TIDMTAVI
RNS Number : 0320Z
Tavistock Investments PLC
15 May 2019
TAVISTOCK INVESTMENTS PLC
("Tavistock", "Company" or "Group")
RESULTS FOR THE YEARED 31 MARCH 2019
Tavistock, the AIM quoted investment management company,
announces its financial results for the year ended 31 March
2019.
Financial highlights:
-- Maiden interim dividend of 0.01p per share declared in light of continued strong performance
-- 101% increase in EBITDA to GBP1.48 million on gross revenue
of GBP27.3 million (2018: GBP734,000 on gross revenue of GBP28.8
million)
-- 775% increase in cash generated from operations to GBP1.2 million (2018: GBP137,000)
Operational highlights:
-- Continued increase in funds under management for the 5th consecutive year:
-- 9% increase in discretionary FUM to GBP945 million (2018: GBP866 million)
-- 33% increase in revenue for Tavistock Wealth to GBP4.8 million (2018: GBP3.6 million)
-- Launch of two new protected products, the ACUMEN Capital
Protection Portfolio (ACPP) and ACUMEN Income Protection Portfolio
(AIPP):
-- Products offer contractual high watermark guarantees at 90%
and 85% respectively, provided by Morgan Stanley & Co.
International Plc
-- Products attracted over GBP100 million of inflows by year end
-- Launch of i-stock - free D2C app
-- A smartphone app that provides retail investors with direct
access to Tavistock Wealth funds, through a free of charge ISA
and/or General Investment Account
-- A SIPP (self-invested pension plan) and other Tavistock
Wealth funds will be made available in due course, alongside
white-label capabilities for strategic partners
-- Continued expansion through partnerships:
-- The Company established Tavistock Law, which was endorsed by
The Law Society as its preferred supplier of investment advice to
its approximately 14,000 private client members
-- The Company announced a strategic relationship with
Lighthouse Group and as part of the arrangement, Lighthouse
acquired a 5.3% holding in the Company.
Brian Raven, Group Chief Executive, said: "The payment of a
maiden interim dividend marks the achievement of a long held
strategic objective and demonstrates the strength of our business
model. Our protected products have been universally well received
and we will continue to focus on making them as widely available as
possible. We intend to disrupt the D2C space with our free of
charge app. We aim to continue to improve the Group's profitability
and manage a regular and growing dividend stream for the benefit of
our shareholders."
For further information:
Tavistock Investments plc Tel: 01753 867000
Oliver Cooke, Chairman
Brian Raven, Chief Executive
Arden Partners Plc Tel: 020 7614 5900
Paul Shackleton
Allenby Capital Limited Tel: 020 3328 5656
Nick Naylor
Nick Athanas
Vested EMEA Tel: 020 3890 8122
Paul Andrieu
Sofia Romano
TAVISTOCK INVESTMENTS PLC
CHAIRMAN'S STATEMENT
FOR THE YEARED 31 MARCH 2019
I am pleased to advise that the Group has reported a doubling in
the level of adjusted EBITDA (EBITDA adjusted to exclude the impact
of share based payments and exceptional items) achieved during the
year, which demonstrates the strength of the business model and the
considerable contribution being made by the management team.
Investment Management
Tavistock Wealth has performed well during the year and has
increased revenues by 33% from GBP3.6 million in the previous year
to GBP4.9 million in the current year. FUM continued to grow during
the year, as it has for the past five years, from GBP866 million at
31 March 2018 to GBP945 million at 31 March 2019; growth of GBP79
million (9.1%).
http://www.rns-pdf.londonstockexchange.com/rns/0320Z_2-2019-5-14.pdf
Market gains during the first quarter of 2019 enabled us to
recover from the impact of sharp market falls in November and
December 2018, though these were sufficient to slow the overall
pace of growth achieved over the full year.
Industry recognition also improved during the year with
Tavistock Wealth a finalist in four national awards, including
Money Marketing Best Investment Fund Group, Growth Investor's
Wealth Manager of the Year and Moneyfacts Best Discretionary Fund
Manager for which it was commended.
The two protected funds launched in May 2018, the ACUMEN Capital
Protection Portfolio ("ACPP") and the ACUMEN Income-Protection
Portfolio ("AIPP"), with contractual high watermark guarantees at
90% and 85% respectively provided by Morgan Stanley & Co
International plc, continue to be universally well received. These
funds are believed to be unique in the UK Market and they have
attracted more than GBP200 million of inflows since launch.
In June 2018, the FCA (Financial Conduct Authority) published a
survey, entitled Financial Lives, which indicated that 78% of those
approached would rather be safe than sorry when making investment
decisions. Given this finding, and widespread concern about Brexit,
the bond market, the duration of the equity bull run and the
potential for recession, management believe the ACPP and the AIPP
to be the right products being offered at the right time; they have
the potential to deliver enormous benefit to the Group over the
coming years.
The Board's challenge is to make these products available to as
wide an audience as possible, as rapidly as possible. With this
strategic objective in mind, management are focused on the
development and pursuit of a number of key initiatives.
The first of these is to partner with large scale organisations
capable of generating significant fund inflows. Two such
partnership arrangements (described below) have now been entered
into and a number of other potential relationships remain under
discussion.
The Law Society
The Law Society is a 200 year old institution with 197,000
members. Following close consultation with the Society's marketing
team and with the Chairs of two of its key private client
committees, Tavistock has established a specialised business,
Tavistock Law, which has been formally endorsed by the Society as
its preferred supplier of investment advice to the approximately
14,000 Law Society private client members that practice in the
fields of Trusts and Court of Protection awards. The ACPP and AIPP
are considered to be ideally suited to the needs of Trustees and
their beneficiaries. Tavistock Law is the only financial advice
business in the UK endorsed by the Law Society and we look forward
to working closely with the Society's members for the benefit of
their clients.
Lighthouse Group plc
In November 2018, the Company announced the establishment of a
strategic relationship with Lighthouse Group, one of the leading
financial advisory businesses in the UK, with some 400
advisers.
Tavistock has now developed and will distribute investment
products and services under the Luceo brand (Lighthouse's
proprietary range of investment solutions) to clients of Lighthouse
through that group's adviser base. These will include the ACPP and
the AIPP and may be extended to include other investment solutions
available through Tavistock. It is estimated that Lighthouse Group
currently has some GBP5 billion of assets under advice and places
about GBP1 billion of new investment and pension fund investments
on behalf of clients each year. Lighthouse is also the preferred
supplier of financial advice to 23 affinity group partners and
their aggregate membership of more than 6 million individuals.
As part of the arrangements, Lighthouse acquired a 5.3% holding
in the Company by subscribing for 30,487,805 new ordinary shares of
1p each at a price of 3.28 pence per share.
Initial fund inflows from both of these relationships are
anticipated over the coming months.
i-stock
To access the wider retail market in the UK the Company has
developed and launched an innovative D2C proposition which has been
branded as i-stock.
i-stock is a smartphone app that provides retail investors with
direct access to Tavistock Wealth funds, initially the 90%
guaranteed ACPP, with or without the assistance of a financial
advisor. The app is available from the APP Store, Google Play or
downloadable as a PWA app from the i-stock website. The app is an
access tool and does not itself provide any form of investment
advice to the user. The i-stock website and app enable a user to
open an ISA and/or General Investment Account, invest in Tavistock
Wealth funds, and receive daily updates on the value of their
investments. Registration and use of the app is free of charge and
in due course, the app's functionality will be expanded to provide
access to additional investment products and services, most notably
a SIPP (self-invested pension plan) and other Tavistock Wealth
funds will be made available.
In due course the app could be rebranded to provide Lighthouse
or any of its affinity group partners and their aggregate
memberships access to Tavistock Wealth's investment products.
Significant inflows of funds could be achieved were even modest
levels of individual investment to be made by a high volume of
i-stock users.
The Tavistock Fund SCA SICAV - RAIF
As has been referred to on previous occasions, we have been
developing a qualified pipeline of overseas based private banks and
family offices who have expressed interest in investing in the
Company's protected funds. To facilitate such investment, we have
established a Luxembourg regulated fund structure - a Reserved
Alternative Investment Fund ("RAIF").
The RAIF has now been admitted to trading on the Luxembourg
Stock Exchange. It currently has a single sub-fund, the Tavistock
Guaranteed Portfolio, which will hold a combination of cash
together with investments in the ACPP and AIPP structured to
provide investors with 90% protection. Investment in the RAIF can
be made on a global basis via Euroclear, Clearstream and a number
of other worldwide trading platforms.
Advisory
One of the Board's strategic objectives is to ensure as far as
possible that the regulatory risk associated with the Group's
advisory business is minimised and that the risk is appropriately
matched against potential commercial reward. In pursuit of this
objective, we have during the year successfully encouraged a number
of poorer performing appointed representative firms to leave the
Group.
As a consequence of this policy, and of the added burden placed
upon advisers by the introduction of MiFID II, gross revenues
generated by the advisory business fell by 11% from GBP25.2 million
in the year ended 31 March 2018, to GBP22.5 million in the year to
31 March 2019.
Financial Performance
As mentioned at the outset, the Group has achieved a doubling in
the level of adjusted EBITDA reported during the year, on reduced
gross revenue, demonstrating both the strength of the Company's
business model and the contribution of the management team.
Reported EBITDA rose by 101% to GBP1.48 million on gross revenue
of GBP27.3 million (year ended 31 March 2018: adjusted EBITDA of
GBP734,000 on gross revenue of GBP28.8 million). At the year end,
the Group had net assets of GBP20 million (31 March 2018: GBP18.7
million). The Group generated GBP1.2 million from operations (31
March 2018: GBP137,000) and having raised GBP3.35 million of new
equity capital, loan and lease funding and made payments during the
year of GBP4.38 million on loan repayments, finance costs, deferred
consideration obligations, the purchase of client books and the
development of key initiatives, the Group maintained the level of
its cash resources at GBP3.1 million (31 March 2018: GBP3.1
million).
Adjusted EBITDA is highlighted in the table below. This is
considered to be the most appropriate measure of the Group's
performance as it removes the distorting effect of one-off gains
and losses that arise on acquisitions, and the impact of non-cash
items.
The financial performance of the Group during the past two years
can be summarised as follows:
Year ended Year ended Movement
31 Mar 2018 31 Mar 2019
GBP'000 GBP'000
Gross Revenues 28,812 27,342 5% decrease
------------- ------------- --------------
Adjusted EBITDA 734 1,475 101% increase
------------- ------------- --------------
Depreciation & amortisation (971) (1,053) 8% increase
------------- ------------- --------------
Share based payments* *(135) (248) *84% increase
------------- ------------- --------------
(Loss)/Profit from Operations
- before exceptional items (372) 174 147% increase
------------- ------------- --------------
Exceptional items 861 (18)
------------- ------------- --------------
Reported Profit from Operations 489 156 68% decrease
------------- ------------- --------------
Earnings/(Loss) per share 0.05p 0.00p
------------- ------------- --------------
Net assets at year end 18,690 19,996 7% increase
------------- ------------- --------------
Cash Resources at year end 3,111 3,116
------------- ------------- --------------
-- The share-based payment charge in the year ended 31 March
2018 had been reduced by c. GBP73k as a consequence of the
elimination of the charge associated with a business disposed of in
that year.
In November 2018, the Company successfully raised GBP1.25
million of additional equity capital, before costs, through the
issue of 38,109,756 new ordinary shares of 1 penny each at a price
of 3.28 pence per share. This fundraising enabled the Company to
replace an existing, and relatively expensive, GBP2 million debt
facility with a new GBP2 million five-year facility from NatWest
Bank at a lower rate of interest. It is estimated that the Group
will save some GBP100,000 per annum in interest as a consequence of
the change. The fundraising also strengthened the Company's
regulatory capital position as the business continues to grow.
Future Prospects
The business has performed well during the year, despite
challenging market conditions, and the graph below illustrates the
progress that the Company has achieved over the past few years.
http://www.rns-pdf.londonstockexchange.com/rns/0320Z_1-2019-5-14.pdf
The Group benefits from a high degree of earnings visibility and
based upon the anticipated revenue from existing FUM, and the
Group's current cost base, it would be reasonable to anticipate
that the Group will continue to report significantly improved
performance for the current financial year.
Considerable focus has been placed on the development and
introduction of the key initiatives referred to above and it would
be reasonable to anticipate that these will begin to contribute to
the Group's performance in the current year.
