TIDMPTCM
RNS Number : 6444Z
Porta Communications PLC
04 September 2018
This announcement contains inside information
4 September 2018
Porta Communications Plc
("Porta" or "the Company" or "the Group")
Interim Results for the six months ended 30 June 2018
Porta Communications Plc (AIM: PTCM) is pleased to announce its
unaudited interim results for the six months ended 30 June
2018.
Financial Highlights
-- Revenue reduced by 5% on HY 2017, to GBP18.53m (HY 2017: GBP19.44m)
-- Gross profit reduced by 5% to GBP15.68m (HY 2017: GBP16.48m)
-- Adjusted EBITDA(1) down by 13% at GBP1.01m (HY 2017: GBP1.16m)
-- Loss per share(2) 0.5p (HY 2017: 0.6p)
-- Net debt GBP9.55m (FY 2017: GBP8.37m)
1. Adjusted EBITDA excludes acquisition and restructuring costs,
exceptional legal and professional costs, share based payments,
gain on acquisition, security impairment, revaluation of contingent
consideration, provision of vendor loan guarantee and non-recurring
property costs
2. Loss per share on continuing and discontinued operations
Half Year Highlights
-- Emma Kane and Brian Tyson, the founder and Managing Partner
respectively of the two most profitable businesses in the Group
were appointed as Joint CEOs of Porta on 26 April
-- Revenue and Gross Profit continue to be internally generated
with no new acquisitions in the period
-- Positive EBITDA delivered by Newgate Abu Dhabi, Newgate
Australia, Newgate Hong Kong, Newgate Singapore, Redleaf, and
2112
-- Redleaf wholly owned from 19 June, following the acquisition of the final 19% shareholding
-- Acquired a further 20% of Newgate Hong Kong and 4.43% of
Newgate Australia, taking shareholdings to 80% and 66.71%
respectively
Post Period and Outlook
-- Internal restructuring well underway and to be completed in H2 2018
-- The full impact of the circa GBP3m of non-performing costs
removed from the UK businesses expected to be realised in Q4
2018
John Foley, Chairman of Porta Communications Plc, commented:
"Porta was bold enough to enter into a number of "start-ups" as
well as making a significant number of acquisitions in order to
achieve its aim of creating an integrated communications and
marketing group with clear synergies between each office and
business. A number of the Group's businesses are producing strong
financial results, but the challenge for the new Joint CEOs is to
ensure that the success that they have generated in their
respective businesses becomes the case across the whole Group.
We are now in a position where we can see the end of the phase
which was initiated when I became Chairman in May 2017. That phase
involved the necessary internal restructuring, removal of
non-performing costs and changes to senior management in April this
year, so that financial performance could be achieved to support
the original vision and therefore justify the considerable
financial investment which has so far been incurred. The Group's
balance sheet still requires some strengthening but that can now be
done from a position of positive operating cashflow and a leaner
and more appropriate cost base from which to deliver future
profitable trading growth and sustainable, appropriate results to
shareholders from 2019 onwards."
Emma Kane, Joint CEO of Porta Communications Plc, commented:
"For every full financial year since inception, Porta has
experienced continuous growth in gross profit - the focus is now to
drive productivity and profitability. The major elements of the
necessary internal restructuring will be completed in the second
half of 2018 and we are confident about the Group's immediate and
future prospects. I would like to thank all our colleagues for
their passion and dedication to excellence, and our clients for
trusting us to build their brands and protect their
reputations."
Brian Tyson, Joint CEO of Porta Communications Plc,
commented:
"Emma and I have a clear vision of how we will achieve our
defined strategy to operate a seamless strategic communications
consultancy operating locally, nationally and internationally; our
objectives are to improve the Group's productivity and
profitability and to build a motivated, talented team that is
passionate about being the best. We have done this in our
individual businesses and are relishing working across the Group to
achieve our goals."
-- ends --
The information contained within this announcement is deemed to
constitute inside information as stipulated under the Market Abuse
Regulations (EU) No. 596/2014. Upon the publication of this
announcement, this inside information is now considered to be in
the public domain.
Enquiries
Porta Communications Plc
Brian Tyson, Joint CEO
Emma Kane, Joint CEORhydian Bankes, CFO
www.portacomms.com
+44 (0) 20 7680 6500
Grant Thornton UK LLP (Nominated Adviser)
Samantha Harrison
Ben Roberts
Seamus Fricker
+44 (0) 207 383 5100
N+1 Singer (Broker)
Mark Taylor
Lauren Kettle
+44 (0) 20 7496 3000
Newgate Communications (Media Enquiries)
Bob Huxford
Adam Lloyd
+44 (0) 20 7680 6500
porta@newgatecomms.com
Notes to Editors
-- Porta is a fully integrated communications agency, operating
locally, nationally and internationally, with specialisms including
financial, corporate and consumer public relations, public affairs
and research and multi-capability marketing, brand and creative
communications.
-- The group has offices in Abu Dhabi, Beijing, Brisbane,
Bristol, Canberra, Cardiff, Edinburgh, Hong Kong, London,
Manchester, Melbourne, Perth, Singapore, Shanghai and Sydney.
-- The brands and companies it owns are Newgate Communications,
Redleaf Communications, Publicasity and 2112 Communications.
-- Porta Communications' corporate website is www.portacomms.com
Chairman's Review
Introduction
Since Porta Communications was founded in 2010, we have
established 15 offices across 7 countries through a combination of
organic growth, acquisitions and financing a number of start-ups.
The Group today has approximately 1,100 clients advised by a team
of 223 highly experienced communications specialists.
For every year since inception, the Group has experienced
continuous growth in gross profit - the focus is now to drive
productivity and profitability. From Q4 2017, we have stripped out
in excess of GBP3m (net) of non-performing cost in the UK
businesses. I am pleased to report that the Group made further
substantial efforts to improve its internal processes and
structures in the first half of 2018. It now has a much leaner,
stronger and more appropriate foundation from which to deliver
future profitable trading growth and sustainable, appropriate
results to shareholders from 2019.
Considering the scale of the restructuring that has occurred, I
am pleased to report that the consolidation of the cost base and
operating structures did not materially adversely impact first half
performance when compared to the first half of 2017.
Financial Overview
Both Revenue of GBP18.53m (HY2017: GBP19.44m) and Gross Profit
of GBP15.68m (HY2017: GBP16.48m) were 5% lower than the previous
year. As previously indicated, Adjusted EBITDA of GBP1.01m (HY2017:
GBP1.16m) was 13% lower than the previous year.
