TIDMLCG

RNS Number : 0281A

London Capital Group Holdings PLC

24 September 2015

LONDON CAPITAL GROUP HOLDINGS PLC

("LCG", "LCGH", the "Company" or the "Group")

INTERIM RESULTS FOR THE SIX MONTHS ENDED 30 JUNE 2015

London Capital Group Holdings plc today announces interim results for the six months ended 30 June 2015.

Operating Summary

-- Since the arrival of the new management team in October 2014 there has been a substantial restructuring of the entire business which has now been largely completed ahead of schedule and on budget

-- Adjusted loss before tax** from continuing operations of GBP9.9 million (H1'14 loss: GBP0.9 million)

-- Loss before tax from continuing operations of GBP8.6 million (H1'14 loss: GBP0.4 million)

-- EBITDA loss before certain one-off items from continuing operations for period from October 2014 when new management was appointed of GBP2 million*

-- Revenue from continuing operations down 42% to GBP5.3 million (H1'14: GBP9.2 million)

-- Net cash and short term receivables, excluding amounts due to clients increased 38% to GBP22.9 million (H1'14: GBP16.5 million)

-- Introduction of new technologies substantially completed

-- Cost base stabilised

-- Marketing plans and spend are ready for the implementation of our new technologies

* Certain one-off items include the Swiss Franc event (previously disclosed), additional administrative costs and IT spend.

Operational Highlights

-- UK FSB and CFD performance

- Divisional revenue down 33.4% to GBP5.1 million (H1'14: GBP7.7 million); divisional loss of GBP1.1 million (H1'14: profit GBP1.9 million)

   -       Key performance indicators 
 
  KPI average/month   H1'14 to H2'14   H2'14 to H1'15 
             Trades        9.7%             32% 
     Active traders       -12.6%            12% 
      Clients funds       -2.3%             17% 
     Volume indices        19%               9% 
       Volume forex       -14.3%            88% 
 

-- Institutional foreign exchange

   -    In early 2015, the institutional foreign exchange business was rationalised resulting in a 

reduction in the number of customers.

Commenting on the results, Charles-Henri Sabet, Chief Executive, said:

"The business has been operating in challenging market conditions throughout the first half of the year, with relatively low levels of volatility across financial markets for much of the period. We have been focused on developing exciting new technology, a full rebranding, initiating a new client journey as well as optimising our internal processes in order to facilitate client acquisition. We have also focused on rationalising the fixed cost base. Due to the positive direction shown in our key performance indicators, we are confident in our strategy during this transitional and challenging period.

Since the arrival of the new management team in October 2014, the Group has recognised an EBITDA loss of GBP5.4 million. This is a result of: decreased revenues due to lower market volatility; an exceptional GBP1.7 million loss incurred as a result of the movement in the Swiss Franc; and additional administrative costs of GBP1.7 million mainly due to staff turnover, contracting fees and increased IT spend. The EBITDA loss excluding the impact of the Swiss Franc event and additional administrative costs relating to staff turnover and IT would have been GBP2.0 million.

Our limited client growth in this period has been due to a core focus on our relaunch and a strategic decision to limit marketing of the current brand. We plan on launching our new product in the coming months with a full scale marketing drive and significant coverage.

The Group is confident that with the development of our new advanced technology, a renewed commitment to hiring the industry's most talented people and a big increase in marketing driving our rebrand, the majority of the short-term strategy will be achieved in the second half of the year."

 
                                                                  Unaudited           Unaudited 
                                                           Six months ended    Six months ended 
                                                               30 June 2015        30 June 2014 
                                                                    GBP'000             GBP'000 
 
 Total revenue from continuing operations                             5,320               9,178 
 Adjusted loss before tax* from continuing operations               (9,858)               (899) 
 Statutory loss before tax from continuing operations               (8,592)               (435) 
 Basic earnings per share from continuing operations                (14.26)              (0.83) 
 Diluted earnings per share from continuing operations              (14.26)              (0.83) 
 

** Adjusted loss before tax represents loss before tax excluding share based payment expense and the movement in the provision for FOS claims and restructuring costs. Applied consistently hereafter.

 
 For further information, please contact:    www.londoncapitalgroup.com 
 
 London Capital Group Holdings plc           020 7456 7000 
 Charles-Henri Sabet, Chief Executive 
  Officer 
 
   Cenkos Securities plc 
   Nicholas Wells                              020 7397 8900 
 

Chairman's statement

For the period ended 30 June 2015, the Group has continued to invest heavily in innovation, IT, sales and marketing and the quality of its people. This journey began in the fourth quarter of 2014 and the Group's costs are in line with the Board's expectations for this period. Revenue has been heavily affected as a result of lower market volatility during the first half of the year and was further impacted by the Swiss Franc event in early January 2015. We are confident that the Group is geared to return to steady growth with investments currently taking place that we believe will position the Group as a leading provider of online trading services.

The review undertaken by management encompassed a focus on the markets, products, platforms, operational structures and key personnel. This was necessary to deliver the growth expected by our shareholders. Many of the legacy problems relating to the business have now been addressed and the Group is now entering a new phase with the expectation of a return to growth and the delivery of long-term, sustainable returns to shareholders.