Whilst there can be no certainty as to the level or timing of
fund inflows, any continued growth in the level of FUM will enhance
the Group's results.
In summary, the Board considers the Group's prospects to be
excellent.
Maiden Interim Dividend
The introduction and management of a dividend stream for the
benefit of shareholders has for some time been one of the Board's
prime objectives. It is therefore with some pleasure that I am able
to advise that, in light of the Group's continued strong
performance and its excellent prospects, we will be paying a maiden
interim dividend of 0.01p per share to those shareholders who are
on the Company's share register as at 28 June 2019.
The payment of this maiden interim dividend marks a significant
moment in the Group's development, and we look forward to
increasing the level of dividend payment in future years as the
business continues its upward trajectory.
I would like to take the opportunity to acknowledge the
significant contribution made during the year by our excellent
staff and to thank them, and in particular, the management team,
for their hard work and dedication.
I look forward to updating you further.
Oliver Cooke
Chairman
14 May 2019
TAVISTOCK INVESTMENTS PLC
STRATEGIC REPORT
FOR THE YEARED 31 MARCH 2019
Business Review
During the year the Group achieved a doubling in the level of
adjusted EBITDA, on reduced gross revenue, demonstrating the
strength of the Company's business model and the contribution of
the management team. As highlighted in the table on pages 4-5 the
Company also achieved a marked improvement in the level of profit
from operations before exceptional items.
The Board's prime objective is to continue to grow the level of
funds under management, as the provision of investment management
services on a discretionary basis lies at the heart of the Group's
commercial activities.
The performance of the Group's investment management business
has been underpinned by a high level of fund retention and was
enhanced by the launch of the two new protected products, the ACPP
and AIPP. These products have been universally well received and
considerable management focus has been given to making these funds
available to as wide an audience as possible in as short a
timescale as possible. During the year a total of GBP1.10 million
has been invested in the key initiatives designed to achieve this
strategic objective. In the financial statements GBP944,000 of this
sum has been capitalised as intangible assets and the remaining
GBP153,000 has been treated as a prepayment. These initiatives have
been described in the Chairman's Statement and are anticipated to
begin to bear fruit in the current financial year and to contribute
more extensively in future years.
Another important strategic objective is to ensure as far as
possible that the regulatory risk associated with the Group's
advisory business is minimised and that it is appropriately matched
to potential commercial reward. In pursuit of this objective, we
have during the year successfully encouraged a number of poorer
performing appointed representative firms to leave the Group.
As a consequence of this policy, and of the added burden placed
upon advisers by the introduction of MiFID II, gross revenues
generated by the advisory business fell by 11% in the year from
GBP25.2 million in the previous year to GBP22.5 million in the
current year. However, we now have a much firmer base upon which to
develop this business over the coming years.
The Chairman's Statement contains further details on the
progress and financial performance of the Group.
In the current financial year, the Board's focus will be on the
following areas:
-- continuing the growth in FUM,
-- improving access to the Group's products and services
-- the development of further relationships with strategic channel partners
-- encouraging the use of the Group's investment management
services by advice firms outside of the Group's ownership,
-- facilitating direct investment in the Group's protected products by retail customers
-- developing an overseas operation, and
-- potentially, further selective acquisitions.
Financial Review
As mentioned in the Chairman's Statement, the Group has achieved
a doubling in the level of adjusted EBITDA reported during the
year, on reduced gross revenue. Adjusted EBITDA is one of the key
performance indicators recognised by management, as is the level of
funds under management by the Group.
The reduction in gross revenue came as a consequence of
encouraging a number of the poorer performing appointed
representative firms to leave the Group. The improved profitability
followed as a result of the 33% increase in revenue within the
investment management business, from GBP3.6 million in the previous
year to GBP4.9 million in the current year. FUM continued to grow
during the year, as it has for the past five years, from GBP866
million at 31 March 2018 to GBP945 million at 31 March 2019; growth
of GBP79 million (9.1%).
Reported EBITDA rose by 101% to GBP1.48 million on gross revenue
of GBP27.3 million (year ended 31 March 2018: adjusted EBITDA of
GBP734,000 on gross revenue of GBP28.8 million). At the year end,
the Group had net assets of GBP20 million (31 March 2018: GBP18.7
million).
The Group generated GBP1.2 million from operations (31 March
2018: GBP137,000) and having raised GBP3.35 million of new equity
capital, loan and lease funding and made payments during the year
of GBP4.38 million on loan repayments, finance costs, deferred
consideration obligations, the purchase of client books and the
development of key initiatives, the Group maintained the level of
its cash resources at GBP3.1 million (31 March 2018: GBP3.1
million).
As part of the key initiatives referred to above, the Group
invested a total of GBP1.10 million on the development of a
smartphone app, branded as i-stock, together with a number of
proprietary funds and other propositions each of which has been
designed to generate additional inflows of funds, thereby enhancing
the profitability of the Group in future years. Of this investment
GBP944,000 has been capitalised and will be amortised over the
anticipated useful life of each initiative which is currently
estimated to be five years. The remaining GBP153,000 has been
treated as a prepayment and will be released to the Profit or Loss
account over the three year life of that initiative.
Risks and Uncertainties
The principal commercial risk facing the business relates to the
continued growth in the level of FUM.
As has been referred to, both above and in the Chairman's
Statement, a number of key initiatives designed to generate
significant inflows of funds are being pursued by the Board. The
Board remains confident that these will enable the good progress
that has been made to date to continue; however, there can be no
certainty that the historic pace at which FUM have grown will
continue into the future.
Global financial markets have experienced periods of
considerable turbulence over the last year and these are likely to
continue for the foreseeable future. In depth research, the
targeting of globally diversified multi-asset portfolios and the
judicious use of currency hedging by our investment team are
anticipated to mitigate some of the associated effects.
The economic consequences resulting from BREXIT arrangements
remain unknown and these could have a marked impact on markets in
the short to medium term.
By way of a silver lining, uncertain market conditions greatly
enhance the appeal of the Group's protected products.
The Group continues to face the usual risks of operating within
a regulated environment, but to mitigate these risks the Board
actively promotes an ethos of acting at all times with honour,
dependability and vigilance, and a culture in which the client is
placed at the centre of everything that the Company does.
The Board considers that the Group has sufficient working
capital for its current needs.
Future Prospects
The Group has continued to achieve strong growth in the level of
adjusted EBITDA and has declared the payment of a maiden interim
dividend to those shareholders who are on the Company's share
register as at 28 June 2019. This represents a significant
milestone in the development of the business.
In light of this performance, the progress made with the key
initiatives and the positive reception given to the protected
products, the Board considers the future prospects for the business
to be excellent.
I look forward to updating you on our progress.
Approved by the Board of Directors and signed on its behalf
by
Oliver Cooke
Chairman
14 May 2019
TAVISTOCK INVESTMENTS PLC
CORPORATE GOVERNANCE REPORT
FOR THE YEARED 31 MARCH 2019
The Directors of Tavistock Investments plc recognise the
importance of good corporate governance and in line with the London
Stock Exchange's recent changes to the AIM Rules, requiring all
AIM-listed companies to adopt and comply with a recognised
corporate governance code, have chosen to adopt the Quoted
Companies Alliance Corporate Governance Code (the "QCA Code"), as
the basis of the Company's governance framework.
The Board believes that good corporate governance reduces risks
within the business, promotes confidence and trust amongst its
stakeholders and is an important part of the effectiveness and
efficiency of the Company's management framework. The Board
considers that the Company complies with the QCA Code so far as is
practicable having regard to the size, nature and current stage of
the Company's development. The Company will provide annual updates
on its compliance with the QCA Code.
The QCA Code includes ten broad principles that the Company
strives to implement in order to deliver growth to its shareholders
in the medium and long-term. These principles and the manner in
which the Company seeks to comply with them can be summarised as
follows.
COMPANY'S APPLICATION OF THE QCA CODE
The Company's application of the ten principles of the QCA Code
are set below:
Principle 1:
Establish a strategy and business model which promote long-term
value for shareholders
-- The management of retail investors' funds on a discretionary
basis lies at the heart of the Group's operations. The basis upon
which the Group's investment management business has developed its
funds, and the manner in which those funds are managed, have been
designed to ensure, as far as it is practical to do so, that this
business operates with a substantially fixed cost base. Once this
cost base has been exceeded and the investment management business
becomes profitable, which it has already achieved, the incremental
revenues earned from additional inflows of FUM flow directly
through to its bottom line and enhance the profitability both of
the investment management business and of the Group. The business
has developed very high levels of asset retention.
-- The Group's advisory business should trade profitably in its
own right and in addition represents a channel for the potential
distribution of the Group's funds, subject to their being suitable
for each client's individual circumstances.
-- The Board's focus is on managing the regulatory risks
associated with the operation of an advisory business and on
developing other distribution channels capable of generating
substantial fund inflows thereby enhancing the Group's
profitability.
-- Key risks have been addressed in the Strategic Report.
Principle 2:
Seek to understand and meet shareholder needs and
expectations
-- To ensure that its strategy, operational results and
financial performance are clearly understood, the Company is
committed to engaging with and updating its shareholders through
its regulatory announcements, and practices two-way communication
with both its institutional and private investors.
-- The Company believes that shareholder expectations are most
effectively managed through the release of regulatory announcements
and through discussion with shareholders at the Company's AGM. All
Board members endeavour to attend the AGM in person.
-- The Executive Directors meet regularly with the Company's
major shareholders and ensure that the views expressed by them are
communicated fully to the Board.
-- Board members make themselves available to meet with
shareholders and with potential investors as and when required.
Principle 3:
Take into account wider stakeholder and social responsibilities
and their implications for long-term success
-- The Company recognises the importance of engagement with its
stakeholder groups, which, in addition to investors, include its
employees, clients, strategic partners and the relevant
authorities. It also seeks to treat each of these groups in a fair
and open manner.
-- The Company supports a national charity, the Clock Tower
Foundation, and the involvement of staff in various local and
national fund-raising events.
-- The Company endeavours to take account of feedback received
from these stakeholders, and where appropriate to revise and
improve its working arrangements.
-- Environmental responsibility and sustainability are important
to the Company, and a number of initiatives have been pursued to
improve the recycling of paper and to reduce the use of
plastics.
Principle 4:
Embed effective risk management, considering both opportunities
and threats, throughout the organisation
-- The risks and uncertainties facing the Group are summarised in the Strategic Report.
-- The Company has in place a robust and effective Compliance
department and regime, as it is required to do by Regulation.
Regular reports are prepared by this department and are submitted
for review by the Board.
-- The Group has also established a separate Risk Committee,
which examines and assesses the risks associated with all aspects
of the Group's operations. Regular reports are prepared by this
committee and are submitted for review by the Board.
-- Risks and opportunities are considered by the Board and by
the Group's management board, which is comprised of the Executive
Directors and the heads of all major Group functions, and meets on
a monthly basis.
Principle 5:
Maintain the board as a well-functioning, balanced team led by
the chair
-- The composition, roles and responsibilities of the Board and
of the various Committees are set out on page 12 of the Report and
Accounts. The number of meetings held, and Directors' attendance is
also detailed.
-- To enable the Board to discharge its duties in an effective
manner, all Directors receive appropriate and timely information.
Briefing papers are distributed to all participants for
consideration ahead of meetings. All meetings are minuted, and the
accuracy of the minutes is confirmed at the subsequent meeting
before being approved and signed by the Chairman.
-- Both the Chairman, Oliver Cooke, and the Chief Executive,
Brian Raven, have considerable experience of operating at board
level in public and in private companies. The Chairman is a
qualified Chartered Accountant and has served as finance director
on the boards of various public companies. The Chief Executive has
held a number of sales, operational and leadership roles at board
level within public companies. The Non-Executive Directors, Roderic
Rennison and Peter Dornan, both have extensive sector knowledge and
experience and come from strong regulatory backgrounds.
-- The Executive Directors devote the whole of their time to the
business of the Group. The Non-Executive Directors devote one to
two days per month to their duties.
-- Under the terms of their contracts, the Non-Executive
Directors are required to obtain the prior written consent of the
Board before accepting additional commitments that might conflict
with the interests of the Group or impact the time that they are
able to devote to their role as a Non-Executive Director of the
Company.
