.
Operational risk
Operational risk is the risk of loss to the Group resulting from
inadequate or failed internal processes, people and systems, or
from external events.
Business continuity risk is the risk that serious damage or
disruption may be caused as a result of a breakdown or
interruption, from either internal or external sources, of the
business of the Group. This risk is mitigated in part by the number
of branches across the UK and the Group having business continuity
and disaster recovery arrangements including business interruption
insurance.
The Group seeks to ensure that its risk management framework and
control environment is continuously evolving which Compliance and
Risk monitor on an ongoing basis.
Credit risk
The Board takes active steps to minimise credit losses including
formal new business approval, and the close supervision of credit
limits and exposures and the proactive management of any overdue
accounts. Additionally, risk assessments are performed on an
ongoing basis on all deposit taking banks and custodians and our
outsourced relationships.
Regulatory risk
The Company operates in a highly regulated environment in the UK
and until August 2020, in the Isle of Man. The Group has Internal
Audit and Compliance and Risk functions resourced with
appropriately qualified and experienced individuals. The Directors
monitor changes and developments in the regulatory environment and
ensure that sufficient resources are available for the Group to
implement any required changes. The impact of the regulatory
environment on the Group's management of its capital is discussed
in note 28 of the financial statements.
Section 172 Statement
Broader Stakeholder Interests
Directors of the Group must consider Section 172 of the
Companies Act 2006 which requires them to act in the way that would
most likely promote the success of the Group for the benefit of all
its stakeholders. The Board and its committees consider who its key
stakeholders are, the potential impact of decisions made on them
taking into account a wider range of factors, including the impact
on the Company's operations and the likely consequences of
decisions made in the long term. The Group's key stakeholders,
material issues and how the Board and the Group have engaged with
them during the year is set out below.
Employees
The CEO and his management team on behalf of the Board engage
with employees through a variety of methods including periodic all
staff notifications of updates, information and points of interest,
staff forums, group meetings and Town Hall meetings. The majority
of reductions in headcount over the year has been achieved by
natural means such as leavers not being replaced as we became more
efficient and in general this reduction has not impacted
morale.
Shareholders
Our shareholders have been pivotal in supporting the Group and
its new management team and Board in their plan to turnaround the
Group and return it to a far healthier state. The Board recognise
and frequently discuss the importance of good, open and
constructive relationships with both new potential as well as
existing shareholders and is committed to this communication. The
way in which this has been achieved during the year has been by our
Chief Executive Officer, supported by the management team,
maintaining regular contact and meetings with individual and
institutional shareholders, both existing and potential new ones,
and communicating and discussing shareholders' views with the
Board. The support from existing shareholders and the investment
made in the Company by new shareholders is indicative of their
support of the overall plan and its progress over the year. Further
actions such as the disposal of the Isle of Man subsidiary have
been welcomed as further signs of simplifying the offering and
focusing on that plan. A number of Board members and employees also
hold the Group's shares and regular communications are provided.
The Group's strategy and results are presented to shareholders
through meetings following announcements of the final and interim
results. Shareholders are also invited to meet the Board and
management team, all of whom attend, the Annual General Meeting.
For this year, on account of the current pandemic challenges,
shareholders are however recommended not to attend. The annual
report and accounts for the year ended 31 March 2021 along with all
past accounts, regulatory communications and other material is set
out on the Group's website at
https://www.whirelandplc.com/investor-relations .
Regulators
The Board recognises the past history of the Group in this
regard and is absolute in its insistence on continuous and open
communication with our regulators at the Financial Conduct
Authority ("FCA") as well as with the London Stock Exchange.
Regular ongoing dialogue has continued through the CEO and CFO with
the FCA who receive regular Management information. The FCA have
approved the appointments of each member of the new Management team
and the Board members where required.
Clients
Our clients are fundamental to the business of the Group and the
Board recognise that their interests are of paramount importance.
Management of the WM division and CMD closely engage with clients
to understand their objectives so that the service provided by the
business is the most appropriate. In WM the clients profile and the
suitability of the investment strategy provided is frequently
challenged by the professional investment managers and this is
supplemented by a second line of review from management and our
compliance team. It is recognised that the status of our clients
can and does change in line with the environment and this has been
particularly challenging this year with the pandemic and its
influence on the investment markets. Vulnerable clients in
particular are identified and discussed at Board and at Committee
level to ensure that they are provided with the best possible
advice.
On the CM side of the business the Group's objective is also to
achieve the best outcome and this applies equally to Institutional
clients as well as corporate ones. Regular contact is maintained
with them across all departments including corporate broking,
corporate finance, trading and research. Our investor relations
team arrange meetings with investors, undertake site visits and
organise events for a wide range of our clients' teams.
Community and Suppliers
The Board through its Executive Directors is keenly focused on
its key supplier relationships especially those of an outsourced
variety and constantly challenges and reviews its arrangements. The
Group openly encourages its branches and employees to engage in
local charitable, community groups and other causes.
Each of the Board members consider that they have acted
together, in good faith in a way most likely to promote the success
of the Group for the benefit of its broader range of stakeholders
as a whole taking into account section 172 (1) (a-f) of the
Companies Act 2006.
By Order of the Board
P Tansey
Finance Director
15 July 2021
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Year ended Year ended
31 March 31 March 2020
2021
Note GBP'000 GBP'000
Continuing operations
Revenue 3&5 29,559 21,608
Administrative expenses 6 (28,390) (24,697)
Expected credit loss 6 (28) (44)
---------------------------------------------- ----- --------------
Operating profit / (loss) 1,141 (3,133)
Operating profit / (loss) before exceptional
items: 1,757 (2,163)
Exceptional items 6 (616) (970)
---------------------------------------------- ----- ------------- --------------
Operating profit / (loss) after exceptional
items 1,141 (3,133)
Realised losses - (43)
Finance income 8 2 11
Finance expense 8 (96) (151)
---------------------------------------------- ----- --------------
Profit / (loss) before tax 1,047 (3,316)
Tax income 9 192 -
---------------------------------------------- ----- --------------
Profit / (loss) from continuing operations 1,239 (3,316)
Profit / (loss) from discontinued operations 10 (86) 117
Profit / (loss) and total comprehensive
income for the year 1,153 (3,199)
---------------------------------------------- ----- ------------- --------------
Earnings per share 12
------------------------------ --- -------- --------
From continuing operations
Basic 2.47p (7.38p)
Diluted 2.07p (7.38p)
------------------------------ --- -------- --------
From discontinued operations
Basic (0.17p) 0.26p
Diluted (0.14p) 0.26p
------------------------------ --- -------- --------
Total
Basic 2.30p (7.12p)
Diluted 1.93p (7.12p)
------------------------------ --- -------- --------
There were no items of other comprehensive income for the
current year or prior period.
CONSOLIDATED AND COMPANY STATEMENT OF FINANCIAL POSITION
Group Company
31 March 31 March 31 March 31 March
2021 2020 2021 2020
Note GBP'000 GBP'000 GBP'000 GBP'000
----------------------------- ----- --------- --------- --------- ---------
ASSETS
Non-current assets
Intangible assets 16 4,764 758 - -
Goodwill 15 3,539 - - -
Investment in subsidiaries 17 - - 26,448 19,298
Property, plant and
equipment 13 511 831 - -
Investments 18 1,099 278 - -
Right of use asset 19 1,603 2,474 - -
Deferred tax asset 21 190 - - -
Loan receivable 29 - - 644 644
11,706 4,341 27,092 19,942
----------------------------- ----- --------- --------- --------- ---------
Current assets
Trade and other receivables 22 5,156 5,944 56 2,589
Other investments 23 2,490 1,223 - -
Subordinated Loan 20 - - - 985
Cash and cash equivalents 24 8,211 2,580 1,246 -
Assets held for sale 10 - 2,128 - -
15,857 11,875 1,302 3,574
----------------------------- ----- --------- --------- --------- ---------
Total assets 27,563 16,216 28,394 23,516
----------------------------- ----- --------- --------- --------- ---------
LIABILITIES
Current liabilities
Trade and other payables 25 (7,623) (4,103) (2,960) (156)
Lease liability 19 (552) (629) - -
Deferred consideration 26 (1,087) - (1,087) -
Deferred tax liability 21 (799) - - -
Liabilities classified
as held for sale 10 - (704) - -
(10,061) (5,436) (4,047) (156)
----------------------------- ----- --------- --------- --------- ---------
Non-current liabilities
Lease liability 19 (1,506) (2,274) - -
Deferred consideration 26 (909) - (909) -
(2,415) (2,274) (909) -
----------------------------- ----- --------- --------- --------- ---------
Total liabilities (12,476) (7,710) (4,956) (156)
----------------------------- ----- --------- --------- --------- ---------
Total net assets 15,087 8,506 23,438 23,360
----------------------------- ----- --------- --------- --------- ---------
Capital and reserves
Share capital 3,001 2,335 3,001 2,335
Share premium 19,083 14,414 19,083 14,414
Other reserves 981 981 228 228
Retained earnings (7,334) (8,580) 1,126 6,383
Treasury shares 29 (644) (644) - -
----------------------------- ----- --------- --------- --------- ---------
Shareholders' funds 15,087 8,506 23,438 23,360
----------------------------- ----- --------- --------- --------- ---------
The Company has elected to take the exemption under Section 408
of the Companies Act 2006 not to present the Company statement of
comprehensive income. The loss after tax of the Company for the
year was GBP5,347k (2020: GBP45k).
