TIDMSHH
RNS Number : 2426C
Safe Harbour Holdings PLC
28 September 2018
28 September 2018
LEI number 213800AU26HH5KXBS796
Safe Harbour Holdings plc
("Safe Harbour" or the "Company")
Interim Report for the six months ended 30 June 2018
London, 27 September 2018 - Safe Harbour Holdings plc announces
its interim results for the six months ended 30 June 2018.
Over the period, Safe Harbour generated a loss after taxation of
GBP1.2 million, reflecting operating expenses and diligence costs
incurred in the continued pursuit of its stated investment
strategy. As at 30 June 2018, Safe Harbour held GBP28.1 million
cash.
Rodrigo Mascarenhas, Safe Harbour's Chief Executive Officer,
commented: "We have made good progress in pursuing our investment
strategy since our admission to trading on AIM in March 2018. We
have been encouraged by the array of attractive prospects for value
creation and believe that the Company is well placed to progress
identified acquisition opportunities in the year ahead. We look
forward to updating shareholders further in due course".
The Interim Report is also available on the Company's website at
www.safeharbourplc.com
Enquiries:
Tulchan Communications (PR Adviser)
Tel: +44 20 7353 4200
Tom Murray
Matt Low
Cenkos Securities plc (Nominated Adviser, Joint Broker and Joint
Bookrunner)
Tel: +44(0)207 397 8900
Stephen Keys
Harry Hargreaves
Rodrigo Mascarenhas is Chief Executive Officer of Safe Harbour
Holdings plc, which has offices at 11 Buckingham Street, London,
WC2N 6DF.
Unaudited Interim Condensed Consolidated Financial
Statements
For the six months ended 30 June 2018
SAFE HARBOUR HOLDINGS PLC
Company number 123821
CHAIRMAN'S STATEMENT AND STRATEGIC REPORT
I am pleased to present to shareholders the Interim Condensed
Consolidated Financial Statements of Safe Harbour Holdings plc (the
"Company") for the six months ended 30 June 2018, consolidating the
results of Safe Harbour Holdings plc, Safe Harbour Holdings UK
Limited and Safe Harbour Holdings Jersey Limited (collectively, the
"Group" or "Safe Harbour").
Strategy
Safe Harbour aims to become a global leader in B2B distribution
and/or business services, through a well-executed buy-and-build
strategy. As a team, we intend to draw upon our managerial and
operational experience in consolidation and integration to drive
business transformation and achieve attractive, long-term
compounding returns for our shareholders.
Safe Harbour intends to initially acquire a controlling stake in
a platform asset of scale, which operates in a sector demonstrating
a large addressable market opportunity, a steady growth outlook,
and a high level of fragmentation allowing the deployment of a
meaningful buy-and-build strategy to capitalise on economies of
scale. It is likely that this platform asset will have operations
in the UK, Europe, or North America with an enterprise value in the
region of GBP250 million to GBP1.5 billion. We seek businesses that
demonstrate stable operating performance and high cash flow
conversion, and benefit from competitive barriers to entry. Safe
Harbour will prioritise assets outside competitive auction
processes and situations where the Directors believe Safe Harbour
has a distinct advantage in acquiring assets at attractive
valuations.
We believe that the publicly listed nature of our vehicle offers
us flexibility in structuring transactions and provides us with
access to deep pools of capital which will allow us to unlock
opportunities that may not otherwise be available to typical
financial sponsors.
Results and Developments in the Period
The Group's loss after taxation for the six months to 30 June
2018 was GBP1,166,892 (30 June 2017: GBP1,096,915). In the six
months to 30 June 2018, the Group incurred GBP1,194,680 (30 June
2017: GBP1,096,915) of administrative expenses, received interest
of GBP27,788 (30 June 2017: GBPnil) and at the period end held a
cash balance of GBP28,115,926 (31 December 2017: GBP7,787,775).
On listing in March this year, Safe Harbour successfully raised
GBP21.4 million (after expenses) having received backing from major
institutional investors including Invesco, Woodford, Marathon,
Consulta and MSD Partners.