-- The Company does not have a separate Nominations Committee as
this is considered unnecessary given the Company's size and stage
of development. The need for such a committee will be kept under
review by the Board as the Company develops.
Principle 6:
Ensure that between them the directors have the necessary
up-to-date experience, skills and capabilities
-- Biographies for each of the Directors can be found in the Directors' Report.
-- The Chairman complies with the continuing professional
development requirements of the Institute of Chartered Accountants
in England and Wales, of which he is a long-standing member. The
Chief Executive Officer, in conjunction with other members of the
executive team, ensures that the directors' knowledge is kept up to
date on key issues and developments pertaining to the Company, its
operational environment and to the Directors' responsibilities as
members of the Board. During the course of the year, Directors have
consulted and received advice as well as updates from the nominated
advisors, brokers, company secretary, legal counsel and various
other external advisers on a number of matters, including corporate
governance.
-- From time to time, members of the Board also participate in industry forums.
Principle 7:
Evaluate board performance based on clear and relevant
objectives, seeking continuous improvement
-- The Group has established separate Remuneration and Audit
Committees and through their operation the Non-Executive Directors
are able to monitor and assess the performance of the Executive
Directors and to hold them to account.
-- The respective Board members periodically review and
cross-evaluate the Board's performance and effectiveness in the
Company. It is intended that the Board will in due course create a
more formal process that will focus more closely on objectives and
targets for improving performance.
-- Directors' performance is open to assessment by shareholders
and all Directors are subject to re-election by the shareholders at
least once in every three years.
Principle 8:
Promote a corporate culture that is based on ethical values and
behaviours
-- The Company's ethos is, to act at all times with honour,
dependability and vigilance, and it actively promotes a culture in
which the client is placed at the centre of everything that the
Company does.
-- The Company is also committed to providing a safe and secure
environment for its employees, with its policies and procedures
enshrined in the Company's Employee Handbook, which provides a
guideline for employees on the day-to-day operations of the
Company.
-- The Company promotes a transparent, flexible and open culture
avoiding discrimination on the basis of gender, religious belief,
age, ethnicity or sexual orientation.
-- The Company is committed to environmental responsibility and sustainability.
Principle 9:
Maintain governance structures and processes that are fit for
purpose and support good decision-making by the board
-- Good decision making requires information, consideration,
discussion and challenge followed by action, communication and the
acceptance of collective responsibility. Directors with the
confidence to express their views, together with the prior
circulation of briefing papers, the open conduct of Board meetings
and the accurate minuting of outcomes enable this to be
achieved.
-- The avoidance of conflicts of interest, through the
delegation of responsibility for certain areas, such as audit and
remuneration, to specialist committees, has strengthened the
governance structure within the Company.
Principle 10:
Communicate how the Company is governed and is performing by
maintaining a dialogue with shareholders and other relevant
stakeholders
-- Information on the Company's progress and its financial
performance is disseminated to shareholders and to the market
through the announcement of its full-year and half-year results,
the posting of such announcements onto the Company's website and by
mailing copies of the Annual Report and Accounts to shareholders.
It is also made available for discussion with shareholders at the
Company's AGM.
-- Departmental heads meet monthly to discuss progress within
their areas of responsibility and to be briefed on the Company's
progress.
-- Other members of staff are briefed informally on an ad-hoc
basis and more formally through a series of presentations delivered
to them at the annual Company Day.
BOARD OF DIRECTORS AND BOARD COMMITTEES
The Board is responsible for formulating, reviewing and
approving the Group's strategy, budgets and corporate actions. The
Board is also responsible for ensuring a healthy corporate culture.
The Board currently comprises two Executive Directors and two
Non-Executive Directors.
The Executive Directors are:
Oliver Cooke Chairman
Brian Raven Chief Executive Officer
The Non-Executive Directors are:
Roderic Rennison
Peter Dornan
The Non-Executive Directors have a strong compliance background
and are considered to be independent. All Directors are required to
stand for re-election at least once in every three years.
All members of the Board are equally responsible for the
management and proper stewardship of the Group. The Non-Executive
Directors are independent of management and free from any business
or other relationship with the Company or Group and are thus able
to bring independent judgment to issues brought before the
Board.
The Board meets at least ten times per year and more frequently
where necessary to approve specific decisions. Directors may take
independent professional advice at the Company's expense.
The Board has established two Committees with clearly defined
terms of reference and detailed below are the members of the
Committees and their duties and responsibilities.
Audit Committee
The Audit Committee has primary responsibility for monitoring
the quality of internal controls and ensuring that the financial
performance of the Group is properly measured and reported on. It
receives reports from the Group's management and auditors relating
to the interim and annual accounts and the accounting and internal
control systems in use throughout the Group.
The members of the Audit Committee are as follows:
Peter Dornan (Non-Executive Director) Chairman
Roderic Rennison (Non-Executive Director)
The Committee determines the terms of engagement of the
Company's auditors and, in consultation with the auditors, the
scope of the audit. The Audit Committee has unrestricted access to
the Company's auditors.
During the year under review the Audit Committee met twice and
all members of the Committee were in attendance.
Remuneration Committee
The Remuneration Committee is comprised of the two Non-Executive
Directors, Roderic Rennison and Peter Dornan, and is chaired by
Roderic Rennison.
The Remuneration Committee reviews the performance of the
Executive Directors and makes recommendations to the Board on
matters relating to their remuneration packages and terms of
employment.
The Committee also makes recommendations to the Board on
proposals for the granting of share options and other equity
incentives pursuant to any share option scheme or equity incentive
scheme in operation from time to time.
No Director may vote in connection with any discussions
regarding his own remuneration.
For the period under review, one Remuneration Committee meeting
was held, and all members of the Committee were in attendance.
Nomination Committee
The Directors do not consider it necessary, or appropriate, to
establish a Nomination Committee given the size of the Company.
TAVISTOCK INVESTMENTS PLC
DIRECTORS' REPORT
FOR THE YEARED 31 MARCH 2019
Principal Activities, Review of the Business and Future
Developments
The principal activities of the Group during the period were the
provision of investment management services and the provision of
support services to a network of financial advisers. The key
performance indicators recognised by management are operating
profit, as represented by adjusted EBITDA, and the level of funds
under management by the Group.
An overall review of the Group's trading performance and future
prospects is given in the Chairman's Statement and in the Strategic
Report. The Group is not materially impacted by environmental
matters and as a consequence does not offer comment on them.
Substantial shareholdings
The Company has been advised of the following interests in more
than 3% of its ordinary share capital as at 13 May 2019:
Name Number of % of
Shares Ordinary Shares
Brian Raven 63,855,712 11.10%
Andrew Staley 55,953,204 9.73%
Lighthouse Group Plc 30,487,805 5.30%
Christopher Peel 29,618,627 5.15%
Kevin Mee 27,475,963 4.78%
Paul Millott 26,902,417 4.68%
Helium Rising Stars 26,873,378 4.67%
Oliver Cooke 26,188,556 4.55%
Directors
Details of the Directors of the Company who served during the
period are as follows:
Oliver Cooke
Chairman, aged 64
Oliver has over 36 years of financial and business development
experience gained in a range of quoted and private companies
including over twenty years' experience as a public company
director. He has considerable experience in the fields of corporate
finance, strategic transformation, acquisitions, disposals and
fundraisings. Oliver is a Chartered Accountant and a Fellow of the
Association of Chartered Certified Accountants.
Brian Raven
Group Chief Executive, aged 63
Brian has been involved in the financial services sector since
2010. He has a wide range of business experience, having held many
sales and general management posts at senior management and board
level, including running public companies on both AIM and the
Official List. Most notably, in 1991 Brian founded Card Clear Plc,
subsequently renamed Retail Decisions plc, a business engaged in
combating the fraudulent use of plastic payment cards. He led the
company until 1998 by which time it was an international group,
listed on AIM, with a market capitalisation of some GBP100 million.
As a principal, Brian has been responsible for identifying,
negotiating and integrating numerous acquisitions, as well as for
delivering organic growth.
Roderic Rennison
Non-Executive Director, Chairman of Remuneration Committee, aged
63
Roderic has more than 40 years of experience in financial
services encompassing a variety of roles including sales, strategy,
product development, proposition, operations and latterly
acquisitions, mergers, and integrations together with corporate
affairs, risk and regulatory matters. He provides consultancy
services in the sector to a range of providers, fund managers and
intermediaries and particularly specialises on RDR, for which he
chaired the professionalism and reputation work stream.
Peter Dornan
Non-Executive Director, Chairman of Audit Committee, aged 63
Peter has spent more than 40 years in the financial services
industry. Having joined AEGON in 1981 as a sales consultant he
progressed through a series of sales and general management
positions to being appointed to the executive management board in
1999. He had executive responsibility for post-acquisition
integration of a number of businesses including Guardian Assurance,
Positive Solutions and Origen. Peter was also responsible for
Scottish Equitable International in Luxembourg from 1996 until 2002
and was appointed chairman of AEGON Ireland when it was launched in
2002. Since 2012, Peter has acted as a consultant to a number of
businesses within the financial services sector with a particular
emphasis on governance, risk management and financial controls.
Diversity
Tavistock is an equal opportunities employer and does not
discriminate against staff on the basis of disability, age,
religious belief, gender, ethnicity or sexual orientation.
Communication with shareholders
The Chairman and the Chief Executive are available to meet with
institutional shareholders and to answer questions from private
shareholders. The Board is open to receiving constructive input
from shareholders. Each shareholder receives a copy of the annual
report, which contains the Chairman's Statement. The annual and
interim reports, together with other corporate press releases are
made available on the Company's website
www.tavistockinvestments.com. The Annual General Meeting provides a
forum for shareholders to raise issues with the Directors. The
Notice convening the meeting is issued with 21 clear days' notice.
Separate resolutions are proposed on each substantially separate
issue.
Going concern
The Directors confirm that they are satisfied the Group has
adequate resources to continue its business for the foreseeable
future and on this basis, they continue to adopt the going concern
basis in preparing the accounts.
Financial instruments
Details of the use of financial instruments by the Group are
contained in Note 14 of the financial statements.
Share capital
Changes to share capital during the period are given in Note 15
to the accounts.
Charitable and Political Donations
The Group did not make any political donations in the period but
made charitable donations totalling GBP10,500 (2018: GBP9,975).
Post Balance Sheet Events
On 3 April 2019, Lighthouse Group PLC announced a recommended
cash offer from Intrinsic Financial Services Ltd, a wholly owned
indirect subsidiary of Quilter plc, to be effected by means of a
scheme of arrangement under Part 26 of the Companies Act 2006. Such
a change of control will enable Tavistock to cancel its strategic
agreement with Lighthouse should it chose to do so.
Dividends
The Directors are proposing the payment of a maiden interim
dividend of 0.01p per share to shareholders on the Company's share
register as at 28 June 2019 (2018: GBPNil)
Auditors
A resolution reappointing Haysmacintyre LLP will be proposed at
the Annual General Meeting in accordance with S489 of the Companies
Act 2006.
Supplier payment policy
The Group's policy is to agree terms of payment with suppliers
when entering into a transaction, ensure that those suppliers are
aware of the terms of payment by including them in the terms and
condition of the contract and pay in accordance with contractual
obligations. Trade creditors at 31 March 2019 represented 21 days'
purchases (2018: 27 days).
Internal control
The Group has adopted the QCA's Corporate Governance Code. The
key elements of the internal control systems, which have regard to
the size of the Group, are that the Board meets regularly and takes
the decisions on all material matters, the organisational structure
ensures that responsibilities are defined and authority only
delegated where appropriate, and that regular management accounts
are presented to the Board to enable the financial performance of
the Group to be analysed.
The Directors acknowledge that they are responsible for the
system of internal control which is established in order to
safeguard the assets, maintain proper accounting records and ensure
that financial information used within the business or published is
reliable. Any such system of control can, however, only provide
reasonable, not absolute, assurance against material misstatement
or loss.
In preparing the financial statements, the Directors are
required to:
-- select suitable accounting policies in accordance with IAS 8
Accounting Policies, changes in Accounting Estimates and Errors and
then apply them consistently;
-- 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 is 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
-- state that the Group has complied with IFRSs, subject to any
material departures disclosed and explained in the financial
statements, and make judgments and estimates that are reasonable
and prudent.
Directors' responsibilities
The Directors are responsible for preparing the annual report
and financial statements in accordance with applicable law and
regulations.