The major items representing the difference between Adjusted and
Reported EBITDA were centered around the restructuring of the UK
businesses, namely Newgate and Publicasity - the removal of
non-performing cost and the legal costs associated with doing so.
Together this accounted for GBP0.9m of the adjustments to EBITDA in
the period, with the majority of the balance relating to the sale
of Summit Marketing Services and the relocation of Redleaf.
In June 2018, Porta acquired the final tranche of shares in
Redleaf taking its ownership of this highly profitable business to
100%. This, in combination with the net repayment of GBP0.6m
against the Clydesdale Bank Revolving Credit Facility ("RCF")
increased the Group's net borrowings to GBP9.55m (FY2017:
GBP8.37m).
The Group currently has a GBP5.2m loan with Retro Grand Limited
that matured on 29 June 2018, a GBP4.6m deep discount bond with
Hawk Investment Holdings Limited both at 8% coupons and a GBP3.3m
RCF with Clydesdale Bank on which the Group is charged interest of
3.85% over 3-month LIBOR. The Company is currently having positive
discussions with Retro Grand Limited regarding the refinancing of
the GBP5.2m loan that matured on 29 June 2018 and expects to
provide the market with a further update in due course.
Despite the costs associated with the consolidation of the cost
base over the last nine months, it is very pleasing to see that the
Group was in a position to report a net cash inflow from operating
activities. Positive operating cash generation will improve further
when the financial effects of necessary restructuring are complete
which is anticipated to occur in the second half of 2018.
Operational Review
On 26 April 2018, Emma Kane and Brian Tyson were appointed as
the Group's Joint CEOs and immediately defined a strategy to
operate a seamless strategic communications consultancy operating
locally, nationally and internationally; its objectives are to
improve the Group's productivity and profitability and to build a
motivated, talented team that is passionate about being the
best.
The Joint CEOs instigated an inaugural conference in London for
the heads of each of its international offices, held over four
days. The event was designed to increase collaboration between
teams in different geographies and across disciplines, to improve
and to drive performance, and to build-out strategic products and
services such as digital, data and social market research. The
benefits of this forum are already being experienced.
Newgate Abu Dhabi
Newgate Abu Dhabi had a successful first six months and
performed in line with expectations. The team won two major
contracts in competitive tenders and worked closely with colleagues
in both Asia and the UK to deliver the clients' campaigns.
Newgate Australia
Newgate Australia continued to consolidate its position as the
region's leading communications consultancy against a background of
a turbulent political climate and impending elections. The business
performed well in the first half but behind the exceptionally
strong performance experienced in 2017. The reduction in Gross
Profit was offset by lower than budgeted operating expenditure.
Research and Insight continue to underpin Newgate Australia's
campaigns and the Australian team is spearheading the rollout of
this offering outside the continent. In June, Porta acquired a
further 4.43% of Newgate Australia, taking its shareholding to
66.71%.
Newgate Hong Kong
Newgate Hong Kong experienced a tremendously successful first
half operating significantly ahead of management forecasts and
ahead of the prior year equivalent period. The team handled two of
China's largest ever IPOs as well as a major M&A take-private
which contributed to its record performance. In June, Porta
acquired a further 20% of Newgate Hong Kong taking its
shareholdings to 80%. A new office was opened in Shanghai as part
of Newgate's Greater China offering.
Newgate Singapore
Newgate Singapore is regarded as a leader in its market and has
performed in line with management expectations and the prior year
equivalent period. The continued strong performance enabled the
company to continue to invest in the expansion of its team and
senior talent growing by over 25% since the start of 2018.
Newgate UK
Emma Kane was appointed Chief Executive of Newgate UK on 26
April 2018. The UK operations have been the focus of significant
management attention centred around operations and costs; the full
impact will be realised from Q4 2018 with Newgate UK's monthly
breakeven point having been reduced by approximately 25%.
Newgate UK is being transformed into a cohesive operation able
to provide seamless communications to clients, whatever their
business need. The strength of its integrated offering was
recognised in the annual PRCA City and Financial Awards when its
work in support of the high-profile acquisition of Imagination
Technologies by Canyon Bridge won "Best M&A or Communications
in Support of a Transaction". Newgate devised and delivered an
integrated financial, corporate and public policy communications
programme in support of the transaction that the PRCA award judges
considered to be "very well thought out and strategic".
Redleaf Communications
In February 2018, Redleaf joined the other Porta UK group
companies by relocating to Sky Light City Tower which will achieve
an annualised saving of GBP0.2m for the Group. In June 2018,
Redleaf became wholly-owned by Porta following the acquisition of
the remaining 19% of the agency by the Group for GBP1m and the
agency is now being fully integrated and will start operating under
the Newgate brand from November 2018. Redleaf performed in line
with management expectations in the first half and has enjoyed
record monthly performance since relocating.
Publicasity
Publicasity did not perform in line with expectations in the
first half of 2018 and a strategic review of the business was
commenced and its management team restructured to reflect the
increasing focus on influencer marketing and digital
communications. The new management team was successful in winning
three major new clients which will form the basis of the business
moving forward. This business will now be integrated into Newgate
to leverage the benefits that it brings both in the UK and
cross-border.
2112 Communications
2112 continues to trade profitably and is ahead of the
comparative period for the prior year. The business continues to
benefit from a large number of loyal, long-term clients and is
increasingly working with other companies within the Porta
group.
Strategic Review
Porta was established with the aim of creating an integrated
communications and marketing group with clear synergies between
each office and business. As I have previously reported, the Group
was bold enough to enter into a number of "start-ups" as well as
making a significant number of acquisitions in order to achieve its
aim. A number of the Group's businesses are producing strong
financial results, but the challenge is to ensure that this is the
case across the whole Group.
We are now in a position where we can see the end of the phase
which was initiated when I became Chairman in May 2017. That phase
involved the necessary internal restructuring, removal of
non-performing costs and changes to senior management in April this
year, so that financial performance could be achieved to support
the original vision and therefore justify the considerable
financial investment which has so far been incurred. The Group's
balance sheet still requires some strengthening but that can now be
done from a position of positive operating cashflow and a leaner
and more appropriate cost base from which to deliver future
profitable trading growth and sustainable, appropriate results to
shareholders from 2019 onwards.
Board Changes and People
Emma Kane and Brian Tyson were appointed Joint Chief Executive
of the Group on 26 April 2018. Emma is the founder and Chief
Executive of Redleaf Polhill which prior to its integration with
Newgate Communications was the Group's most profitable UK business.
