TIDMPVG
RNS Number : 3606Q
Premier Veterinary Group PLC
29 November 2016
PREMIER VETERINARY GROUP PLC
PRELIMINARY ANNOUNCEMENT - FINAL RESULTS FOR THE YEARED 30
SEPTEMBER 2016 AND NOTICE OF ANNUAL GENERAL MEETING
CONTINUING RAPID GROWTH IN CUSTOMER BASE FOR PREMIER PET CARE
PLAN
London, UK, 29 November 2016 - Premier Veterinary Group plc
(LSE: PVG) ("PVG" or the "Company") today announces its audited
results for the year ended 30 September 2016.
Dominic Tonner, CEO of PVG commented:
"The significant progress made over the last 12 months in Europe
and the US has helped develop a clear path for investing in
sustainable aggressive growth over the next 5 years. The Company's
research across many countries indicates an opportunity to build a
major global enterprise to deliver substantial returns to
shareholders.
The Board remains confident in the Group's prospects and in its
ability to deliver the expansion strategy."
HIGHLIGHTS
-- Disposal -of wholly-owned subsidiaries, Zetland Limited,
Thanet One Limited and The Veterinary Clinic (Bearwood) Limited
(the "Veterinary Business") for total consideration of GBP6.5m in
December 2015. GBP1m placed into escrow to cover potential
liabilities under warranty and indemnity provisions in the sale and
purchase agreement, expected to be released in December 2016.
-- 22% increase in contracted clinics with 1,076 clinics in UK,
US, Republic of Ireland, Denmark, the Netherlands, France and
Germany at year end (30 September 2015: 880).
-- 33% increase in total revenue from continuing operations
(Premier Pet Care Plan and Premier Buying Group) to GBP2.99m for
the year ended 30 September 2016 (30 September 2015: GBP2.25m).
-- 75% increase in global revenues from Premier Pet Care Plan to
GBP1.87m for the year ended 30 September 2016 (30 September 2015:
GBP1.07m).
-- 70% increase in pets on plan with 139,000 on plan at 30
September 2016 (30 September 2015: 82,000).
-- 53% increase in pets on plan in the UK to 121,000 at 30
September 2016 (30 September 2015: 79,000).
-- 77% increase in the number of global direct debits processed
to 1,402,000 in year ended 30 September 2016 (30 September 2015:
794,000).
-- Revenue generation from Premier Buying Group steady at
GBP1.1m for the year to 30 September 2016 (30 September 2015:
GBP1.2m).
A full copy of the Company's Annual Report and Accounts for the
year ended 30 September 2016 (incorporating the Notice of Annual
General Meeting) ("Annual Report") will be available shortly on its
website at www.premiervetgroup.co.uk within the Investor Relations
section. In accordance with Listing Rule 9.6.1, the Annual Report
has also been uploaded to National Storage Mechanism, and will also
shortly be available for viewing.
Disclosure & Transparency Rule ("DTR") 6.3.5 requires the
Company to disclose to the media certain information from its
Annual Report, if that information is of a type that would be
required to be disseminated in a half-yearly report. Accordingly,
this announcement should be read in conjunction with and is not a
substitute for reading the full Annual Report. Together these
constitute the information required by DTR 6.3.5, which is required
to be communicated in unedited full text through a Regulatory
Information Service.
The information included in this announcement is extracted from
the Annual Report which was approved by the Directors on 28
November 2016. Defined terms used in the announcement refer to
terms as defined in the Annual Report unless the context otherwise
requires.
This announcement contains inside information for the purposes
of Article 7 of the Market Abuse Regulation (EU) No 596/2014.
ANNUAL GENERAL MEETING
The Company also today gives notice that its Annual General
Meeting will be held at the offices of Stephenson Harwood LLP, 1
Finsbury Circus, London EC2M 7SH at 11.30 am on 3 March 2016.
The Annual Report and Notice of Annual General Meeting will be
posted to shareholders in due course.
For further information, please contact:
Premier Veterinary Group plc Tel: +44 (0)117 970 4130
Dominic Tonner, Chief Executive Officer
Will Evans, Chief Financial Officer
Square1 Consulting Tel: +44 (0)207 929 5599
David Bick/Brian Alexander
This announcement includes "forward-looking statements" which
include all statements other than statements of historical facts,
including, without limitation, those regarding the Group's
financial position, business strategy, plans and objectives of
management for future operations, and any statements preceded by,
followed by or that include forward-looking terminology such as the
words "targets", "believes", "estimates", "expects", "aims",
"intends", "will", "can", "may", "anticipates", "would", "should",
"could" or similar expressions or the negative thereof. Such
forward-looking statements involve known and unknown risks,
uncertainties and other important factors beyond the Group's
control that could cause the actual results, performance or
achievements of the Group to be materially different from future
results, performance or achievements expressed or implied by such
forward-looking statements. Such forward-looking statements are
based on numerous assumptions regarding the Group's present and
future business strategies and the environment in which the Group
will operate in the future. These forward-looking statements speak
only as at the date of this announcement. The Group expressly
disclaims any obligation or undertaking to disseminate any updates
or revisions to any forward-looking statements contained in this
announcement to reflect any change in the Group's expectations with
regard thereto or any change in events, conditions or circumstances
on which any such statements are based. As a result of these
factors, readers are cautioned not to rely on any forward-looking
statement.
CHAIRMAN'S STATEMENT
I was delighted to be invited to join the Board of Directors of
the Company as independent non-executive Chairman in April 2016,
succeeding Iain Ross who oversaw the successful reverse takeover of
the Company into Ark Therapeutics Group plc in February 2015. Iain
remains on the Board as a non-executive director.
Overview
This has been a very exciting year for the Company, seeing a
dramatic change of focus in its business direction. Following a
strategic review last year of the Company's portfolio of assets and
assessing alternative strategies to optimise shareholder value, the
Company sold its veterinary practices, Zetland Limited, Thanet One
Limited and The Veterinary Clinic (Bearwood) Limited (the
"Veterinary Business") to Independent Vetcare Limited in December
2015. The sale proceeds were cash consideration of GBP4.1m plus
repayment of intercompany loans of GBP2.4m. As part of the sale,
GBP1m had been placed into escrow to cover potential liabilities
under warranty and indemnity provisions in the sale and purchase
agreement. The directors expect this GBP1m to be released 12 months
after completion (December 2016) and have therefore recognised it
in full with other receivables.
The outcome of the strategic review was to focus our efforts on
the Company's preventative healthcare programme for pets branded
"Premier Pet Care Plan" where the size of the opportunity is
significant. Excellent progress has been made in the roll-out of
Premier Pet Care Plan during the reporting period. In March 2016,
we announced the 100(th) veterinary clinic signed up to Premier Pet
Care Plan in the Netherlands, in April 2016 the relaunch of Premier
Pet Care Plan by our own dedicated team in Denmark and, in June
2016, the launch of Premier Pet Care Plan in France. We were also
very pleased to announce in September 2016 the three-year extension
to our existing contract to provide Premier Pet Care Plan to all
new and existing practices in the UK of Medivet Group Limited, one
of the largest veterinary groups within the UK.