Company law requires the Directors to prepare financial
statements for each financial period. Under that law the Directors
have elected to prepare the Group financial statements in
accordance with International Financial Reporting Standards (IFRSs)
as adopted by the European Union and the Company financial
statements in accordance with United Kingdom Generally Accepted
Accounting Practice United Kingdom Accounting Standards and
applicable law. Under company law the Directors must not approve
the financial statements unless they are satisfied that they give a
true and fair view of the state of affairs of the Group and Company
and of the profit or loss of the Group for that period.
The Directors are also required to prepare financial statements
in accordance with the rules of the London Stock Exchange for
companies trading securities on the Alternative Investment
Market.
In preparing these financial statements, the Directors are
required to:
-- select suitable accounting policies and then apply them consistently;
-- make judgments and estimates that are reasonable and prudent;
-- for the Group financial statements, state whether they have
been prepared in accordance with IFRSs as adopted by the European
Union;
-- for the parent company financial statements, state whether
applicable UK Accounting Standards have been followed, subject to
any material departures disclosed and explained in the financial
statements; and
-- prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the group and the parent
company will continue in business.
The Directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the Group's
transactions and disclose with reasonable accuracy at any time the
financial position of the Group and enable them to ensure that the
financial statements comply with the requirements of the Companies
Act 2006. They are also responsible for safeguarding the assets of
the Group and for taking reasonable steps for the prevention and
detection of fraud and other irregularities.
Website publication
The Directors are responsible for ensuring the annual report and
the financial statements are made available on a website. Financial
statements are published on the Company's website in accordance
with legislation in the United Kingdom governing the preparation
and dissemination of financial statements, which may vary from
legislation in other jurisdictions. The maintenance and integrity
of the Company's website is the responsibility of the Directors.
The Directors' responsibility also extends to the ongoing integrity
of the financial statements contained therein.
Directors' interests
The Directors beneficial interests in the Ordinary Share Capital
and options to purchase such shares were as follows:
Ordinary shares of 1p each
31 March 2019 31 March 2018
Share options Shares Share options Shares
Executive Directors:
Oliver Cooke 26,600,000 26,188,556 11,600,000 26,188,556
Brian Raven 31,600,000 63,855,712 11,600,000 63,855,712
Non-Executive Directors:
Roderic Rennison - 355,011 - 355,011
Peter Dornan - - - -
Full details of the share options held by the Executive
Directors are given in the Remuneration Report.
Research and Development
As part of the key initiatives referred to in the Chairman's
Statement, the Group has invested a total of GBP1.10 million on the
development of a smartphone app, branded as i-stock, together with
a number of proprietary funds and other propositions each of which
has been designed to generate additional inflows of funds, thereby
enhancing the profitability of the Group in future years. Of this
investment GBP944,000 has been capitalised and will be amortised
over the anticipated useful life of each initiative which is
currently estimated to be five years. The remaining GBP153,000 has
been treated as a prepayment and will be released to the Profit or
Loss accounts over the three year life of that initiative.
Directors' statement as to disclosure of information to
auditors
The Directors have taken all of the steps required to make
themselves aware of any information needed by the Group's auditors
for the purposes of their audit and to establish that the auditors
are aware of that information.
The Directors are not aware of any audit information of which
the auditors are unaware.
Approved by the Board of Directors and signed on its behalf
by
Oliver Cooke
Chairman
14 May 2019
TAVISTOCK INVESTMENTS PLC
AUDIT COMMITTEE REPORT
FOR THE YEARED 31 MARCH 2019
On behalf of the Board, I am pleased to present the Audit
Committee report for the financial year ended 31 March 2019.
Principal Responsibilities of the Committee
-- Ensuring the financial performance of the Group is properly
reviewed, measured and reported;
-- Monitoring the quality and adequacy of internal controls and
internal control systems implemented across the Group;
-- Receive and review reports from the Group's management and
auditors relating to the interim and annual accounts;
-- Reviewing risk management policies and systems;
-- Advising on the appointment, re-appointment and remuneration
of independent external auditors, besides scheduling meetings with
external auditors independent of management where appropriate for
discussions and reviews; and
-- Reviewing and monitoring the extent and independence of
non-audit services rendered by external auditors.
Members of the Committee
During the reporting period, the Committee consisted of the two
Non-Executive Directors, namely Peter Dornan (Committee Chairman),
and Roderic Rennison.
The Committee met twice during the year.
Audit Process
The audit process commences with the auditors preparing an audit
plan which contains information pertaining to due audit process,
timetables, targeted areas and general scope of work and considers
any pertinent matters or areas for special inclusion.
Following the audit, an Audit Findings Report is prepared by the
auditors and furnished to the Audit Committee followed by a meeting
or conference call with the Audit Committee to review and discuss
its contents. The Audit Committee will furnish a report to the
Board together with its recommendations. For the financial period
ended 31 March 2019, no major areas of concern were
highlighted.
Risk Management and Internal Control
As referred to under Principle 4 of the Corporate Governance
Report, the Group has in place a robust and effective Compliance
department and regime. It has also established a separate Risk
Committee which examines and assesses the risks associated with all
aspects of the Group's operations. The Audit Committee reviews
reports produced by the Risk Committee and considers that the
framework is operating effectively.
The Audit Committee considered the independence of Haysmacintyre
LLP and noted the rotation of the Audit Partner for the year ended
31 March 2019 in response to the longevity of the previous
Partner's tenure.
The Audit Committee also considered the non-audit services
provided by them and considered that there was no threat to
independence in the provision of these services and that
satisfactory controls were in place to ensure this
independence.
Internal Audit
At present, the Group does not have an internal audit function
and the Committee believes that despite this, management is able to
derive assurances as to the adequacy and effectiveness of internal
controls and risk management procedures.
Approved by the Committee and signed on its behalf by
Peter Dornan
Committee Chairman
14 May 2019
TAVISTOCK INVESTMENTS PLC
REMUNERATION REPORT
FOR THE YEARED 31 MARCH 2019
Compliance
Described below are the principles that the Group has applied in
relation to Directors' remuneration.
The Remuneration Committee
The Remuneration Committee comprises the two Non-Executive
Directors, Roderic Rennison and Peter Dornan, and is chaired by
Roderic Rennison.
Mindful of the need to attract, retain and reward key staff, the
Committee reviews the scale and structure of the Executive
Directors' and senior employees' remuneration and the terms of
their service or employment contracts, as well as their
participation in share option schemes and other bonus
arrangements.
The remuneration of, and the terms and conditions applying to,
the Non-Executive Directors are determined by the entire Board.
During the year under review, the Remuneration Committee met
twice, and all members attended.
Share options
The share options granted to the Directors under the Company's
EMI (Enterprise Management Incentive) Share Option Scheme or as
unapproved options can be summarised as follows.
Executive Number Issued EMI / Exercise Number Vesting Date from Expiry
Directors at start in the Unapproved price at end Condition which date
of period period (pence) of period exercisable
Oliver Continued Oct
Cooke 800,000 - EMI 5.25 800,000 employment Oct '17 '24
----------- ----------- --------------- --------- ----------- ------------ ------------- -------
Oliver Continued Oct
Cooke 800,000 - EMI 5.25 800,000 employment Oct '19 '24
----------- ----------- --------------- --------- ----------- ------------ ------------- -------
Oliver GBP5 mill Apr
Cooke 5,000,000 - EMI 5.25 5,000,000 pre-tax Apr '17 '27
----------- ----------- --------------- --------- ----------- ------------ ------------- -------
Oliver GBP1.5Bn Apr
Cooke 5,000,000 - Unapproved 5.25 5,000,000 FUM Apr '17 '27
----------- ----------- --------------- --------- ----------- ------------ ------------- -------
Oliver GBP1.8Bn Apr
Cooke 7,500,000 Unapproved 6.0 7,500,000 FUM Apr '18 '28
----------- ----------- --------------- --------- ----------- ------------ ------------- -------
Oliver GBP7 mill Apr
Cooke 7,500,000 Unapproved 6.5 7,500,000 pre-tax Apr '18 '28
----------- ----------- --------------- --------- ----------- ------------ ------------- -------
Continued Oct
Brian Raven 800,000 - EMI 5.25 800,000 employment Oct '17 '24
----------- ----------- --------------- --------- ----------- ------------ ------------- -------
Continued Oct
Brian Raven 800,000 - EMI 5.25 800,000 employment Oct '19 '24
----------- ----------- --------------- --------- ----------- ------------ ------------- -------
GBP5 mill Apr
Brian Raven 5,000,000 - EMI 5.25 5,000,000 pre-tax Apr '17 '27
----------- ----------- --------------- --------- ----------- ------------ ------------- -------
GBP1.5Bn Apr
Brian Raven 5,000,000 - Unapproved 5.25 5,000,000 FUM Apr '17 '27
----------- ----------- --------------- --------- ----------- ------------ ------------- -------
GBP1.8Bn Apr
Brian Raven 10,000,000 Unapproved 6.0 10,000,000 FUM Apr '18 '28
----------- ----------- --------------- --------- ----------- ------------ ------------- -------
GBP7 mill Apr
Brian Raven 10,000,000 Unapproved 6.5 10,000,000 pre-tax Apr '18 '28
----------- ----------- --------------- --------- ----------- ------------ ------------- -------
The market price of the shares at 31 March 2019 was 3.08 pence
(2018: 3.06 pence) and the range during the financial period was
2.905 pence to 3.80 pence.
Service contracts
The term of the Directors' service contracts can be summarised
as follows:
Executive Directors Commencement date Term
Oliver Cooke 3 May 2013 Fixed to 31 March 2022, terminable
thereafter on twelve months'
notice
Brian Raven 12 May 2014 Fixed to 31 March 2022, terminable
thereafter on twelve months'
notice
Non-executive Directors
Roderic Rennison 12 May 2014 Initial term 2 years, terminable
at any time on three months'
notice
Peter Dornan 22 August 2017 Initial term 2 years, terminable
at any time on three months'
notice
Directors' remuneration
Details of each Director's remuneration are provided in Note 5
to the financial statements entitled Staff Costs.
Directors' interest in shares
Details of the Directors beneficial shareholdings can be found
in the Directors Report.
Approved by the Committee and signed on its behalf by
Roderic Rennison
Committee Chairman
14 May 2019
TAVISTOCK INVESTMENTS PLC
INDEPENT AUDITOR'S REPORT TO THE SHAREHOLDERS OF TAVISTOCK
INVESTMENTS PLC
FOR THE YEARED 31 MARCH 2019
Opinion
We have audited the financial statements of Tavistock
Investments Plc (the 'parent company') and its subsidiaries
(together the 'Group') for the year ended 31 March 2019 which
comprise Consolidated Statement of Comprehensive Income,
Consolidated and Company Statements of Financial Position,
Consolidated Statement of Cash Flows, Company and Consolidated
Statements of Changes in Equity and notes to the financial
statements, including a summary of significant accounting policies.
The financial reporting framework that has been applied in the
preparation of the Group financial statements is applicable law and
International Financial Reporting Standards (IFRSs) as adopted by
the European Union and, as regards the parent company financial
statements, UK Generally Accepted Accounting Principles ("UK GAAP")
including Financial Reporting Standard 102, the Financial Reporting
Standard applicable in the UK and Republic of Ireland and the
provisions of the Companies Act 2006.
In our opinion, the financial statements:
-- give a true and fair view of the state of the Group's and of
the parent company's affairs as at 31 March 2019 and of the group's
loss for the year then ended;
-- have been properly prepared in accordance with IFRSs as
adopted by the European Union in the case of the Group financial
statements and UK GAAP including Financial Reporting Standard 102
in the case of the Company financial statements; and
-- have been prepared in accordance with the requirements of the
Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our
responsibilities under those standards are further described in the
Auditor's responsibilities for the audit of the financial
statements section of our report. We are independent of the group
in accordance with the ethical requirements that are relevant to
our audit of the financial statements in the UK, including the
FRC's Ethical Standard as applied to listed entities, and we have
fulfilled our other ethical responsibilities in accordance with
these requirements. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our
opinion.
Conclusions relating to going concern
We have nothing to report in respect of the following matters in
relation to which the ISAs (UK) require us to report to you
where:
-- the directors' use of the going concern basis of accounting
in the preparation of the financial statements is not appropriate;
or
-- the directors have not disclosed in the financial statements
any identified material uncertainties that may cast significant
doubt about the group's or the parent company's ability to continue
to adopt the going concern basis of accounting for a period of at
least twelve months from the date when the financial statements are
authorised for issue.