Safe Harbour has raised gross proceeds of GBP32.7 million from
equity issuances since incorporation in 2016. From this, the Group
has incurred cash costs of GBP4.6 million to 30 June 2018. GBP2.2
million of this relates to non-recurring project costs including
diligence expenses, advisory fees and costs related to the IPO and
establishment of Safe Harbour.
Dividend Policy
The Company has not yet acquired a trading business and the
Directors therefore consider it inappropriate to make a forecast of
the likely level of any future dividends. The Directors intend to
determine the Company's dividend policy following completion of the
Company's first acquisition and in any event, will only commence
the payment of dividends when it becomes commercially prudent to do
so. There are no arrangements in place under which future dividends
are to be waived or agreed to be waived.
Corporate Governance
In line with the London Stock Exchange's recent changes to the
AIM Rules for Companies which require all AIM-quoted companies to
adopt a recognised corporate governance code, explain how the
company complies with that code's requirements and identify and
explain areas of non-compliance, the Company has elected to adopt
the Quoted Companies Alliance Corporate Governance Code ("QCA
Code"). The Directors recognise the importance of sound corporate
governance commensurate with the size and current nature of the
Company and the interests of shareholders and remain committed to
evolving the corporate governance arrangements as the business
further evolves. The Board comprises a Non-Executive Chairman,
Avril Palmer-Baunack, and three Executive Directors: Rodrigo
Mascarenhas, Mark Brangstrup Watts and James Corsellis. It is
intended that Mark Brangstrup Watts and James Corsellis will adopt
non-executive roles following the completion of the Company's first
acquisition. Further information in respect of the Company's
compliance with the QCA Code can be found on the Company's website
www.safeharbourplc.com.
Update on NED appointment
Safe Harbour is in discussions with several candidates to join
the Board as an independent non-executive director. We consider
each of these candidates to have strong operational track records
and believe they would all be highly complementary to the team. We
hope to announce confirmation of this appointment in the near
future.
Risks
The Directors have carried out a robust assessment of the
principal risks facing the Group including those that would
threaten its business model, future performance, solvency or
liquidity. There have been no changes to the principal risks
described in the Group's annual consolidated financial statements
for the period ended 31 December 2017. The Directors are of the
opinion that the risks are applicable to the six month period to 30
June 2018, as well as the remaining six months of the financial
year. Further detail in relation to the risks faced by the Group
can be found on pages 34-38 of the Group Annual Report and
Financial Statements for the period from incorporation to 31
December 2017, which is available on the Company's website.
Outlook
The Group continues to pursue its stated strategy and in
accordance with our mandate as an acquisition vehicle, we have
evaluated a number of assets meeting Safe Harbour's investment
criteria during the period. The Directors have been encouraged by
the array of attractive prospects for value creation and believe
that the Company is well placed to progress identified acquisition
opportunities in the year ahead.
Rodrigo Mascarenhas Avril Palmer-Baunack
Chief Executive Officer Chairman
27 September 2018 27 September 2018
SAFE HARBOUR HOLDINGS PLC
Company number 123821
RESPONSIBILITY STATEMENT
Each of the Directors confirm that, to the best of their
knowledge:
(a) these Unaudited Interim Condensed Consolidated Financial
Statements, which have been prepared in accordance with IAS 34,
"Interim Financial Reporting" as adopted by the European Union,
give a true and fair view of the assets, liabilities, financial
position and profit or loss of Safe Harbour; and
(b) the interim management report includes a fair review of the
information required to be disclosed pursuant to Rule 4.2.7 and
Rule 4.2.8 of the Disclosure Guidance and Transparency Rules of the
Financial Conduct Authority.
Neither the Company nor the Directors accept any liability to
any person in relation to the interim financial report except to
the extent that such liability could arise under English law.
Accordingly, any liability to a person who has demonstrated
reliance on any untrue or misleading statement or omission shall be
determined in accordance with section 90A and Schedule 10A of the
Financial Services and Markets Act 2000 (as amended).
Details on the Company's Board of Directors can be found on the
Company website at www.safeharbourplc.com.