These financial statements were approved by the Board of
Directors on 15 July 2021 and were signed on its behalf by:
P Tansey
Director
CONSOLIDATED AND COMPANY STATEMENT OF CASH FLOWS
Group Company
------------------------ ------------------------
Year ended Year ended Year ended Year ended
31 Mar 31 Mar 31 Mar 31 Mar
2021 2020 2021 2020
Notes GBP'000 GBP'000 GBP'000 GBP'000
Operating activities:
Profit / (loss) for the year:
Continuing operations 1,239 (3,316) (5,347) (45)
Discontinuing operations (86) 117 - -
1,153 (3,199) (5,347) (45)
Adjustments for:
13,
Depreciation, amortisation 15,
and impairment 18 1,242 1,225 - -
Finance income 8, 10 (3) (12) - -
Finance expense 8, 10 96 166 - -
Tax 9 (196) - - -
Losses in investments - 43 283 -
Non-cash adjustment for share
option charge 7 90 109 90 109
Decrease/(increase) in trade
and other receivables 1,815 (1,586) 2,533 (128)
Increase/(decrease) in trade
and other payables 2,602 (1,304) 2,804 61
Increase in current asset investments 22 (1,706) (55) - -
Net cash generated from/(used
in) operations 5,094 (4,613) 363 (3)
Income taxes received/(paid) 9 - - -
Net cash inflows from operating
activities 5,094 (4,613) 363 (3)
--------------------------------------- ------ ----------- ----------- ----------- -----------
Investing activities:
Cost on disposal of subsidiary
undertaking 1 (90) - - -
Interest received 8, 10 3 12 - -
Investment in subsidiary 16 (4,765) - (5,437) (2,797)
Repayment of deferred consideration 25 - (1,194) - -
Acquisition of property, plant
and equipment 13 (201) (214) - -
Net cash (used in)/generated
from investing activities (5,053) (1,396) (5,437) (2,797)
--------------------------------------- ------ ----------- ----------- ----------- -----------
Finance activities:
Proceeds from issue of share
capital 5,335 2,797 5,335 2,797
Proceeds from repayment of
subordinated loan - - 985 -
Lease liability payments (898) (754) - -
Interest paid 8 (1) (2) - -
Net cash (used in)/generated
from financing activities 4,436 2,041 6,320 2,797
--------------------------------------- ------ ----------- ----------- ----------- -----------
Net (decrease)/increase in
cash and cash equivalents 4,477 (3,968) 1,246 (3)
Cash and cash equivalents at
beginning of year 3,734 7,702 - 3
Cash and cash equivalents at
end of year 8,211 3,734 1,246 -
--------------------------------------- ------ ----------- ----------- ----------- -----------
Notes to the Statement of Cash Flows (Direct Method and Indirect
Method)
Reconciliation of Group cash and cash equivalents at the end of
the year:
Year ended
31 Mar 2021
Group GBP'000
Cash and cash equivalents from continuing operations 8,211
Cash and cash equivalents from discontinuing operations -
Cash and cash equivalents at end of
year 8,211
---------------------------------------------------------- ------------
Year ended
31 Mar 2020
Group GBP'000
Cash and cash equivalents from continuing operations 2,580
Cash and cash equivalents from discontinuing operations 1,154
Cash and cash equivalents at end of
year 3,734
---------------------------------------------------------- ------------
Reconciliation of Group and Company liabilities arising from
financing activities in the year:
Correction
As at of Non-cash As at
Cash flows 31 Mar
1 April 2020 calculation changes 2021
Group GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
----------------- ------------- ------------ ----------- --------- --------
Lease liability 3,223 (369) (898) 102 2,058
3,223 (369) (898) 102 2,058
----------------- ------------- ------------ ----------- --------- --------
Reconciliation of Group and Company liabilities arising from
financing activities in the prior year:
Transition As at
As at to IFRS Non-cash 31 Mar
1 April 2019 16 Cash flows changes 2020
Group GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
----------------- ---------------- ----------- ----------- --------- --------
Lease liability - 3,811 (754) 166 3,223
- 3,811 (754) 166 3,223
---------------------------------- ----------- ----------- --------- --------
There are no Company liabilities arising from financing
activities.
CONSOLIDATED AND COMPANY CHANGES IN EQUITY
Share Share Other Retained Treasury Total
capital premium reserves earnings shares equity
Group GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
-------------------------------- -------- -------- --------- --------- --------- --------
Balance at 1 April 2019 2,044 11,908 981 (5,524) (644) 8,765
Loss and total comprehensive
income for the year - - - (3,199) - (3,199)
-------------------------------- -------- -------- --------- --------- --------- --------
Employee share option
scheme - - - 109 - 109
New share capital issued 291 2,506 - - - 2,797
Other movements - - - 34 - 34
-------------------------------- -------- -------- --------- --------- --------- --------
Balance at 31 March 2020 2,335 14,414 981 (8,580) (644) 8,506
Profit and total comprehensive
income for the year - - - 1,153 - 1,153
-------------------------------- -------- -------- --------- --------- --------- --------
Employee share option
scheme - - - 90 - 90
New share capital issued 666 4,669 - - - 5,335
Other movements - - - 3 - 3
-------------------------------- -------- -------- --------- --------- --------- --------
Balance at 31 March 2021 3,001 19,083 981 (7,334) (644) 15,087
-------------------------------- -------- -------- --------- --------- --------- --------
Retained earnings include GBP10k ESOT reserve.
At 31 March 2021 the total number of issued ordinary shares is
62.02 million shares of 5p each (2020: 48.70 million shares of 5p
each). 13.32 million shares were issued during the period (2020:
5.80 million).
Share Share Other Retained Treasury Total
capital premium reserves earnings shares equity
Company GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
------------------------------ -------- -------- --------- --------- --------- --------
Balance at 1 April 2019 2,044 11,908 228 6,319 - 20,499
Loss and total comprehensive
income for the year - - (45) - (45)
------------------------------ -------- -------- --------- --------- --------- --------
Employee share option
scheme - - - 109 - 109
New share capital issued 291 2,506 - - - 2,797
Other movements - - - 2 2
------------------------------ -------- -------- --------- --------- --------- --------
Balance at 31 March 2020 2,335 14,414 228 6,385 - 23,362
Loss after tax - - - (5,347) - (5,347)
------------------------------ -------- -------- --------- --------- --------- --------
Employee share option
scheme - - - 90 - 90
Deferred tax on employee - - - - - -
share options
New share capital issued 666 4,669 - - - 5,335
Other movements - - - (2) - (2)
------------------------------ -------- -------- --------- --------- --------- --------
Balance at 31 March 2021 3,001 19,083 228 1,126 - 23,438
------------------------------ -------- -------- --------- --------- --------- --------
The nature and purpose of each reserve, whether Consolidated or
Company only, is summarised below:
Share premium
The share premium is the amount raised on the issue of shares
that is in excess of the nominal value of those shares and is
recorded less any direct costs of issue.
Other reserves
Other reserves comprise a (consolidated) merger reserve of
GBP753k (2020: GBP753k) and a (consolidated) capital redemption
reserve of GBP228k (2020: GBP228k).
Retained earnings
Retained earnings reflect accumulated income, expenses, gains
and losses, recognised in the statement of comprehensive income and
the statement of recognised income and expense and is net of
dividends paid to shareholders. It includes GBP10k of ESOT
reserve.
Treasury shares
Purchases of the Company's own shares in the market are
presented as a deduction from equity, at the amount paid, including
transaction costs. That is, shares are shown as a separate class of
shareholders' equity with a debit balance. This includes shares in
the company held by the EBT or ESOT, both of which are consolidated
within the consolidated figures.
Notes to the financial statements
1. General information
WH Ireland Group plc is a public company incorporated in the
United Kingdom. The shares of the Company are traded on the
Alternative Investment Market (AIM), a market operated by the
London Stock Exchange Group plc. The address of its registered
office is 24 Martin Lane, London, EC4R 0DR.
Basis of preparation
The principal accounting policies adopted in the preparation of
the consolidated financial statements are set out in note 3. The
policies have been consistently applied to all the years presented,
unless otherwise stated.
The consolidated financial statements are presented in British
Pounds (GBP), which is also the Group's functional currency.
Amounts are rounded to the nearest thousand, unless otherwise
stated. These financial statements have been prepared in accordance
with international accounting standards in conformity with the
requirements of the Companies Act 2006.
Despite the uncertainty created by Brexit and Covid-19, the
performance over the financial year has been significantly above
our stressed scenario analysis. Decisive actions around cost
reductions combined with a strong CMD performance ensured that the
Group was not just able to meet its regulatory capital requirement
but build its surplus during the year. An analysis of potential
negative scenarios were conducted as part of the going concern
review to assess the potential impact on revenue, asset values with
a particular focus on the more variable component parts of our
overall revenue, corporate finance fees and commission.
Furthermore, reverse stress tests were modelled to determine when a
liquidity crisis or a breach of regulatory capital in the Group
would occur. The results of these stress tests provide comfort to
the Directors that the business is sufficiently robust and
resilient.
Based on the above, the Group continues to adopt the going
concern basis in preparing the financial statements. This is
discussed in more detail in the Directors' Report.
2. Adoption of new and revised standards
There have been no new standards which have been adopted during
the year.
3. Significant accounting policies
Basis of consolidation
Where the company has control over an investee, it is classified
as a subsidiary. The company controls an investee if all three of
the following elements are present: power over the investee,
exposure to variable returns from the investee and the ability of
the investor to use its power to affect those variable returns.
Control is reassessed whenever facts and circumstances indicate
that there may be a change in any of these elements of control.
The consolidated financial statements present the results of the
company and its subsidiaries ("the Group") as if they formed a
single entity. Intercompany transactions and balances between group
companies are therefore eliminated in full. The consolidated
financial statements incorporate the results of business
combinations using the acquisition method. In the statement of
financial position, the acquiree's identifiable assets, liabilities
and contingent liabilities are initially recognised at their fair
values at the acquisition date. The results of acquired operations
are included in the consolidated statement of comprehensive income
from the date on which control is obtained until the date on which
control ceased.
In the Company's accounts, investments in subsidiary
undertakings are stated at cost less any provision for
impairment.
Business combinations
All business combinations are accounted for by applying the
purchase method. The purchase method involves recognition, at fair
value, of all identifiable assets and liabilities, including
contingent liabilities, of the subsidiary at the acquisition date,
regardless of whether or not they were recorded in the financial
statements of the subsidiary prior to acquisition. The cost of
business combinations is measured based on the fair value of the
equity or debt instruments issued and cash or other consideration
paid, plus any directly attributable costs. Any directly
attributable costs relating to business combinations before or
after the acquisition date are charged to the statement of
comprehensive income in the period in which they are incurred.
Goodwill arising on a business combination represents the excess
of cost over the fair value of the Group's share of the
identifiable net assets acquired and is stated at cost less any
accumulated impairment losses. Goodwill is tested annually for
impairment. Any impairment is recognised immediately in the
statement of comprehensive income and is not subsequently reversed.
On disposal of a subsidiary the attributable amount of goodwill
that has not been subject to impairment is included in the
determination of the profit or loss on disposal.
Discontinued operations
The Group present its results from its discontinued operations
separately from its continuing operations. In line with IFRS 5, an
operation is classed as discontinued if it has been or in the
process of being disposed, represents either a separate major line
of business or a geographical area of operations or is part of a
single co-ordinated plan to dispose of a separate major line of
business or geographical area of operation.
Assets and liabilities held for sale
An asset or liability is classified as held for sale if it's
carrying value is intended to be recovered through its sale rather
than its continuing use, management is committed to a plan to sell,
the asset is available for immediate sale, an active programme to
locate a buyer has been initiated, the sale is highly probable
within 12 months of classification as held for sale and the actions
required to complete the transaction indicate it is unlikely it
will be significantly changed or withdrawn. Assets held for sale
are measured at the lower of their carrying amount and fair value
less costs to sell. Any impairment losses is recognised through the
consolidated comprehensive income.
Revenue
Revenue is recognised to the extent that it is probable that the
economic benefits associated with the transaction will flow into
the Group. It is measured based on the consideration specified in a
contract with a customer.
Revenue comprises: brokerage commission, investment management
fees, corporate finance fees, commission and fees earned from the
provision of independent financial advice.
-- Brokerage commission is recognised when receivable in
accordance with the date of the underlying transaction. It is a
variable fee based on a percentage of the transaction and therefore
performance obligation is satisfied at the date of the underlying
transaction to which the brokerage relates.
-- Investment management fees are recognised in the period in
which the related service is provided. It is a variable fee based
on the average daily market value of assets under management and is
invoiced on a calendar quarter basis in arrears. The performance
obligation is satisfied over time as the contractual obligations
are on ongoing throughout the period under contract. The revenue
accrued but not yet invoiced is recognised as a contract asset.
-- Corporate finance advisory fees are fixed fees agreed on a
deal by deal basis and might include non-cash consideration
received in the form of shares, loan notes, warrants or other
financial instruments recognised at the fair value on the date of
receipt and therefore the performance obligation is satisfied at a
point in time when the Group has fully completed the performance
obligations per the contract.
-- Retainer fees are recognised over the length of time of the
agreement. Fees are fixed and invoiced quarterly in advance based
on the agreed engagement letter. The performance obligation is
satisfied over time as the contractual obligations are on ongoing
throughout the period under contract. The deferred revenue is
recognised as a contract liability.