Key audit matters
Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit of the financial
statements of the current period and include the most significant
assessed risks of material misstatement (whether or not due to
fraud) we identified, including those which had the greatest effect
on: the overall audit strategy, the allocation of resources in the
audit; and directing the efforts of the engagement team. These
matters were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon, and we
do not provide a separate opinion on these matters.
Valuation of intangible assets
The Group has significant intangible assets that have arisen as
a result of the acquisition of subsidiary entities in prior
financial periods. These assets include goodwill arising on
consolidation and intangible assets recognised at fair value on
acquisition. There is a risk that on consolidation, the valuation
of intangible assets including goodwill are overstated.
Our audit work included but was not restricted to a
consideration of impairment reviews prepared by management and
scrutiny of associated calculations and forecasts used in
determining expected future results. Our review was performed using
recent financial performance and our understanding of the Group's
business model.
FCA regulations
A number of the Group's subsidiaries are regulated by the
Financial Conduct Authority ("the FCA") and there is a risk that
instances of non-compliance may result in the Group's inability to
continue as a going concern.
Our audit work included but was not restricted to a review of
correspondence and regulatory filings with the FCA to consider
whether any indications of non-compliance or disciplinary action
existed.
Capitalisation of development costs and prepayment of contract
fulfilment costs
The Group has undertaken substantial project development
activities during the year ended 31 March 2019 with the associated
costs capitalised as intangible assets or prepaid as contract
fulfilment costs in line with the provisions of IFRS 15 - Revenue
from Contracts with Customers. There is a risk that the treatment
of these costs is not in line with the relevant IFRSs and the
Group's asset are therefore overstated.
Our audit work included but was not restricted to a review of
individual project assessments and costings with a view to
assessing whether the criteria for capitalisation and prepayment
had been met, together with verification of the existence of these
costs.
Completeness and valuation of liabilities associated with legal
disputes
Where the Group is subject to any claims made by third parties
or ongoing legal action, there is a risk that its liabilities may
be materially understated.
Our audit work included but was not limited to enquiry with the
Group's management as to the existence of any disputes and
verification of any associated legal assessments to consider
whether adequate disclosure and/or provision has been made in the
financial statements.
Deferred tax assets
The Group has recognised a significant deferred tax asset in
relation to historical trading expenses and losses that are
expected to be offset against future taxable profits. There is a
risk that this asset is overstated because sufficient profits will
not be generated or arrangements cannot be made to utilise these
losses.
Our audit work included but was not limited a review of the
Group's multi year forecasts to assess whether it is probable
taxable profits will be generated to offset historic losses and a
consideration of the mechanisms by which such an offset would be
technically feasible.
Our application of materiality
The scope and focus of our audit was influenced by our
assessment and application of materiality. We define materiality as
the magnitude of misstatement that could reasonably be expected to
influence the readers and the economic decisions of the users of
the financial statements. We use materiality to determine the scope
of our audit and the nature, timing and extent of our audit
procedures and to evaluate the effect of misstatements, both
individually and on the financial statements as a whole.
Materiality for the Group Financial Statements as a whole was
set at GBP200,000, determined with reference to the turnover of the
Group on a consolidated basis. We report to the Audit Committee any
corrected or uncorrected misstatements arising exceeding
GBP10,000.
Performance materiality was set at GBP150,000, being 75% of
materiality.
An overview of the scope of our audit
Our audit scope included all components and was performed to
component materiality. Our audit work therefore covered 100% of
group revenue, group profit and total group assets and liabilities.
It was performed to the materiality levels set out above.
Other information
The directors are responsible for the other information. The
other information comprises the information included in the annual
report, other than the financial statements and our auditor's
report thereon. Our opinion on the financial statements does not
cover the other information and, except to the extent otherwise
explicitly stated in our report, we do not express any form of
assurance conclusion thereon.
In connection with our audit of the financial statements, our
responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent
with the financial statements or our knowledge obtained in the
audit or otherwise appears to be materially misstated. If we
identify such material inconsistencies or apparent material
misstatements, we are required to determine whether there is a
material misstatement in the financial statements or a material
misstatement of the other information. If, based on the work we
have performed, we conclude that there is a material misstatement
of this other information, we are required to report that fact. We
have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act
2006
In our opinion, based on the work undertaken in the course of
the audit:
-- the information given in the strategic report and the
directors' report for the financial year for which the financial
statements are prepared is consistent with the financial
statements; and
-- the strategic report and the directors' report have been
prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and
the parent company and its environment obtained in the course of
the audit, we have not identified material misstatements in the
strategic report or the directors' report.
We have nothing to report in respect of the following matters in
relation to which the Companies Act 2006 requires us to report to
you if, in our opinion:
-- adequate accounting records have not been kept by the parent
company, or returns adequate for our audit have not been received
from branches not visited by us; or
-- the parent company financial statements are not in agreement
with the accounting records and returns; or
-- certain disclosures of directors' remuneration specified by
law are not made; or
-- we have not received all the information and explanations we
require for our audit.
Responsibilities of directors
As explained more fully in the directors' responsibilities
statement set out on page 11, the directors are responsible for the
preparation of the financial statements and for being satisfied
that they give a true and fair view, and for such internal control
as the directors determine is necessary to enable the preparation
of financial statements that are free from material misstatement,
whether due to fraud or error.
In preparing the financial statements, the directors are
responsible for assessing the group's and the parent company's
ability to continue as a going concern, disclosing, as applicable,
matters related to going concern and using the going concern basis
of accounting unless the directors either intend to liquidate the
group or the parent company or to cease operations, or have no
realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial
statements
Our objectives are to obtain reasonable assurance about whether
the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an
auditor's report that includes our opinion. Reasonable assurance is
a high level of assurance, but is not a guarantee that an audit
conducted in accordance with ISAs (UK) will always detect a
material misstatement when it exists. Misstatements can arise from
fraud or error and are considered material if, individually or in
the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these financial
statements.
A further description of our responsibilities for the audit of
the financial statements is located on the Financial Reporting
Council's website at: www.frc.org.uk/auditorsresponsibilities. This
description forms part of our auditor's report.
Use of our report
This report is made solely to the company's members, as a body,
in accordance with Chapter 3 of Part 16 of the Companies Act 2006.
Our audit work has been undertaken so that we might state to the
company's members those matters we are required to state to them in
an Auditor's report and for no other purpose. To the fullest extent
permitted by law, we do not accept or assume responsibility to
anyone other than the company and the company's members as a body,
for our audit work, for this report, or for the opinions we have
formed.
Laura Mott (Senior Statutory Auditor)
For and on behalf of Haysmacintyre LLP, Statutory Auditors
10 Queen Street Place
London
EC4R 1AG
14 May 2019
TAVISTOCK INVESTMENTS PLC
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEARED 31 MARCH 2019
Year ended Year ended
31 March 31 March
2019 2018
Note GBP'000 GBP'000
Revenue - continuing operations 3 27,342 28,812
Cost of sales - continuing operations 3 (16,198) (18,332)
------------ ------------
Gross profit 11,144 10,480
Administrative expenses- continuing
operations (10,988) (9,991)
-------------- --------------
Profit from Operations 4 156 489
Memorandum:
Adjusted EBITDA 1,475 734
Depreciation & amortisation (1,053) (971)
Gain on disposal of subsidiary - 905
Share based payments (248) (135)
Acquisition related costs and exceptional
items (18) (44)
-------------- --------------
Profit from Operations 156 489
------------------------------------------------ ----- --------------- ---------------
Finance costs 11 (274) (268)
------------ ------------
(Loss)/profit before taxation (118) 221
Taxation 6 (4) 29
------------ ------------
(Loss)/profit from continuing operations
Profit from discontinued operations
(net of tax) (122) 250
(Loss)/Profit after taxation and attributable - 25
to equity holders of the parent and ------------ ------------
total comprehensive income for the
period (122) 275
====== ======
Earnings per share (continuing operations)
Basic and diluted 7 0.00p 0.05p
====== ======
TAVISTOCK INVESTMENTS PLC Company number: 05066489
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 MARCH 2019
31 March 2019 31 March 2018
Note GBP'000 GBP'000 GBP'000 GBP'000
ASSETS
Non-current assets
Tangible fixed assets 8 586 490
Intangible assets 9 19,897 19,136
----------------- -----------------
Total non-current assets 20,483 19,626
Current assets
Trade and other receivables 10 5,353 3,334
Cash and cash equivalents 3,116 3,111
----------------- -----------------
Total current assets 8,469 6,445
----------------- -----------------
Total assets 28,952 26,071
LIABILITIES
Current liabilities 11 (3,942) (4,703)
Non-current liabilities
Other payables 11 (13) -
Funding obligations 11 (1,817) (2,233)
Deferred consideration 11 (310) -
Provisions 12 (2,465) (40)
Deferred taxation 13 (409) (405)
------------------ ------------------
Total liabilities (8,956) (7,381)
------------------ ------------------
Total net assets 19,996 18,690
========= =========
Capital and reserves
attributable
to owners
of the parent
Share capital 15 13,101 12,720
Share premium 5,681 4,882
Retained earnings 1,214 1,088
------------------ ------------------
Total equity 19,996 18,690
========= =========
The financial statements were approved by the Board and
authorised for issue on 14 May 2019.
Oliver Cooke
Chairman
TAVISTOCK INVESTMENTS PLC
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEARED 31 MARCH 2019
Retained
(deficit)/
Share capital Share premium earnings Total equity
GBP'000 GBP'000 GBP'000 GBP'000
31 March 2017 12,685 27,818 (22,322) 18,181
-------------- -------------- -------------- --------------
Issue of shares 35 64 - 99
Profit for the year and total
comprehensive income - - 275 275
Equity settled share based
payments - - 135 135
Reduction in share premium - (23,000) 23,000 -
-------------- -------------- -------------- --------------
31 March 2018 12,720 4,882 1,088 18,690
-------------- -------------- -------------- --------------
Issue of shares 381 869 - 1,250
Cost of share issue - (70) - (70)
(Loss) for the year total
and comprehensive income - - (122) (122)
Equity settled share based
payments - - 248 248
-------------- -------------- -------------- --------------
31 March 2019 13,101 5,681 1,214 19,996
-------------- -------------- -------------- --------------
On 27 February 2018, the Group reduced its share premium account
by GBP23m by special resolution and by sanction of the Courts,
resulting in a corresponding transfer of this balance to retained
earnings.
TAVISTOCK INVESTMENTS PLC
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEARED 31 MARCH 2019
Year ended Year ended
31 March 2019 31 March 2018
GBP'000 GBP'000 GBP'000 GBP'000
Cash flows from operating
activities
(Loss)/profit before tax
Adjustments for: (118) 246
Share based payments 248 135
Depreciation on tangible fixed
assets 198 147
Amortisation of intangible assets 855 824
Gain on disposal of subsidiary - (905)
Net Finance costs 274 268
Loss on disposal of fixed assets 15 -
----------------- -----------------
Cash flows from operating
activities
before changes
in working capital 1,472 715
Decrease/(increase) in trade and
other receivables and contract
assets 417 (1,245)
(Decrease)/increase in trade and
other payables (730) 713
Corporation tax paid - (46)
----------------- -----------------
Cash generated in operations 1,159 137
Investing activities
Key initiatives and client lists (1,646) -
Purchase of tangible fixed assets (279) (291)
Proceeds on disposals - 965
Cash on disposal - (164)
Acquisition of subsidiaries and
deferred consideration payments (135) (2,002)
----------------- -----------------
Net cash absorbed from investing
activities (2,060) (1,492)
Financing activities
Finance costs (274) (276)
New loans and finance leases 2,173 334
Loan Repayments (2,173) (250)
Issue of new share capital (net
of costs) 1,180 100
----------------- -----------------
Net cash from financing
activities 906 (92)
----------------- -----------------
Net increase/(decrease) in cash
and cash equivalents 5 (1,447)
Cash and cash equivalents at
beginning
of the period 3,111 4,558
------------------ ------------------
Cash and cash equivalents at end
of the period 3,116 3,111
========= =========
Reconciliation of net cashflow to movement in net debt: Year
ended
Year ended
31 March 2019 31 March 2018
GBP000 GBP000
Net increase/(decrease) in cash and cash equivalents
5 (1,447)
New loans (2,000) -
Finance leases (173) (334)
Repayment of loans 2,173 250
----------------- -----------------
Movement in net debt in the year 5 (1,531)
Net debt at 1 April 2018 777 2,308
----------------- ------------------
Net Debt at 31 March 2019 782 777
========= =========
The net debt comprises:
Year ended Year ended
31 March 2019 31 March
GBP'000 2018
GBP'000
Cash 3,116 3,111
Current loans (361) -
Current leases (156) (101)
Non-current loans (1,523) (2,000)
Non-current leases (294) (233)
- ----------------- - -----------------
Net Debt at 31 March 2019 782 777
========= =========
TAVISTOCK INVESTMENTS PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARED 31 MARCH 2019
1. ACCOUNTING POLICIES
Principal accounting policies
The Company is a public company limited by share capital,
incorporated in the United Kingdom with registered company number
05066489 and its registered office at 1 Bracknell Beeches, Old
Bracknell Lane, Bracknell, Berkshire RG12 7BW. The principal
accounting policies applied in the preparation of these
consolidated financial statements are set out below. These policies
have been consistently applied to all the periods presented, unless
otherwise stated.