By order of the Board
Rodrigo Mascarenhas
Chief Executive Officer
27 September 2018
SAFE HARBOUR HOLDINGS PLC
Company number 123821
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Six months Six months
ended ended
30 June 30 June
2018 2017
Note Unaudited Unaudited
--------------------------------- ----- ------------------------------------ ------------------------------------
GBP GBP
Administrative expenses 4 (1,194,680) (1,096,915)
------------------------------------ ------------------------------------
Operating loss (1,194,680) (1,096,915)
Finance income 27,788 -
------------------------------------ ------------------------------------
Finance income 27,788 -
Loss before income tax (1,166,892) (1,096,915)
------------------------------------ ------------------------------------
Income tax - -
------------------------------------ ------------------------------------
Net loss for the period (1,166,892) (1,096,915)
Total other comprehensive income - -
------------------------------------ ------------------------------------
Total comprehensive loss (1,166,892) (1,096,915)
==================================== ====================================
Attributable to:
Owners of the Company (1,166,892) (1,096,915)
Loss per ordinary share
Basic and diluted loss per
share attributable to ordinary
equity holders of the parent
(GBP) 5 (0.0595) (0.1316)
The Group's activities derive from continuing operations.
The notes on pages 9 to 16 form an integral part of these
condensed consolidated financial statements.
SAFE HARBOUR HOLDINGS PLC
Company number 123821
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at As at
30 June 31 December
2018 2017
Note Unaudited Audited
---------------------------------- ----- ----------- -----------
GBP GBP
Assets
Non-current assets
Fixed assets 6 1,799 2,237
----------- -----------
Total non-current assets 1,799 2,237
Current assets
Cash and cash equivalents 28,115,926 7,787,775
Deferred costs - 177,000
Other receivables 8 186,166 86,843
----------- -----------
Total current assets 28,302,092 8,051,618
Total assets 28,303,891 8,053,855
=========== ===========
Current liabilities
Trade and other payables 9 479,303 513,038
----------- -----------
Total liabilities 479,303 513,038
Capital and reserves attributable
to equity holders of the
parent
Stated capital 10 31,445,521 10,000,003
Share-based payment reserve 11,13 83,929 78,784
Accumulated losses 11 (3,704,862) (2,537,970)
----------- -----------
Total equity 27,824,588 7,540,817
Total equity and liabilities 28,303,891 8,053,855
=========== ===========
The notes on pages 9 to 16 form an integral part of these
condensed consolidated financial statements.
The financial statements were approved by the Board of Directors
on 27 September 2018 and were signed on its behalf by:
Rodrigo Mascarenhas Avril Palmer-Baunack
Chief Executive Officer Chairman
SAFE HARBOUR HOLDINGS PLC
Company number 123821
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Share-
based
Stated payment Accumulated Total
Note capital reserve losses equity
------------------ --------------- ------------------- -------------
GBP GBP GBP GBP
Balance as at 1
January
2018 10,000,003 78,784 (2,537,970) 7,540,817
Loss for the period - - (1,166,892) (1,166,892)
Issue of shares 22,699,998 - - 22,699,998
Share issue costs (1,254,480) - - (1,254,480)
Share-based payments - 5,145 - 5,145
------------------ --------------- ------------------- -------------
Balance as at 30
June 2018 (unaudited) 31,445,521 83,929 (3,704,862) 27,824,588
================== =============== =================== =============
Share-
based
Stated payment Accumulated Total
Note capital reserve losses equity
--------------- ----------------- -------------------- ------------
GBP GBP GBP GBP
Balance as at 1
January 2017 10,000,003 - (345,252) 9,654,751
Loss for the period - - (1,096,915) (1,096,915)
Share-based payments - 65,625 - 65,625
--------------- ----------------- -------------------- --------------
Balance as at 30
June 2017 (unaudited) 10,000,003 65,625 (1,442,167) 8,623,461
=============== ================= ==================== ==============
The notes on pages 9 to 16 form an integral part of these
condensed consolidated financial statements.