In addition, the majority of the organisational restructuring which was expected to last until the end of 2016 has already been completed. Over the last six months, a key focus has been to ensure that the Group has the right talent and skill sets in place to drive the Group forward. Achieving this has resulted in significant staff turnover during the first six months as well as a substantial spend in recruitment and contractor fees.

In line with the development of the workforce, the Group's IT department and infrastructure have been restructured with significant investment in this area ensuring better access to financial markets and best-in-class technology. We will continue our efforts with a major rebranding exercise, which will help position the Group as a leading provider of online trading services. In addition, we have put in place the building blocks to take advantage of opportunities globally, which will complement our core domestic business in the UK.

We shall continue to invest in our products and services, brand repositioning and improved trading technologies in order to drive the Group's return to growth. We are confident in management's ability to execute our strategic vision.

Charles Poncet

Chairman

Chief Executive's Statement

As previously reported LCG has suffered from a lack of investment in innovation, sales and marketing over the past few years. Significant financial resources were required to drive the longer-term growth of the Company. The convertible loan note financing has allowed the business to address these issues. Our investment in innovation, IT, sales and marketing and people began in the fourth quarter of 2014 and has continued during the first six months of 2015.

Financial Results

The first half of the year has once again been a difficult trading period, with market conditions not particularly conducive to the style of trading favoured by our retail derivative clients as a result of a range market. In addition, during the first half of the year, the Group suffered a loss from market and credit exposure following the announcement on the 15 January 2015 by the Swiss National Bank which resulted in extreme movement in the value of the Swiss Franc and a sudden reduced liquidity in the Swiss Franc foreign exchange market. The loss attributable to this event was GBP1.7 million. A conversion of convertible loan notes also took place in January 2015 which led to an accelerated interest charge of GBP1.2 million for the period. Additional costs were also incurred as a result of staff turnover, contracting fees and increased IT spend. All of this has led to a loss before tax for the period of GBP8.6 million (H1'14 loss: GBP0.4 million).

Total revenue for the Group amounted to GBP5.3 million (H1'14: GBP9.2 million), a decline of 61% on H2'14 and 42% on H1'14. Administrative costs from continuing operations have increased by 45% on H1'14 as a result of the continuing investment described above.

The adjusted loss before tax was GBP9.9 million, compared to a profit of GBP1.1 million for H2'14 and a loss of GBP0.9 million for H1'14. Adjusted profit before tax is stated before recognising a small charge in relation to share based payments, a credit relating to the Financial Ombudsman Service ("FOS") claims provision of GBP0.5 million and a credit for restructuring costs of GBP0.9 million.

UK Financial Spread betting and CFDs

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Revenue derived from the UK Financial Spread betting and CFD business was GBP5.1 million (H1'14: GBP7.7 million). The division has experienced a difficult trading period; however, underlying trading statistics have been improving. Average trades per month have increased by 44% compared to the same period in 2014 and average monthly unique active users have been stable over the period. Average monthly funds on deposit from the UK Financial Spread betting and CFD business increased by 16.5% from H2'14.

FX

In early 2015, the institutional foreign exchange business was rationalised resulting in a reduction in the number of customers.

Available liquidity and cash flow

 
                                          Unaudited   Unaudited        Audited 
                                            30 June     30 June    31 December 
                                               2015        2014           2014 
                                            GBP'000     GBP'000        GBP'000 
 
 Own cash held                               13,180      12,355         24,695 
 Short term receivables: Amounts 
  due from brokers                            9,697       4,172          6,149 
                                         ----------  ----------  ------------- 
 Net cash and short term receivables         22,877      16,527         30,844 
                                         ----------  ----------  ------------- 
 Title transfer funds and unsegregated 
  funds                                           -       1,205          2,098 
                                         ----------  ----------  ------------- 
 Available liquid resources                  22,877      17,732         32,942 
                                         ----------  ----------  ------------- 
 

The net cash and short term receivables, increased 38% to GBP22.9 million (H1'14: GBP16.5 million) primarily as a result of the convertible loan note financing. Available liquidity which comprises own cash held, title transfer funds, unsegregated funds and amounts due from brokers decreased by GBP10.1 million from 31 December 2014.

Strategy

The Group's future success will be based on providing a high quality service to our customers and offering a variety of financial trading products and platforms. We will deliver a complete multi-asset experience for our clients.

Our increased investment in technology will allow us to offer an intelligent new platform while still delivering industry leading spreads with instant, reliable execution. In addition, our analysts will offer high quality analysis, research and financial news.

We will shortly unveil our new mobile trading apps, allowing clients to trade on every device and have worked hard to deliver what we believe is the most integrated charting package in the industry.

The Group's medium-term strategy will also continue to focus on the promotion and further development of our key unique selling points upon the completion of the Group's near-term objectives:

   -     Industry-leading platforms 

The Group will offer improved technology and trading platforms on web, desktop, mobile and API ensuring our offering fits in with the demands of the active trader.