Brian is Managing Partner of Newgate Australia, the largest and
most profitable company in the Group. The Group is now led by two
proven operators and they are working very effectively with each
other and their colleagues to achieve the Group's stated
objectives. Steffan Williams who was previously the Group's Chief
Executive Officer left the board on 5 May 2018.
On behalf of the Board, I would like to thank all our employees
for their tremendous commitment, enthusiasm and hard work.
Outlook
The major elements of the necessary internal restructuring will
be completed in the second half of 2018. The Board is confident
about the Group's immediate and future prospects as a result of
improved leadership, an appropriate cost base and strengthened
internal structures.
John R Foley
Chairman
Condensed Consolidated Statement of Comprehensive Income
For the six months ended 30 June 2018 (Unaudited)
Six months Six months Year ended
ended ended
Notes 30 June 2018 30 June 2017 31 December
2017
GBP GBP GBP
Continuing operations
Revenue 5 18,525,308 19,440,961 40,281,716
Cost of sales (2,840,873) (2,964,181) (6,073,588)
===================================== ====== ============== ============== ==============
Gross profit 15,684,435 16,476,780 34,208,128
Operating and administrative
expenses (14,676,968) (15,312,288) (31,390,473)
===================================== ====== ============== ============== ==============
Adjusted EBITDA 4 1,007,467 1,164,492 2,817,655
Restructuring costs, acquisition
costs and share based payments (995,860) (62,624) (631,422)
Impairments - (22,871) (511,098)
Loss on disposal of fixed (2,608) - -
assets
Amortisation and depreciation (1,313,320) (1,163,328) (2,326,643)
===================================== ====== ============== ============== ==============
Operating loss (1,304,321) (84,331) (651,508)
Finance expense 6 (480,358) (1,017,882) (1,547,846)
Finance income 29,907 12,652 8,825
Impairment of associate (12,484) - (863,812)
Share of (loss)/profit
in associate - (7,808) 31,544
===================================== ====== ============== ============== ==============
Loss before taxation on
continuing operations (1,767,256) (1,097,369) (3,022,797)
Tax credit/(charge) 7 33,028 (248,282) (1,460,634)
===================================== ====== ============== ============== ==============
Loss for the period on
continuing operations (1,734,228) (1,345,651) (4,483,431)
Discontinued operations
Loss for the period from - - -
discontinued operations
===================================== ====== ============== ============== ==============
Loss for the period (1,734,228) (1,345,651) (4,483,431)
===================================== ====== ============== ============== ==============
(Loss)/profit for the period
attributable to:
Owners of the Company (2,078,187) (1,910,739) (5,438,690)
Non-controlling interests 343,959 565,088 955,259
===================================== ====== ============== ============== ==============
(1,734,228) (1,345,651) (4,483,431)
===================================== ====== ============== ============== ==============
Other comprehensive income
Exchange differences arising
on items that may be subsequently
reclassified to profit
and loss 5,689 (46,343) (122,659)
Total other comprehensive
income, net of tax 5,689 (46,343) (122,659)
===================================== ====== ============== ============== ==============
Total comprehensive income
for the period (1,728,539) (1,391,994) (4,606,090)
===================================== ====== ============== ============== ==============
Total comprehensive income
for the period attributable
to:
Owners of the Company (2,069,723) (1,956,506) (5,515,740)
Non-controlling interests 341,184 564,512 909,650
==================================== ====== ============== ============== ================
(1,728,539) (1,391,994) (4,606,090)
==================================== ====== ============== ============== ================
Loss per share basic and
diluted 8
==================================== ====== ============== ============== ================
On continuing operations (0.5p) (0.6p) (1.4p)
==================================== ====== ============== ============== ================
Condensed Consolidated Statement of Financial Position
As at 30 June 2018 (Unaudited)
Notes 30 June 2018 30 June 2017 31 December
2017
GBP GBP GBP
=============================== ====== ============= ============= =============
Non-current assets
Intangible assets 9 9,789,100 12,202,268 10,766,349
Property, plant and equipment 1,149,280 901,441 1,074,766
Deferred tax assets 486,246 1,568,392 621,234
Other non-current assets 953,481 938,747 923,775
Other investments 8,500 8,500 8,500
Investment in associate - 805,398 -
Total non-current assets 12,386,607 16,424,746 13,394,624
=============================== ====== ============= ============= =============
Current assets
Work in progress 797,144 644,830 792,144
Trade and other receivables 9,652,750 11,090,812 8,680,195
Cash and cash equivalents 1,944,062 1,689,865 3,530,007
=============================== ====== ============= ============= =============
Total current assets 12,393,956 13,425,507 13,002,346
=============================== ====== ============= ============= =============
Current liabilities
Trade and other payables (8,634,092) (9,591,500) (6,839,696)
Current tax liabilities (331,149) (706,716) (335,809)
Provisions 11 - - (513,807)
Loans and borrowings 12 (7,878,257) (8,834,292) (8,408,231)
=============================== ====== ============= ============= =============
Total current liabilities (16,843,498) (19,132,508) (16,097,543)
=============================== ====== ============= ============= =============
Net current liabilities (4,449,542) (5,707,001) (3,095,197)
=============================== ====== ============= ============= =============
Non-current liabilities
Trade and other payables (779,832) (1,197,961) (921,689)
Deferred tax liabilities (602,541) (1,018,656) (966,448)
Provisions 11 - (777,023) -
Loans and borrowings 12 (3,614,004) (3,381,214) (3,489,030)
=============================== ====== ============= ============= =============
Total non-current liabilities (4,996,377) (6,374,854) (5,377,167)
=============================== ====== ============= ============= =============
Net assets 2,940,688 4,342,891 4,922,260
=============================== ====== ============= ============= =============
Equity
Share capital 13 30,831,163 29,133,854 30,335,273
Share premium 10,350,497 6,665,194 9,640,914
Retained losses (39,409,094) (32,707,633) (36,693,569)
Translation reserve 94,737 117,556 86,273
Other reserves 768,365 534,050 684,430
=============================== ====== ============= ============= =============
Total equity shareholders'
funds 2,635,668 3,743,021 4,053,321
Non-controlling interests 305,020 599,870 868,939
=============================== ====== ============= ============= =============
Total equity 2,940,688 4,342,891 4,922,260
=============================== ====== ============= ============= =============
Condensed Consolidated Statement of Cash Flows