SAFE HARBOUR HOLDINGS PLC
Company number 123821
CONSOLIDATED STATEMENT OF CASH FLOWS
Six months Six months
ended ended
30 June 30 June
2018 2017
Note Unaudited Unaudited
------------------------------------------- ----- ------------ ------------
GBP GBP
Cash flows from operating activities
Operating loss (1,194,680) (1,096,915)
Adjustments to reconcile loss before
income tax to operating cash flows:
Decrease in trade and other receivables 8 77,677 57,917
Decrease in trade and other payables 9 (34,941) (391,296)
Share-based payment expense(1) 13 4,140 68,971
Depreciation charge 6 438 236
Bank interest received 27,788 -
------------ ------------
Net cash used in operating activities (1,119,578) (1,361,087)
------------ ------------
Cash flows from investing activities
-
Purchase of office equipment - (2,124)
------------ ------------
Net cash flows used in investing
activities - (2,124)
------------ ------------
Cash flows from financing activities
Proceeds from issue of share capital 22,699,998 10,000,003
Share issue costs (1,254,480) -
Proceeds from issue of incentive
shares 2,211 17,926
------------ ------------
Net cash generated from financing
activities 21,447,729 10,017,929
------------ ------------
Net increase in cash and cash equivalents 20,328,151 8,654,718
Cash and cash equivalents at beginning
of the period 7,787,775 -
Cash and cash equivalents at the
end of the period 28,115,926 8,654,718
============ ============
The notes on pages 9 to 16 form an integral part of these
condensed consolidated financial statements.
(1) GBP1,206 represent proceeds from issue of A3 Shares that are
classified in trade & other payables in the Statement of
Financial Position and as proceeds from issue of ordinary A Share
capital in the Statement of Cash Flows.
SAFE HARBOUR HOLDINGS PLC
Company number 123821
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. GENERAL INFORMATION
Safe Harbour Holdings plc is an investing company (for the
purposes of the AIM Rules for Companies) and is incorporated in
Jersey and domiciled in the United Kingdom (company number:
123821). It is a public limited company and the address of the
registered office is One Waverley Place, Union Street, St Helier,
Jersey, JE1 1AX, with a UK establishment address of 11 Buckingham
Street, London, WC2N 6DF. The Company is the parent company of Safe
Harbour Holdings UK Limited (company number: 10348545) ("SHHUK")
and Safe Harbour Holdings Jersey Limited (company number: 121981)
("SHHJL"), (collectively, the "Group" or "Safe Harbour"). The
activity of the Company is the acquisition and subsequent
development of assets engaged in business-to-business distribution
and/or business services.
2. BASIS OF PREPARATION AND CHANGES TO THE GROUP'S ACCOUNTING POLICIES
(a) Basis of preparation
These Interim Condensed Consolidated Financial Statements for
the six months ended 30 June 2018 have been prepared in accordance
with the Disclosure Guidance and Transparency Rules of the
Financial Conduct Authority and with IAS 34, 'Interim Financial
Reporting', as adopted by the European Union. The Interim Report
does not include all the notes of the type normally included in an
annual financial report. Accordingly, this Report is to be read in
conjunction with the annual financial statements for the period
ended 31 December 2017, which have been prepared in accordance with
IFRS as adopted by the European Union.
These Interim Condensed Consolidated Financial Statements do not
comprise statutory accounts within the meaning of section 434 of
the Companies Act 2006. Statutory accounts, which are available on
the Company's website, www.safeharbourplc.com, for the period ended
31 December 2017, were approved by the Board of Directors on 12
June 2018 and delivered to the Registrar of Companies. The report
of the auditors on those accounts was unqualified, did not contain
an emphasis of matter paragraph and did not contain any statement
under section 498 of the Companies Act 2006.
All comparative figures included in the Interim Consolidated
Financial Statements are for the period from 1 January 2017 to 30
June 2017 or are as at 31 December 2017.
The balances for the six months ended 30 June 2017 are directly
comparable to those reported for the six months ended 30 June
2018.
(b) New standards and amendments to International Financial Reporting Standards
Standards, amendments and interpretation effective and adopted
by the Group:
The accounting policies adopted in the preparation of these
Interim Consolidated Financial Statements are consistent with those
followed in the preparation of the Group's audited consolidated
financial statements for the period ended 31 December 2017, which
were prepared in accordance with International Financial Reporting
Standards as adopted by the European Union.