   -     Service 

The Group will provide an industry-leading customer experience and a service tailored to individual customers' needs, both online and through our telephone, email and 'live-chat' channels.

   -     Professional tools and news service 

Targeted to our customers' needs, the Group's experienced in-house market analysts will keep clients up-to-date with market events, as well as offering access to professional third-party news and tools providers.

   -     Educational material 

The Group will create significantly enhanced education services to address all levels of trading experience, including face-to-face seminars and live market webinars from our team of market analysts.

   -     Pricing 

The Group will deliver a value proposition to our clients without any compromise of our strict adherence to quality products, platforms and service, in order to position the Group at the forefront of the industry's most competitive providers.

   -     Marketing 

The Group is focusing its brand and client proposition primarily through the trusted LCG name, consolidating our online presence into a single LCG-led offering which incorporates all of the Group's products and services. A consolidated focus on a single brand will provide greater clarity for the Group's clients while enabling optimisation of marketing spend.

   -     Dealing execution 

The Group aims to provide a best-in-class dealing experience for clients across a broad range of markets and via multiple platform offerings. Clients will benefit from the Group's transparent and competitive dealing and execution services, for example through our liquidity providers, and the execution model on the MetaTrader4 platform.

Our marketing is being aimed at attracting active retail traders. This combined with improving the customer journey and technology will ensure that the Group continues to be in a strong strategic position.

Outlook

The Board is confident that with this significant investment in innovation, talented people, IT, sales and marketing that the Group has previously lacked, the business can now move confidently forward towards a profitable period of growth. This growth will be fully scalable which will allow the Group to start growing abroad.

Charles-Henri Sabet

Chief Executive

London Capital Group Holdings plc

CONDENSED CONSOLIDATED INCOME STATEMENT

For the period ended 30 June 2015

 
                                                    Unaudited    Unaudited          Audited 
                                                     6 Months     6 Months          Year to 
                                                        to 30        to 30      31 December 
                                                    June 2015    June 2014             2014 
                                           Notes      GBP'000      GBP'000          GBP'000 
 
 Revenue                                     3          5,320        9,178           22,666 
 Cost of sales                                        (2,288)      (2,798)          (5,976) 
                                                  -----------  -----------  --------------- 
 Gross profit                                           3,032        6,380           16,690 
 
 Administrative expenses (before 
  certain items) 
  Certain items:                                     (11,192)      (7,307)         (15,506) 
 Credit for provision against FOS 
  claims                                    11            489          475              578 
 Impairment of goodwill                                     -            -          (7,950) 
 Credit/(charge) for restructuring 
  costs                                                   900            -          (1,528) 
 Costs related to change in IT platform                     -            -            (262) 
  including accelerated amortisation 
  Share-based payment credit/(charge)                   (123)         (11)               63 
----------------------------------------  ------  -----------  -----------  --------------- 
 Total administrative expenses                        (9,926)      (6,843)         (24,605) 
 
 Operating (loss)                                     (6,894)        (463)          (7,915) 
 
 Investment revenue                                        58           14              201 
 Finance costs                                        (1,756)            -            (240) 
 (Loss) before taxation                               (8,592)        (449)          (7,954) 
 
 Tax credit                                             1,303           14              153 
 
   (Loss) for the period                              (7,289)        (435)          (7,801) 
 
 
 Earnings per share (pence) 
 
                                                        Pence        Pence          Pence 
 Basic                                       5        (14.26)       (0.83)        (15.13) 
 Diluted                                     5        (14.26)       (0.83)        (11.13) 
 Adjusted basic                              5        (16.20)       (1.50)           2.04 
 
 

London Capital Group Holdings plc

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the period ended 30 June 2015

 
                                              Unaudited     Unaudited        Audited 
                                               6 Months      6 Months        Year to 
                                             to 30 June    to 30 June    31 December 
                                                   2015          2014           2014 
                                                GBP'000       GBP'000        GBP'000 
 (Loss) for the period                          (7,289)         (435)        (7,801) 
                                           ------------  ------------  ------------- 
 
   Total comprehensive (loss) for 
   the period                                   (7,289)         (435)        (7,801) 
                                           ------------  ------------  ------------- 
 
   Total comprehensive (loss) for 
   the period attributable to the 
   owners of the parent                         (7,289)         (435)        (7,801) 
                                           ============  ============  ============= 
 
 

London Capital Group Holdings plc

CONDENSED CONSOLIDATED BALANCE SHEET

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As at 30 June 2015

 
 
                                               Unaudited     Unaudited         Audited 
                                                 30 June       30 June     31 December 
                                                    2015          2014            2014 
                                     Notes       GBP'000       GBP'000         GBP'000 
 NON-CURRENT ASSETS 
 Intangible assets                                 1,281         9,446           1,145 
 Property, plant and equipment                     2,448         1,682           2,176 
 Deferred tax asset                                1,736           348             435 
                                                   5,465        11,476           3,756 
                                            ------------  ------------  -------------- 
 CURRENT ASSETS 
 Trade and other receivables           7          13,656         6,228           8,975 
  Current tax receivables                              -           470             164 
 Cash and cash equivalents             8          13,180        13,560          26,793 
                                                  26,836        20,258          35,932 
                                            ------------  ------------  -------------- 
 