During the year ended September 2016, we significantly increased
our number of pets on plan to 139,000, a 70% increase on September
2015, and the number of direct debits processed increased by 77%
demonstrating the significant progress we have made in executing
our strategy.
The Company also commenced its expansion in the US in May 2016
with the appointment of a small team based out of Atlanta, Georgia
and Charlotte, North Carolina. In June 2016, with the announcement
of two major contract wins for Premier Pet Care Plan in the US, we
feel confident of our plan to continue our expansion in the US.
This rapid rate of expansion into the US surpassed the Company's
expectations and, in order to capitalise on the high level of
interest that was being shown in the take-up of Premier Pet Care
Plan, further trainers needed to be recruited in the US much sooner
than had originally been predicted. It was envisaged that a further
resource would need to be recruited to handle the higher than
anticipated level of hospital launches.
Consequently, the directors looked at a number of strategies for
financing the Company's continued expansion in the US, and
concluded that debt funding provided the most appropriate solution
for the Company. On that basis, in September 2016, the Company
agreed terms for an aggregate issue of GBP1.25m of unsecured Loan
Notes, full details of which are set out in the Directors' Report
contained in the Annual Report.
In August 2016, further to a resolution passed by shareholders
at last year's annual general meeting, the Company made an
application to The High Court of Justice, Chancery Division ("The
High Court"), for approval for the reduction of the Company's share
capital and cancellation of the entire amount standing to the
credit of the Company's share premium account (the "Capital
Reduction"), full details of which were set out in last year's
notice of annual general meeting dated 28 January 2016. I am
pleased to report that the Capital Reduction was approved by The
High Court on 31 August 2016, as more fully explained in the
Directors' Report in the Annual Report.
Board and Management
The directors remain committed to maintaining the highest
standards of transparency, ethics and corporate governance whilst
also providing leadership controls and strategic oversight to
ensure that we deliver value to all the Company's shareholders.
Each director brings independence of character and judgment to the
role. Board and Committee meetings are characterised by robust,
constructive debate based on reporting from management, and the
Board keeps its performance and core governance principles under
regular review.
During the reporting period, Daniel Smith, our former Chief
Financial Officer, resigned to relocate to a different part of the
UK. Will Evans joined the Company on 19 September 2016 as Daniel's
successor and brings with him a wealth of experience from the
senior management and finance positions he has held in other UK
listed companies. I would personally like to thank Daniel for all
his hard work and dedication during his tenure as the Company's
Chief Financial Officer.
We were also pleased to appoint Zeus Capital Limited as the
Company's sole broker in July 2016.
Results
The Group ended the year with cash and short-term deposits of
GBP1.25m compared to GBP0.42m at the end of September 2015. Total
income excluding discontinued operations for the year ended 30
September 2016 was GBP2.99m compared with GBP2.25m last year, an
increase of 33%. The total volume of direct debits processed under
Premier Pet Care Plan increased to 1,402,000 in the year to 30
September 2016 (30 September 2015: 794,000). The Group ended the
year with net assets of GBP1.64m (30 September 2015: net
liabilities GBP0.30m).
The loss from continuing operations increased from GBP1.59m to
GBP2.43m. The majority of this increase relates to the investment
in sales and training resources and infrastructures in Europe and
the US to expand our geographical markets, coupled with expansion
in technical resources to support improvements in our technical
capabilities.
The profit attributable to equity holders for the year was
GBP1.82m compared to a loss of GBP1.00m for the year ended 30
September 2015, after recognising gains on the disposal of the
Veterinary Business and profits up to the date of disposal
totalling GBP4.25m.
It is, at present, intended that no dividends will be paid by
the Company. The position will be reviewed if future activities
lead to significant levels of distributable profits, taking into
account any earnings, of which there can be no assurance, to be
reinvested in the Group's business.
Outlook
As a result of the business transformation, your Company is now
primarily focused on the roll-out and growth of its Premier Pet
Care Plan business in multiple overseas territories. Your Board
believes with continued investment, in particular in the US, a
significant increase in shareholder value can be generated and that
the Company is well placed to achieve this goal. With a clear road
map now in place we feel confident of our plan and look forward to
2016/17 and the significant opportunity ahead.
I would like to take this opportunity of thanking the
shareholders for their continued support, and also to thank our
management team and staff under the leadership of our CEO, Dominic
Tonner, for their outstanding commitment and contribution to the
success of the business.
I look forward to updating you on future developments.
Juliet Thompson
Chairman
Premier Veterinary Group plc
28 November 2016
OPERATIONAL REVIEW FOR THE YEARED 30 SEPTEMBER 2016
Premier Veterinary Group plc's services to third party
veterinary practices, through its wholly-owned subsidiary Premier
Vet Alliance Limited ("PVA"), include:
-- the administration and support of a preventative healthcare
programme for pets branded "Premier Pet Care Plan";
-- and the operation of a buying group, "Premier Buying Group",
in the UK and Ireland, which offers enhanced discounts to member
practices on pharmaceutical and consumable spending
(together the "PVA Business")
Premier Pet Care Plan is a structured, preventative healthcare
programme for cats, dogs and rabbits and is available only through
veterinary practices. The programme is seen as a way of providing
gold standard care for pets at an affordable price for the client,
by way of fixed monthly payments.
Premier Pet Care Plan uses a clinical approach to prevention as
this is the most effective method of ensuring illnesses are
diagnosed more quickly and not given a chance to advance. What
truly sets Premier Pet Care Plan apart is its unique approach of
offering an end-to-end solution and support to the practice, which
has been proven to work extremely well. PVA works alongside
practices to create a tailor-made, cost-effective service for
clients, one that delivers excellent care to their patients and
significantly improves practice performance.
Premier Buying Group is now the UK's largest veterinary buying
group without group interests in veterinary practices or veterinary
wholesalers offering its members some of the best discounts across
the industry on pharmaceutical and consumable spend.
As reported in the Chairman's Statement above, the Company
completed the sale of its veterinary practices (the "Veterinary
Business") in December 2015 (the "Disposal"). The consideration
received from the Disposal and repayment of intercompany loans
amounting in aggregate to GBP6.5m allowed the Company to repay all
of its debt at that time and, after allowing for transaction costs
and acceleration of fees relating to the debt repayment, increased
net assets by GBP4.09m. An amount of GBP1m had been placed into
escrow to cover potential liabilities under warranty and indemnity
provisions in the sale and purchase agreement. The directors expect
this GBP1m to be released 12 months after completion, in December
2016, and have therefore recognised it in full within other
receivables. Prior to the Disposal in December 2015, the Veterinary
Business generated revenues of GBP1.25m and made a pre-tax profit
of GBP0.162m.