Six months Six months Year ended
ended ended 31 December
30 June 2018 30 June 2017 2017
GBP GBP GBP
========================================== ============== ============== =============
Cash flow from operating activities
Loss before taxation on continuing
activities (1,767,257) (1,097,369) (3,022,797)
Adjusted for:
Non cash rents received (126,000) (126,000) (252,000)
Bad debt charge 32,290 - -
Provisions utilised - (72,439) (212,498)
Revaluation of Redleaf contingent
consideration - - (28,296)
Equity settled share based payments 38,984 60,732 120,736
Impairment of goodwill and other
tangibles - - 488,227
Loss on disposal of property, plant 2,608 - -
and equipment
Depreciation and amortisation 1,313,320 1,163,328 2,326,643
Finance costs 431,378 1,017,882 1,547,846
Finance income (29,907) (12,652) (8,825)
Impairment of associate 12,484 - 863,812
Share of loss/(profit) in associate - 7,808 (31,544)
Profit on disposal of associate - - (11,000)
Unrealised foreign exchange loss/(gain) 46,506 (5,269) (69,952)
Tax paid (199,064) (174,883) (858,634)
(Increase)/decrease in work in
progress (17,495) 690,474 529,441
Increase in trade and other receivables (1,151,080) (3,393,703) (1,146,693)
Increase/(decrease) in trade and
other payables 1,485,245 341,749 (1,381,444)
=========================================== ============== ============== =============
Net cash inflow/(outflow) from
operating activities 72,012 (1,600,342) (1,146,978)
=========================================== ============== ============== =============
Cash flows from investing activities
Acquisition of intangible assets (78,859) (97,216) (140,378)
Acquisition of property, plant
and equipment (181,307) (69,910) (396,849)
Acquisition of subsidiaries, net
of cash acquired (523,900) (425,019) (425,017)
Proceeds from sale of associate - - 11,000
Net cash outflow from investing
activities (784,066) (592,145) (951,244)
=========================================== ============== ============== =============
Cash flows from financing activities
Proceeds from the issue of Ordinary
shares - 156,809 2,978,000
Proceeds from loans and borrowings - 2,784,812 3,093,484
Repayment of loans and borrowings (592,541) (109,008) (100,000)
Payment of transaction costs related
to loans and borrowings - - (305,988)
Repayment of leases (63,772) (56,150) (129,240)
Dividends paid to non-controlling
interests (56,710) (295,725) (1,386,065)
Interest received 27,924 2,835 8,825
Interest paid (176,754) (361,829) (360,683)
Net financing cashflow from discontinued - (90,000) -
operations
Net cash (absorbed)/generated by
financing activities (861,853) 2,031,744 3,798,333
=========================================== ============== ============== =============
Net (decrease)/increase in cash
and cash equivalents (1,573,907) (160,743) 1,700,111
Cash and cash equivalents at 1
January 3,530,007 1,854,553 1,854,553
Effect of exchange rate changes (12,038) (3,945) (24,657)
=========================================== ============== ============== =============
Cash and cash equivalents at period
end 1,944,062 1,689,865 3,530,007
=========================================== ============== ============== =============
Condensed Consolidated Statement of Changes in Equity
For the six months ended 30 June 2018 (Unaudited)
Share Share Retained Translation Other Written Total equity Non-controlling Total
capital premium losses reserve Reserves put/call shareholders' interests equity
options funds (NCI)
over NCI
GBP GBP GBP GBP GBP GBP GBP GBP GBP
================== =========== =========== ============= ============ ========== ========== ============== ================ ============
Balance at 1
January 2018 30,335,273 9,640,914 (36,693,569) 86,273 1,346,014 (661,584) 4,053,321 868,939 4,922,260
================== =========== =========== ============= ============ ========== ========== ============== ================ ============
Total
comprehensive
income
Loss for the
period -- -- (2,078,187) -- -- -- (2,078,187) 343,959 (1,734,228)
Other
comprehensive
income -- -- -- 8,464 -- -- 8,464 (2,775) 5,689
================== =========== =========== ============= ============ ========== ========== ============== ================ ============
Total
comprehensive
income - - (2,078,187) 8,464 -- -- (2,069,723) 341,184 (1,728,539)
================== =========== =========== ============= ============ ========== ========== ============== ================ ============
Transactions with
owners
Issue of
Ordinary shares
in relation to
business
combinations 456,344 649,868 - - - - 1,106,212 - 1,106,212
Issue of
Ordinary shares
in settlement
of other
costs 39,546 59,715 - - - - 99,261 - 99,261
Dividends
declared to
non-controlling
interests -- -- -- -- -- -- -- (391,351) (391,351)
Share based
payments -
expense in year -- -- -- -- 38,984 -- 38,984 -- 38,984
Share based
payments -
forfeited
options -- -- 36,395 -- (36,395) -- -- -- --
Acquisition of
non-controlling
interest
without a
change
in control -- -- (535,433) -- (718,538) 661,584 (592,387) (513,752) (1,106,139)
Transfer between
reserves -- -- (138,300) -- 138,300 - -- -- --
Total
transactions
with
owners 495,890 709,583 (637,338) - (577,649) 661,584 652,070 (905,103) (253,033)
================== =========== =========== ============= ============ ========== ========== ============== ================ ============
Balance at 30
June 2018 30,831,163 10,350,497 (39,409,094) 94,737 768,365 - 2,635,668 305,020 2,940,688
================== =========== =========== ============= ============ ========== ========== ============== ================ ============
Statement of changes in equity for the period ended
30 June 2017:
Share Share Retained Translation Other Written Total Non-controlling Total
capital premium losses reserve Reserves put/ call equity interests equity
options shareholders'
over NCI funds
GBP GBP GBP GBP GBP GBP GBP GBP GBP
================== =========== ========== ============= ============ ========== ============ ============== ================ ============
Balance at 1
January 2017 28,860,412 5,826,561 (30,402,996) 163,323 1,324,583 (1,207,752) 4,564,131 1,642,728 6,206,859
================== =========== ========== ============= ============ ========== ============ ============== ================ ============
Total
comprehensive
income
Loss for the
period -- -- (1,910,739) -- -- -- (1,910,739) 565,088 (1,345,651)
Other
comprehensive
income -- -- -- (45,767) -- -- (45,767) (576) (46,343)
================== =========== ========== ============= ============ ========== ============ ============== ================ ============
Total
comprehensive
income -- -- (1,910,739) (45,767) -- -- (1,956,506) 564,512 (1,391,994)
================== =========== ========== ============= ============ ========== ============ ============== ================ ============
Transactions with
owners:
Issue of
Ordinary shares 41,755 115,054 - -- - -- 156,809 -- 156,809
Issue of
Ordinary shares
in settlement
of loan 124,764 405,483 -- -- -- -- 530,247 -- 530,247
Dividends
declared to
non-controlling
interests -- -- -- -- -- -- -- (1,219,762) (1,219,762)
Share based
payments -- -- -- -- 60,732 -- 60,732 -- 60,732