 TOTAL ASSETS                                     32,301        31,734          39,688 
                                            ------------  ------------  -------------- 
 
 CURRENT LIABILITIES 
 Trade and other payables            9,10          4,522         3,611           4,463 
 Provisions                           11             379           608           1,986 
 Obligations under finance leases                     28             -              47 
 TOTAL CURRENT LIABILITIES                         4,929         4,219           6,496 
                                            ------------  ------------  -------------- 
 NET CURRENT ASSETS                               21,907        16,039          29,436 
                                            ------------  ------------  -------------- 
 
 NON-CURRENT LIABILITIES 
 Convertible loan notes               12          10,905             -          14,406 
 Obligations under finance leases                     98             -             203 
                                                  11,003             -          14,609 
 TOTAL LIABILITIES                                15,932         4,219          21,105 
 NET ASSETS                                       16,369        27,515          18,583 
                                            ============  ============  ============== 
 
 
 EQUITY 
 Share capital                                     7,559         5,580           5,580 
 Share premium                                    23,565        20,592          20,592 
 Own shares held                                 (6,065)       (2,569)         (6,065) 
 Equity reserve                                    2,004             -           2,004 
 Retained earnings                               (5,350)         9,256           1,816 
 Other reserves                                  (5,344)       (5,344)         (5,344) 
 
 
 TOTAL EQUITY                                     16,369        27,515          18,583 
                                            ============  ============  ============== 
 
 
 

London Capital Group Holdings plc

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the period ended 30 June 2015

 
 
                                                 Own shares 
                         Share          Share          held         Equity      Retained          Other          Total 
                       capital        premium                      reserve      earnings       reserves         equity 
                       GBP'000        GBP'000       GBP'000        GBP'000       GBP'000        GBP'000        GBP'000 
 
 At 1 January 
  2014                   5,580         20,592       (2,569)              -         9,680        (5,344)         27,939 
 Total 
  comprehensive 
  loss for the 
  period                     -              -             -              -         (435)              -          (435) 
 Share based 
  payment 
  transactions               -              -             -              -            11              -             11 
 
 
 At 30 June 
  2014                   5,580         20,592       (2,569)              -         9,256        (5,344)         27,515 
 
 Own shares 
  acquired in 
  the period                 -              -       (3,496)              -             -              -        (3,496) 
 Total 
  comprehensive 
  loss for the 
  period                     -              -             -              -       (7,366)              -        (7,366) 
 Share based 
  payment 
  transactions               -              -             -              -          (74)              -           (74) 
 Equity 
  component of 
  convertible 
  loan notes                 -              -             -          2,004             -              -          2,004 
 
 
 At 1 January 
  2015                   5,580         20,592       (6,065)          2,004         1,816        (5,344)         18,583 
 
 Issue of share 
  capital                1,979          2,973             -              -             -              -          4,952 
 Total 
  comprehensive 
  loss for the 
  period                     -              -             -              -       (7,289)              -        (7,289) 
 Share based 
  payment 
  transactions               -              -             -              -           123              -            123 
 
 At 30 June 
  2015                   7,559         23,565       (6,065)          2,004       (5,350)        (5,344)         16,369 
                 =============  =============  ============  =============  ============  =============  ============= 
 
 

London Capital Group Holdings plc

CONDENSED CONSOLIDATED CASH FLOW STATEMENT

For the period ended 30 June 2015

 
 
                                                     Unaudited     Unaudited         Audited 
                                                      6 Months      6 Months         Year to 
                                                         to 30         to 30     31 December 
                                                     June 2015     June 2014            2014 
                                                       GBP'000       GBP'000         GBP'000 
 
 Loss for the financial period                         (7,289)         (435)         (7,801) 
 
 Adjustments for: 
 Depreciation of property, plant 
  and equipment                                            262           198             435 
 Amortisation of intangible assets                         323           287             641 
 Write off of goodwill                                       -             -           7,950 
 Share based payments                                      123            11            (63) 
 Provisions                                   11       (1,389)         (475)             902 
 Loss on disposal of property, plant 
  and equipment                                             39             -               - 
 Investment income                                        (58)          (14)           (201) 
 Finance costs                                           1,756             -             240 
 Current tax charge                                          -             -            (54) 
 Movement in deferred tax asset                        (1,303)          (14)            (99) 
 Operating cash flows before movements 
  in working capital                                   (7,536)         (442)           1,950 
 
 (Increase)/decrease in receivables                    (4,875)           506         (2,240) 
 (Decrease) in payables                                  (543)       (3,292)         (2,130) 
 Cash (used in) operating activities                  (12,954)       (3,228)         (2,420) 
 
 Taxation received                                         193             -             360 
 Net cash (used in) operations                        (12,761)       (3,228)         (2,060) 
                                                  ------------  ------------  -------------- 
 