The Disposal has enabled our management to focus on the
development and expansion of Premier Pet Care Plan and we have been
encouraged by the consistent growth in the number of pets on
plan.
The Company continues to invest heavily in the development of
its bespoke software system to facilitate the worldwide operation
of Premier Pet Care Plan, and the Company is pleased to report that
this transaction platform is fully functioning and operating to
specification in Europe and the US. The Company plans to add
functionality to the platform with the intention of developing
further revenue generating opportunities. In addition, the
collection and validation of significant data sets has been
building over previous years and may create further value for the
business.
Premier Pet Care Plan territory focus
UK
In the UK, the number of pets on Premier Pet Care Plan grew in
the reporting period from 79,000 to 121,000. The UK market, whilst
more mature than the international markets, has demonstrated
significant traction over the period, with growth of over 53% in
pets on plan, and management is confident that strong growth in the
UK market will continue.
There are further opportunities to build relationships with new
partners in our home market which will be pursued over the coming
period. The new online portal which has been further developed this
year has been very well received, and the expectation is that most
clinics will be migrated by the end of the coming year. This has
streamlined our data inputting process and improved efficiency in
the operation. Further new functionality will be delivered this
year, providing improved user experience and additional revenue
opportunities.
In September 2016, we announced that we had signed a three-year
extension to our existing contract with Medivet Group Limited
("Medivet") for the provision of Premier Pet Care Plan to all
Medivet's new and existing practices in the UK. Medivet is one of
the largest veterinary groups within the UK currently operating out
of 143 practices spread across the country, with plans to expand
their representation as acquisition opportunities present
themselves.
The business currently has 482 clinics signed up to the Premier
Pet Care Plan and management recognises that there are good
indicators for further growth within the UK independent veterinary
market of approximately 3,500 clinics.
Europe
In March 2016, we announced that the Company had entered into
contractual arrangements for its Premier Pet Care Plan with over
100 veterinary clinic customers in the Netherlands. Premier Pet
Care Plan, as at 30 September 2016, now covers over 15,000 pets in
the Netherlands where the plan is sold under the name of Huisdieren
ZorgPlan ("HZP"). There are approximately 1,100 domestic animal
veterinary practices in the Netherlands and this market has similar
compliance rates on vaccination and flea, worm and tick control to
the UK. The Netherlands was amongst the first countries targeted
for overseas expansion, and our Dutch customer practices have
embraced HZP to improve client loyalty, increase revenue, improve
cash flow and differentiate themselves in a very competitive
market.
We were pleased to announce in August 2016 that we had signed a
co-operation agreement for HZP with Zoetis Netherlands Holdings
B.V. ("Zoetis"), one of the world's largest animal healthcare
companies. Since the introduction of HZP to the Dutch companion
animal market in March 2015, the business has entered into
contracts with approximately 12% of the available clinic market.
The co-operation agreement signed with Zoetis has resulted in its
representatives identifying and supporting further practices which
are interested in launching
HZP in the Netherlands. The Company has appointed a country manager to lead the expansion.
The available market for preventative healthcare programmes for
pets across the Netherlands is estimated at 1,100 veterinary
practices, and an estimated 1.6 million dogs and 2.6 million cats
(Source: FEDIAF - 2012).
Following a strategic review of our Nordic business in April
2016 we decided to relaunch Premier Pet Care Plan with our own
dedicated team in Denmark. Consequently, we agreed with our partner
in the Nordic region to dissolve arrangements entered into in 2014.
PVA has continued to support the existing client base in
Denmark.
As at 30 September 2016, the Company had 22 clinics and 1,671
pets on plan in Denmark and anticipates over the coming year to
invest in additional sales resource to drive further growth in this
area.
The available market for preventative healthcare programmes for
pets in Denmark is estimated at 630 veterinary practices, and an
estimated 0.6 million dogs and 0.5 million cats (Source:
OECD/EPFMA).
Premier Pet Care Plan was launched in France in June 2016 under
the name "Premier VetoPlan" ("PVP"), having been show-cased at the
France Vet Exhibition. Since launch, the initial primary focus has
been on Paris and the Ile de France region that surrounds the
capital. The first contract for PVP was actually signed at the
France Vet Exhibition with a clinic in Toulouse in the south of the
country. As at 31 October, the Company had 7 clinics signed up with
a pipeline building. Partnership agreements with major
pharmaceutical companies would help new business development, which
is a focus for management over the next 12 months.
The available market for preventative healthcare programmes for
pets across France is estimated at over 7 million dogs - similar to
the UK - and over 11 million cats - more than 30% higher than the
UK (Source: FACCO, France). There are approximately 6,000
veterinary practices in France.
In the last quarter of the reporting period, Premier Pet Care
Plan was launched in Germany, branded as "Tier Vital Plan" and as
at 31 October 2016, 5 clinics had signed agreements in this
territory. These clinics are scheduled to launch and to start
offering Premier Pet Care Plan by the end the first quarter of
2017.
The available market for preventative healthcare programmes for
pets across Germany is estimated at over 5 million dogs and over 8
million cats (Source: EPFMA/OECD). There are approximately 7,000
veterinary practices in Germany.
US
Early May 2016 saw the commencement of our expansion of Premier
Pet Care Plan into the US with operations being established in
Atlanta, Georgia and Charlotte, North Carolina.
At the beginning of June 2016, we secured a co-operation
agreement with Veterinary Products, Inc. ("VPI"), a significant
veterinary distributor co-op, headquartered in Atlanta, Georgia,
US. The initial 5-year contract is to introduce Premier Pet Care
Plan to VPI's member hospitals numbering over 600 across 15 States,
located primarily in the south east of the US. Working closely with
the VPI management and field sales team, good penetration to their
customer base should be achieved.
Closely following the signing of the agreement with VPI, at the
end of June 2016, the Company signed a further major co-operation
agreement for Premier Pet Care Plan in the US with Merritt
Veterinary Supplies Inc. ("MVS"), a leading veterinary supplies
distributor founded in 1938, which has 9,000 member hospitals in
the south east of the US. MVS is headquartered in Columbia, South
Carolina.
The initial 5-year agreement, as exclusive preferred provider of
preventative healthcare programmes, is to introduce Premier Pet
Care Plan to MVS' member hospitals, located primarily in South
Carolina, North Carolina, Georgia, Alabama, Florida, Mississippi,
Louisiana, Tennessee, Kentucky and Indiana. Recruitment of the
product launch and training team has already commenced to service
this substantial account, and this will be supported by MVS'
internal 42-strong sales team.
As more fully explained in the Chairman's statement above and in
the Directors' Report in the Annual Report, during the reporting
period, the Company issued in aggregate GBP1.25m of unsecured Loan
Notes to existing and new investors in the Company to help finance
the Company's continued rapid expansion in the US.
Further significant contractual relationships will be targeted
in the coming period with the aim that the Company becomes the most
important player in this space.