IFRS 9 'Financial Instruments' amends the classification and
measurement models for financial assets and adds new requirements
to address the impairment of financial assets. It also introduces a
new hedge accounting model to more closely align hedge accounting
with risk management strategy and objectives. The standard requires
companies to make an election on whether gains and losses on equity
instruments measured at fair value should be recognised in the
Statement of Comprehensive Income or other comprehensive income,
with no recycling. IFRS 9 has been adopted by the Group but has had
no material effect on the Group's results.
Standards issued but not yet effective:
The following standards are issued but not yet effective. The
Group intends to adopt these standards, if applicable, when they
become effective. It is not expected that these standards will have
a material impact on the Group.
Effective date
Standard (period commencing)
IFRS 16 Leases 1 January 2019
IFRIC Uncertainty over Income Tax Treatments 1 January 2019
23
IFRS 17 Insurance Contracts 1 January 2021
3. SEGMENT INFORMATION
The Board of Directors is the Group's chief operating
decision-maker. As the Group had not yet made an acquisition as at
30 June 2018, the Group is organised and operates as one
segment.
4. EXPENSES BY NATURE
Six months Six months
ended 30 ended 30
June 2018 June 2017
----------- -----------
GBP GBP
Group expenses by nature
Staff related costs 473,780 310,077
Office costs 31,922 42,135
Legal & professional fees 591,413 650,349
Other expenses 97,565 94,354
1,194,680 1,096,915
=========== ===========
5. LOSS PER ORDINARY SHARE
Basic earnings per ordinary share is calculated by dividing the
loss attributable to equity holders of the Company by the weighted
average number of ordinary shares in issue during the period.
Diluted earnings per share is calculated by adjusting the number of
ordinary shares outstanding to assume conversion of all dilutive
potential ordinary shares. Incentive Shares (see Note 13) have not
been included in the calculation of diluted earnings per share
because they are anti-dilutive for the periods presented.
Six months Six months
ended 30 ended 30
June 2018 June 2017
------------ ------------
GBP GBP
Group
Loss attributable to the owners
of the parent (1,166,892) (1,096,915)
Weighted average number of ordinary
shares in issue 19,620,628 8,333,336
Basic and diluted loss per share (0.0595) (0.1316)
6. FIXED ASSETS
As at As at
30 June 31 December
2018 2017
------------------------ -----------------------------
Office equipment GBP GBP
Cost
Opening balance 2,981 -
Additions - 2,981
2,981 2,981
------------------------ -----------------------------
Accumulated depreciation
Opening balance (744) -
Charge for the period (438) (744)
------------------------ -----------------------------
Closing balance (1,182) (744)
------------------------ -----------------------------
Net book value
Opening balance 2,237 -
Closing balance 1,799 2,237
======================== =============================
7. INVESTMENTS
Principal subsidiary undertakings of the Group
The Company directly owns the ordinary share capital of its
subsidiary undertakings as set out below:
Subsidiary Proportion Proportion
of ordinary of ordinary
Nature of Country shares held shares
business of incorporation by Company held by
the Group
Safe Harbour Holdings Dormant
UK Limited vehicle England 100% 100%
Safe Harbour Holdings Incentive
Jersey Limited vehicle Jersey 99.97% 100%
8. OTHER RECEIVABLES
All receivables are current. There is no material difference
between the book value and the fair value of receivables.
As at As at
30 June 31 December
2018 2017
--------- -------------
GBP GBP
Amounts falling due within
one year
Prepayments 111,695 15,075
Other receivables 74,471 71,768
186,166 86,843
========= =============
9. TRADE AND OTHER PAYABLES
As at As at
30 June 31 December
2018 2017
--------- -------------
GBP GBP
Trade payables 195,576 149,657
Accruals 246,923 336,692
Other tax and national insurance
payable 28,002 19,092
Other creditors 8,802 7,597
479,303 513,038
========= =============
There is no material difference between the book value and the
fair value of the trade and other payables.
10. STATED CAPITAL
As at As at
30 June 31 December
2018 2017
------------ -------------
GBP GBP
Issued and fully paid
8,333,336 ordinary shares of no
par value issued at GBP1.20 each 10,000,003 10,000,003
18,916,665 ordinary shares of
no par value issued at GBP1.20
each 22,699,998 -
Share issue costs (1,254,480) -
31,445,521 10,000,003
============ =============
All issued shares are fully paid. The holders of ordinary shares
are entitled to receive dividends as declared and are entitled to
one vote per share at general meetings of the Company.