 Investing activities 
 Investment income                                          58            14             201 
 Finance costs                                             (6)             -           (240) 
 Proceeds on disposal of property, 
  plant and equipment                                       90             -               - 
 Acquisitions of property, plant 
  and equipment                                          (534)          (35)           (767) 
 Acquisitions of intangible assets                       (460)         (396)           (399) 
 Net cash used in investing activities                   (852)         (417)         (1,205) 
                                                  ------------  ------------  -------------- 
 
 Financing activities 
 Net proceeds in issue of convertible 
  loan note                                                  -             -          16,349 
 Cash used in the repurchase of shares                       -             -         (3,496) 
                                                  ------------  ------------  -------------- 
 Net cash provided by financing activities                   -             -          12,853 
                                                  ------------  ------------  -------------- 
 Net (decrease)/increase in cash 
  and cash equivalents                                (13,613)       (3,645)           9,588 
 
   Cash and cash equivalents at beginning 
   of period                                            26,793        17,205          17,205 
 
 Cash and cash equivalents at end 
  of period                                             13,180        13,560          26,793 
                                                  ============  ============  ============== 
 

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London Capital Group Holdings plc

Notes to the condensed consolidated financial statements

For the period ended 30 June 2015 (unaudited)

   1.     General information 

The condensed consolidated financial statements of London Capital Group Holdings plc and its subsidiaries for the six months ended 30 June 2015 were authorised for issue by the Board of Directors on 22 September 2015. The information for the year ended 31 December 2014 does not constitute statutory accounts as defined in section 434 of the Companies Act 2006. A copy of the statutory accounts for that year has been delivered to the Registrar of Companies. The auditor's report on those accounts was not qualified and did not contain statements under section 498(2) or (3) of the Companies Act 2006.

   2.     Basis of preparation 

The interim condensed consolidated financial statements for the six months ended 30 June 2015 have been prepared using accounting policies consistent with International Financial Reporting Standards as adopted by the EU (IFRS) and in accordance with IAS 34 Interim Financial Reporting.

The same accounting policies, presentation and methods of computation are followed in the condensed set of financial statements as applied in the Group's latest audited financial statements.

The directors are satisfied that the Group has sufficient resources to continue in operation for the foreseeable future, a period of not less than 12 months from the date of this report. Accordingly, they continue to adopt the going concern basis for preparing the financial statements.

   3.     Segment information 

The Groups reportable segments are as follows:

   --      Financial spread betting and contracts for difference (CFDs), UK; and 
   --      Institutional foreign exchange 

Financial spread betting and contracts for difference segmental revenues are generated from the net of the gains and losses on the provision of the spread betting and CFD products, commission income, exchange gains and interest. Institutional foreign exchange segmental revenue is the commission income generated from the clients FX trading. Following the year-end the institutional forex business was rationalised resulting in a reduction in the number of customers.

   3.      Segment information (continued) 

Unaudited 6 months to 30 June 2015

 
                            Financial spread 
                           betting and CFDs,        Institutional 
                                          UK     foreign exchange     Total 
                                     GBP'000              GBP'000   GBP'000 
 Revenue 
  Segmental revenue                    5,125                  195     5,320 
                         -------------------  -------------------  -------- 
 Segmental operating 
  loss                               (1,100)                (609)   (1,709) 
                         -------------------  -------------------  -------- 
 Unallocated corporate 
  expenses                                                          (5,185) 
                                                                   -------- 
 Operating loss                                                     (6,894) 
 Finance income                                                          58 
 Finance costs                                                      (1,756) 
                                                                   -------- 
 Loss before taxation                                               (8,592) 
 Taxation                                                             1,303 
                                                                   -------- 
 Loss for the period                                                (7,289) 
                                                                   ======== 
 
 Segmental assets                      1,868                7,601     9,469 
                         -------------------  -------------------  -------- 
 Unallocated corporate 
  assets                                                             22,832 
                                                                   -------- 
 Consolidated total 
  assets                                                             32,301 
 Segmental liabilities                 2,357                    -     2,357 
                         -------------------  -------------------  -------- 
 Unallocated corporate 
  liabilities                                                         2,572 
                                                                   -------- 
 Consolidated total 
  liabilities                                                         4,929 
                                                                   -------- 
 

Included within revenue is interest income earned on client money held.

   3.      Segment information (continued) 

Unaudited 6 months to 30 June 2014

 
                            Financial spread 
                           betting and CFDs,        Institutional 
                                          UK     foreign exchange     Total 
                                     GBP'000              GBP'000   GBP'000 
 Revenue 
  Segmental revenue                    7,697                1,481     9,178 
                         -------------------  -------------------  -------- 
 Segmental operating 
  profit                               1,945                  285     2,230 
                         -------------------  -------------------  -------- 
 Unallocated corporate 
  expenses                                                          (2,693) 
                                                                   -------- 
 Operating loss                                                       (463) 
 Finance income                                                          14 
 Loss before taxation                                                 (449) 
 Taxation                                                                14 
                                                                   -------- 
 Loss for the period                                                  (435) 
                                                                   ======== 
 
 Segmental assets                     14,702                1,264    15,966 
                         -------------------  -------------------  -------- 
 Unallocated corporate 
  assets                                                             15,768 
                                                                   -------- 
 Consolidated total 
  assets                                                             31,734 
 Segmental liabilities                 1,828                1,269     3,097 
                         -------------------  -------------------  -------- 
 Unallocated corporate 
  liabilities                                                         1,122 
                                                                   -------- 
 Consolidated total 
  liabilities                                                         4,219 
                                                                   -------- 
 

Included within revenue is interest income earned on client money held.