As at 25 November 2016, agreements had been signed with 58
hospitals in the US, with 26 hospitals launched to date. The
Company has also commenced the collection of recurring payments in
relation to the first pets on plan. The available market for
preventative healthcare programmes for pets across the US is
estimated at 70 million dogs and 74 million cats (U.S. Pet
Ownership & Demographics Sourcebook 2012).
Premier Buying Group
The other aspect of PVA's business, Premier Buying Group, is now
the UK's largest veterinary buying group without group interests in
veterinary practices or veterinary wholesalers.
Members of Premier Buying Group enjoy access to a range of
services designed to encourage clinical compliance, the highest
standards of pet care and business growth. Premier Buying Group is
primarily designed to provide more autonomy, flexibility and
deliver greater savings. The specially negotiated discounts on both
small and large animal products enable independent practices to
compete with larger groups.
The number of Premier Buying Group members has increased by 9%
in the last 12 months, and there are currently over 500 member
clinics (2015: 459 member clinics) throughout the UK, Northern
Ireland and the Republic of Ireland.
The Company is continuing to enhance the services offered to
clinics which it believes bring added value to its members and a
number of alternative propositions are also being investigated in
this respect. The structure of the management fee has been amended
to offer joining practices a means of achieving greater savings
upfront, balanced against an initial longer contract term. In
addition, the charging structure has been more clearly aligned to
the practice spend, more closely linking our fees to savings
delivered to the practice.
FINANCIAL REVIEW FOR THE YEARED 30 SEPTEMBER 2016
The following review should be read in conjunction with the
financial statements and related notes contained in the Annual
Report.
The Group's total income from continuing operations for the year
ended 30 September 2016 was GBP2.99m, an increase of 33% (2015:
GBP2.25m). This growth was driven by an increased number of fee
generating pets on plan throughout the period.
The table below shows the revenues and operating results from
each of the areas in which the business now operates.
GBP000s Revenue Operating profit/(loss)
---------------------- -------------- --------------------------
2016 2015 2016 2015
---------------------- ------ ------ ------------ ------------
Premier Pet Care
Plan - UK 1,606 1,034 409 307
---------------------- ------ ------ ------------ ------------
Premier Buying Group 1,120 1,184 766 919
---------------------- ------ ------ ------------ ------------
Premier Pet Care
Plan - overseas 263 36 (1,488) (464)
---------------------- ------ ------ ------------ ------------
Total 2,989 2,254 (313) 762
---------------------- ------ ------ ------------ ------------
Central unallocated
costs (1,908) (1,493)
---------------------- ------ ------ ------------ ------------
Loss from operations (2,221) (731)
---------------------- ------ ------ ------------ ------------
Overall Premier Pet Care Plan revenues in the UK and overseas
are up 75% to GBP1,869k (2015: GBP1,070k). In the UK, revenues are
up 55%, correlating with the 53% increase in fee generating pets on
plan.
Revenues from Premier Buying Group have reduced by 5% to
GBP1.12m (2015: GBP1.18m) as a result of a conscious management
decision to review its fee structure to address increased
competition within the buying group market and corporate
consolidation activity. This change to our fee structure has also
delivered greater transparency of charging and clearly demonstrates
that our charging structure is aligned to the delivery of enhanced
savings for the practice. Operating profits have reduced due to
reduced revenue and the need to make some investment in sales
resource to address the market challenges.
Together Premier Buying Group and UK Premier Pet Care Plan
operations are now generating a strong source of sustainable
operating profit to support our international growth plans and the
required investment in our transaction processing platform and
customer portal.
Premier Pet Care Plan overseas is gaining momentum generating
revenues of GBP263k (2015: GBP36k). The operating loss has
increased substantially, as previously mentioned, to GBP1,488k as
we invest in our sales and infrastructure resources in new
territories.
Central unallocated costs have increased in the year largely due
to the additional bonuses paid to management for the exceptional
efforts made in driving the sale of the Veterinary Business.
Interest costs for the year were GBP0.21m (2015: GBP0.86m), this
reduction being achieved by repaying the Group's debt with the
proceeds from the sale of the Veterinary Business.
The loss from continuing operations increased from GBP1.59m to
GBP2.43m, as explained by the operational changes above, but
partially mitigated by the reduction in interest costs.
Profits on discontinued operations were GBP0.16m, representing
profits from the Veterinary Business up to the point of
disposal.
The gain on disposal of the Veterinary Business of GBP4.09m
includes GBP1m of proceeds placed into escrow to cover potential
liabilities under warranty and indemnity provisions in the sale and
purchase agreement. This is expected to be released in December
2016.
As a consequence of the Disposal, the Group generated a profit
for the year of GBP1.82m (2015: Loss GBP1.00m).
The share-based compensation charge for the period was GBP0.02m
(30 September 2015: GBP0.02m).
The Group has invested and capitalised GBP0.23m (2015: GBP0.21m)
in its bespoke software system to facilitate the worldwide
operation of Premier Pet Care Plan. Similar levels of capital
investment are anticipated in the coming year. In addition to this,
the Group has expensed GBP0.19m (2015: GBP0.05m) of salary and
other costs to develop and refine the overall transaction
processing platform and customer portal.
The Group operates a defined contribution pension scheme and the
pension charge represents the amounts payable by the Group to the
fund and into personal arrangements in respect of the period.
Net assets were GBP1.64m at 30 September 2016 (at 30 September
2015: net liabilities of (GBP0.30m)), the position being improved
by the sale of the Veterinary Business.
As more fully explained in the Chairman's Statement above,
during the reporting period, the Company issued in aggregate
GBP1.25m of unsecured Loan Notes to existing and new investors in
the Company. The initial tranche of Loan Notes issued raised
GBP0.9m. The balance of the Loan Note issue of GBP0.35m is with
Bybrook Financial Services Limited ("BFSL") and is committed for
drawdown by 31 January 2017. Raj Uppal, an executive director of
the Company, is sole director and shareholder of BFSL. As a result
of the Loan Note proceeds cash and short-term deposits rose to
GBP1.25m as at 30 September 2016 (at 30 September 2015: GBP0.42m).
These funds were raised to support the investment in business
development resources in the US and Europe to fuel the Company's
expansion plans in those areas. The release of GBP1m of disposal
proceeds from escrow in December 2016 will further fund the
expansion strategy.
The Loan Notes mature after 18 months from issue and,
consequently, GBP0.9m is due for repayment no later than 16 March
2018, and GBP0.35m no later than 31 July 2018. The Company has an
option to call down a further loan for GBP0.35m upon repayment of
BFSL's initial Loan Note. This second BFSL loan option, if
exercised by the Company, will be repayable within 12 months of
being drawn down, giving further ongoing funding if required.