Basis of preparation
The financial statements have been prepared in accordance with
International Financial Reporting Standards, International
Accounting Standards and Interpretations (collectively IFRS) issued
by the International Accounting Standards Board (IASB) as adopted
by the European Union ("adopted IFRSs") and those parts of the
Companies Act 2006 which apply to companies preparing their
financial statements under IFRSs.
Changes in accounting policies
New standards not yet adopted
The following standards have been published but are not yet
effective, and in the opinion of the Directors will not have a
material impact on the Group's financial statements:
-- IAS 1 Presentation of Financial Statements (effective 1 January 2020)
-- IAS 12 Income taxes (effective 1 January 2020)
-- IAS 19 Employee Benefits (effective 1 January 2019)
-- IAS 23 Borrowing costs (effective 1 January 2019)
-- IAS 28 Investments in Associates and Joint Ventures (effective 1 January 2019)
IFRS 16
IFRS 16 was issued in January 2016 and is effective for periods
commencing 1 January 2019. It will result in almost all leases
being recognised on the balance sheet by lessees, as the
distinction between operating and finance leases is removed. Under
the new standard, an asset (the right to use the leased item) and a
financial liability to pay rentals are recognised. The only
exceptions are short-term and low-value leases.
The Group's activities as a lessee are not material and hence
the Group does not expect any significant impact on the financial
statements. However, some additional disclosures will be required
from next year.
Basis of Consolidation
The Group comprises a holding company and a number of individual
subsidiaries and all of
these have been included in the consolidated financial
statements in accordance with the principles of acquisition
accounting as laid out by IFRS 3 Business Combinations.
Revenue recognition
The Group has adopted IFRS 15 for the first time in these
financial statements and no adjustment to the numbers reported has
been required as a consequence.
Revenues within the advisory business are predominantly
comprised of advisory support commissions. Revenues within the
investment management business are predominantly comprised of
commissions related to the level of funds under management. All
revenues arise over time and are received in arrears, none are
linked to subsequent performance obligations. Costs directly
attributable with fulfilment of a contract with a customer are
recognised in the income statement in line with the revenue profile
of that contract, resulting in prepayments where appropriate.
Intangible assets
Intangible assets include goodwill arising on the acquisition of
subsidiaries and represents the difference between the fair value
of the consideration payable and the fair value of the net assets
that have been acquired. The residual element of Goodwill is not
being amortised but is subject to an annual impairment review.
Also included within intangible assets are various assets
separately identified in business combinations (such as FCA
permissions, established systems and processes, adviser and client
relationships and brand value) to which the Directors have ascribed
a commercial value and a useful economic life. The ascribed value
of these intangible assets is being amortised on a straight-line
basis over their estimated useful economic life, which is
considered to be between 5 and 10 years.
During the year the Group has invested in the development of a
number of key initiatives designed to generate additional FUM
inflows. Where appropriate, this expenditure has been capitalised
as intangible assets.
Intangible assets are initially recognised at cost.
Costs that are directly associated with the production of
identifiable and unique products controlled by the group and
capable of producing future economic benefits are recognised as
intangible assets. Direct costs include employee costs and directly
attributable overheads. After recognition, under the cost model,
intangible fixed assets are measured at cost less any accumulated
amortisation and any accumulated impairment losses.
Development costs are recognised as assets only if all of the
following conditions are met:
-- An asset is created that can be separately identified;
-- It is probable that the asset created will generate future economic benefits; and
-- The development cost of the asset can be measured reliably.
All intangible assets are considered to have a finite useful
life and are only amortised once ready for use. If a reliable
estimate of the useful life cannot be made, the useful life shall
not exceed ten years.
Expenditure not capitalised as an intangible asset has been
treated as a prepayment and will be released to the profit and loss
account over the three year life of that initiative.
Financial assets
Loans and receivables: These assets are deemed to be
non-derivative financial assets with fixed or determinable payments
that are not quoted in an active market. They arise principally
through the provision of goods and services to customers (trade
receivables), but also incorporate other types of contractual
monetary asset. They are carried at amortised cost using the
effective interest rate method.
Cash and cash equivalents: These include cash in hand and
deposits held at call with UK banks.
Financial liabilities
Borrowings are recognised initially at fair value, net of
transaction costs incurred. Borrowings are subsequently stated at
amortised cost; any difference between the proceeds (net of
transaction costs) and the redemption value is recognised in the
income statement over the period of the borrowings using the
effective interest method.
Borrowings are classified as current liabilities unless the
Group has an unconditional right to defer settlement of the
liability for at least 12 months after the balance sheet date.
Leases in which a significant portion of the risks and rewards
of ownership are retained by the lessor are classified as operating
leases. Payments made under operating leases (net of any incentives
received from the lessor) are charged to the income statement on a
straight-line basis over the period of the lease.
Where the Group enters into a lease which transfer to it the
substantial risks and rewards associated with that asset, an asset
and corresponding liability are recognised as the future minimum
value of lease payments and amortised using the effective rate of
interest.
Share based payments
Where share options are awarded to employees, the fair value of
the options at the date of grant is charged to the statement of
comprehensive income on a straight-line basis over the vesting
period. Non-market vesting conditions are taken into account by
adjusting the number of options expected to vest at each statement
of financial position date so that, ultimately, the cumulative
amount recognised over the vesting period is based on the number of
options that eventually vest. Market vesting conditions are
factored into the fair value of the options granted. The cumulative
expense is not adjusted for failure to achieve a market vesting
condition.
Fair value is calculated using the Black-Scholes model, details
of which are given in Note 16.
Tangible fixed assets
Property, plant and equipment are stated at cost net of
accumulated depreciation and provision for impairment. Depreciation
is provided on all property plant and equipment, at rates
calculated to write off the cost less estimated residual value, of
each asset on a straight-line basis over its expected useful life.
The residual value is the estimated amount that would currently be
obtained from disposal of the asset if the asset were already of
the age and in the condition expected at the end of its useful
economic life.
The method of depreciation for each class of depreciable asset
is:
Computer equipment - 3 years straight line
Office fixtures, fittings & equipment - 5 years straight line
Motor vehicles - 3-7 years straight line
Impairment of Assets
Impairment tests on goodwill are undertaken annually at the
balance sheet date. The recoverable value of goodwill is estimated
on the basis of value in use, defined as the present value of the
cash generating units with which the goodwill is associated. When
value in use is less than the book value, an impairment is recorded
and is irreversible.
Other non-financial assets are subject to impairment tests
whenever circumstances indicate that their carrying amount may not
be recoverable. Where the carrying value of an asset exceeds its
estimated recoverable value (i.e.
the higher of value in use and fair value less costs to sell),
the asset is written down accordingly. Where it is not possible to
estimate the recoverable value of an individual asset, the
impairment test is carried out on the asset's cash-generating unit.
The carrying value of tangible fixed assets is assessed in order to
determine if there is an indication of impairment. Any impairment
is charged to the statement of comprehensive income. Impairment
charges are included under administrative expenses within the
consolidated statement of comprehensive income.
Taxation and deferred taxation
Corporation tax payable is provided on taxable profits at
prevailing rates.
Deferred tax assets and liabilities are recognised where the
carrying amount of an asset or liability in the balance sheet
differs from its tax base, except for differences arising on:
-- the initial recognition of goodwill; and
-- the initial recognition of an asset or liability in a
transaction which is not a business combination and at the time of
the transaction affects neither accounting nor taxable profit.
Recognition of deferred tax assets is restricted to those
instances where it is probable that future taxable profit will be
available against which the asset can be utilised. The amount of
the asset or liability is determined using tax rates that have been
enacted or substantively enacted by the balance sheet date and are
expected to apply when the deferred tax liabilities/(assets) are
settled/(recovered).
Deferred tax assets and liabilities are offset when the Group
has a legally enforceable right to offset current tax assets and
liabilities and the deferred tax assets and liabilities relate to
taxes levied by the same tax authority on either:
-- the same taxable Group company; or
-- different Group entities which intend either to settle
current tax assets and liabilities on a net basis, or to realise
the assets and settle the liabilities simultaneously, in each
future period in which significant amounts of deferred tax assets
or liabilities are expected to be settled or recovered.
Provisions
Provision is made on a case by case basis in respect of the cost
of defending claims and, where appropriate, the estimated cost of
settling claims. Where recovery of the cost of settlement is
expected to be virtually certain, a corresponding asset is
recognised to offset the provision. Any net provision is recognised
in the Group's income statement.
2. CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS
The preparation of these financial statements has required
management to make estimates and assumptions that affect the
reported amounts of assets and liabilities at the date of the
financial statements and reported amounts of revenues and expenses
during the reporting period. These judgments and estimates are
based on management's best knowledge of the relevant facts and
circumstances, having regard to prior experience, but actual
results may differ from the amounts included in the financial
statements. Information about such judgments and estimations is
contained below, as well as in the accounting policies and
accompanying notes to the financial statements.
Impairment of goodwill and intangible assets
The Group is required to test, on an annual basis, whether
goodwill has suffered any impairment. Other intangible assets are
tested whenever circumstances indicate that their carrying value
may not be recoverable. The recoverable amount is determined based
on value in use calculations. The Group has impaired goodwill by
GBP30k in the year (2018: GBPNil).
Revenue recognition
An estimate of one month of accrued income is based on the
monthly average income in the year.
Deferred tax
Where the Group has recognised a deferred tax asset it is in the
Directors belief that this will be realised in the medium term. The
timing and size of anticipated taxable profits is subject to
uncertainty and therefore the asset recognised is subject to
estimates made by the Directors around the size and timing of
taxable profits.
Internally Developed Intangible Assets
Included in the amount capitalised in respect of key initiatives
are apportioned staff costs. Staff costs are capitalised where the
relevant staff member is directly involved in the product
development process. Management estimate the amount of time each
employee has spent on each project during the reporting period and
prorate the staff costs accordingly.
Share based payments
The share based payment charge to the Profit or Loss account
results from the operation of the Black-Scholes Model in respect of
share options granted by the Company as referred to in more detail
in note 16.
Amortisation of Development costs and other Intangibles
Product development costs are being amortised over 5 years. The
estimated useful economics lives of the intangible assets are based
on management's judgement and experience. When management
identifies the actual useful economic lives differ materially from
the estimates used to calculate amortisation, that charge is
adjusted prospectively. Key initiative costs capitalised have not
been amortised in the current year as they were not ready.
Contract fulfilment costs
Certain costs included in the development of key initiatives
have been treated as a prepayment and will be released to the
Profit or Loss account over the three year life of that
initiative.
Claims provision
As outlined in note 12, having sought legal advice the Directors
consider it appropriate to make a provision for potential
liabilities arising as a consequence of the fraudulent activities
of a former adviser. An equivalent receivable provision has also
been made (see note 10) as the Directors believe that any liability
that might ultimately arise is fully covered by the professional
indemnity insurance policies that the Group has in place.