   3.      Segment information (continued) 

Audited 12 months to 31 December 2014

 
                            Financial spread 
                           betting and CFDs,        Institutional 
                                          UK     foreign exchange      Total 
                                     GBP'000              GBP'000    GBP'000 
 Revenue 
  Segmental revenue                   19,429                3,237     22,666 
                         -------------------  -------------------  --------- 
 Segmental operating 
  profit                               8,753                1,104      9,857 
                         -------------------  -------------------  --------- 
 Unallocated corporate 
  expenses                                                          (17,772) 
                                                                   --------- 
 Operating loss                                                      (7,915) 
 Finance income                                                          201 
 Finance Costs                                                         (240) 
                                                                   --------- 
 Loss before taxation                                                (7,954) 
 Taxation credit                                                         153 
                                                                   --------- 
 Loss for the year                                                   (7,801) 
                                                                   ========= 
 
 Segmental assets                      1,655                7,359      9,014 
                         -------------------  -------------------  --------- 
 Unallocated corporate 
  assets                                                              30,674 
                                                                   --------- 
 Consolidated total 
  assets                                                              39,688 
 Segmental liabilities                 1,309                2,098      3,407 
                         -------------------  -------------------  --------- 
 Unallocated corporate 
  liabilities                                                          3,090 
                                                                   --------- 
 Consolidated total 
  liabilities                                                          6,497 
                                                                   --------- 
 

Included within revenue is interest income earned on client money held.

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4. Adjusted (loss)/profit before tax, adjusted operating (loss)/profit and adjusted EBITDA from continuing operations

 
                                                   Unaudited              Unaudited   Audited Year to 31 December 2014 
                                         6 Months to 30 June    6 Months to 30 June 
                                                        2015                   2014                            GBP'000 
 
                                                     GBP'000                GBP'000 
 
 Reported (loss) before tax from 
  continuing operations                              (8,592)                  (435)                            (7,954) 
 Add back - (credit)for provision 
  against FOS claims                                   (489)                  (475)                              (578) 
 Add back - (credit)/charge for 
  restructuring costs                                  (900)                      -                              1,528 
 Add back - other costs of changing 
  IT platform                                              -                      -                                262 
 Add back - impairment of goodwill                         -                      -                              7,950 
 Add back - (credit)/charge for 
  share-based payment charge                             123                     11                               (63) 
 Adjusted (loss)/profit before tax 
  from continuing operations                         (9,858)                  (899)                              1,145 
 Tax as reported                                       1,303                     14                                153 
 Tax effect of add backs                                 272                    102                              (247) 
                                       ---------------------  ---------------------  --------------------------------- 
 Adjusted (loss)/profit after tax 
  from continuing operations                         (8,283)                  (783)                              1,051 
                                       =====================  =====================  ================================= 
 
 Reported operating (loss) before tax 
  from continuing operations                         (6,894)                  (463)                            (7,915) 
 Add back - (credit)/charge for 
  share-based payment charge                             123                     11                               (63) 
                                       ---------------------  ---------------------  --------------------------------- 
 Adjusted operating (loss) before tax 
  from continuing operations                         (6,771)                  (452)                            (7,978) 
 Add back - amortisation and 
  depreciation from continuing 
  operations                                             585                    485                              1,076 
 Add back - (credit)/charge for 
  provision against FOS claims                         (489)                  (475)                              (578) 
 Add back - (credit)/charge for 
  restructuring costs                                  (900)                      -                              1,528 
 Add back - other costs of changing 
  IT platform                                              -                      -                                262 
 Add back - impairment of goodwill                         -                      -                              7,950 
 Adjusted EBITDA from continuing 
  operations                                         (7,575)                  (442)                              2,260 
                                       =====================  =====================  ================================= 
 
 
   5.     Earnings per ordinary share 

Basic earnings per share is calculated by dividing the earnings attributable to ordinary shareholders by the weighted average number of ordinary shares in issue during the period, after deducting any own shares held. Fully diluted earnings per share is calculated by dividing the earnings attributable to ordinary shareholders by the total of the weighted average number of shares in issue during the period and the dilutive potential ordinary shares relating to share options and the convertible loan notes.