-- Corporate placing commissions are variable fees agreed on a
deal by deal basis based on a percentage of the funds raised as
part of a transaction. This includes non-cash consideration
received in the form of shares, loan notes, warrants or other
financial instruments recognised at the fair value on the date of
receipt. Given that fees related to this work are success based,
there is a significant risk of reversal of the variable revenue and
therefore the performance obligation is satisfied at a point in
time when the transaction is completed. The combination of
corporate placing commissions and corporate finance advisory fees
are referred to as corporate success fees.
Employee benefits
The Group contributes to employees' individual money purchase
personal pension schemes. The assets of the schemes are held
separately from those of the Group in independently administered
funds. The amount charged to the statement of comprehensive income
represents the contributions payable to the schemes in respect of
the period to which they relate.
Short term employee benefits are those that fall due for payment
within twelve months of the end of the period in which employees
render the related service. The cost of short term benefits is not
discounted and is recognised in the period in which the related
service is rendered. Short term employee benefits include
cash-based incentive schemes and annual bonuses.
Share-based payments
The share option programmes allows Group employees to receive
remuneration in the form of equity-settled share-based payments
granted by the Company.
The cost of equity-settled transactions with employees is
measured by reference to the fair value at the date at which they
are granted. The fair value of the options granted is measured
using an option valuation model. The cost of equity-settled
transactions is recognised, together with a corresponding increase
in equity, over the period in which the performance or service
conditions are fulfilled (the vesting period), ending on the date
on which the relevant employees become fully entitled to the award
(the vesting date). The cumulative expense recognised for equity
settled transactions, at each reporting date until the vesting
date, reflects the extent to which the vesting period has expired
and the Group's best estimate of the number of equity instruments
that will ultimately vest. The statement of comprehensive income
charge or credit for a period represents the movement in cumulative
expense recognised at the beginning and end of that period.
Where the terms of an equity-settled award are modified, an
incremental value is calculated as the difference between the fair
value of the repriced option and the fair value of the original
option at the date of re-pricing. This incremental value is then
recognised as an expense over the remaining vesting period in
addition to the amount recognised in respect of the original option
grant.
Where an equity-settled award is cancelled or settled (that is,
cancelled with some form of compensation) it is treated as if it
had vested on the date of cancellation and any expense not yet
recognised for the award is recognised immediately.
However, if a new award is substituted for the cancelled award
and is designated as a replacement award on the date that it is
granted, the cancelled and new awards are treated as if they were a
modification of the original award, as described in the previous
paragraph. Any compensation paid up to the fair value of the award
is accounted for as a deduction from equity. Where an award is
cancelled by forfeiture, when the vesting conditions are not
satisfied, any costs already recognised are reversed (subject to
exceptions for market conditions).
In all instances, the charge/credit is taken to the statement of
comprehensive income of the Group or Company by which the
individual concerned is employed.
Employee Benefit Trust (EBT)
The cost of purchasing own shares held by the EBT are shown as a
deduction against equity. The proceeds from the sale of own shares
held increase equity. Neither the purchase nor sale of own shares
leads to a gain or loss being recognised in the consolidated
statement of comprehensive income.
Employee Share Ownership Trust (ESOT)
The Company has established an ESOT. The assets and liabilities
of this trust comprise shares in the Company and loan balances due
to the Company. The Group includes the ESOT within these
consolidated Financial Statements and therefore recognises a
Treasury shares reserve in respect of the amounts loaned to the
ESOT and used to purchase shares in the Company. Any cash received
by the ESOT on disposal of the shares it holds, will be used to
repay the loan to the Company.
Treasury shares
The costs of purchasing Treasury shares are shown as a deduction
against equity. The proceeds from the sale of own shares held
increase equity. Neither the purchase nor sale of own shares leads
to a gain or loss being recognised in the consolidated statement of
comprehensive income.
Income taxes
Income tax on the profit or loss for the periods presented,
comprising current tax and deferred tax, is recognised in the
statement of comprehensive income except to the extent that it
relates to items recognised directly in equity, in which case it is
recognised in equity.
Current tax is the expected tax payable on the taxable income
for the year, using rates enacted or substantively enacted at the
reporting period end date and any adjustment to tax payable in
respect of previous years.
-- Deferred tax is provided for temporary differences, at the
reporting period end date, between the tax bases of assets and
liabilities and their carrying amounts for financial reporting
purposes. The following temporary differences are not provided
for;
-- goodwill which is not deductible for tax purposes;
-- the initial recognition of assets or liabilities that affect
neither accounting nor taxable profit; and
-- temporary differences relating to investments in subsidiaries
to the extent that they will probably not reverse in the
foreseeable future.
The amount of deferred tax provided is based on the expected
manner of realisation or settlement of the carrying amount of
assets and liabilities, using tax rates enacted or substantively
enacted at the reporting period end date (note 21).
A deferred tax asset is recognised for all deductible temporary
differences and unused tax losses only to the extent that it is
probable that future taxable profits will be available against
which the assets can be utilised. A deferred tax asset has been
recognised, GBP190k (2020: GBPnil).
Plant and equipment
Plant and equipment is stated at cost less accumulated
depreciation and impairment. Depreciation is calculated, using the
straight line method, to write down the cost or revalued amount of
plant and equipment over the assets' expected useful lives, to
their residual values, as follows:
Computers, fixtures and fittings - 4 to 7 years
Intangible assets
Measurement
Intangible assets with finite useful lives that are acquired
separately are measured, on initial recognition at cost. Following
initial recognition, they are carried at cost less accumulated
amortisation and any accumulated impairment. The cost of intangible
assets acquired in a business combination is their fair value at
the date of acquisition.
Intangible assets other than goodwill are amortised over the
expected pattern of their consumption of future economic benefits,
to write down the cost of the intangible assets to their residual
values as follows:
Client relationships - 10 years
The amortisation period and method for an intangible asset are
reviewed at least at each financial year end. Changes in the
expected useful life or the expected pattern of consumption of
future economic benefits embodied in the asset or its residual
value are accounted for by changing the amortisation period or
method and treated as changes in accounting.
Impairment
The carrying amounts of the Group's intangible assets, excluding
goodwill, are reviewed when there is an indicator of impairment and
the asset's recoverable amount is estimated.
The recoverable amount is the higher of the asset's fair value
less costs to sell (or net selling price) and its value-in-use.
Value-in- use is the discounted present value of estimated future
cash inflows expected to arise from the continuing use of the asset
and from its disposal at the end of its useful life. Where the
recoverable amount of an individual asset cannot be identified, it
is calculated for the smallest cash-generating unit (CGU) to which
the asset belongs. A CGU is the smallest identifiable group of
assets that generates cash inflows independently.
3. Significant accounting policies (continued)
Intangible assets (continued)
When the carrying amount of an asset (or CGU) exceeds its
recoverable amount, the asset (or CGU) is considered to be impaired
and is written down to its recoverable amount. An impairment loss
is immediately recognised as an expense. Any subsequent reversal of
impairment credited to the statement of comprehensive income shall
not cause the carrying amount of the intangible asset to exceed the
carrying amount that would have been determined had no impairment
been recognised.
Leased assets
Measurement and recognition of leases as a lessee
For any new lease contracts entered into on or after 1 April
2019, as permitted under IFRS 16, the Group recognises a right of
use asset and a lease liability except for:
-- Leases with a term of 12 months or less from the lease commencement date
-- Leases of low value assets
Lease liabilities are measured at the present value of the
unpaid lease payments discounted using an incremental borrowing
rate.
Right of use assets are initially measured at the amount of the
lease liabilities plus initial direct costs, costs associated with
removal and restoration and payments previously made. Right of use
assets are amortised on a straight line basis over the term of the
lease.
Lease liabilities are subsequently increased by the interest
charge using the incremental borrowing rate and reduced by the
contractual payments.
Financial instruments
Financial assets and financial liabilities are recognised in the
Group's balance sheet when the Group becomes a party to the
contractual provisions of the instrument.
Financial assets and liabilities
Investments are recognised and derecognised on the trade date
where the purchase or sale of an investment is under a contract
whose terms require delivery of the investment within the timeframe
established by the market concerned, and are initially measured at
fair value, plus transaction costs, except for those financial
assets classified as at fair value through profit or loss, which
are initially measured at fair value.
Assets and liabilities are presented net where there is a legal
right to offset and an intention to settle in that way.
The three principal classification categories for financial
assets are: measured at amortised cost, fair value through other
comprehensive income (FVOCI) and fair value through profit or loss
(FVTPL). The classification of financial assets under IFRS 9 is
generally based on the business model in which a financial asset is
managed and its contractual cash flow characteristics.
Financial assets are not reclassified subsequent to their
initial recognition unless the Group changes its business model for
managing financial assets, in which case all affected financial
assets are reclassified on the first day of the first reporting
period following the change in the business model.
A financial asset is measured at amortised cost if it meets both
of the following conditions and is not designated as at FVTPL:
-- it is held within a business model whose objective is to hold
assets to collect contractual cash flows; and
-- its contractual terms give rise on specified dates to cash
flows that are solely payments of principal and interest on the
principal amount outstanding.
On initial recognition of an equity investment that is not held
for trading, the Group may irrevocably elect to present subsequent
changes in the investment's fair value in OCI. This election is
made on an investment-by-investment basis.
All financial assets not classified as measured at amortised
cost or FVOCI as described above are measured at FVTPL. This
includes all derivative financial assets. On initial recognition,
the Group may irrevocably designate a financial asset that
otherwise meets the requirements to be measured at amortised cost
or at FVOCI as at FVTPL if doing so eliminates or significantly
reduces an accounting mismatch that would otherwise arise.
Assets held at FVTPL are subsequently measured at fair value.
Net gains and losses, including any interest or dividend income,
are recognised in profit or loss.
Financial assets at amortised cost are subsequently measured at
amortised cost using the effective interest method. The amortised
cost is reduced by impairment losses. Interest income, foreign
exchange gains and losses and impairment are recognised in profit
or loss. Any gain or loss on derecognition is recognised in profit
or loss.
Debt investments at FVOCI are subsequently measured at fair
value. Interest income calculated using the effective interest
method, foreign exchange gains and losses and impairment are
recognised in profit or loss. Other net gains and losses are
recognised in OCI. On derecognition, gains and losses accumulated
in OCI are reclassified to profit or loss.
Equity investments at OCI are subsequently measured at fair
value. Dividends are recognised as income in profit or loss unless
the dividend clearly represents a recovery of part of the cost of
the investment. Other net gains and losses are recognised in OCI
and are never reclassified to profit or loss.
Financial liabilities
Bank loans and loan notes are initially recognised as financial
liabilities at the fair value of the consideration received.
Subsequent to initial recognition, bank loans and loan notes are
measured at amortised cost using the effective interest rate
method.
Trade payables
Trade payables principally comprise amounts outstanding for
trade purchases and ongoing costs. The Directors consider that the
carrying amount of trade payables approximates to their fair
value.
Provisions
A provision is recognised when a present legal or constructive
obligation has arisen as a result of a past event and it is
probable that an outflow of economic benefits will be required to
settle the obligation and a reliable estimate can be made of the
amount of the obligation.
Deferred consideration
Deferred consideration is recognised at the discounted present
value of amounts payable. Subsequent to initial recognition, it is
rebased over the period in which the consideration is payable, with
the unwinding of the discount being taken to the statement of
comprehensive income.