Acquisition of
non-controlling
interest
without a
change
in control 106,923 318,096 (462,429) -- (121,150) 546,168 387,608 (387,608) --
Transfer between
reserves -- -- 68,531 -- (68,531) -- - -- -
Total
transactions
with
owners 273,442 838,633 (393,898) -- (128,949) 546,168 1,135,396 (1,607,370) (471,974)
================== =========== ========== ============= ============ ========== ============ ============== ================ ============
Balance at 30
June 2017 29,133,854 6,665,194 (32,707,633) 117,556 1,195,634 (661,584) 3,743,021 599,870 4,342,891
================== =========== ========== ============= ============ ========== ============ ============== ================ ============
Statement of changes in equity for the year ended
30 December 2017:
Share Share Retained Translation Other Written Total Non-controlling Total
capital premium losses reserve Reserves put/ call equity interests equity
options shareholders'
over NCI funds
GBP GBP GBP GBP GBP GBP GBP GBP GBP
================== =========== ========== ============= ============ ========== ============ ============== ================ ============
Balance at 1
January 2017 28,860,412 5,826,561 (30,402,996) 163,323 1,324,583 (1,207,752) 4,564,131 1,642,728 6,206,859
================== =========== ========== ============= ============ ========== ============ ============== ================ ============
Total
comprehensive
income
Loss for the
period -- -- (5,438,690) -- -- -- (5,438,690) 955,259 (4,483,431)
Other
comprehensive
income -- -- -- (77,050) -- -- (77,050) (45,609) (122,659)
================== =========== ========== ============= ============ ========== ============ ============== ================ ============
Total
comprehensive
income -- -- (5,438,690) (77,050) -- -- (5,515,740) 909,650 (4,606,090)
================== =========== ========== ============= ============ ========== ============ ============== ================ ============
Transactions with
owners:
Proceeds from
shares issued 857,143 2,142,857 - -- - -- 3,000,000 -- 3,000,000
Issue of
Ordinary shares
in settlement
of loans 333,093 926,307 - - - - 1,259,400 -- 1,259,400
Issue of
Ordinary shares
in relation to
business
combinations 187,838 514,556 -- -- -- -- 702,394 -- 702,394
Issue of
Ordinary shares
in settlement
of other
costs 96,787 252,633 -- -- -- -- 349,420 -- 349,420
Issue costs -- (22.000) -- -- -- -- (22,000) -- (22,000)
Dividends
declared to
non-controlling
interests -- -- -- -- -- -- -- (1,386,065) (1,386,065)
Share based
payments -
expense in year -- -- -- -- 120,736 -- 120,736 -- 120,736
Share based
payments -
forfeited
options -- -- 142,200 -- (142,200) -- -- -- --
Acquisition of
non-controlling
interest
without a
change
in control -- -- (830,038) -- (121,150) 546,168 (405,020) (297,374) (702,394)
Transfer between
reserves -- -- (164,045) -- 164,045 -- - -- -
Total
transactions
with
owners 1,474,861 3,814,353 (851,883) -- 21,431 546,168 5,004,930 (1,683,439) 3,321,491
================== =========== ========== ============= ============ ========== ============ ============== ================ ============
Balance at 30
December
2017 30,335,273 9,640,914 (36,693,569) 86,273 1,346,014 (661,584) 4,053,321 868,939 4,922,260
================== =========== ========== ============= ============ ========== ============ ============== ================ ============
Notes to the Condensed Consolidated Interim Financial Report
For the six months ended 30 June 2018 (Unaudited)
1. Corporate information
The interim condensed consolidated financial statements of Porta
Communications Plc and its subsidiaries (collectively, the Group)
for the six-month period ended 30 June 2018 were authorised for
issue in accordance with a resolution of the Directors on 4
September 2018.
Porta Communications Plc ('the Company') is a public company
domiciled in the United Kingdom whose shares are publicly traded on
the AIM market of the London Stock Exchange. The Group is primarily
involved in providing communication, advertising and marketing
services.
2. Basis of preparation
(a) Statement of compliance
The condensed consolidated interim financial report for the six
month period ended 30 June 2018 has been prepared in accordance
with IAS 34 Interim Financial Reporting. Selected explanatory notes
are included to explain events and transactions that are
significant to understanding the changes in financial position and
performance of the Group since the last annual consolidated
financial statements as at and for the year ended 31 December 2017.
This condensed consolidated interim financial report does not
include all of the information required for full annual financial
statements prepared in accordance with International Financial
Reporting Standards as adopted by the European Union.
The financial information presented herein does not constitute
full statutory accounts under section 434 of the Companies Act
2006. This condensed consolidated financial report is unaudited.
The financial information in respect of the previous year ended 31
December 2017 has been extracted from the consolidated statutory
accounts of the Company for that period and have been delivered to
the Registrar of Companies. The Group's Independent Auditor's
report on those accounts was unmodified, did not include references
to any matters to which the auditor drew attention by way of
emphasis without qualifying their report and did not contain a
statement under section 498 (2) or 498 (3) of the Companies Act
2006.
(b) Judgments and estimates
Preparing the condensed consolidated interim financial report
requires management to make judgments, estimates and assumptions
that affect the application of accounting policies and the reported
amounts of assets and liabilities, income and expenses. Actual
results may differ from these estimates.
In preparing this condensed consolidated interim financial
report, significant judgments were made by management in applying
the Group's accounting policies and the key sources of estimation
uncertainty were the same as those that applied to the consolidated
financial statements as at and for the year ended 31 December
2017.
(c) Headline measures
Consistent with previous years and periods, adjusted EBITDA is
included as a key metric for understanding the Group's performance.
Adjusted EBITDA is the results of the Group before start-up losses,
acquisition costs, restructuring costs, non-recurring property
costs, legal and other consultancy costs, share based payments and
impairments.
A reconciliation between operating loss and adjusted EBITDA is
presented in note 4. In addition to this, earnings per share is
presented in note 8. Headline measures in this report are not
defined terms under IFRS and may not be compared with similarly
titled measures reported by other companies.
3. Accounting policies
The accounting policies applied are consistent with those of the
annual financial statements for the year ended 31 December 2017, as
described in those annual financial statements. The adoption of new
standards and interpretations effective as of 1 January 2018 had no
material impact on the comparative figures.