11. RESERVES
The following describes the nature and purpose of each reserve
within shareholders' equity:
Share-based payment reserve
The share-based payment reserve is the cumulative amount
recognised in relation to the equity settled share-based payment
scheme as further described in Note 13.
Retained deficit
Cumulative net gains and losses recognised in the Consolidated
Statement of Comprehensive Income.
12. FINANCIAL INSTRUMENTS AND ASSOCIATED RISKS
The Group has the following categories of financial instruments
at the period end:
As at As at
30 June 31 December
2018 2017
----------- -------------
GBP GBP
Financial assets measured
at amortised cost
Cash and cash equivalents 28,115,926 7,787,775
Deferred costs - 177,000
Other receivables 74,471 71,768
28,190,397 8,036,543
=========== =============
Financial liabilities measured
at amortised cost
Trade payables 195,576 149,657
Accruals 246,923 336,692
442,499 486,349
=========== =============
The fair value and book value of the financial assets and
liabilities are equal.
The Group's risk management policies are established to identify
and analyse the risks faced by the Group, to set appropriate risk
limits and controls and to monitor risks and adherence limits. Risk
management policies and systems are reviewed regularly to reflect
changes in market conditions and the Group's activities. Treasury
activities are managed on a Group basis under policies and
procedures approved and monitored by the Board. These are designed
to reduce the financial risks faced by the Group which primarily
relate to movements in interest rates.
13. SHARE-BASED PAYMENTS
Implementation of share incentive plan
Arrangements have been put in place to create incentives for
those who are expected to make key contributions to the success of
the Group. Success depends upon the sourcing of attractive
investment opportunities, effective execution of transactions, and
the subsequent integration and optimisation of target businesses.
Accordingly, an incentive scheme has been created to reward the key
contributors for the creation of value, once all investors have
received a preferential level of return. To make these arrangements
most efficient, they are based around a subscription for shares in
SHHJL by Rodrigo Mascarenhas in the A1 & A3 Shares, and by
Marwyn Long Term Incentive LP ("MLTI"), in which James Corsellis
and Mark Brangstrup Watts have an indirect beneficial interest, in
the A2 & A3 Shares. The A1 shares, A2 Shares and A3 Shares are
collectively referred to as "Incentive Shares". It is intended that
future management appointees will also share in the scheme and
subscribe for Incentive Shares at a later date.
On being offered, the Company will purchase the Incentive Shares
either for cash or for the issue of new ordinary shares at its
discretion. The valuation of the Incentive Shares is discussed
below. The Incentive Shares may only be sold on this basis if both
the Preferred Return and at least one of the vesting conditions
have been satisfied. If these conditions have not been satisfied
the Incentive Shares must be sold to the Company for a nominal
amount.
Incentive Shares
On 29 September 2016, SHHJL issued 540 A1 Shares of GBP1.00 to
Rodrigo Mascarenhas for consideration of GBP7,290, and 500 A2
Shares of GBP0.02 to MLTI for consideration of GBP10,636, and on 20
February 2018, SHHJL issued 600 A3 to Rodrigo Mascarenhas and 500
A3 Shares MLTI for consideration of GBP2.01 per share
(collectively, the "Incentive Shares"). The A1, A2 and A3 Shares
collectively deliver maximum aggregate value equivalent to 16% of
the excess in the market value of the Company over and above its
aggregate paid up share capital, allowing for any dividends and
other capital movements. The Incentive Shares have been accounted
for in accordance with IFRS 2 "Share-based Payments" as equity
settled share-based payment awards.
Grant date
The date at which the entity and another party agree to a
share-based payment arrangement, for accounting purposes, is the
grant date. The grant date for the A1 and A2 Incentive Shares is
therefore deemed to be 29 September 2016, and the grant date for
the A3 Incentive Shares is 20 February 2018. This is in line with
when the share-based payments were originally awarded.
Preferred return
Incentive arrangements are subject to shareholders achieving a
Preferred Return of at least 10% per annum on a compound basis on
the capital they have invested from time to time (with dividends
and other capital returns being treated as a reduction in the
amount invested at the relevant time).