4. Critical accounting judgements and key sources of estimation
and uncertainty
The preparation of financial statements in accordance with IFRS
requires management to make judgements, estimates and assumptions
that affect the application of accounting policies and the reported
amounts of assets, liabilities, income and expenses. Actual results
may differ from these estimates.
Estimates and judgements are continually evaluated and are based
on historical experience and other factors, including reasonable
expectations of future events. The estimates and judgements that
have a significant risk of causing a material adjustment to the
carrying amounts of assets and liabilities within the next
financial year are discussed below:
Amortisation and impairment of non-financial assets
As noted above, the Group estimates the useful economic lives of
intangible assets, in order to calculate the appropriate
amortisation charge. This is done by the Directors using their
knowledge of the markets and business conditions that generated the
asset, together with their judgement of how these will change in
the foreseeable future.
Where an indicator of impairment exists, value in use
calculations are performed to determine the appropriate carrying
value of the asset. The value in use calculation requires the
Directors to estimate the future cash flows expected to arise for
the CGU and a suitable discount rate in order to calculate present
value. Where the actual future cash flows are less than expected, a
material impairment loss may arise (see note 16).
Goodwill is subject to an annual impairment review which is done
by comparing the balance value with the recoverable amount of the
asset or its CGU. The recoverable amount is the higher of the value
in use and fair value to sell less costs.
Acquisitions
When an acquisition arises, it is the Group's policy to allocate
the consideration to the fair value of identifiable assets and
liabilities with any surplus representing goodwill. The
determination of fair value of assets and liabilities requires
significant accounting judgements and estimates. In determining the
intangible assets, WH Ireland Group plc have outsourced this
exercise to Smith & Williamson. The determination of the fair
values is therefore based upon both a combination of Smith and
Williamson's expertise and management's estimates. The calculation
of the intangible assets is based mainly on customer relationships
and brand. A MEEM approach has been used to estimate the fair value
of the customer relationships and a relief from royalty approach
has been adopted to estimate the fair value of the brand. In
arriving at their estimates, the following assumptions were made:
revenue growth of 2%, attrition rate of 3% for larger clients and
10% for smaller clients, discount rate of 13.5%.
The Multi period excess earnings method (MEEM) is a variant of
the discounted cash flow technique. Under the MEEM, the fair value
of the intangible asset reflects the present value of the projected
stream of cash flows that will be generated by the asset (e.g.
contracts/ relationships) over its life.
Investments in subsidiaries
Where an indicator of impairment exists, management uses its
judgement to assess the carrying value of the asset by determining
the fair value by independent assessment of the carrying value of
the business units and by comparative analysis against other
similar businesses in the peer group. The carrying value of
investments in subsidiaries at 31 March 2021 was GBP26.4m (see note
17).
Going Concern
Management has used its judgement and knowledge of the business
in preparing detailed financial forecasts for the period to
September 2022 which consider the funding and capital position of
the Group. The forecasts take into account foreseeable downside
risks, based on the information that is available to the Directors
at the time of the approval of these financial statements (see note
1).
The level of cash and regulatory capital is continuously
monitored by the Group and the stressed forecast prepared to
September 2022 reviewed on a regular basis. This is to ensure that
if there is any risk to liquidity and capital position, decisive
actions could be taken immediately.
5. Segment information
The Group has two principal operating segments, Wealth
Management (WM) and Capital Markets Division (CMD) and a number of
minor operating segments that have been aggregated into one
operating segment.
The WM division offers investment management advice and services
to individuals and contains our Wealth Planning business, giving
advice on and acting as intermediary for a range of financial
products. The CMD provides corporate finance and corporate broking
advice and services to companies and acts as Nominated Adviser
(Nomad) to clients traded on the Alternative Investment Market
('AIM') and contains our Institutional Sales and Research business,
which carries out stockbroking activities on behalf of companies as
well as conducting research into markets of interest to its
clients.
All divisions are located in the UK. Each reportable segment has
a segment manager who is directly accountable to, and maintains
regular contact with, the Chief Executive Officer.
No customer represents more than ten percent of the Group's
revenue.
The majority of the Group's revenue originates within the UK
with a non-material element originating overseas in the Isle of Man
which has been included in "Other Group companies" for the period
of the year up until the sale of the IoM entity in August 2020.
The following tables represent revenue and cost information for
the Group's business segments:
Other
Head Group Less Discontinued Continuing
WM CMD Office Harpsden Companies Group Operations Operations
Year to 31
March
2021 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
--------------
Revenue 12,509 16,285 - 782 467 30,043 (484) 29,559
Direct costs (10,266) (11,503) - (649) (1,328) (23,746) 427 (23,319)
Contribution 2,243 4,782 - 133 (861) 6,297 (57) 6,240
Indirect
costs - - (3,708) - - (3,708) - (3,708)
-------------- --------------------
Segment
results 2,243 4,782 (3,708) 133 (861) 2,589 (57) 2,532
Executive
board
cost 93 93 (855) - - (669) - (669)
Investment
losses - - - - (137) (137) 137 -
Depreciation - - (503) (1) (6) (510) 6 (504)
Amortisation - - (218) - - (218) - (218)
Finance
income - 1 1 - - 2 - 2
Finance
expense (73) (22) - (1) - (96) - (96)
Profit /
(loss)
before tax 2,263 4,854 (5,283) 131 (1,004) 961 86 1,047
Tax 6 - 190 (4) - 192 - 192
Profit /
(loss)
for the year 2,269 4,854 (5,093) 127 (1,004) 1,153 86 1,239
-------------- -------------------- ---------------- ------------------- ---------------- ---------------------- ------------------ -------------------------- ----------------------
* Other Group companies include WH Ireland (IOM) Limited, WH
Ireland Group plc. Discontinued operations are included in other
Group companies.
Head Other Group Less Discontinued Continuing
WM CMD Office Companies Group Operations Operations
Year to GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
31 March 2020
------------------- --------- -------- -------- ------------ --------- ------------------ ------------
Revenue 13,790 7,860 - 1,213 22,863 (1,255) 21,608
Direct costs (11,085) (7,674) - (1,070) (19,829) 1,105 (18,724)
Contribution 2,705 186 - 143 3,034 (150) 2,884
Indirect costs (4,501) - (4,501) - (4,501)
Segment result 2,705 186 (4,501) 143 (1,467) (150) (1,617)
Executive board
cost 125 125 (1,162) - (912) - (912)
Investment losses - (43) - - (43) - (43)
Depreciation - - (482) (17) (499) 17 (482)
Amortisation - - (122) - (122) - (122)
Finance income - - 11 1 12 (1) 11
Finance expense (65) (28) (58) (17) (168) 17 (151)
Profit / (loss)
before tax 2,765 240 (6,314) 110 (3,199) (117) (3,316)
Tax - - - - - - -
Profit / (loss)
for the year 2,765 240 (6,314) 110 (3,199) (117) (3,316)
------------------- --------- -------- -------- ------------ --------- ------------------ ------------
* Other Group companies include WH Ireland (IOM) Limited and WH
Ireland Group plc. Discontinued operations are included in other
Group companies.
Segment assets and segment liabilities are reviewed by the Chief
Executive Officer in a consolidated statement of financial
position. Accordingly, this information is replicated in the Group
Consolidated statement of financial position. As no measure of
assets or liabilities for individual segments is reviewed regularly
by the Chief Executive Officer, no disclosure of total assets or
liabilities has been made.
The accounting policies of the operating segments are the same
as those described in the summary of significant accounting
policies.
Revenue disaggregated by division and timing of recognition
below:
Year to Harpsden Less
31 March Head Other Group Discontinued Continuing
2021 WM CMD Office Companies Group Operations Operations
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
-------- -------- -------- ----------- ------------ ------------- ------------- ------------
Point in
time 3,358 12,604 - 61 35 16,059 (53) 16,006
Over time 9,151 3,681 - 721 431 13,984 (431) 13,553
-------- -------- -------- ----------- ------------ ------------- ------------- ------------
Total 12,509 16,285 - 782 466 30,042 (484) 29,559
----------- -------- -------- -------- ----------- ------------ ------------- ------------- ------------
Year to Other Less
31 March Head Group Discontinued Continuing
2020 WM CMD Office Companies Group Operations Operations
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
-------- -------- -------- ----------- ------------ ------------- -------------
Point in
time 4,034 4,571 - 77 8,682 (119) 8,563
Over time 9,756 3,289 - 1,136 14,181 (1,136) 13,045
-------- -------- -------- ----------- ------------ ------------- -------------
Total 13,790 7,860 - 1,213 22,863 (1,255) 21,608
----------- -------- -------- -------- ----------- ------------ ------------- -------------
6. Operating profit/(loss)
Year ended Year ended
31 Mar 2021 31 Mar 2020
Group GBP'000 GBP'000
------------ ------------
Operating profit / (loss) is stated after
charging/(crediting):
Depreciation of property, plant and equipment 504 482
Amortisation of intangibles 218 122
Operating lease rentals - property - -
IFRS 16 depreciation (note 19) 393 562
Impairment of intangibles - -
Employee benefit expense (note 7) 19,260 14,365
Exceptional costs 616 970
Other administrative expenses 7,224 8,071
Auditors' remuneration:
Audit of these financial statements 52 25
Amounts payable to the principal auditors
and their associates in respect of:
- audit of financial statements of subsidiaries
pursuant to legislation 106 78
- audit related assurance services 17 22
28,390 24,697
Expected credit loss (note 22) 28 44
Total 28,418 24,741
------------------------------------------------- ------------ ------------
Other administrative expenses are incurred in the ordinary
course of the business and do not include any non-recurring
items.
Exceptional items totalling GBP616,000 (2020: GBP970,000) are
shown below:
Year to Year to
31 Mar 2021 31 Mar 2020
GBP'000 GBP'000
------------------------------------------- ------------ ------------
Project Discovery* 35 268
Restructuring** 129 506
Compliance projects*** 18 196
Acquisition of Harpsden Wealth Management
Ltd 434 -
Total 616 970
------------------------------------------- ------------ ------------
Notes:
*As announced on 2 June 2016, the Group entered into a seven
year agreement with SEI Investments (Europe) Ltd, to outsource its
Wealth Management back office operations and move to a "Model B"
arrangement. On account of a number of unforeseen obstacles,
significant cost has been incurred in both internal and external
resources dedicated to this project ("Project Discovery") as the
project moves to conclude the transfer of clients and assets from
the prior legacy platforms over to SEI.
** During the year ending 31 March 2021, there were some further
personnel restructures. During the year ended 31 March 2020, there
were some personnel restructures and a one off project on cost
reduction was undertaken. The costs of these changes, in respect of
both short term consultancy costs and fixed employment related
costs, are considered by the Board to be non-trading and
exceptional in nature.
*** During the year ending 31 March 2021 and 31 March 2020, the
Group incurred various costs in relation to one off control
framework enhancements.
7. Employee benefit expense
Year ended Year ended
31 Mar 2021 31 Mar 2020
Group GBP'000 GBP'000
------------ ------------
Wages and salaries 9,162 10,690
Bonuses 3,801 432
Social security costs 1,634 1,583
Other pension costs 401 442
14,998 13,147
Non salaried staff 4,301 1,315
Other administrative expenses 19,299 14,462
Charge for share options granted to employees 90 109
Less amounts included within Restructuring
and non-recurring costs (129) (206)
19,260 14,365
----------------------------------------------- ------------ ------------
The Group claimed GBP180,000 of grants during the year from the
UK Government through the Coronavirus Job Retention Scheme. No
staff remained on furlough from 30 June 2021.