Going concern
The consolidated financial statements have been prepared on a
going concern basis. The Group made a loss from continuing
operations of GBP2.43m in the year ended 30 September 2016 and
ended the year with net assets of GBP1.64m. As at 30 September
2016, the Group had cash and short term deposits of GBP1.25m.
GBP0.35m will be received from the remaining tranche of the Loan
Note issue by 31 January 2017 and the remaining disposal proceeds
of GBP1m are due to be released in December 2016. The directors
have made enquiries and have no reason to believe that this amount
will not be released.
The directors consider that with its current cash reserves, the
additional funds that will be received in the near future and the
second BFSL loan option, that the Group has sufficient resources to
meet all current liabilities as they fall due. After consideration
of market conditions, the Group's financial position, the Group's
forecasts and projections, which allow for reasonable possible
changes in trading performance and after making enquiries, the
directors have a reasonable expectation that the Group and the
Company have adequate resources to continue in operational
existence for the foreseeable future. For these reasons, the
directors continue to adopt the going concern basis in preparing
the financial statements.
Outlook
The preventative pet care market outlook continues to be
positive. The significant progress made over the last 12 months in
Europe and the US has helped develop a clear path for building
sustainable aggressive growth over the next 5 years. The Company's
research across many countries indicates an opportunity to build a
major global enterprise to deliver substantial returns to
shareholders.
In addition, further investment in the global transaction
platform and portal should help generate more revenue and create
bigger barriers to entry for any competition. The Company's IT
investment programme will continue building a significant data set
to help with planning, as well as being of value to outside
parties.
The Board remains confident in the Group's prospects and in its
ability to deliver the expansion strategy. We will continue to
invest in connection with our global expansion plans.
2016 has been an exciting year for the Company and I am very
pleased that, following the Disposal, management is now able to
centre its attention on the development and expansion of the PVA
business.
Our employees are one of our key strengths and I am delighted
that we have been able to attract and recruit such a high calibre
of staff both in the UK and in our overseas operations.
I look forward to announcing future developments in due
course.
Dominic Tonner
Chief Executive Officer
Premier Veterinary Group plc
28 November 2016
EVENTS
IN DECEMBER 2015
-- The Company announced that, following a strategic review, it
had completed the sale of the Veterinary Business to Independent
Vetcare Limited for a cash consideration of GBP4.1m (subject to a
GBP0.04m upward adjustment to reflect the sale on a zero net
current asset basis). In addition, intercompany loan balances of
GBP2.4m due from the Veterinary Business to other PVG group
companies were repaid on completion. The proceeds of sale allowed
the Company to repay all of its outstanding external debt at that
time. An amount of GBP1m was placed into escrow to cover potential
liabilities under warranty and indemnity provisions in the sale and
purchase agreement. The Directors expect this GBP1m to be released
in December 2016.
MARCH 2016
-- 100(th) veterinary clinic signed up to Premier Pet Care Plan
in the Netherlands, currently PVG's most mature overseas
market.
APRIL 2016
-- Juliet Thompson appointed as non-executive director and
Chairman of the Board. Iain Ross to continue as non-executive
director.
-- Revised strategy for Premier Pet Care Plan in the Nordic
Region with the re-launch of Premier Pet Care plan in Denmark.
MAY 2016
-- Commencement of a controlled expansion into the US for
Premier Pet Care Plan with operations established in Atlanta,
Georgia and targeted sales activity in the south-eastern
states.
JUNE 2016
-- 2 major co-operation agreements signed in the US with
Veterinary Products Inc. who have 600 hospitals and Merritt
Veterinary Supplies Inc. who have over 9,000 member hospitals.
-- Premier Pet Care Plan launched in France, branded "Premier VetoPlan".
JULY 2016
-- Zeus Capital Limited appointed as the Company's sole broker.
AUGUST 2016
-- Co-operation Agreement signed with Zoetis Netherlands
Holdings B.V. in the Netherlands, with plan to accelerate market
penetration in the country.
-- Reduction of capital exercise completed removes historic Ark losses.
SEPTEMBER 2016
-- Will Evans appointed as executive director and Chief Financial Officer.
-- 3 year contract extension with Medivet Group Limited, one of
the UK's largest veterinary groups. Medivet currently has over 143
clinics across the country with further growth plans.
-- US expansion update with 29 contracts now signed and 5
hospitals launched, and announcement to invest further in business
development resource to accelerate growth. Issue of Loan Notes,
raising GBP1.25m in aggregate, to support the accelerated
expansion.
DIRECTORS' RESPONSIBILITIES STATEMENT
The directors are responsible for preparing the Annual Report,
Directors' remuneration report and the financial statements in
accordance with applicable laws and regulations.
Company law requires the directors to prepare such financial
statements for each financial year. Under that law the directors
are required to prepare financial statements in accordance with
International Financial Reporting Standards ("IFRSs") as adopted by
the European Union ("EU"). Under company law the directors must not
approve the accounts unless they are satisfied that they give a
true and fair view of the state of affairs of the Company and the
Group and of the profit or loss of the Company and the Group for
that period. In preparing these financial statements, the directors
are required to:
-- properly select and apply accounting policies;
-- present information, including accounting policies, in a
manner that provides relevant, reliable, comparable and
understandable information;
-- provide additional disclosures when compliance with the
specific requirements in IFRSs are insufficient to enable users to
understand the impact of particular transactions, other events and
conditions on the entity's financial position and financial
performance; and
-- make an assessment of the Company's and the Group's ability
to continue as a going concern.
The directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the Company's and
the Group's transactions and disclose with reasonable accuracy at
any time the financial position of the Company and the Group and
enable them to ensure that the financial statements and the
Directors' Remuneration Report comply with the Companies Act 2006
and Article 4 of IAS Regulation. They are also responsible for
safeguarding the assets of the Company and the Group and hence for
taking reasonable steps for the prevention and detection of fraud
and other irregularities.
The directors are responsible for the maintenance and integrity
of the corporate and financial information included on the
Company's and the Group's website. Legislation in the United
Kingdom governing the preparation and dissemination of financial
statements may differ from legislation in other jurisdictions.
The directors confirm that:
(a) the Company and the Group financial statements, prepared in
accordance with IFRSs as adopted by the EU, give a true and fair
view of the profit of the Group and of the assets, liabilities and
financial position of the Company and Group taken as a whole;
(b) the Annual Report, including the Strategic report includes a
fair review of the development and performance of the business and
the position of the Company and the undertakings included in the
consolidation taken as a whole, together with a description of the
principal risks and uncertainties that it faces; and
(c) the Annual Report and financial statements, taken as a
whole, are fair, balanced and understandable and provide the
information necessary for shareholders to assess the company's
performance, business model and strategy.