4. Reconciliation of operating loss to EBITDA and to adjusted
EBITDA
Six months Six months Year ended
ended ended 31 December
30 June 2018 30 June 2017 2017
Continuing operations: GBP GBP GBP
==================================== ============== ============== =============
Operating loss: (1,304,321) (84,331) (651,508)
Add back:
Impairments - - 488,227
Loss on disposal of fixed 2,608 - -
assets
Depreciation and amortisation 1,313,320 1,163,328 2,326,643
==================================== ============== ============== =============
EBITDA from continuing operations 11,607 1,078,997 2,163,362
Add back:
Restructuring and acquisition
costs
Acquisition costs 100 6,809 -
Reorganisation costs 791,534 42,322 607,367
Non-recurring property costs 63,085 - -
Legal and professional consultancy
costs 102,155 25,200 3,517
Revaluation of contingent
consideration - - (28,296)
Provision for vendor loan
guarantee - (72,439) (71,902)
Share based payments 38,986 60,732 120,736
Security impairment - 22,871 22,871
==================================== ============== ============== =============
Adjusted EBITDA 1,007,467 1,164,492 2,817,655
==================================== ============== ============== =============
5. Segmental reporting
Business segments
The following tables present revenue, gross profit and
reportable results (operating profit) for the Group's operational
segments:
Six months ended 30 Communications Marketing Head office Total
June 2018 and Advertising
GBP GBP GBP GBP
===================== =============== ================= ============ ============
Total revenue 16,866,350 2,009,071 478,875 19,354,296
Less: Inter-segment
revenue (299,687) (50,426) (478,875) (828,988)
===================== =============== ================= ============ ============
Reportable segment
revenue 16,566,663 1,958,645 -- 18,525,308
Reportable segment
gross profit 14,224,285 1,460,150 -- 15,684,435
Reportable segment
results (620,279) 76,430 (760,472) (1,304,321)
Six months ended 30 Communications Marketing Head office Total
June 2017 and Advertising
GBP GBP GBP GBP
===================== =============== ================= ============ ============
Total revenue 17,983,330 1,895,212 1,449,644 21,328,186
Less: Inter-segment
revenue (381,239) (56,342) (1,449,644) (1,887,225)
===================== =============== ================= ============ ============
Reportable segment
revenue 17,602,091 1,838,870 -- 19,440,961
Reportable segment
gross profit 15,137,156 1,339,624 -- 16,476,780
Reportable segment
results 730,942 (14,373) (800,900) (84,331)
===================== =============== ================= ============ ============
Year ended 31 December Communications Marketing Head office Total
2017 and Advertising
GBP GBP GBP GBP
======================== =============== ================= ============ ===========
Total revenue 36,469,657 3,985,820 696,238 41,151,715
Less: Inter-segment
revenue (84,548) (89,213) (696,238) (869,999)
======================== =============== ================= ============ ===========
Reportable segment
revenue 36,385,109 3,896,607 -- 40,281,716
Reportable segment
gross profit 31,448,311 2,762,388 (2,571) 34,208,128
Reportable segment
results 1,892,908 194,676 (2,739,092) (651,508)
======================== =============== ================= ============ ===========
The following table below presents assets and liabilities
information for the Group's operating segments as at 30 June 2018,
30 June 2017 and 31 December 2017 respectively. Intercompany
balances have been netted off against the individual segments
rather than grossed up and shown separately:
Six months ended Communications Marketing Head office Total
30 June 2018 and Advertising
GBP GBP GBP GBP
======================== =============== ================= ============= =============
Reportable segment
assets 19,679,428 2,443,011 2,658,124 24,780,563
Reportable segment
liabilities (7,005,311) (956,344) (13,878,220) (21,839,875)
======================== =============== ================= ============= =============
Six months ended Communications Marketing Head office Total
30 June 2017 and Advertising
GBP GBP GBP GBP
======================== =============== ================= ============= =============
Reportable segment
assets 22,451,383 2,303,277 5,095,593 29,850,253
Reportable segment
liabilities (8,835,099) (927,715) (15,744,548) (25,507,362)
======================== =============== ================= ============= =============
Year ended 31 December Communications Marketing Head office Total
2017 and Advertising
GBP GBP GBP GBP
======================== =============== ================= ============= =============
Reportable segment
assets 20,121,204 2,494,876 3,780,890 26,396,970
Reportable segment
liabilities (6,003,475) (1,360,849) (14,110,386) (21,474,710)
======================== =============== ================= ============= =============
Geographical segments
The analysis of results and assets by geographic region, based
on the location of the operating company, is as follows:
Six months ended 30 June UK EMEA Asia-Pacific Total
2018
GBP GBP GBP GBP
================================= ============ ========= ============= ============
Revenue 9,972,930 222,381 8,329,997 18,525,308
Gross profit 8,173,958 203,915 7,306,562 15,684,435
(Loss)/profit on continuing
operations before tax (2,722,371) 34,941 920,174 (1,767,256)
Loss on discontinued operations -- -- -- --
before tax
================================= ============ ========= ============= ============
Six months ended 30 June UK EMEA Asia-Pacific Total
2017
GBP GBP GBP GBP
================================= ============ ========= ============= ============
Revenue 10,865,531 178,921 8,396,509 19,440,961
Gross profit 8,829,508 145,857 7,501,415 16,476,780
(Loss)/profit on continuing
operations before tax (2,608,795) (4,572) 1,515,998 (1,097,369)
Loss on discontinued operations - -- -- -
before tax
================================= ============ ========= ============= ============
UK EMEA Asia-Pacific Total
Year ended 31 December 2017
GBP GBP GBP GBP
================================= ============ ========= ============= ============
Revenue 22,956,842 261,212 17,063,662 40,281,716
Gross profit 18,637,015 226,849 15,344,264 34,208,128
(Loss)/profit on continuing
operations before tax (5,386,585) (56,516) 2,420,304 (3,022,797)
Loss on discontinued operations - -- -- -
before tax
================================= ============ ========= ============= ============
6. Finance expense
Six months Six months Year ended
ended ended 31 December
30 June 2018 30 June 2017 2017
GBP GBP GBP
=================================== ============== ============== =============
Interest on financial liabilities
measured at amortised cost 431,378 605,140 1,197,871
Clydesdale arrangement fees and
Leumi termination fees - 312,617 305,988
Other interest - 100,125 -
Net foreign exchange loss 48,980 - 43,987
=================================== ============== ============== =============
480,358 1,017,882 1,547,846
=================================== ============== ============== =============
7. Income tax expense
The Group calculates the period income tax expense using the tax
rate that would be applicable to the expected total annual
earnings. The major components of income tax expense in the interim
Condensed Consolidated Statement of Comprehensive Income are:
Six months Six months Year ended
ended ended 31 December
30 June 2018 30 June 2017
2017
Income taxes GBP GBP GBP
===================================== ============== =========== =============
Current income tax charge (195,660) (578,397) (894,055)
Deferred income tax credit/(charge) 228,688 330,115 (566,579)
===================================== ============== =========== =============
Income tax credit/(charge) for
the period 33,028 (248,282) (1,460,634)
===================================== ============== =========== =============
8. Loss per share
The loss per share has been calculated using the weighted
average number of shares in issue during the relevant financial
period. The weighted number of equity shares in issue and the loss
after tax attributable to ordinary shareholders, used in these
calculations, are as follows:
Six months Six months ended Year ended
ended 30 June 2017 31 December
30 June 2018 2017
Number Number Number
================================= ============== ================= =============
Weighted average number
of shares (ordinary and
dilutive) 461,316,159 323,126,987 378,394,062
================================== ============== ================= =============
GBP GBP GBP
================================= ============== ================= =============
Loss on continuing activities
after tax (1,734,228) (1,910,739) (5,438,690)
Loss on discontinued activities - - -
after tax
Loss on continuing and
discontinued activities
after tax (1,734,228) (1,910,739) (5,438,690)
================================== ============== ================= =============
No share options outstanding at 30 June 2018, 30 June 2017 or 31
December 2017 were dilutive and all such potential ordinary shares
are therefore excluded from the weighted average number of ordinary
shares for the purposes of calculating diluted earnings per share.