   5.     Earnings per ordinary share  (continued) 

From continuing operations

The calculation of the basic and diluted earnings per share is based on the following data:

 
 
                                         Unaudited     Unaudited        Audited 
                                          6 Months      6 Months        Year to 
                                        to 30 June    to 30 June    31 December 
                                              2015          2014           2014 
 Basic EPS 
 (Loss) after tax (GBP'000)                (7,289)         (435)        (7,801) 
 Weighted average number of shares      51,119,804    52,365,908     51,537,429 
 Weighted average basic EPS (pence)        (14.26)        (0.83)        (15.13) 
 Diluted EPS 
 (Loss) after tax (GBP'000)                (7,289)         (435)        (7,801) 
 Weighted average number of shares     125,248,630    52,365,908     70,086,552 
 Weighted average fully diluted 
  EPS (pence)                              (14.26)        (0.83)        (11.13) 
 Adjusted basic EPS 
 Adjusted (loss)/profit after 
  tax (see note 4) (GBP'000)               (8,283)         (783)          1,053 
 Weighted average number of shares      51,119,804    52,365,908     51,537,429 
 Weighted average basic EPS (pence)        (16.20)        (1.50)           2.04 
 

The diluted EPS excludes 74,128,826 in shares as this decreases the loss per share and thus these are anti-dilutive.

   6.     Dividends 

No dividends were declared or paid in the period (H1'14: nil)

   7.     Trade and other receivables 
 
                                 Unaudited   Unaudited             Audited 
                                   30 June     30 June    31 December 2014 
                                      2015        2014 
                                                                   GBP'000 
                                   GBP'000     GBP'000 
 Trade receivables                     783         112                 122 
 Allowance for doubtful debts        (560)           -                (20) 
                                ----------  ----------  ------------------ 
                                       223         112                 102 
                                ----------  ----------  ------------------ 
 Amounts due from brokers            9,697       4,172               6,149 
 Other receivables                     260         347                 263 
 Prepayments                         3,476       1,597               2,461 
 
                                    13,656       6,228               8,975 
                                ----------  ----------  ------------------ 
 

The Directors consider that the carrying amount of the trade receivables, amounts owed to group undertakings and other receivables approximates to their fair value due to their short term maturity.

Amounts due from brokers represents the combination of open derivative positions and cash held at brokers.

   8.     Cash and cash equivalents 
 
                                      Unaudited   Unaudited             Audited 
                                        30 June     30 June    31 December 2014 
                                           2015        2014 
                                                                        GBP'000 
                                        GBP'000     GBP'000 
 Gross cash and cash equivalents         40,175      39,384              54,640 
 Less: Segregated client funds         (26,995)    (25,824)            (27,847) 
                                     ----------  ----------  ------------------ 
 Own cash and title transfer funds       13,180      13,560              26,793 
 Analysed as: 
 Cash at bank and in hand                13,180      13,560              26,793 
 
                                         13,180      13,560              26,793 
                                     ----------  ----------  ------------------ 
 

Gross cash and cash equivalents include Group cash and all client funds (segregated funds and funds under collateral title transfer).

Own cash and title transfer funds include client money 'buffer' of GBP195,118 as well as restricted funds of GBP538,006 of funds held in a restricted account at Natwest for the benefit of a guarantee for the lease that was signed on 1 Knightsbridge on 2 June 2015.

Segregated client funds include client funds held in segregated accounts or breakable short term deposits (less than 3 months) in line with the FCA's Client Asset rules ('CASS').

Title transfer funds are held by the Group's subsidiary under a Title Transfer Collateral Arrangement ('TTCA') by which the client agrees that full ownership of such monies is unconditionally transferred to the Group. Funds under TTCA are included on the balance sheet.

   9.     Trade payables 
 
                                                    Unaudited   Unaudited             Audited 
                                                      30 June     30 June    31 December 2014 
                                                         2015        2014 
                                                                                      GBP'000 
                                                      GBP'000     GBP'000 
 Trade payables                                         2,357       1,584               1,308 
 Amounts due to clients: 
 
        *    Institutional FX clients under TTCA            -       1,205               2,098 
 
                                                        2,357       2,789               3,406 
                                                   ----------  ----------  ------------------ 
 

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10. Other payables

 
                                    Unaudited   Unaudited             Audited 
                                      30 June     30 June    31 December 2014 
                                         2015        2014 
                                                                      GBP'000 
                                      GBP'000     GBP'000 
 Commission payments due                    -           3                   - 
 Other creditors                           45          11                   - 
 Other taxes and social security          219         163                 186 
 Accruals                               1,901         645                 871 
 
                                        2,165         822               1,057 
                                   ----------  ----------  ------------------ 
 

11. Provisions and contingent liabilities

 
                                 Unaudited 30 June 2015   Unaudited 30 June 2014   Audited 31 December 2014 
                                                GBP'000                  GBP'000                    GBP'000 
 Restructuring provision                              -                        -                      1,102 
 Provision against FOS claims                         -                      608                        505 
 Market data provision                              379                        -                        379 
 
                                                    379                      608                      1,986 
                                -----------------------  -----------------------  ------------------------- 
 

Restructuring provision

During 2014 the Group carried out extensive restructuring to ensure that the business had the correct skill set to enable it to expand in line with senior management's expectations. This resulted in a provision of GBP1.1 million being carried at the year end to cover redundancy and other associated costs of the restructure. During the period ended 30 June 2015, GBP0.9 million was released as circumstances regarding the provision have changed and GBP0.2 million was paid.