3. SEGMENTAL INFORMATION
A segmental analysis of revenue and expenditure for the period
is:
Investment Advisory Investment Advisory
Management Support 2019 Management Support 2018
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
REVENUE
Fees and Commissions 4,878 22,464 27,342 3,635 25,177 28,812
Cost of Sales (223) (15,975) (16,198) (304) (18,028) (18,332)
Administrative
Expenses (1,914) (6,677) (8,591) (1,492) (5,978) (7,470)
Unallocated
group costs (2,397) (2,521)
------------- -------------
Profit from
operations 156 489
====== ======
The segmental analysis above reflects the parameters applied by
the Board when considering the Group's monthly management accounts.
The Directors do not consider a division of the balance sheet to be
appropriate or useful for the purposes of understanding the
financial performance and position of the Group.
During the period under review the Group's revenue was generated
exclusively within the UK.
4. PROFIT FROM OPERATIONS
2019 2018
GBP'000 GBP'000
This is arrived at after charging:
Staff costs (see note 5) 6,871 6,524
Depreciation 199 147
Amortisation of intangible fixed assets 855 824
Operating lease expense - property 249 358
Loss on disposal of fixed assets (15) -
Auditors' remuneration in respect of the
Company 7 9
Audit of the Group and subsidiary undertakings 57 51
Auditors' remuneration - non-audit services
-interim 2 2
Auditors' remuneration - non-audit services
-taxation 14 12
------------
- -------------
80 74
====== ======
5. STAFF COSTS
2019 2018
GBP'000 GBP'000
Staff costs for all employees, including
Directors consist of:
Wages, fees and salaries 5,702 5,511
Social security costs 627 645
Pensions 294 233
----------- -----------
6,623 6,389
Share based payment charge 248 135
----------- -----------
6,871 6,524
===== =====
2019 2018
The average number of employees of the Number Number
group during the year
was as follows:
Directors and key management 9 8
Operations and administration 136 125
----------- -----------
145 133
====== ======
The remuneration of the highest paid director was GBP289,043
(2018: GBP230,310). The total remuneration of key management
personnel was GBP1,597,789 (2018: GBP1,284,693).
Directors' Detailed Emoluments
Details of individual Directors' emoluments for the year are as
follows:
Salary Benefits Pension Total Total
& fees in kind contributions 2019 2018
& allowances
GBP GBP GBP GBP GBP
O Cooke 180,000 34,193 27,000 241,193 212,185
B Raven 220,000 36,043 33,000 289,043 230,310
P Dornan* 25,000 - - 25,000 14,583
R Rennison* 25,000 - - 25,000 25,000
P Young* - - - - 10,417
---------------- ---------------- -------------- ---------------- ----------------
450,000 70,236 60,000 580,236 492,495
======== ======= ======= ======= =======
* Denotes non-executive Director
P Young resigned as a director on 31 July 2017.
All pension contributions represent payments into defined
contribution schemes.
6. TAXATION ON PROFIT FROM ORDINARY ACTIVITIES
2019 2018
GBP'000 GBP'000
Current tax credit - (6)
Deferred tax charge/(credit) 4 (23)
------------ ------------
Tax charge/(credit) for the year 4 (29)
====== ======
The tax assessed for the period differs from the standard rate
of corporation tax in the UK applied to profit before tax.
2019 2018
GBP'000 GBP'000
(Loss)/profit on ordinary activities
before tax- continuing Operations (118) 221
Profit on ordinary activities before
tax - discontinued Operations - 25
------------ ------------
Total (Loss)/profit on ordinary activities
before tax (118) 246
====== ======
(Loss)/profit on ordinary activities
at the standard rate of corporation tax
in the UK of 19% (2018: 19%) (22) 47
Effects of:
Unutilised losses - -
Expenses not deductible for tax purposes 65 56
Other timing differences - -
Differences between capital allowances
and depreciation 24 (46)
Adjustments to prior periods - (6)
Non-taxable income - (399)
Adjust closing deferred tax to average
rate of tax (75) (5)
Deferred tax not recognised 12 324
----------- -----------
Tax charge/(credit) for the year 4 (29)
====== ======
7. EARNINGS PER SHARE
2019 2018
GBP'000 GBP'000
Earnings per share has been calculated
using the following:
Earnings (GBP'000) (122) 275
Weighted average number of shares ('000s) 550,968 536,951
-------------- --------------
Basic profit per ordinary share 0.00p 0.05p
======= =======
Earnings per ordinary share has been calculated using the
weighted average number of shares in issue during the relevant
financial periods. IAS 33 requires presentation of diluted EPS when
a company could be called upon to issue shares that would decrease
earnings per share or increase the loss per share. There would be
no dilutive impact were the share options to be exercised.
8. TANGIBLE FIXED ASSETS
Office fixtures,
Motor Computer fittings
and
Vehicles equipment equipment Total
GBP'000 GBP'000 GBP'000 GBP'000
Cost
Balance at 1 April 2017 28 299 584 911
Additions - 148 141 289
Disposals - (160) (127) (287)
--------- --------- -------------- ---------------
Balance at 31 March 2018 28 287 598 913
--------- --------- -------------- ---------------
Additions - 36 243 279
Disposals - (164) (20) (184)
Transfers - 125 (125) -
--------- --------- -------------- ---------------
Balance at 31 March 2019 28 284 696 1,008
--------- --------- -------------- ---------------
Accumulated depreciation
Balance at 1 April 2017 15 207 308 530
Depreciation charge 4 50 93 147
Disposals - (141) (113) (254)
--------- --------- -------------- ---------------
Balance at 31 March 2018 19 116 288 423
--------- --------- -------------- ---------------
Depreciation charge 4 145 49 198
Disposals - (179) (20) (199)
Transfers - (21) 21 -
--------- --------- -------------- ---------------
Balance at 31 March 2019 23 61 338 422
--------- --------- -------------- ---------------
Net Book Value
At 31 March 2019 5 223 358 586
===== ===== ===== =====
At 31 March 2018 9 171 310 490
===== ===== ===== ======
Included in Office fixtures, fitting and equipment are assets
acquired under lease agreements with a net book value of GBP426,000
(2018: GBP323,000). Depreciation charged on leased assets was
GBP85,000 (2018: GBP46,000).
9. INTANGIBLE ASSETS Customer Regulatory Goodwill Internally
& Adviser Approvals Arising Developed
on
Relationships & Systems Consolidation Assets Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Cost
Balance at 1 April
2017 5,415 1,815 14,751 474 22,455
Additions - - - 6 6
------------- ------------- ------------- ------------ ---------------
Balance at 31 March
2018 5,415 1,815 14,751 480 22,461
------------- ------------- ------------- ------------ ---------------
Additions 702 - - 944 1,646
------------- ------------- ------------- ------------ ---------------
Balance at 31 March
2019 6,117 1,815 14,751 1,424 24,107
------------- ------------- ------------ ------------ ---------------
Accumulated amortisation
Balance at 1 April
2017 1,730 566 205 - 2,501
Amortisation 491 222 - 111 824
------------- ------------- ------------- ------------ ---------------
Balance at 1 April
2018 2,221 788 205 111 3,325
------------- ------------- ------------- ------------ ---------------
Amortisation 559 171 - 125 855
Impairment - - 30 - 30
------------ ----------- ----------- ------------ ---------------
Balance at 31 March
2019 2,780 959 235 236 4,210
----------- ------------ ------------ ------------ ---------------
Net Book Value
At 31 March 2019 3,337 856 14,516 1,188 19,897
====== ====== ====== ====== =======
At 31 March 2018 3,194 1,027 14,546 369 19,136
====== ====== ====== ====== =======
Customer and Adviser Relationships relate to identifiable
relationships between acquired companies, their adviser network and
the associated client bases.
Regulatory Approvals and Systems relate to the estimated costs
incurred by acquired companies in obtaining authorisations to carry
on their relevant business and in putting in place the appropriate
staffing and information structures.
Internally Developed Assets predominately represent costs
associated with various initiatives described in the Chairman's
Statement. These have not been amortised in the current year as
they were not ready for use.
Amortisation is charged over a period between 5 and 10
years.
GOODWILL AND IMPAIRMENT
The carrying value of goodwill in respect of each cash generating
unit is as follows:
31 March 31 March
2019 2018
GBP'000 GBP'000
Financial Advisory business 12,601 12,631
Investment Management business 1,915 1,915
------------- -------------
14,516 14,546
====== ======
In assessing the carrying value of goodwill the Directors have
given consideration to the anticipated performance of each of these
cash generating units as part of a value in use calculation. This
consideration included reference to anticipated future revenues
from FUM introduced by each acquired entity. It is also assumed a
discount rate of 15%. It is considered that any reasonably possible
changes in the key assumptions (including 0% growth rate and an
increased discount rate of 20%) would not result in an impairment
of the present carrying value of the goodwill. In all scenarios,
the recoverable amount exceeded the carrying value.
10. TRADE AND OTHER RECEIVABLES 31 March 2019 31 March 2018
GBP'000 GBP'000
Trade receivables 1,391 2,018
Prepayments and accrued income 1,339 1,180
Other receivables 2,623 136
------------- -------------
5,353 3,334
====== ======
Included within other receivables is the sum of GBP2,450,000
being the estimated amount recoverable from insurers in connection
with the provision detailed in note 12.
11. LIABILITIES 31 March 2019 31 March 2018
GBP'000 GBP'000
Current liabilities
Trade payables 1,071 2,101
Accruals 646 829
VAT and social security liabilities 184 222
Other payables 869 350
Deferred consideration on acquisitions 655 1,100
Finance leases 156 101
Loans 361 -
------------- -------------
3,942 4,703
====== ======
Non-current liabilities
Trade payables 13 -
Deferred consideration 310 -
Finance leases 294 233
Loans 1,523 2,000
----------- ------------
2,140 2,233
====== ======
Included within loans as at 31 March 2019 is a GBP1.884 million,
5 year loan facility from Natwest entered into in November 2018.
This facility is secured by a fixed and floating charge over the
assets of the Group. The loan carries an interest rate of 5.12%
over the Bank of England base rate. GBP1,523,000 is due between two
and five years.
Included within loans as at 31 March 2018 is a GBP2 million loan
facility provided by Assetz SME Capital Ltd which was repaid in
full in November 2018.
Of the finance costs recognised in the year of GBP274,000 (2018:
GBP268,000), GBP55,000 (2018: GBP46,000) related to finance leases
with the balance related to bank loans.
12. PROVISIONS
Total
GBP'000
Balance at 1 April 2018 40
Payments to settle claims 58
Provisions released (83)
Additional provisions 2,450
-------------
Balance at 31 March 2019 2,465
=======
In December 2018, Mr Neil Bartlett one of the Group's former
advisers was found guilty of fraud and was sentenced to eight years
imprisonment. As a consequence of his actions, the subsidiary
company within the Group with which he was previously associated
has been approached by a number of victims, the majority of whom
were previously unknown to the company, seeking to recover monies
stolen from them by Mr Bartlett.
All steps are being taken by the Group to refute these
approaches and to address them individually in an appropriate
manner. Having sought legal advice, the Directors consider it
appropriate to make a provision of GBP2,450,000 regarding this
matter. This provision is matched by an equivalent receivable
provision (see note 10) as the Directors believe that any liability
that might ultimately arise is fully covered by the professional
indemnity insurance policies that the Group has in place.
13. DEFERRED TAX
The Directors anticipate that the Deferred tax asset relating
to losses brought forward will be realised within the medium
term.
Total
GBP'000
Balance at 1 April 2018 (405)
Deferred tax charge in the year (4)
-------------
Balance at 31 March 2019 (409)
=======
The deferred tax provision comprises: 31 March 2019 31 March 2018
GBP'000 GBP'000
Unutilised tax losses (321) (321)
Deferred tax on intangibles 544 726
Other timing differences 186 -
------------- -------------
409 405
14. FINANCIAL RISK MANAGEMENT
The Group is exposed to risks that arise from its use of
financial instruments. These financial instruments are within the
current assets and current liabilities shown on the face of the
statement of financial position and comprise the following:
Credit risk
The Group is exposed to credit risk primarily on its trade
receivables, which are spread over a range of Investment platforms
and advisers. Receivables are broken down as follows:
31 March 2019 31 March 2018
GBP'000 GBP'000
Loans, accrued income and
receivables
Trade receivables 1,391 2,018
Accrued income 678 840
Other receivables 173 136
====== ======
The table below illustrates the due date of trade
receivables:
31 March 2019 31 March 2018
GBP'000 GBP'000
Current 917 2,018
31 - 60 days 177 -
61 - 90 days 179 -
91 - 120 days 20 -
121 and over 98 -
------------- -----------
1,391 2,018
====== ======
Liquidity risk
Liquidity risk arises from the Group's management of working
capital and the finance charges and repayments of its
liabilities.