Details of share options outstanding are given in note 14.
9. Intangible assets
Websites,
Customer software
Goodwill relationships Brands and licences Total
Cost GBP GBP GBP GBP GBP
========================= ========== =============== ========== ============== ===========
At 1 January 2017 8,240,898 9,380,000 3,187,000 451,268 21,259,166
Additions in the period - - - 97,216 97,216
Translation differences (34,359) - - (44) (34,403)
========================= ========== =============== ========== ============== ===========
At 30 June 2017 8,206,539 9,380,000 3,187,000 548,440 21,321,979
Additions in the period -- -- -- 43,162 43,162
Disposals in the period - (250,000) - (63,395) (313,395)
Translation differences (23,549) -- - (72) (23,621)
========================= ========== =============== ========== ============== ===========
At 31 December 2017 8,182,990 9,130,000 3,187,000 528,135 21,028,125
Additions in the period -- -- -- 67,740 67,740
Disposals in the period (346,858) - - (6,746) (353,604)
Translation differences 10,618 -- -- 27 10,645
========================= ========== =============== ========== ============== ===========
At 30 June 2018 7,846,750 9,130,000 3,187,000 589,156 20,752,906
========================= ========== =============== ========== ============== ===========
Amortisation and impairment GBP GBP GBP GBP GBP
============================= ========== ========== ========== ========= ===========
At 1 January 2017 935,559 5,251,978 1,725,073 248,924 8,161,534
Charge for the period - 802,338 108,850 47,021 958,209
Translation differences - - - (32) (32)
============================= ========== ========== ========== ========= ===========
At 30 June 2017 935,559 6,054,316 1,833,923 295,913 9,119,711
============================= ========== ========== ========== ========= ===========
Charge for the period - 807,337 114,100 45,849 967,286
Eliminated on disposal - (250,000) - (63,395) (313,395)
Impairment 488,227 - - - 488,227
Translation differences - -- -- (53) (53)
============================= ========== ========== ========== ========= ===========
At 31 December 2017 1,423,786 6,611,653 1,948,023 278,314 10,261,776
Charge for the period - 890,996 98,496 63,541 1,053,033
Eliminated on disposal (346,858) - - (4,137) (350,995)
Translation differences - - - (8) (8)
============================= ========== ========== ========== ========= ===========
At 30 June 2018 1,076,928 7,502,649 2,046,519 337,710 10,963,806
============================= ========== ========== ========== ========= ===========
Net book value GBP GBP GBP GBP GBP
===================== ========== ========== ========== ======== ===========
At 1 January 2017 7,305,339 4,128,022 1,461,927 202,344 13,097,632
===================== ========== ========== ========== ======== ===========
At 30 June 2017 7,270,980 3,325,684 1,353,077 252,527 12,202,268
===================== ========== ========== ========== ======== ===========
At 31 December 2017 6,759,204 2,518,347 1,238,977 249,821 10,766,349
===================== ========== ========== ========== ======== ===========
At 30 June 2018 6,769,822 1,627,351 1,140,481 251,456 9,789,100
===================== ========== ========== ========== ======== ===========
There were no impairment indicators at 30 June 2018 for cash
generating units to which goodwill has been allocated.
On 7 February 2018, Newgate Media Holdings Limited, an indirect
subsidiary of Porta, sold its holding of 85 A Ordinary Shares and
15 B Ordinary Shares in the capital of Summit Marketing Services
Limited to the director of Summit for a cash consideration of GBP1.
As a result, the goodwill purchased on the original acquisition of
Summit has been disposed of in the period.
10. Property, plant and equipment
During the six months ended 30 June 2018, the Group acquired
assets with a cost of GBP347,678 (six months ended 30 June 2017:
GBP69,910 and year ended 31 December 2017: GBP448,855).
11. Provisions
Current liabilities 30 June 2018 30 June 31 December
2017 2017
GBP GBP GBP
=============================== ============== ========== ============
At 1 January 513,807 - -
Utilised in the period (523,900) - -
Charged/(released) in the
period:
Amortisation of put/call 10,093 - -
agreement
Transferred from long term
provisions - - 513,807
================================= ============ ========== ============
- - 513,807
============================================== ========== ============
Non-current liabilities 30 June 2018 30 June 31 December
2017 2017
GBP GBP GBP
=============================== ============== ========== ============
At 1 January - 1,328,436 1,328,436
Utilised in the period - (515,019) (707,629)
Charged/(released) in the
period:
Amortisation of put/call
agreement - 36,045 72,090
Other charges in the period - (72,439) (150,794)
Amortisation of put/call
agreement - - (28,296)
Transferred to short term
provisions - - (513,807)
================================= ============ ========== ============
- 777,023 -
============================================== ========== ============
12. Loans and borrowings
30 June 2018 30 June 31 December
2017 2017
GBP GBP GBP
=========================== ============= ========== ============
Current liabilities
Convertible loan 5,289,673 5,602,106 5,184,550
Bank overdraft(1) 2,490,000 2,784,812 3,093,484
Loan - related party - 311,375 -
--------------------------- ------------- ---------- ------------
Loan 20,622 20,946 20,185
Obligations under finance
leases 77,962 115,053 110,012
============================= ============= ========== ============
7,878,257 8,834,292 8,408,231
=========================== ============= ========== ============
Non-current liabilities
Deep discounted bond 3,597,879 3,307,515 3,463,156
Obligations under finance
leases 16,125 73,699 25,874
============================= ============= ========== ============
3,614,004 3,381,214 3,489,030
=========================== ============= ========== ============
(1) The bank overdraft is a five year GBP3.3m revolving credit
facility with Clydesdale Bank Plc. This facility includes a margin
of 3.85% over a 3 month LIBOR.