Non-salaried staff are commission-only brokers and therefore do
not receive a salary.
Year ended Year ended
31 Mar 2021 31 Mar 2020
Company GBP'000 GBP'000
------------ ------------
Wages and salaries 167 226
Bonuses - -
167 226
-------------------- ------------ ------------
The average number of persons (including Directors) employed
during the year was:
Year ended Year ended
Group 31 Mar 2021 31 Mar 2020
Executive and senior management 8 7
Capital Markets division 35 34
Wealth Management 64 59
Support staff 24 50
Salaried staff 131 150
Non salaried staff 8 9
Total 139 159
--------------------------------- ------------ ------------
Year ended Year ended
Company 31 Mar 2021 31 Mar 2020
Executive and senior management 5 5
5 5
--------------------------------- ------------ ------------
The total amount paid to Directors in the period, including
social security costs was GBP1.0m (2020: GBP1.0m). Full details of
Directors' remuneration, including that of the highest paid
Director, are disclosed in the Remuneration Report within the
Annual Report.
8. Finance income and expense
Year ended Year ended
31 Mar 2021 31 Mar 2020
Group GBP'000 GBP'000
------------ ------------
Bank interest receivable 2 11
Other interest - -
Finance income 2 11
------------------------------------- ------------ ------------
Interest payable on lease liability 95 149
Other interest 1 2
Finance expense 96 151
------------------------------------- ------------ ------------
9. Tax expense
Year ended Year ended
31 Mar 2021 31 Mar 2020
Group GBP'000 GBP'000
------------ ------------
Current tax expense:
United Kingdom corporation tax at 19% (2020: - -
19%)
Adjustment in respect of prior years - -
Total current tax - -
--------------------------------------------- ------------ ------------
Deferred tax expense (note 21):
Current year 192 -
Effect of change in tax rate - -
Adjustment in respect of prior years - -
Total deferred tax 192 -
--------------------------------------------- ------------ ------------
Total tax in the statement of comprehensive 192 -
income
--------------------------------------------- ------------ ------------
Equity items:
Deferred tax movement arising on acquisition (799) -
Total tax in the statement of equity (607) -
--------------------------------------------- ------------ ------------
The tax expense for the year and the amount calculated by
applying the standard United Kingdom corporation tax rate of 19%
(2020: 19%) to profit before tax can be reconciled as follows:
Year ended Year ended
31 Mar 2021 31 Mar 2020
Group GBP'000 GBP'000
------------ ------------
Profit / (loss) before tax 1,047 (3,316)
---------------------------------------------------- ------------ ------------
Tax expense using the United Kingdom corporation
tax rate of 19% (2020: 19%) 199 (630)
Other expenses not tax deductible 4,845 71
Income not chargeable to tax (4,753) -
Impact of share options - 21
Movement in unrecognised deferred tax (522) 568
Adjustments in respect of prior years - -
Difference in overseas tax rates 39 (30)
Effect of other tax rates/credits - -
Total tax credit in the statement of comprehensive (192) -
income
---------------------------------------------------- ------------ ------------
10. Discontinued operations and assets & liabilities held
for sale
The Group announced its intention to sell its subsidiary WH
Ireland (IOM) Limited on 29 June 2020, and the sale subsequently
completed on 21 August 2020. In accordance with IFRS 5 non-current
assets held for sale and discontinued operations, the results for
WH Ireland (IOM) Limited are included in discontinued operations in
both the current and prior period; its assets and liabilities have
been classified as held for sale and recorded at the lower of the
carrying value and fair value less costs to sell. The associated
assets and liability were therefore presented as held for sale in
the prior year's financial statements.
Financial performance and cash flow information
Year ended Year ended
31 Mar 2021 31 Mar 2020
GBP'000 GBP'000
------------ ------------
Revenue 484 1,255
Administrative expenses (433) (1,122)
Operating profit 51 133
Loss on disposal of discontinued operations (137) -
Finance income - 1
Finance expense - (17)
----------------------------------------------
Profit before tax (86) 117
Tax income/(charge) - -
--------------------------------------------- ------------ ------------
Profit from discontinued operations (86) 117
---------------------------------------------- ------------ ------------
Year ended
31 Mar 2021
GBP'000
Net cash (used in)/generated from operations 163
Net cash (used in)/generated from investing
activities 1
Net cash (used in)/generated from financing
activities (997)
Net (decrease)/increase in cash and cash equivalents (833)
------------------------------------------------------- ------------
Year ended
31 Mar 2020
GBP'000
Net cash (used in)/generated from operations (536)
Net cash (used in)/generated from investing
activities -
Net cash (used in)/generated from financing
activities (60)
Net (decrease)/increase in cash and cash equivalents (596)
------------------------------------------------------- ------------
Assets and liabilities of disposal group classified as held for
sale
The following assets and liabilities relating to WH Ireland
(IOM) Limited were reclassified as held for sale at 31 March 2020.
As at 31 March 2021, these were all nil values as the sale of WH
Ireland (IOM) Limited completed on 21 August 2020:
Year ended
31 Mar 2020
Assets classified as held for sale GBP'000
Property, plant and equipment 46
Right of use asset 321
Trade and other receivables 607
Cash and cash equivalents 1,154
Total assets of subsidiary held for sale 2,128
------------------------------------------------ ------------
Year ended
31 Mar 2020
Liabilities directly associated with assets GBP'000
classified as held for sale
------------
Trade and other payables (385)
Lease liability (319)
Total liabilities of subsidiary held for sale (704)
------------------------------------------------ ------------
11. Dividend
No dividend is proposed in respect of 2021 (2020: none).
12. Earnings per share
Basic EPS is calculated by dividing the profit or loss
attributable to equity holders of the Company by the weighted
average number of ordinary shares in issue during the year,
excluding ordinary shares purchased by the Company and held as
treasury shares (note 29).
Diluted EPS is the basic EPS, adjusted for the effect of the
conversion into fully paid shares of the weighted average number of
all employee share options outstanding. In a year when the Company
presents positive earnings attributable to ordinary shareholders,
anti-dilutive options represent options issued where the exercise
price is greater than the average market price for the period.
Reconciliations of the earnings and weighted average number of
shares used in the calculations are set out below:
Year ended Year ended
31 Mar 2021 31 Mar 2020
Group
------------ ------------
Weighted average number of shares in issue
during the period 50,249 44,957
Effect of dilutive share options 9,614 -
(thousands)
59,862 44,957
---------------------------------------------- ------------ ------------
From continuing operations
---------------------------------------------- ------------ ------------
Profit / (loss) for the year attributable
to ordinary shareholders (GBP'000) 1,239 (3,316)
---------------------------------------------- ------------ ------------
Basic 2.47p (7.38p)
Diluted 2.07p (7.38p)
From discontinued operations
---------------------------------------------- ------------ ------------
Profit for the year attributable to ordinary
shareholders (GBP'000) (86) 117
---------------------------------------------- ------------ ------------
Basic (0.17p) 0.26p
Diluted (0.14p) 0.26p
Total
---------------------------------------------- ------------ ------------
Profit / (Loss) for the year attributable
to ordinary shareholders (GBP'000) 1,153 (3,199)
---------------------------------------------- ------------ ------------
Basic 2.30p (7.12p)
Diluted 1.93p (7.12p)
---------------------------------------------- ------------ ------------
13. Property, plant and equipment
Group Company
---------------------- -------------
Computers, Computers,
fixtures and fittings fixtures and
fittings
GBP'000 GBP'000
------------------------------- ---------------------- -------------
Cost
At 31 March 2019 5,310 33
Additions 214 -
Reclassified as held for sale (80) -
Disposals - -
At 31 March 2020 5,444 33
Additions 201 -
Reclassified as held for sale - -
Disposals - -
At 31 March 2021 5,645 33
------------------------------- ---------------------- -------------
Depreciation and impairment
At 31 March 2019 4,148 33
Charge for the year 499 -
Reclassified as held for sale (34) -
Adjustment on disposal - -
At 31 March 2020 4,613 33
Charge for the year 521 -
Reclassified as held for sale -
Adjustment on disposal - -
At 31 March 2021 5,134 33
------------------------------- ---------------------- -------------
Net book values
At 31 March 2021 511 -
At 31 March 2020 831 -
At 31 March 2019 1,162 -
------------------------------- ---------------------- -------------
14. Business Combinations
Acquisition of Harpsden Wealth Management Limited
On 22 December 2020, WH Ireland Group Plc acquired Harpsden
Wealth Management Limited (Harpsden) for a total consideration of
GBP7.3m.
The fair values of the assets and liabilities of Harpsden as at
the date of acquisition are as per the table below:
Book value Adjustments Fair value
GBP'000 GBP'000 GBP'000
Net Assets at date of
acquisition:
Intangible assets - 4,225 4,225
Tangible assets 13 - 13
Debtors 309 - 309
Cash 671 - 671
Creditors (523) - (523)
Deferred tax liability - (803) (803)
------------------------------------ ------------- ------------ -----------
Net assets acquired 470 3,422 3,892
Goodwill arising on
acquisition 3,539
------------------------------------ ------------- ------------ -----------
Total 7,431
------------------------------------ ------------- ------------ -----------
Discharged by:
------------------------------------ ------------- ------------ -----------
Initial cash consideration 5,300
Deferred consideration
payable 2,585
Effect of discounting of deferred consideration (589)
Costs associated with
acquisition 135
------------------------------------ ------------- ------------ -----------
Total 7,431
------------------------------------ ------------- ------------ -----------
15. Goodwill
Year ended Year ended
31 Mar 2021 31 Mar 2020
Group GBP'000 GBP'000
------------ ------------
Beginning of year - -
Acquisition of subsidiaries 3,539 -
Impairment - -
End of year 3,539 -
---------------------------- ------------ ------------
16. Intangible assets
Client
relationships
Group GBP'000
Cost
At 31 March 2019 4,581
Additions -
At 31 March 2020 4,581
Additions 4,225
At 31 March 2021 8,806
--------------------- --------------
Amortisation
At 31 March 2019 3,701
Charge for the year 122
Impairment losses -
At 31 March 2020 3,823
Charge for the year 219
At 31 March 2021 4,042
--------------------- --------------
Net book values
At 31 March 2021 4,764
At 31 March 2020 758
--------------------- --------------
At 31 March 2019 880
--------------------- --------------
Client relationships arise when the group acquires a broker
business with an existing client base. These individual broker
businesses each represent a cash generating unit.
17. Subsidiaries
Year ended Year ended
31 Mar 2021 31 Mar 2020
Company GBP'000 GBP'000
------------ ------------
Beginning of year 19,298 16,501
Additions 7,150 2,797
End of year 26,448 19,298
------------------- ------------ ------------
Investments in subsidiaries are stated at cost less
impairment.
During the financial year, the Group raised GBP5.3m (2020:
GBP2.80m on 22 November 2019) by way of placings to existing and
new shareholders (30 July 2020; 21 December 2020; and 16 March
2021). The Group used the placings to fund the purchase of Harpsden
Wealth Management Limited.