Service conditions
Rodrigo Mascarenhas has agreed that if he ceases to be involved
with the Group before it completes its Platform Acquisition or in
the first three years following such acquisition then in certain
circumstances a proportion of his Incentive Shares may be
forfeited. Rodrigo's shares vest on a straight line basis over
three years from the date of the Platform Acquisition providing
Rodrigo Mascarenhas leaves in circumstances in which he is deemed
to be a "Good Leaver" (as defined in his subscription agreement).
He will be required to redeem his vested Incentive Shares on the
later of 180 days following his departure date or on the third
anniversary of the Platform Acquisition. If he is deemed a "Bad
Leaver" he will be required to sell his Incentive Shares back to
SHHJL for a total consideration of GBP1.00.
On 20 February 2018 the subscription agreement with MLTI was
amended to include specific service conditions. MLTI has agreed
that if it ceases to have a corporate finance agreement with the
Company/Group before it completes its platform Acquisition or in
the first three years following such acquisition then MLTI will be
required to sell its shares back to SHHJL for a consideration of
GBP1.00. The shares vest on a straight line basis over three years
from the date of the Platform Acquisition provided service
conditions are met.
Vesting conditions and vesting period
The Incentive Shares are subject to certain vesting conditions,
at least one of which must be (and continue to be) satisfied in
order for a holder of Incentive Shares to exercise their redemption
rights and which ends on the fifth anniversary of the date of the
Platform Acquisition or such later date as is agreed between the
Company and the holders of at least 90 per cent. of each of the
Ordinary Shares and the Incentive Shares.
The vesting conditions are as follows:
(i) a sale of all or a material part of the business of the Group;
(ii) a sale of all of the issued Ordinary Shares of the Group occurring;
(iii) a winding up of the Group occurring;
(iv) a sale, merger or change of control of the Company; or
(v) it is later than the third anniversary of the Platform Acquisition.
The Incentive Shares are subject to a three year vesting period
and will lapse after five years. The vesting period commences from
the date of completion of the Platform Acquisition.
Valuation of the Incentive Shares
The value of the Incentive Shares granted under the schemes has
been calculated using a Monte Carlo model. The fair value uses an
ungeared volatility of 24% and is based on a weighted average share
price over the vesting period. An expected term input of four years
has been used, being the midpoint of the period of time between the
date on which an acquisition is expected to take place and the
start and end of the redemption period. The Incentive Shares are
subject to a preferred return, which is a market performance
condition, and as such has been taken into consideration in
determining their fair value. The risk-free rate is taken from
zero-coupon UK Government bonds with a redemption period in line
with the expected term. The model incorporates a range of
probabilities for the likelihood of an acquisition being made of a
given size.
Holding of Incentive Shares
Incentive Shares have been created and shares have been
allocated and issued as at 30 June 2018 as shown in the tables
below.
Nominal Number Subscription Fair value
price of Incentive price at grant
per share shares date
------------- -------------- ------------------- -------------
GBP GBP GBP
Rodrigo Mascarenhas
(A1) 1.00 540 13.50 47,191
Rodrigo Mascarenhas
(A3) 0.01 600 2.01 1,206
Marwyn Long Term Incentive
LP (A2) 0.02 500 21.27 68,836
Marwyn Long Term Incentive
LP (A3) 0.01 500 2.01 1,005
2,140 118,238
============== =============
No Incentive Shares were exercisable at 30 June 2018.
Expense related to Incentive Shares
GBP4,140 (30 June 2017: GBP2,439) has been recognised in the
Group Statement of Comprehensive Income in the period and in the
share-based payment reserve within the Group Statement of Financial
Position as at the period end in relation to the A1 and A3 Shares
together with liabilities of GBP7,290 and GBP1,206
respectively.
The full A2 Share expense of GBP58,000, being the fair value
amount less the subscription proceeds, was recognised in the Group
Statement of Comprehensive Income in 2017, with the total fair
value of the A2 Shares of GBP68,836 recognised in the share-based
payment reserve within the Group Statement of Changes in Equity as
at the period end. The consideration paid by MLTI for its A3 Shares
was equal to the fair value at the grant date; therefore GBP1,005
was recognised in the share-based payment reserve within the Group
Statement of Changes in Equity for the period ended 30 June 2018,
and no additional expense was recognised.