By order of the Board
Juliet Thompson Dominic Tonner
Director Director
28 November 2016 28 November 2016
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR YEARED 30 SEPTEMBER 2016
Year Year
ended ended
30 September 30 September
2016 2015
Note GBP'000 GBP'000
Revenue 4 2,989 2,254
Cost of sales (42) (31)
-------------- --------------
Gross profit 2,947 2,223
Administrative expenses (5,168) (2,954)
-------------- --------------
Loss from operations (2,221) (731)
Finance expense (208) (861)
-------------- --------------
Loss before income tax (2,429) (1,592)
Income tax (expense)/credit - -
-------------- --------------
Loss from continuing operations (2,429) (1,592)
Profit on discontinued operations,
net of tax 5 4,253 595
Profit/(loss) and total comprehensive
income for the year attributable
to equity holders of the parent
company 1,824 (997)
============== ==============
(Loss) per share for loss from
continuing operations attributable
to the owners of the parent during
the period:
Basic (pence) (17.0) (17.5)
Diluted (pence) (17.0) (17.5)
-------------- --------------
Earnings/(loss) per share for
profit/(loss) attributable to
the owners of the parent during
the period
Basic (pence) 6 12.8 (10.9)
Diluted (pence) 6 11.7 (10.9)
-------------- --------------
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 SEPTEMBER 2016
As at As at
30 September 30 September
2016 2015
GBP'000 GBP'000
Non-current assets
Property, plant and equipment 80 325
Goodwill - -
Other intangible assets 366 5
Total non-current assets 446 330
Current assets
Trade and other receivables 1,719 578
Cash and cash equivalents 1,254 421
-------------- --------------
2,973 999
Assets in disposal groups classified
as held for sale - 2,982
Total current assets 2,973 3,981
Total assets 3,419 4,311
============== ==============
Equity attributable to equity holders
of the Company
Called up share capital 1,491 3,279
Share premium 1 118,947
Share based payments reserve 35 20
Reverse acquisition reserves 3,671 (117,159)
Retained earnings (3,560) (5,384)
-------------- --------------
Total equity 1,638 (297)
Current liabilities
Trade and other payables 871 896
Financial liabilities - 291
871 1,187
Liabilities directly associated
with assets in disposal groups
classified as held for sale - 832
Total current liabilities 871 2,019
Non-current liabilities
Financial liabilities 900 2,579
Deferred tax provision 10 10
-------------- --------------
Total non-current liabilities 910 2,589
Total liabilities 1,781 4,608
Total equity and liabilities 3,419 4,311
============== ==============
The financial statements were approved and authorised for issue
by the Board and authorised for issue on 28 November 2016. They
were signed on its behalf:
Dominic Tonner Juliet Thompson
Director Director
28 November 2016 28 November 2016
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEARED 30 SEPTEMBER 2016
Share
based Reverse
Share Share payments acquisition Retained
capital premium reserve reserve earnings Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Balance as at 1 October
2014 2,092 118,937 - (117,298) (4,387) (656)
Transactions with
owners:
Credit to equity for
share
based compensation - - 20 - - 20
Arising on reverse
acquisition - - - 139 - 139
Shares issued 1,187 10 - - - 1,197
--------- ---------- ---------- ------------- ---------- --------
1,187 10 20 139 - 1,356
Loss and total comprehensive
income for the period: - - - - (997) (997)
Balance as at 1 October
2015 3,279 118,947 20 (117,159) (5,384) (297)
Transactions with
owners:
Capital restructure (1,883) (118,947) - 120,830 - -
Shares issued (options
exercised) 95 1 - - - 96
Credit to equity for
share
based compensation - - 15 - - 15
--------- ---------- ---------- ------------- ---------- --------
(1,788) (118,946) 15 120,830 - 111
Profit and total comprehensive
income for the period: - - - - 1,824 1,824
Balance as at 30 September
2016 1,491 1 35 3,671 (3,560) 1,638
========= ========== ========== ============= ========== ========
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEARED 30 SEPTEMBER 2016
Year ended Year ended
30 September 30 September
2016 2015
GBP'000 GBP'000
Cash flows from:
Continuing operating activities
Loss before income tax (2,429) (1,592)
Finance expense 208 861
Share based payment 15 -
Depreciation of property, plant
and equipment 23 92
Amortisation of intangible
assets 69 2
(Increase)/decrease in trade
and other receivables (141) 163
Increase/(decrease) in trade
and other payables (25) 626
---------------------------- -----------------------
Cash generated/(used in) from
continuing operations (2,280) 152
Discontinued operating activities 115 223
---------------------------- -----------------------
Cash generated/(used in) from
operations (2,165) 375
Income taxes - -
---------------------------- -----------------------
Net cash inflow/outflow from
operating activities (2,165) 375
Investing activities
Purchase of PPE (61) (226)
Proceeds from disposal of PPE 76 (15)
Purchase of Intangible assets (225) (7)
Purchase of business combinations
(net of cash acquired) - 17
---------------------------- -----------------------
Net cash used in continuing
investing activities (210) (231)
Discontinued investing activities 5,047 (413)
---------------------------- -----------------------
Net cash used in investing
activities 4,837 (644)
Financing activities
Issue of new shares (net of
costs) 97 1,197
Loan notes issued and other 900 -
loans received
Repayment of loan notes (2,575) -
Repayment of loan redemption
fee (400)
Repayment of bank loans - (79)
Payment of finance leases (30) (44)
Interest paid (73) (600)
---------------------------- -----------------------
Net cash generated from continuing
financing activities (2,081) 474
Discontinued financing activities - -
---------------------------- -----------------------
Net cash generated from financing
activities (2,081) 474
Net increase in cash and cash
equivalents 591 205
Cash and cash equivalents at
beginning of period 663 458
Cash and cash equivalents at
end of period 1,254 663
============================ =======================
Shown as:
Cash and cash equivalents in
continuing activities 1,254 421
Cash and cash equivalents in
discontinued activities - 242
1,254 663
============================ =======================
SELECTED NOTES TO THE FINANCIAL INFORMATION
1 Presentation of financial information
These results for the year ended 30 September 2016 are an
excerpt from the Annual Report and Accounts for the year ended 30
September 2016 and do not constitute the Company's statutory
accounts for the years ended 30 September 2016 or 30 September
2015. Statutory accounts for the year ended 30 September 2015 have
been delivered to the Registrar of Companies, and those for the
year ended 30 September 2016 will be delivered in due course. Grant
Thornton UK LLP reported on the accounts for the year ended 30
September 2016. Their report for the year ended 30 September 2016
was unqualified and did not contain statements under Sections
498(2) or (3) of the Companies Act 2006 or equivalent preceding
legislation.
Whilst the financial information included in this annual results
release has been prepared in accordance with International
Financial Reporting Standards ("IFRS") adopted by the European
Union, this announcement does not itself contain sufficient
information to comply with IFRS. Full Financial Statements that
comply with IFRS are included in the Annual Report and Accounts for
the year ended 30 September 2016 which is available at
www.premiervetgroup.co.uk, hard copies of which will be distributed
in due course.