The Company's subsidiaries, all of which are included in the
consolidated financial statements, are presented below:
Proportion Proportion
Country of Principal Class held by held by
Subsidiary incorporation activity of shares Group Company
England &
WH Ireland Limited Wales WM and CM Ordinary 100% 100%
WH Ireland (IOM) Limited* Isle of Man WM Ordinary 100% 100%
Harpsden Wealth Management England &
Limited Wales WM Ordinary 100% 100%
WH Ireland (Financial Services) England &
Limited Wales Dormant Ordinary 100% -
England & No trading
Readycount Limited Wales activity Ordinary 100% 100%
England & No trading
Stockholm Investments Limited Wales activity Ordinary 100% 100%
ARE Business and Professional England &
Limited Wales Dormant Ordinary 100% -
SRS Business and Professional England &
Limited Wales Dormant Ordinary 100% -
England &
WH Ireland Nominees Limited Wales Nominee Ordinary 100% -
England &
WH Ireland Trustee Limited Wales Trustee Ordinary 100% -
England &
Fitel Nominees Limited Wales Nominee Ordinary 100% -
--------------------------------- ---------------- ------------ ------------ ----------- -----------
*WH Ireland (IOM) Limited was sold on 21 August 2020, but was
included in the consolidated financial statements (see note
10).
The registered office of WH Ireland (IOM) Limited is St George's
Tower, Hope Street, Douglas, Isle of Man, IM1 1HR.
The registered office of Harpsden Wealth Management Limited is
Newtown House, Newtown Road, Henley-on-Thames, Oxfordshire RG9
1HG.
The registered office of all other companies listed above is 24
Martin Lane, London, EC4R 0DR.
The following dormant subsidiaries are guaranteed by the Company
and therefore take advantage of the Companies Act (2006) in
obtaining exemption from an individual audit:
Country of
Subsidiary incorporation
WH Ireland (Financial Services) England &
Limited Wales
ARE Business and Professional England &
Limited Wales
SRS Business and Professional England &
Limited Wales
England &
WH Ireland Nominees Limited Wales
England &
WH Ireland Trustee Limited Wales
England &
Fitel Nominees Limited Wales
-------------------------------- ---------------
18. Investments
Group
Quoted Unquoted Total
Financial assets at fair value through GBP'000 GBP'000 GBP'000
profit or loss
--------- ---------- ---------
At 31 March 2019 - 48 48
At 31 March 2020 - 48 48
----------------------------------------
At 31 March 2021 - 48 48
---------------------------------------- --------- ---------- ---------
Quoted Warrants Total
Other financial assets at fair value GBP'000 GBP'000 GBP'000
through profit or loss
--------- ---------- ---------
At 31 March 2019 1 180 181
Additions - 60 60
Fair value loss - (11) (11)
Disposals - - -
At 31 March 2020 1 229 230
Additions - 1,260 1,260
Fair value gain / loss - 983 983
Disposals - (1,422) (1,422)
At 31 March 2021 1 1,050 1,051
---------------------------------------- --------- ---------- ---------
Total investments at 31 March 2021 1 1,098 1,099
Total investments at 31 March 2020 1 277 278
---------------------------------------- --------- ---------- ---------
Financial assets at fair value through profit or loss include
equity investments other than those in subsidiary undertakings.
These are measured at fair value with fair value gains and losses
recognised through profit and loss.
Other investments, in the main, comprise financial assets
designated as fair value through profit or loss and include
warrants and equity investments. Financial assets designated as
'fair value through profit or loss' are measured at fair value with
fair value gains and losses recognised directly in the statement of
comprehensive income.
Warrants may be received during the ordinary course of business
and are designated as fair value through profit or loss. There is
no cash consideration associated with the acquisition.
Fair value, in the case of quoted investments, represents the
bid price at the reporting period end date. In the case of unquoted
investments, the fair value is estimated by reference to recent
arm's length transactions. The fair value of warrants is estimated
using established valuation models.
The fair value of the warrants was determined using the Black
Scholes model and grouped within level 3 with fair value
measurements derived from formal valuation techniques (see note
27). The key inputs into this calculation are the share price as at
31 March 2021, exercise price, risk free interest rate and
volatility which is based on the share price movements during the
period 1 December 2020 to 31 March 2021.
19. Right of use asset & lease liability
Leasehold
Properties
GBP'000
Cost
At 31 March 2019 -
Adjustment for transition to
IFRS16 3,399
Restated at 1 April 2019 3,399
Reclassified as held for sale (363)
At 31 March 2020 3,036
Adjustment for deferred rent
invoices (50)
Correction of calculation of
right of use asset (319)
At 31 March 2021 2,667
------------------------------- ------------
Depreciation
At 31 March 2019 -
Charge for the year 604
Reclassified as held for sale (42)
At 31 March 2020 562
Charge for the year 502
At 31 March 2021 1,064
Net book values
At 31 March 2021 1,603
At 31 March 2020 2,474
------------------------------- ------------
At 31 March 2019 -
------------------------------- ------------
Maturity of discounted lease payments in relation to
non-cancellable leases
The table below represents the minimum lease payments in
relation to non-cancellable leases where the group is a lessee:
Group
Payable after
Payable within Payable in more than Total contractual
1 year 2 to 5 years 5 years payments
Lease liability GBP'000 GBP'000 GBP'000 GBP'000
----------------- --------------- -------------- -------------- ------------------
2021 549 1,298 211 2,058
----------------- --------------- -------------- -------------- ------------------
2020 629 1,905 369 2,903
----------------- --------------- -------------- -------------- ------------------
The following represents the lease expense in relation to leases
which is recognised in the statement of comprehensive income:
Year ended Year ended
31 Mar 2021 31 Mar 2020
Group GBP'000 GBP'000
------------ ------------
Depreciation of right of use asset 393 562
Interest charge 95 149
Total charge 488 711
------------------------------------ ------------ ------------
Nature of leases
The Group leases a number of properties in the jurisdictions it
operates.
These leases are usually for a fixed term although the Group
sometimes negotiates break clauses in its leases. On a case-by-case
basis, the Group will consider whether the absence of a break
clause would exposes the group to excessive risk. Typically factors
considered in deciding to negotiate a break clause include:
-- the length of the lease term;
-- the economic stability of the environment in which the property is located; and
-- whether the location represents a new area of operations for the Group
As at 31 March 2021, the carrying amounts of the lease
liabilities are not reduced by the amounts that would not be paid
as a result of exercising the break clauses because the Group does
not anticipate to exercise its rights to the break clauses.
20. Subordinated loan
Year ended Year ended
31 Mar 2021 31 Mar 2020
Company GBP'000 GBP'000
------------ ------------
Beginning of year 985 985
Additions - -
Disposals (985)
End of year - 985
------------------- ------------ ------------
This interest-free, subordinated loan was originally issued to
WH Ireland (IOM) Limited on 31 March 2014 and has been increased in
line with the needs of the subsidiary. As part of the agreement for
the sale of WH Ireland (IOM) Limited, announced on 29 June 2020,
the subordinated loan was repaid on completion, 21 August 2020.
Accordingly, the loan was classified as a current asset in the
prior year. The impact of applying IFRS 9 has been considered and
probability of default was assessed and consequently, it was
determined that the expected credit loss is nil.
21. Deferred tax assets and liabilities
Deferred tax is provided for temporary differences, at the
reporting period end date, between the tax bases of assets and
liabilities and their carrying amounts for financial reporting
purposes using a tax rate of 19% (2020: 19%). A deferred tax asset
is recognised for all deductible temporary differences and
unutilised tax losses only to the extent that it is probable that
future taxable profits will be available against which the assets
can be utilised. Deferred tax assets are reduced to the extent that
it is no longer probable that the related tax benefit will be
realised.
A net deferred tax liability has been recognised in the
year:
Year ended Year ended
31 Mar 2021 31 Mar 2020
Group GBP'000 GBP'000
------------ ------------
Tax losses 190 -
Intangibles acquired on business (803) -
combinations
Other 4 -
Deferred tax liability (609) -
--------------------------------- ------------ ------------
No deferred tax asset or liability has been recognised on the
Statement of Financial Position of the Company for the year ended
31 March 2021 (2020: GBPnil).
The March 2021 Budget announced a further increase to the main
rate of corporation tax to 25% from April 2023. This rate has not
been substantively enacted at the balance sheet date. As a result
deferred tax balances as at 31 March 2021 continue to be measured
at 19%. If all of the deferred tax was to reverse at the amended
rate the effect on the closing deferred tax position would be to
increase the deferred tax liability by GBP192,000.
The unrecognised tax losses and fixed asset timing differences
amount to GBP16.0m (2020: GBP19.0m).
22. Trade and other receivables
Group Company
31 Mar 31 Mar 31 Mar 31 Mar
2021 2020 2021 2020
GBP'000 GBP'000 GBP'000 GBP'000
-------- -------- -------- --------
Trade receivables 1,322 1,184 - -
Amounts due from Group companies - - - 2,477
Other receivables 1,065 2,032 47 100
Accrued income 2,139 1,995 - -
Prepayments 630 733 9 12
5,156 5,944 56 2,589
---------------------------------- -------- -------- -------- --------
The carrying value of trade and other receivable balances are
denominated fully in British pounds (2020: 100%).
Accrued income relates to management fee accrual. Management
fees are accrued on a monthly basis and reconciled to fees
collected quarterly. Consideration to IFRS 9 has been made and it
has been determined that there is a low probability of default and
therefore the expected credit loss is not material.
The impact of applying IFRS 9 to intercompany balances for the
Company has been considered and probability of default was assessed
and consequently, it was determined that the expected credit loss
is not material.
Fees and charges owed by clients are generally considered to be
past due where they remain unpaid five working days after the
relevant billing date. At 31 March 2021, trade receivables (net of
provisions for impairment and doubtful debts) comprised of the
following:
Group Company
31 Mar 31 Mar 31 Mar 31 Mar
2021 2020 2021 2020
GBP'000 GBP'000 GBP'000 GBP'000
----------------------------- --------- --------- --------- ---------
Not past due 496 362 - -
Up to 5 days due - 9 - -
from 6 to 15 days past due 42 21 - -
From 16 to 30 days past due 148 170 - -
From 31 to 45 days past due 68 229 - -
More than 45 days past due 568 393 - -
1,322 1,184 - -
----------------------------- --------- --------- --------- ---------
Trade receivables are largely amounts due from retainer clients,
who are invoiced on a quarterly basis in advance. The Group's
policy is to allow 30 days for payment. Consequently, these
receivables have no significant financing component and the Group
have applied the simplified approach in line with IFRS 9.
Calculation of loss allowances are measured at an amount equal to
lifetime expected credit losses (ECLs). The approach taken by the
Group in arriving at the expected credit loss is as follows:
Step 1: The Group have determined the appropriate brackets by
grouping each trade receivables based on the ageing structure.
Step 2: Having determined the appropriate groupings, a
historical loss rate (adjusted for forward looking information) was
calculated for each age bracket by reviewing the pattern of payment
of trade receivables over the past 12 months.
Step 3: This historical loss rate (adjusted for forward looking
information) has been applied to each ageing bracket of trade
receivables as at the balance sheet date to arrive at an expected
credit loss for each grouping. All trade receivables over 365 days
have a 100% historical loss rate loss applied to them.
Based on the above, the group recognised an expected credit loss
of GBP28k (2020: GBP44k expected credit loss).