13. RELATED PARTY TRANSACTIONS
Parties are considered to be related if one party has the
ability to control the other party or exercise significant
influence over the other party, or the parties are under common
control or influence, in making financial or operational
decisions.
Mark Brangstrup Watts and James Corsellis are managing partners
of Marwyn Capital LLP which provides
corporate finance advice and various office and finance support
services to the Company. During the period Marwyn Capital LLP was
paid a total of GBP477,717 (31 December 2017: GBP608,454) (net of
VAT as applicable). Marwyn Capital LLP was owed an amount of GBPnil
(31 December 2017: GBP58,401) at the balance sheet date.
Mark Brangstrup Watts and James Corsellis are managing partners
of Marwyn Investment Management LLP which incurred costs on behalf
of the Group which it recharged. During the period Marwyn
Investment Management LLP charged GBP767 (31 December 2017:
GBP102,522) in respect of recharged costs and was owed GBPnil (31
December 2017: GBPnil) at the balance sheet date.
Mark Brangstrup Watts and James Corsellis are the ultimate
beneficial owners of Marwyn Partners Limited which incurred costs
on behalf of the Group which it recharged. During the period Marwyn
Partners Limited charged GBP4,738 (31 December 2017: GBP96,064) in
respect of recharged costs and was owed GBPnil (31 December 2017:
GBP307) at the balance sheet date.
Mark Brangstrup Watts and James Corsellis are the ultimate
beneficial owners of Axio Capital Solutions Limited which provides
company secretarial, administrative and accounting services to the
Group. During the period Axio Capital Solutions Limited charged
GBP126,696 (31 December 2017: GBP254,218) in respect of services
supplied. Axio Capital Solutions Limited was owed an amount of
GBP25,000 (31 December 2017: GBP8,527) at the balance sheet
date.
14. COMMITMENTS AND CONTINGENT LIABILITIES
There were no commitments or contingent liabilities outstanding
at 30 June 2018 that require disclosure or adjustment in these
financial statements.
15. POST BALANCE SHEET EVENTS
On 16 August 2018, Rodrigo Mascarenhas sold his A1 Shares and A3
Shares to the Company for total consideration of GBP18,725. These
Shares were subsequently redeemed and cancelled by SHHJL. On 27
September 2018, The PRX Trust, of which Rodrigo Mascarenhas is a
beneficiary, subscribed for 540 new A1 Shares and 600 new A3 Shares
in the capital of SHHJL for a total price of GBP18,725. The new A1
and A3 shares contain commercial terms exactly the same as the
previous A1 and A3 shares and have been treated as replacement
awards under IFRS 2. Therefore, the grant dates, grant date fair
values, vesting periods and vesting conditions for the new A1 and
A3 shares are the same as the equivalent shares cancelled.
SAFE HARBOUR HOLDINGS PLC
ADVISERS
Corporate Finance Adviser Company Secretary and Administrator
Marwyn Capital LLP Axio Capital Solutions Limited
11 Buckingham Street One Waverley Place, Union Street,
London, WC2N 6DF St Helier,
Jersey, JE1 1AX
Principal Bankers Solicitors to the Company (Jersey
Barclays Bank plc Law)
1 Churchill Place Ogier
London, E14 5HP 44 Esplanade, St Helier
Jersey, JE4 9WG
Solicitors to the Company (English
and UK Law) Registrars
Covington & Burling LLP Link Market Services (Jersey)
265 Strand Limited
London, WC2R 1BH 12 Castle Street, St Helier
Jersey, JE2 3RT
Independent Auditors
PricewaterhouseCoopers LLP Public Relations Adviser
1 Embankment Place Tulchan Communications Group
London, WC2N 6RH 85 Fleet Street
London, EC4Y 1AE
Nominated Adviser
Cenkos Securities plc
6.7.8 Tokenhouse Yard
London, EC2R 7AS
Telephone: 020 7397 8900
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 QDLFLVKFZBBX
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