2 Going concern
The consolidated financial statements have been prepared on a
going concern basis. The Group made a loss from continuing
operations of GBP2.43m in the year ended 30 September 2016 and
ended the year with net assets of GBP1.64m. As at 30 September
2016, the Group had cash and short term deposits of GBP1.25m.
GBP0.35m will be received from the remaining tranche of the Loan
Note issue by 31 January 2017 and the remaining disposal proceeds
of GBP1m are due to be released in December 2016. The directors
have made enquiries and have no reason to believe that this amount
will not be released.
The directors consider that with its current cash reserves, the
additional funds that will be received in the near future and the
second BFSL loan option, that the Group has sufficient resources to
meet all current liabilities as they fall due. After consideration
of market conditions, the Group's financial position, the Group's
forecasts and projections, which allow for reasonable possible
changes in trading performance and after making enquiries, the
directors have a reasonable expectation that the Group and the
Company have adequate resources to continue in operational
existence for the foreseeable future. For these reasons, the
directors continue to adopt the going concern basis in preparing
the financial statements.
3 Employee remuneration
Year ended 30 September 2016 Year ended 30 September 2015
Continuing Discontinued Total Continuing Discontinued Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Wages and salaries 2,287 292 2,579 1,362 2,440 3,802
Social security costs 261 18 279 164 212 376
Other pension costs 15 1 16 10 19 29
Share based payment expense 15 - 15 17 - 17
----------- ------------- -------- ----------- ------------- --------
2,578 311 2,889 1,553 2,671 4,224
----------- ------------- -------- ----------- ------------- --------
The average monthly number of employees during the period was as
follows:
Year ended 30 September 2016 Year ended 30 September 2015
Continuing Discontinued Total Continuing Discontinued Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Staff and directors 40 27 67 21 133 154
----------- ------------- -------- ----------- ------------- --------
4 Segmental reporting
As defined under International Financial Reporting Standard 8
(IFRS 8) management have defined that the Group's Management
currently identifies the Group's four divisions as operating
segments as this is the basis on which results are considered by
the Chief Executive Officer. Finance costs and income tax expenses
are monitored centrally and are not allocated to operating
segments. Further to this, assets and liabilities are not allocated
to operating segments as they are shared by the Group. These
operating segments are monitored and strategic decisions are made
on the basis of adjusted segment operating results. The four
divisions are categorised as follows:
-- Vets business: Day to day running of veterinary practices.
-- Premier Buying Group: Management fees are earned when a
member practices purchases goods and becomes entitled to negotiated
rebates and discounts. These are recognised once there is a legal
entitlement to receive. In general, this is during the month in
which Premier Buying Group members' spend occurs.
-- Premier Pet Care Plan UK: Fees received for the collection
and management of direct debits on behalf of veterinary practices
external to the Group are recognised on a receipts basis in the UK.
A flat fee is received for every direct debit collected.
-- Premier Pet Care Plan overseas: Fees received for the
collection and management of direct debits on behalf of veterinary
practices external to the Group are recognised on a receipts basis
outside the UK. A flat fee is received for every direct debit
collected.
All revenue is derived from external customers.
Premier Premier
Pet Pet
Premier Care Care
Vet Buying Plan Plan
business Group UK overseas Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Year ended 30 September
2016
Revenue 1,251 1,120 1,606 263 4,240
Discontinued operations (1,251) - - - (1,251)
---------- -------- -------- ---------- --------
Group's revenue per consolidated
statement of comprehensive
income - 1,120 1,606 263 2,989
========== ======== ======== ========== ========
Gross profit 718 1,120 1,573 254 3,665
Discontinued operations (718) - - - (718)
---------- -------- -------- ---------- --------
Group's gross profit/(loss)
per consolidated statement
of comprehensive income - 1,120 1,573 254 2,947
Administrative expenses (354) (1,164) (1,742) (3,260)
---------- -------- -------- ---------- --------
Loss before central costs 766 409 (1,488) (313)
Central unallocated administrative
costs (1,908)
Finance expense (208)
Loss before income tax
and discontinued operations (2,429)
========
Year ended 30 September
2015
Revenue 5,627 1,184 1,034 36 7,881
Discontinued operations (5,627) - - - (5,627)
---------- -------- -------- ---------- --------
Group's revenue per consolidated
statement of comprehensive
income - 1,184 1,034 36 2,254
========== ======== ======== ========== ========
Gross profit 2,942 1,184 1,003 36 5,165
Discontinued operations (2,942) - - - (2,942)
---------- -------- -------- ---------- --------
Group's gross profit/(loss)
per consolidated statement
of comprehensive income - 1,184 1,003 36 2,223
Administrative expenses (265) (696) (500) (1,461)
---------- -------- -------- ---------- --------
Loss before central costs 919 307 (464) 762
Central unallocated administrative
costs (1,493)
Finance expense (861)
Loss before income tax
and discontinued operations (1,592)
========
All Group Non-Current assets are located in the UK.
Year Year
ended ended
30 30
September September
2016 2015
Revenue GBP'000 GBP'000
Denmark 27 1
Ireland 70 10
Netherlands 171 25
Sweden 20 66
USA 5 -
UK 2,696 2,152
---------------- ---------------
Continuing 2,989 2,254
Discontinued -
UK 1,251 5,627
Total 4,240 7,881
================ ===============
5 Discontinued operations
At the prior year end, the Board was in active discussions to
dispose of its veterinary practices Zetland Limited, Thanet (One)
Limited and The Veterinary Clinic (Bearwood) Limited. The results
of these veterinary practices have been presented as discontinued
operations. The assets and liabilities of this disposal group were
classified as held for sale in the prior year financial
statements.
The results of discontinued operations during the year ended 30
September 2016 is as follows:
Year Year
ended ended
30 September 30 September
2016 2015
GBP'000 GBP'000
Result of discontinued
operations
Revenue 1,251 5,627
Expenses other than finance
costs (1,089) (5,486)
Finance costs - (2)
Tax expense/(credit) - 256
Gain from selling discontinued
operations after tax - 200
Gain on disposal 4,091 -
-------------- --------------
Profit for the year 4,253 595
============== ==============
Year Year
ended ended
30 September 30 September
2016 2015
Earnings per share from
discontinued operations
Basic earnings per share
(pence) 4.2 6.5
Diluted earnings per share
(pence) 3.8 5.5
Year Year
ended ended
30 September 30 September
2016 2015
GBP'000 GBP'000
Cash flows used in discontinued
operations
Operating activities 115 222
Investing activities (74) (413)
Financing activities - -
-------------- --------------
Net cash from discontinued
operations 41 (191)
============== ==============
6 Earnings per share
The calculation of the basic earnings per share is based on the
earning attributable to ordinary shareholders divided by the
weighted average number of shares in issue during the period. For
the purposes of this calculation, the weighted average number of
shares is the number of ordinary shares in the period, excluding
deferred shares, incorporating the reorganisation of share capital
set out in note 19 in the notes to the consolidated financial
statements contained in the Annual Report as if it had taken effect
on 1 October 2014.