The maximum exposure to credit risk, before any collateral held
as security, is the carrying value of each class of receivable set
out above.
The Directors consider that the carrying amounts of trade and
other receivables approximate their fair value.
Movements in impairment provisions were as follows:
Group Company
-------------------- --------------------
31 Mar 31 Mar 31 Mar 31 Mar
2021 2020 2021 2020
GBP'000 GBP'000 GBP'000 GBP'000
--------------------------------- --------- --------- --------- ---------
Opening balance 458 603 - -
Amount released from provision - (179) - -
due to recovery
Amounts written off, previously
fully provided (65) (10) - -
Amount charged to the statement
of comprehensive income 28 44 - -
Closing balance 421 458 - -
--------------------------------- --------- --------- --------- ---------
23. Other investments
Group Company
31 Mar 31 Mar 31 Mar 31 Mar
2021 2020 2021 2020
GBP'000 GBP'000 GBP'000 GBP'000
-------------------------- -------- -------- -------- --------
Current asset investment 962 912 - -
Restricted cash 1,528 311
-------------------------- -------- -------- -------- --------
Total 2,490 1,223
-------------------------- -------- -------- -------- --------
Current asset investments represent short-term principal
positions in the form of listed investments which are held at
market value.
Restricted cash represents monies held by the Group which have
some restrictions on their conversion to cash.
24. Cash and cash equivalents
Group Company
31 Mar 31 Mar 31 Mar
31 Mar 2021 2020 2021 2020
GBP'000 GBP'000 GBP'000 GBP'000
------------ -------- -------- --------
Cash and cash equivalents 8,211 2,580 1,246 -
--------------------------- ------------ -------- -------- --------
For the purposes of the cash flow statement, cash and cash
equivalents comprise cash in hand and deposits with banks and
financial institutions with a maturity of up to three months.
Cash and cash equivalents represent the Group's and the
Company's money and money held for settlement of outstanding
transactions.
Money held on behalf of clients is not included in cash and cash
equivalents on the statement of financial position. Client money at
31 March 2021 for the Group was GBP401k (2020: GBP430k). There is
no client money held in the Company (2020: GBPnil).
25. Trade and other payables
Group Company
31 Mar 31 Mar
31 Mar 2021 31 Mar 2020 2021 2020
GBP'000 GBP'000 GBP'000 GBP'000
------------ ------------ -------- --------
Trade payables 1,897 996 35 51
Amounts due to Group companies - - 2,824 -
Other payables 618 359 - -
Tax and social security 662 459 - -
Deferred income 372 394 1 -
Accruals 4,074 1,895 100 105
7,623 4,103 2,960 156
-------------------------------- ------------ ------------ -------- --------
The Directors consider that the carrying amounts of trade and
other payables approximate their fair value.
Deferred income relates to retainer fees invoiced in advance and
spread over the length of the period, typically quarterly.
26. Deferred consideration
31 Mar 2021 31 Mar 2020
GBP'000 GBP'000
------------
Included in current liabilities 1,087 -
Included in non-current liabilities 909 -
1,996 -
------------------------------------ ------------ ------------
Deferred consideration relate to the acquisition of Harpsden and
the maximum amounts payable over a two year period. The following
assumptions were made: revenue growth of 2%, attrition rate of 3%
for larger clients and 10% for smaller clients, discount rate of
13.5%.
27. Financial risk management
The fair value of all of the Group's and the Company's financial
assets and liabilities approximated its carrying value at the
reporting period end date. The carrying amount of non-current
financial instruments, including floating interest rate borrowing,
is not significantly different from the fair value of these
instruments based on discounted cash flows. The significant methods
and assumptions used in estimating fair values of financial
instruments are summarised below:
Financial assets at fair value through profit or loss
Financial assets at fair value through profit or loss include
equity investments, other than those in subsidiary undertakings. In
the case of listed investments, the fair value represents the
quoted bid price at the reporting period end date. The fair value
of unlisted investments is estimated by reference to recent arm's
length transactions.
Other investments
Other investments include warrants and equity investments,
categorised as fair value through profit or loss. In the case of
listed investments, the fair value represents the quoted bid price
at the reporting period end date. The fair value of unlisted
investments is estimated by reference to recent arm's length
transactions. In the case of warrants, the fair value is estimated
using established valuation models.
Trade receivables and payables
The carrying value less impairment provision of trade
receivables and payables is assumed to approximate their fair
values due to their short-term nature.
Borrowings
Borrowings are measured at amortised cost using the effective
interest rate method. The tables below summarise the Group's main
financial instruments by financial asset type:
31 March 2021
Fair value
through
Amortised profit or
cost loss Total
Group GBP'000 GBP'000 GBP'000
---------- ----------- --------
Financial assets
Investments - 48 48
Other investments - 3,298 3,298
Trade and other receivables 4,526 - 4,526
Cash and cash equivalents 8,211 - 8,211
Financial liabilities
Trade and other payables 6,589 - 6,589
Lease liability 2,058 - 2,058
----------------------------- ---------- ----------- --------
31 March 2020
Fair value
Amortised through profit
cost or loss Total
Group GBP'000 GBP'000 GBP'000
---------- ---------------- --------
Financial assets
Investments - 48 48
Other investments - 1,453 1,453
Trade and other receivables 5,211 - 5,211
Cash and cash equivalents 2,580 - 2,580
Financial liabilities
Trade and other payables 3,250 - 3,250
Lease liability 2,903 - 2,903
----------------------------- ---------- ---------------- --------
The tables below summarise the Company's main financial
instruments by financial asset type:
31 March 2021
Amortised Fair value through
cost profit or loss Total
Company GBP'000 GBP'000 GBP'000
---------- ------------------- --------
Financial assets
Trade and other receivables 47 - 47
Cash and cash equivalents 1,246 - 1,246
Financial liabilities
Trade and other payables 135 - 135
Group balances 2,824 - 2,824
----------------------------- ---------- ------------------- --------
31 March 2020
Amortised Fair value through
cost profit or loss Total
Company GBP'000 GBP'000 GBP'000
----------
Financial assets
Subordinated loan (note 20) 985 - 985
Group balances 2,477 - 2,477
Financial liabilities
Trade and other payables 156 - 156
Risks
The main risks arising from the Group's financial instruments
are credit risk, liquidity risk and market risk. Market risk
comprises, interest rate risk and other price risk. The Directors
review and agree policies for managing each of these risks which
are summarised below:
Credit risk
Credit risk is the risk that clients or other counterparties to
a financial instrument will cause a financial loss by failing to
meet their obligations. Credit risk relates, in the main, to the
Group's trading and investment activities and is the risk that
third parties fail to pay amounts as they fall due. Formal credit
procedures include approval of client limits, approval of material
trades, collateral in place for trading clients and chasing of
overdue accounts. Additionally, risk assessments are performed on
banks and custodians.
The maximum exposure to credit risk at the end of the reporting
period is equal to the statement of financial position figure.
Impairment policy and information on collateral held against trade
receivables can be found in note 22. There were no other past due,
impaired or unsecured debtors.
Financial assets that are neither past due nor impaired in
respect of trade receivables relate mainly to bonds, equity and
gilt trades quoted on a recognised exchange, are matched in the
market, and are either traded on a cash against documents basis or
against a client's portfolio.
The credit risk on liquid funds, cash and cash equivalents is
limited due to deposits being held at the Group's main bank with a
credit rating of "A", assigned by Standard and Poor's.
There has been no change to the Group's exposure to credit risk
or the manner in which it manages and measures the risk during the
period.
The credit risk in the Company principally comes from
intercompany balances and subordinated loan. Since these are all
within the Group, the Directors are able to closely monitor the
risk of default on a regular basis to minimise any potential
losses.
Liquidity risk
Liquidity risk is the risk that obligations associated with
financial liabilities will not be met. The Group monitors its risk
to a shortage of funds by considering the maturity of both its
financial investments and financial assets (for example, trade
receivables) and projected cash flows from operations.
The Group's objective is to maintain the continuity of funding
through the use of bank facilities where necessary, which are
reviewed annually with the Group's Banker, the Bank of Scotland.
Items considered are limits in place with counterparties which the
bank are required to guarantee, payment facility limits, as well as
the need for any additional borrowings.
The Directors most recently renewed the Group's main banking
facilities in February 2015. As an evergreen facility there is no
requirement to update the agreement annually, although a formal
review of facilities is undertaken at least annually.
This ensures that the group and the company both have sufficient
funds/current assets available to meet the liabilities as they fall
due.
The table below summarises the maturity profile of the Group's
financial liabilities based on contractual undiscounted
payments:
31 March 2021
Payable
Payable Payable after more
within in 2 to than 5 Total contractual
1 year 5 years years payments
Group GBP'000 GBP'000 GBP'000 GBP'000
Trade and other payables 6,589 - - 6,589
Lease liability 634 1,425 206 2,265
7,223 1,425 206 8,854
31 March 2020
Payable
Payable Payable after more
within in 2 to than 5 Total contractual
1 year 5 years years payments
Group GBP'000 GBP'000 GBP'000 GBP'000
Trade and other payables 3,250 - - 3,250
Lease liability 751 2,059 387 3,197
4,001 2,059 387 6,447
The table below summarises the maturity profile of the Company's
financial liabilities based on contractual undiscounted
payments:
31 March 2021
Payable
Payable Payable after more
within in 2 to than 5 Total contractual
1 year 5 years years payments
Company GBP'000 GBP'000 GBP'000 GBP'000
Trade and other payables 135 - - 135
135 - - 135
31 March 2020
Payable
Payable Payable after more
within in 2 to than 5 Total contractual
1 year 5 years years payments
Company GBP'000 GBP'000 GBP'000 GBP'000
Trade and other payables 156 - - 156
156 - - 156
Market Risk
Interest rate risk
The Group's exposure to the risk of changes in market interest
rates relates to the Group's amount of interest receivable on cash
deposits. The maximum exposure for interest is not significant.
Other price risk
Other price risk is the risk that the fair value or future cash
flows of a financial instrument will fluctuate because of changes
in market prices (other than those arising from interest rate risk)
whether those changes are caused by factors specific to the
individual financial instrument or its issuer or factors affecting
all similar financial instruments traded in the market. Other
investments are recognised at fair value and subject to changes in
market prices.
The Group manages other price risk by monitoring the value of
its financial instruments on a monthly basis and reporting these to
the Directors and Senior Management. The Group has disposed of a
number of its investments during the course of the year, which has
helped mitigate risk. However, the risk of deterioration in prices
remains high whilst the market continues to be volatile.
The risk of future losses is limited to the fair value of
investments as at the year-end of GBP3,346k (2020: GBP1,501k). See
note 18 and 23.
Fair value measurement recognised in the statement of financial
position
The following table provides an analysis of financial
instruments that are measured subsequent to initial recognition at
fair value, grouped into Levels 1 to 3 based on the degree to which
the fair value is observable:
-- Level 1 at fair value measurements are those derived from
quoted prices (unadjusted) in active markets for identical assets
and liabilities;
-- Level 2 fair value measurements are those derived from inputs
other than the quoted price included within Level 1 that are
observable for the asset or a liability, either directly (i.e. as
prices) or indirectly (i.e. derived from prices); and
-- Level 3 fair value measurements are those derived from formal
valuation techniques that include inputs for the asset or liability
that are not based on observable market data (unobservable
inputs).