Provision & contingent liability against FOS claims

 
                      Provision against FOS claims   Contingency against FOS claims 
 
                                           GBP'000                          GBP'000 
 At 1 January 2015                             505                            1,142 
 Utilisation                                  (16)                                - 
 Release                                     (489)                          (1,142) 
 
   At 30 June 2015                               -                                - 
                     -----------------------------  ------------------------------- 
 

During the first half of 2009 the Group made commission rebating errors whilst preparing the customer statements of a managed FX fund. The correction of these errors led to a series of complaints to the Financial Ombudsman Service ("FOS"). Whilst the Group believes its actions did not directly cause any loss to the clients, the Ombudsman issued a final decision upholding the complaints in 2013 and ordered the Group to repay all losses incurred by the clients plus interest.

During the period ended June 2015 one final eligible claimant had been repaid, resulting in an utilisation of the provision in the period of GBP16k. The provision of GBP489k and contingent liability of GBP1.1 million release is due to claims not being made within the time limit prescribed by United Kingdom legislation.

Market Data Provision

During 2014 a number of exchanges used by the Group have been conducting audits in relation to data usage and redistribution. The provision of GBP379k is the Group's best estimate of the liability in relation to these open audits from the relevant exchanges and remains the same as at 31 December 2014 as circumstances have not changed.

12. Convertible loan notes

On 16 October 2014, the Company raised GBP17 million (before expenses) through the issue of 67,945,644 convertible loan notes, to GLIO Holdings Limited ("GLIO"), HSBC Global Custody Nominee (UK) Limited, on behalf of Hargreave Hale Limited, and JIM Nominees Limited, on behalf of Mr Tyler Rameson, at a conversion price of 25.02p. The proceeds (net of transaction costs) of the financing are GBP16.35 million. The conversion price was at a 15.9% discount to the share price of the ordinary shares at the date the convertible loan notes were issued.

Any notes that have not been converted will be redeemed at par on 16 October 2021. Interest of 5 per cent will be paid in the form of shares where the notes are converted up until that settlement date.

The net proceeds received from the issue of the convertible loan notes have been split between the financial liability element and an equity component, representing the fair value of the embedded option to convert the financial liability into equity of the Company, as follows:

 
                                                           Unaudited 30 June  Unaudited 30 June            Audited 
                                                                        2015               2014   31 December 2014 
                                                                     GBP'000            GBP'000            GBP'000 
 
Proceeds of issue of convertible loans 
 notes (net of transaction costs)                                          -                  -             16,349 
Equity component                                                           -                  -            (2,004) 
                                             ------------  -----------------  -----------------  ----------------- 
Liability component at date of issue                                       -                  -             14,345 
Interest charged (effective)                                               -                  -                236 
Interest accrued                                                           -                  -              (175) 
                                                           -----------------  -----------------  ----------------- 
Liability component at 31 December 2014                                    -                  -             14,406 
Liability component at 01 January 2015                                14,406 
Reduction in principal amount due to 
 conversion of convertible loans                                     (3,668)                  -                  - 
Interest charge (effective)                                              513                  -                  - 
Interest accrued                                                       (346)                  -                  - 
                                                           -----------------  -----------------  ----------------- 
Liability component at 30 June 2015                                   10,905                  -                  - 
                                                           =================  =================  ================= 
 
 
 
 

The interest expensed is calculated by applying an effective interest rate of 8 per cent to the liability component of the notes from date of issue on 16 October 2014 to year end. The liability component is measured at amortised cost. The difference between the carrying amount of the liability component at the date of issue and the amount reported in the balance sheet at 30 June 2015 and 31 December 2014 represents the effective interest rate less the interest paid to that date.

In accordance with the terms of the convertible loan notes, as further described in the circular to Shareholders dated 17 June 2014 (the "Circular"), those investors issued with the convertible loan notes have also been granted warrants and shall be entitled, upon the exercise of their convertible loan notes, to be issued ordinary shares (in satisfaction of the Minimum Interest Return, as defined in the Circular), as shown in the table below:

 
                        Convertible   Ordinary Shares to be issued  Warrants 
                         loan          in 
                        notes issued  satisfaction of the Minimum   issued 
                                       Interest 
                                      Return (assuming no tax 
                                       deductions) 
 
GLIO Holdings Limited   59,952,038    20,983,213                    80,935,251 
Hargreave Hale          3,996,803     1,398,881                     5,395,683 
Mr Tyler Rameson        3,996,803     1,398,881                     5,395,683 
 
   12.    Convertible loan notes (continued) 

The warrants issued to GLIO may be exercised in full or in part in minimum tranches of 5,000,000 and the warrants issued to Hargreave Hale and Mr Tyler Rameson may be exercised in full or in part in minimum tranches of 1,000,000 at any time upon 10 business days' notice up and until the maturity date, being 7 years from the date of issue, provided that the equivalent number of convertible loan notes have been converted.

In January 2015, a total of principal of 3,668,000 of the convertible loan notes were converted to shares.

13. Related party transactions

Balances and transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation and are not disclosed in this note.

Trading Transactions

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