Diluted earnings per share are calculated by adjusting the
weighted average number of ordinary shares outstanding to assume
conversion of all potentially dilutive ordinary shares.
Year ended 30 September 2016 Year ended 30 September 2015
Continuing Discontinued Total Continuing Discontinued Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Profit/(loss) for the year (2,429) 4,253 1,824 (1,592) 595 (997)
No. No. No. No. No. No.
Weighted average number of
shares used in basic
earnings per share 14,263,344 14,263,344 14,263,344 9,110,699 9,110,699 9,110,699
Effect of dilutive potential
ordinary shares from share
options and warrants 1,362,641 1,362,641 1,362,641 1,674,212 1,674,212 1,674,212
------------- ------------- ------------- ------------ ------------- ------------
Weighted average number of
shares used in diluted
earnings per share 15,625,985 15,625,985 15,625,985 10,784,911 10,784,911 10,784,911
------------- ------------- ------------- ------------ ------------- ------------
For continuing operations, potential ordinary shares from share
options are non-dilutive.
7 Trade and other receivables
As at 30 September 2016 As at 30 September 2015
GBP'000 GBP'000
Trade receivables 412 328
Other receivables 1,154 142
Prepayments and accrued income 153 108
------------------------ ------------------------
1,719 578
------------------------ ------------------------
All amounts are considered to be receivable within one year. The
net carrying value of trade and other receivables is considered a
reasonable approximation of fair value.
The ageing analysis of trade receivables is as follows.
Management consider none of the receivables to be impaired.
As at As at
30 September 30 September
2016 2015
Up to 3 months 351 307
3 to 6 months 61 21
6 to 12 months - -
More than 12 months - -
-------------- --------------
412 328
Trade and other receivables have not been discounted. The
accrued income has not been discounted.
Included within other receivables is GBP1,000,000 (2015 -
GBPNil) held in escrow in relation to deferred consideration for
the Vet Group disposal.
8 Financial liabilities
As at 30 September 2016 As at 30 September 2015
GBP'000 GBP'000
Current
Loan repayment option - 265
Finance leases - 26
------------------------- ------------------------
- 291
------------------------------------------------- ------------------------
Non-current
Bank loans - -
Loan notes 900 2,575
Other creditors - -
Finance leases - 4
---- -------
900 2,579
---- -------
Following the disposal of the veterinary practices on 18
December 2015 the prior year non-current loan balance of
GBP2,575,000 was repaid to Bybrook Financial Services Limited
("BFSL"). As a result of the repayment the BFSL loan repayment
option, previously held at fair value, was realised.
On the 16 September 2016 the Company issued GBP1.25m of
unsecured loan notes. The first tranche of Loan Notes totaling
GBP900,000 were issued immediately, with a further option from BFSL
with a value of GBP350,000 irrevocably committed for draw down. The
Loan Notes mature after 18 months, and with a maximum total
associated cost of GBP225,000 (equating to the 12% interest which
is paid monthly). The Company has the right to repay the Loan Notes
in full or in part before maturity. If the Loan Notes are repaid in
the first 9 months an early repayment charge would be incurred
equivalent to the interest up to 9 months term, if repaid after the
initial 9 months there would be no early repayment charge. These
options are held at fair value and are considered to have
negligible value.
Assets held under finance leases and hire purchase contracts are
secured on the relevant assets financed.
As at 30 September 2016 As at 30 September 2015
Ageing of bank and other loans: GBP'000 GBP'000
Repayable in less than 1 year - -
Repayable within 1 - 2 years 900 -
Repayable within 2 - 5 years - 2,575
Repayable greater than 5 years - -
900 2,575
------------------------ ------------------------
As at 30 September 2016 As at 30 September 2015
Maturity of loan repayment option GBP'000 GBP'000
Repayable in less than 1 year - 265
Repayable within 1 - 2 years - -
Repayable within 2 - 5 years - -
Repayable greater than 5 years - -
- 265
------------------------------------------------------------- ------------------------
As at 30 September 2016 As at 30 September 2015
Ageing of finance leases: GBP'000 GBP'000
Repayable in less than 1 year - 26
Repayable within 2 - 5 years - 4
Repayable greater than 5 years - -
- 30
---------------------------------------------------------- ------------------------
Obligations under finance leases and hire purchase contracts,
included above, are payable as follows:
As at 30 September 2016 As at 30 September 2015
Due within one year GBP'000 GBP'000
Lease payments - 26
Due between one and five years
Lease payments - 4
Finance charges - -
Net present value - 30
------------------------- ------------------------
9 Share capital
On 11 December 2015 the entire Company's share capital was
reorganised, as detailed in the table below, by a special
resolution to create ordinary shares with a nominal value of 10
pence each and a deferred share of 90 pence.
On 27 February 2015 11,859,007 new ordinary shares with a
nominal value of 10 pence per share were issued for cash
consideration of GBP1,198,000, corresponding to 85.0% of total
shares in issue. Each ordinary share has the same right to receive
dividends and the repayment of capital and represents one vote at
the shareholder meetings of the Company.
On 31 August 2016 the merger reserve, included within the
reverse acquisition reserve, was capitalised by a bonus issue of
deferred shares with a nominal value of 90 pence. Following an
application to the high court an order was passed to complete a
capital restructure which cancelled 3,782,766 deferred shares held
at a value of GBP3,404,000 and cancelled share premium held at a
value of GBP118,947,000. The accounts present retained earnings as
a continuation of the consolidated financial statements of PVG 2007
Limited (formerly Premier Vet Group Limited) and share capital and
premium as the parent company equity, as explained in note 2 (Basis
of preparation). Therefore as the transaction relates to the parent
company equity the cancellation has been recorded in the reverse
acquisition reserve.
Ordinary shares Deferred shares Total
No. GBP'000 No. GBP'000 GBP'000
Shares 1 October
2014 (1 pence) 209,276,676 2,092 - - 2,092
Reorganisation
of share capital (207,183,910) (1,883) 2,092,766 1,883 -
2,092,766 209 2,092,766 1,883 2,092
Issued 27 February
2015 (10 pence) 11,859,007 1,187 - - 1,187
Shares at 30
September 2015
(Ordinary 10
pence, deferred
90 pence) 13,951,773 1,396 2,092,766 1,883 3,279
Share options
exercised 955,660 95 - - 95
Capitalisation
of merger reserve 1,690,000 1,521 1,521
Capital restructure - - (3,782,766) (3,404) (3,404)
Shares 30 September
2016 (Ordinary
10 pence) 14,907,433 1,491 - - 1,491
============== ======== ============ ======== ========
The deferred shares have no rights.
10 Dividends
The directors are unable to recommend the payment of a dividend
(year ended 30 September 2015: GBPnil).
This information is provided by RNS
The company news service from the London Stock Exchange
END
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