31 March 2021
Level 1 Level 2 Level 3 Total
GBP'000 GBP'000 GBP'000 GBP'000
Financial assets at fair value
through profit or loss
Unquoted equities - - 48 48
Financial instruments designated
at fair value through profit
or loss
Quoted equities - - - -
Other investments 2,490 - 1,051 3,541
Total 2,490 - 1,099 3,589
31 March 2020
Level 1 Level 2 Level 3 Total
GBP'000 GBP'000 GBP'000 GBP'000
Financial assets at fair value
through profit or loss
Unquoted equities - - 48 48
Financial instruments designated
at fair value through profit
or loss
Quoted equities - - - -
Other investments 1,223 - 230 1,453
Total 1,223 - 278 1,501
There were no transfers between levels in either financial
year.
Unquoted
equities Other investments
GBP'000 GBP'000
Balance at 31 March 2019 48 1,349
Total gains or losses in Statement of Comprehensive
Income - 104
Balance at 31 March 2020 48 1,453
Total gains or losses in Statement of Comprehensive
Income - 2,088
Balance at 31 March 2021 48 3,541
28. Capital management
The capital of the Group comprises share capital, share premium,
retained earnings and other reserves. The total capital at 31 March
2021 amounted to GBP15.1m for the Group (2020: GBP8.5m) and
GBP23.4m for the Company (2020: GBP23.4m). The primary objective of
the Group's capital management is to ensure that it maintains a
strong capital structure in order to support the development of its
business, to maximise shareholder value and to provide benefits for
its other stakeholders.
These objectives are met by managing the level of debt and
setting dividends paid to shareholders at a level appropriate to
the performance of the business.
Certain activities of the Group are regulated by the FCA which
is the statutory regulator for financial services business and has
responsibility for policy, monitoring and discipline for the
financial services industry. The FCA requires the Group's resources
to be adequate, that is, sufficient in terms of quantity, quality
and availability, in relation to its regulated activities.
The Group monitors capital on a daily basis by measuring
movements in the Group regulatory capital requirement and through
its Internal Capital Adequacy Assessment Process (ICAAP).
Compliance with FCA minimum common equity tier 1 regulatory capital
requirements was maintained during the year and the Group is
satisfied that there is and will be, sufficient capital to meet
these regulatory requirements for the foreseeable future.
29. Treasury shares
Year ended Year ended
31 Mar 2021 31 Mar 2020
Group GBP'000 GBP'000
At 31 March 644 644
Additions - -
Disposals - -
At 31 March 644 644
At 31 March 2021 no shares in the Company were held in Treasury
(2020: nil shares). At 31 March 2021 no shares in the Company were
held in the EBT (2020: nil shares) and the ESOT held 2,139,500
shares (2020: 2,139,500), at a nominal value of 5p per share. This
represents 3.45% of the called up share capital (2020: 4.39%).
30. Employee Benefit Trusts (EBT)
The WH Ireland EBT was established in October 1998 and the WH
Ireland Group plc Employee Share Ownership Trust (ESOT) was
established in October 2011, both for the purpose of holding and
distributing shares in the Company for the benefit of the
employees. All costs of the EBT and ESOT are borne by the Company
or its subsidiary WH Ireland Limited.
Joint Ownership Arrangements (the 'JOE Agreements') are in place
in relation to 2,139,500 shares between the trustees of the ESOT
and a number of employees (the 'Employees'). Under the JOE
Agreements, the option for the Employees to acquire the interest
that the trustees of the ESOT has in the jointly owned shares,
lapses when an employee is deemed to be a Bad Leaver. If an
Employee ceases to be an employee of the Group, other than in the
event of critical illness or death, the Employee is deemed to be a
Bad Leaver.
The shares carry dividend and voting rights though these have
been waived by all parties to the JOE Agreements. Due to the
consolidation of the ESOT into the Group accounts, these shares are
shown in Treasury (note 29). Due to the nature of these
arrangements, the options contained in the JOE Agreements are
accounted for as share-based payments (note 31).
31. Share-based payments
The Group had two schemes for the granting of non-transferable
options to employees during the reporting period; the approved
Company Share Ownership Plan (CSOP) and a Save as You Earn Schemes
(SAYE 3). In addition, options are held in the ESOT (note 30).
Details of these schemes can be found in the Remuneration Report
within the Annual Report. SAYE 3 matured in May 2019.
Under the terms of the Unapproved Options, options over the
Company's shares may be granted on a discretionary basis to
employees and consultants of the Group (including Directors) at a
price to be agreed between the Company and the relevant option
holder. Under the terms of the options granted, such options vest
on the third anniversary of the award dates; are exercisable at the
market price at the time the option was issued and are exercisable
for ten years after the vesting date.
Movements in the number of share options outstanding that were
issued post 7 November 2002 and their related weighted average
exercise prices (WAEP) are as follows:
31 March 2021
CSOP ESOT ESOT Unapproved 2020 EMI Option
Options Plan
Options WAEP Options WAEP Options WAEP Options WAEP Options WAEP
Outstanding
at beginning
of year 142,002 63.88p 650,000 40.12p 70,000 92.50p 1,800,000 46.00p - -
Granted - - - - - - - 4,330,719 40.43p
Expired
/ forfeited (15,000) 57.00p (300,000) 0.00p (20,000) 92.50p - - - -
Exercised - - - - - - - - - -
Outstanding
at end
of year 127,002 64.69p 350,000 74.50p 50,000 92.50p 1,800,000 45.00p 4,330,719 40.43p
Exercisable
at end
of year 127,002 64.69p 350,000 74.50p 50,000 92.50p - 45.00p - 40.43p
WA Life* 0.73 yrs 2.5 yrs 5.01 yrs 9.03 yrs 12.46 yrs
* WA Life represents the weighted average contractual life in
years to the expiry date for options outstanding at the end of the
year
31 March 2020
Unapproved
CSOP ESOT SAYE 3 ESOT Options
Options WAEP Options WAEP Options WAEP Options WAEP Options WAEP
Outstanding
at beginning
of year 128,589 66.23p 1,650,000 78.14p 794,564 82.00p 450,000 92.50p - -
Granted 43,413 58.00p - - - - - 1,800,000 46.00p
Expired - - - - (794,564) 82.00p - - - -
Forfeited (30,000) 66.17p (1,000,000) 75.00p - - (380,000) 99.26p - -
Exercised - - - - - - - - - -
Outstanding
at end
of year 142,002 63.88p 650,000 40.12p - - 70,000 92.50p 1,800,000 46.00p
Exercisable
at end
of year 142,002 63.88p 650,000 40.12p - - 70,000 92.50p - -
WA Life* 1.71 yrs 5.19 yrs - 6.01 yrs 10.03 yrs
* WA Life represents the weighted average contractual life in
years to the expiry date for options outstanding at the end of the
year
The pricing models used to value these options and their inputs
are as follows:
Pricing Models
Unapproved 2020 EMI Option
CSOP ESOT ESOT Options Plan
Pricing model Black Scholes Monte Carlo N/A N/A Black Scholes
Date of grant 02/11/11-24/05/12 28/10/13-13/4/16 30/05/17 28/06/19 01/11/2020 &
& 28/12/19 11/03/2021
Share price at
grant (p) 56.5-83.0 74.5-114.5 125 45.0 & 49.0 45.0
Exercise price 57.0-84.5 0.0-114.5 - 45.0 & 49.0 0.0 & 48.0
(p)
Expected volatility
(%) 32.6332-33.2130 43.0000-37.0000 N/A 50 38
Expected life (years) 5 5 3 3 12
Risk-free rate
(%) 1.2993-.0.7999 0.8000-1.9300 N/A 2 0.33
Expected dividend - 0.67-2.19 N/A N/A N/A
yield (%)
32. Capital commitments
There were no capital commitments for the Group or the Company
as at 31 March 2021 (2020: GBPnil).
33. Related party transactions
Group
Services rendered to related parties were on the Group's normal
trading terms in an arms' length transaction. Amounts outstanding
are unsecured and will be settled in accordance with normal credit
terms. No guarantees have been given or received. No provision
(2020: GBPnil) has been made for impaired receivables in respect of
the amounts owed by related parties.
Key management personnel include Executive and Non-Executive
Directors of WH Ireland Group plc and all its subsidiaries. They
are able to undertake transactions in stocks and shares in the
ordinary course of the Group's business, for their own account and
are charged for this service, as with any other client. The
transactions are not material to the Group in the context of its
operations, but may result in cash balances on the Directors'
client accounts owing to or from the Group at any one point in
time. The charges made to these individuals and the cash balances
owing from/due to them are disclosed in the table below. There are
no other material contracts between the Group and the
Directors.
The following table sets out the transactions which have been
entered into during the year together with any amounts
outstanding:
Services
rendered Purchases/services Amounts owed
to related from relates to related
parties parties parties
GBP'000 GBP'000 GBP'000
Key management personnel 2021 - - -
2020 - - -
Other related parties 2021 - - -
2020 - - -
The total compensation of key management personnel is shown
below:
Year ended Year ended
31 Mar 2021 31 Mar 2020
GBP'000 GBP'000
Short-term employee benefits 1,685 1,831
Post-employment benefits - -
Termination benefits - -
Share-based payment - -
1,685 1,831
The highest paid Director for 2021 was P Wale receiving
emoluments of GBP354,831 (2020: GBP371,145).
Company
The Parent Company receives interest from subsidiaries in the
normal course of business. Total interest received during the year
was GBPnil (2020: GBPnil). In addition, the Parent Company received
a management charge of GBP453k (2020: GBP479k) from its subsidiary
WH Ireland Limited. WH Ireland Limited also charged the Parent
Company GBPnil (2020: GBPnil) for broker services.
During the year, the intercompany balances with Stockholm
Investments Limited and Readycount Limited were converted into
loans and then released through a deed of release.
Transactions between the Company and its subsidiaries, which are
related parties, have been eliminated on consolidation. The
captions in the primary statements of the Parent Company include
amounts attributable to subsidiaries. These amounts have been
disclosed in aggregate in the notes 17, 22 and 25 and in detail in
the following table:
Amounts owed by related Amounts owed to related
parties parties
2021 2020 2021 2020
GBP'000 GBP'000 GBP'000 GBP'000
Readycount Limited - 4,157 - -
WH Ireland (IOM)
Limited - 110 - -
Stockholm Investments
Limited - 410 - -
WH Ireland Limited - - 2,807 2,183
WH Ireland Trustee
Limited - - 17 17
- 4,677 2,824 2,200
The net amount owed to related parties is GBP2,824k (2020:
GBP2,477k owed by related parties) (see note 22 and 25).
34. Events after the reporting date
On 18 May 2021 the ESOT, for which Sanne is the trustee, entered
into an ESOT Share Purchase Plan (The Plan) to acquire ordinary
shares of 5p in the capital of the Company. It is the Company's and
the ESOT's intention that any ordinary shares acquired will be used
to satisfy the awards made to employees of the Company or the
Group. Purchases will be limited to a maximum of 50,000 shares or a
maximum value of GBP40,000 each month and the Plan, unless renewed,
will terminate on 1st May 2023.
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.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
FR EASXSFEPFEEA
(END) Dow Jones Newswires
July 15, 2021 02:00 ET (06:00 GMT)
W.h. Ireland (LSE:WHI)
Historical Stock Chart
From Aug 2024 to Sep 2024
W.h. Ireland (LSE:WHI)
Historical Stock Chart
From Sep 2023 to Sep 2024