Terms and debt repayment schedule
30 June 2018 30 June 2017 31 December 2017
Nominal Year Face Value Carrying Face Value Carrying Face Value Carrying
Interest of maturity Amount Amount Amount
Rate
================ ========= ============ ========== ========= ========== ========= ========== =========
Deep discounted
bond 8% 2021 4,460,243 3,597,879 4,110,000 3,307,515 4,460,243 3,463,156
Convertible
loan 8% 2018 5,183,415 5,289,673 5,183,415 5,602,106 5,183,415 5,184,550
Loan - related
party 12% 2017 - - 257,707 311,375 - -
Loan (AED) 60% 2018 18,955 20,622 18,955 20,946 18,955 20,185
9,662,613 8,908,174 9,570,077 9,241,942 9,662,613 8,667,891
================ ========= ============ ========== ========= ========== ========= ========== =========
All debt is repayable in Pounds Sterling (GBP) unless otherwise
stated. The related party loans are secured over all current and
future assets of all companies within the Group.
13. Capital and Reserves
On 30 April 2018, the Company issued 3,954,619 Ordinary shares
of 1p each to two former employees of PPS Group Limited.
On 19 June 2018, the Company issued the following:
-- 23,493,273 Ordinary shares of 1p each, which was 50% of the
total consideration of GBP1,047,800, to acquire an additional 19%
interest in Redleaf Polhill Limited;
-- 12,861,278 Ordinary shares of 1p each to acquire an
additional 4.428% interest in Newgate Communications Pty Limited;
and
-- 9,279,895 Ordinary shares of 1p each to acquire an additional
20% interest in Newgate Communications (HK) Limited.
There have been no further changes in the share capital since
the period end.
The movement in Ordinary shares for the period reconciles as
follows:
Number GBP nominal
value
============================ ============ ============
At 1 January 2018 456,936,050 4,569,361
New issues during the year 49,589,065 495,890
============================= ============ ============
At 30 June 2018 506,525,115 5,065,251
============================= ============ ============
Allotted, called up and fully paid
30 June 2018 Number GBP nominal
value
============================== ============== ============
Ordinary shares of 1p each 506,525,115 5,065,251
Deferred shares of 0.9p each 2,862,879,050 25,765,912
=============================== ============== ============
3,369,404,165 30,831,163
============================== ============== ============
30 June 2017 Number GBP nominal
value
============================== ============== ============
Ordinary shares of 10p each 336,794,184 3,367,942
Deferred shares of 0.9p each 2,862,879,050 25,765,912
=============================== ============== ============
3,199,673,234 29,133,854
============================== ============== ============
31 December 2017 Number GBP nominal
value
============================== ============== ============
Ordinary shares of 1p each 456,936,050 4,569,361
Deferred shares of 0.9p each 2,862,879,050 25,765,912
=============================== ============== ============
3,319,815,100 30,335,273
============================== ============== ============
14. Share based payments
30 June 2018 Weighted average
Number of Options exercise price
============================= ================== =================
Balance at 1 January 2018 23,151,341 18.61p
Forfeited during the period (1,645,000) 10.00p
============================= ================== =================
Balance at 30 June 2018 21,506,341 19.26p
============================= ================== =================
30 June 2017 and 31 December 2017
Weighted average
Number of Options exercise price
=================================== ================== ===================
Balance at 1 January 2017 24,571,341 18.11p
Forfeited during the period (2,400,000) 10.00p
=================================== ================== ===================
Balance at 30 June 2017 22,171,341 18.99p
Reversal of forfeiture 980,000 10.00p
=================================== ================== ===================
Balance at 31 December 2017 23,151,341 18.61p
=================================== ================== ===================
15. Related party transactions
Key management personnel
All related party transactions with respect to Key management
personnel (both nature and amounts) are consistent with those
reported in the Group's consolidated statutory accounts for the
year ended 31 December 2017.
Other related party transactions
On 31 January 2018, John Foley, the Non-Executive Chairman of
the Company, purchased 4,700,000 Ordinary shares of 1p each at a
price of 3.5p per share.
On 1 May 2018, Emma Kane, the Joint Chief Executive of the
Company, purchased 1,538,462 Ordinary shares of 1p each at a price
of 3.25p per share.
Of the 23,493,273 shares issued on 19 June 2018, by way of
consideration to acquire an additional 19% interest in Redleaf
Polhill Limited ("Redleaf"), 21,158,042 were issued to Emma Kane
and to persons closely associated ("PCAs") with her. Following this
issue, Emma (together with PCAs) is beneficially interested in
22,696,504 Ordinary shares representing 4.48 per cent. of the
issued share capital of the Company.
Between Emma's appointment to the board and the period end,
Redleaf declared dividends to Emma, and PCAs with her, of GBP14,940
and paid GBP11,698. Therefore GBP3,242 were still owed at the
period end.
During the period Redleaf paid Barbican Centre Trust Ltd, a
registered charity and company of which Emma is the Chairman,
GBP3,000 for Corporate membership.
Newgate Communications Pty Limited ("Newgate Australia")
declared dividends of GBP64,084 (A$114,265) on 19 June 2018 to
Brian Tyson. As at 30 June 2018, dividends payable of GBP178,774
(A$318,491) were still owed to Brian.
On 19 June 2018, 2,088,360 shares were issued to Brian Tyson in
relation to Porta's further acquisition of Newgate Australia at a
cost of GBP54,924.
During the period, the Group was invoiced GBP3,707 (A$6,600) for
flowers by Buds and Poppies, a florist company owned by the wife of
Brian Tyson. An annual membership fee of GBP4,763 (A$7,500) was
paid to the Committee for Sydney, of which Brian Tyson is also a
director.
All other related party transactions (both nature and amounts)
are consistent with those reported in the Group's consolidated
statutory accounts for the year ended 31 December 2017.
16. Publication
A copy of this report is available from the Company's website at
www.portacomms.com and is available in hard copy on application to
the Company's offices.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
IR FKNDQDBKBACK
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