The Group's policy is to ensure that it will have sufficient
cash to allow it to meet its liabilities when they become due and
so cash holdings may be high during certain periods throughout the
year.
Other than the loans referred to in Note 11, the Group currently
has no bank borrowing or overdraft facilities.
The Group's policy in respect of cash and cash equivalents is to
limit its exposure by reducing cash holding in the operating units
and investing amounts that are not immediately required in funds
that have low risk and are placed with a reputable bank.
Loan Covenants
The Group has provided various performance covenants to NatWest
bank in connection with the new loan facility entered into in
November 2018. These give rise to a risk of non-compliance which
the Group mitigates by continually monitoring its performance
against the covenants.
Cash at bank and cash equivalents
31 March 31 March 2018
2019
GBP'000 GBP'000
At the year end the Group had the following
cash balances: 3,116 3,111
====== ======
Cash at bank comprises Sterling cash deposits held within a
number of banks. At 31 March 2019, GBP198,000 (2018: GBP197,000) of
cash is held on deposit in special interest bearing accounts to
maximise returns.
All monetary assets and liabilities within the group are
denominated in the functional currency of the operating unit in
which they are held. All amounts stated at carrying value equate to
fair value.
31 March 31 March 2018
2019 GBP'000
GBP'000
Financial liabilities at
amortised cost
Trade payables 1,084 2,101
Accruals 648 829
====== ======
The table below illustrates the ageing of trade payables:
31 March 31 March 2018
2019
GBP'000 GBP'000
Current 954 1,950
31 - 60 days 130 65
61 - 90 days - -
91 - 120 days - -
121 and over - 86
---------------- ---------------
1,084 2,101
======== ========
Capital Disclosures and Risk Management
The Group's management define capital as the Group's equity
share capital and reserves.
The Group's objective when maintaining capital is to safeguard
its ability to continue as a going concern, so that in due course
it can provide returns for shareholders and benefits for other
stakeholders.
The Group manages its capital structure and makes adjustments to
it in the light of changes in the business and in economic
conditions. In order to maintain or adjust the capital structure,
the Group may from time to time issue new shares, based on working
capital and product development requirements and current and future
expectations of the Company's share price.
The Group monitors both its operating and overall working
capital with reference to key ratios such as gearing and regulatory
capital requirements.
Share capital is used to raise cash and as direct payments to
third parties for assets or services acquired.
Market risk
Interest rate risk
Interest rate risk is the risk that the value of financial
instruments will fluctuate due to changes in market interest rates.
The Group considers the interest rates available when deciding
where to place cash balances. The Group has no material exposure to
interest rate risk.
15. SHARE CAPITAL 31 March 31 March 2018
2019
GBP'000 GBP'000
Called up share capital
Allotted, called up and fully paid
575,295,801 Ordinary shares of 1 pence
each
(2018: 537,186,045 shares of 1 pence
each) 5,753 5,371
30,450,078 Deferred shares of 9p each 2,741 2,742
465,344,739 Deferred "A" shares of 0.99
pence each 4,607 4,607
------------ ------------
13,101 12,720
====== ======
On 19 November 2018, 38,109,756 new Ordinary shares of 1p were
issued at an issue price of 3.28p.
The largest participant in the fundraising was Lighthouse Group
plc which subscribed GBP1 million to acquire 30,487,805 shares,
representing a 5.30% holding in the enlarged share capital of the
Company.
The following describes the nature and purpose of each of the
Company's reserves:
Reserve Description and purpose
Share capital Amount subscribed for share capital at nominal value.
Share premium Amount subscribed for share capital in excess of
nominal value.
Retained earnings Cumulative net gains and losses recognised in
the consolidated statement of comprehensive income.
16. SHARE BASED
PAYMENTS
During the year the Company issued options over 64,232,500
Ordinary
shares.
These options have been valued using the Black-Scholes pricing
model. The weighted average of the assumptions used in the model
are:
31 March 2019 31 March 2018
Share price at 3.06p 2.92p
grant
Exercise price 6.17p 5.25p
Expected volatility 62% 62%
Expected life 4 years 5 years
Risk free rate 1.2% 1.1%
Expected volatility has been determined by reference to the fluctuations
in the Company's share price between the formation of its current
group structure and the grant date of the share options.
31 March 2019 31 March 2018
Weighted Weighted
average price average
price
(pence) Number (pence) Number
Outstanding at the
beginning
of the year 5.25 75,429,099 5.18 21,220,000
Granted during the year 6.17 64,232,500 5.25 64,461,500
Lapsed during the year 5.40 (10,003,800) 5.25 (10,252,401)
------------------- -------------------
Outstanding at the end
of
the period 5.70 129,657,799 5.23 75,429,099
========= =========
The exercise price of options outstanding at the end of the
year, 4,570,000 of which had vested and were exercisable, was 5.70p
and their weighted contractual life was 5.06 years.
There were no options over Ordinary shares exercised in the
period. The weighted average fair value of each option granted
during the current period was assessed as being 1p and their
weighted average contractual life was 4 years.
17. LEASING COMMITMENTS 31 March 31 March 2018
2019
GBP'000 GBP'000
The Group's future minimum lease payments
fall due as follows:
Not later than 1 year 248 275
Later than 1 year and not later than
5 years 391 607
------------- -------------
639 882
===== =====
18. RELATED PARTY TRANSACTIONS
During the year, Tavistock Wealth Limited received fees of
GBP4,409,048 (2018: GBP3,290,000) under the terms of an agreement
entered into with Investment Fund Services Limited ("IFSL"). IFSL
is a company of which Andrew Staley, a significant shareholder in
Tavistock Investments Plc, is a Director.
During the year, the Group commissioned GBP8,434 (2018: GBPNil)
of marketing and promotional services from Pumphouse Limited, a
Company of which Jamie Raven, Brian Raven's son, is a Director.
TAVISTOCK INVESTMENTS PLC Company number 05066489
COMPANY BALANCE SHEET
AS AT 31 MARCH 2019
At 31 March 2019 At 31 March 2018
GBP'000 GBP'000 GBP'000 GBP'000
Fixed assets
Investments III 22,479 22,110
Tangible fixed assets IV 437 312
Intangible fixed assets V 251 370
----------------- -----------------
23,167 22,792
Current assets
Debtors VI 1,197 964
Cash at bank and in hand VIII 349 278
----------------- -----------------
1,546 1,242
Creditors: amounts falling
due within
one year IX (6,106) (4,265)
---------------- ----------------
Net current liabilities (4,560) (3,023)
Debtors: amounts falling
due after one year VII 299 299
Creditors: amounts falling
due after one year X (1,766) (2,000)
--------------- ---------------
Total assets less total
liabilities 17,140 18,068
======= =======
Capital and reserves
Called up share capital XI 13,101 12,720
Share premium account 5,681 4,882
Retained reserves (1,642) 466
------------------ ------------------
Shareholders' funds 17,140 18,068
========= =========
The loss of the parent company for the year was GBP2,356,000
(2018: GBP208,000)
The financial statements were approved by the Board and
authorised for issue on 14 May 2019.
Oliver Cooke
Chairman
TAVISTOCK INVESTMENTS PLC
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEARED 31 MARCH 2019
Share Share Retained Shareholder
Capital Premium deficit funds
GBP'000 GBP'000 GBP'000 GBP'000
31 March 2017 12,685 27,818 (22,461) 18,042
Issue of shares 35 64 - 99
Loss before and after tax - - (208) (208)
Equity settled share based
payments - - 135 135
Reduction of share premium - (23,000) 23,000 -
------------- ------------- ------------- -------------
31 March 2018 12,720 4,882 466 18,068
------------- -------------- -------------- -------------
Issue of shares 381 869 - 1,250
Cost of share issue - (70) - (70)
Loss before and after tax - - (2,356) (2,356)
Equity settled share based
payments - - 248 248
------------- -------------- --------------- --------------
31 March 2019 13,101 5,681 (1,642) 17,140
------------- -------------- -------------- -------------
On 27 February 2018, the Group reduced its share premium account
by GBP23m by special resolution and by sanction of the Courts,
resulting in a corresponding transfer of this balance to retained
earnings.
.
TAVISTOCK INVESTMENTS PLC
NOTES FORMING PART OF THE COMPANY FINANCIAL STATEMENTS
FOR THE YEARED 31 MARCH 2019
I. ACCOUNTING POLICIES
The principal accounting policies applied are summarised
below.
Basis of preparation
The financial statements have been prepared under the historical
cost convention as modified by the revaluation of Tangible Assets
and in accordance with Financial Reporting Standard 102, the
Financial Reporting Standard applicable in the United Kingdom and
the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS
102 requires the use of certain critical accounting estimates. It
also requires management to exercise judgment in applying the
company's accounting policies (see note 2 in the Group financial
statements).
These accounts do not include a Cashflow Statement, or a
Financial Instruments note, as these are disclosed in the Group
financial statements.
All accounting policies that are not unique to the company are
listed on pages 30-32. All additional accounting policies have been
applied as follows:
Going concern
The Directors' are of the opinion that the Company has
sufficient working capital for the foreseeable future and on this
basis, consider it appropriate that the accounts have been prepared
on a going concern basis.
Valuation of investments
Investments held as fixed assets are stated at cost less any
provision for impairment in value.
II. LOSS FOR THE FINANCIAL PERIOD
The Company has taken advantage of the exemption allowed under
s408 of the Companies Act 2006 and has not presented its own profit
and loss account in these financial statements. The Company's loss
for the year was GBP2,356,000 (2018: Loss of GBP208,000).
All staff are employed under Tavistock Investments Plc and staff
numbers are shown in note 5. Total staff costs total GBP557,658
(2018: GBP1,427,000).
III. INVESTMENTS 31 March 2019 31 March 2018
GBP'000 GBP'000
Subsidiary undertakings
Cost
Balance at 1 April 2018 22,437 22,687
Additions 399 -
Disposals - (250)
-------------- --------------
Balance at 31 March 2019 22,836 22,437
Provisions for impairment
Balance at 1 April 2018 (327) (327)
Impairment charge (30) -
-------------- --------------
Balance at 31 March 2019 (357) (327)
-------------- --------------
Carrying value of investments 22,479 22,110
======= =======
At the year end the Company had the following wholly owned
subsidiaries:
Registered Office Address Name Holding
1 Bracknell Beeches, Old Bracknell Tavistock Wealth Limited Direct
Lane, Bracknell, RG12 7BW
Tavistock Partners Limited Direct
Sterling McCall Limited Indirect
Tavistock Partners (UK) Direct
Ltd
Duchy Independent Financial Direct
Advisers Limited
Price Bailey Financial Direct
Services Limited
Tavistock Private Client Indirect
Limited
Cheviot Financial Planning Indirect
Limited (dissolved in
year)
The Tavistock Partnership Direct
Limited
Tavistock Direct Limited Direct
Tavistock Estates Planning Direct
Services Limited
1, The Cornerstone Market Place, Kegworth, Cornerstone Asset Holdings Direct
Derby DE74 2EE Limited
26 Upper Pembroke Street, Dublin 2, Tavistock Wealth (Global) Direct
Ireland Limited
30, Boulevard Royal, L-2449 Luxembourg, Tavistock S.Ã .r.l. Direct
Grand-Duché de Luxembourg
IV. TANGIBLE FIXED ASSETS Office fixtures,
Computer fittings
and
equipment equipment Total
GBP'000 GBP'000 GBP'000
Cost
Balance at 1 April 2018 62 439 501
Additions 20 234 254
Disposals (31) - (31)
--------- -------------- ---------------
Balance at 31 March 2019 51 673 724
--------- -------------- ---------------
Accumulated depreciation
Balance at 1 April 2018 33 156 189
Depreciation charge 17 112 129
Disposals (31) - (31)
--------- -------------- ---------------
Balance at 31 March 2019 19 268 287
--------- -------------- ---------------
Net Book Value
At 31 March 2019 32 405 437
===== ===== =====
At 31 March 2018 29 283 312
===== ===== ======
Included in Office fixtures, fittings and equipment are assets
acquired under lease agreements with a net book value of GBP360,000
(2018: GBP237,000).
V. INTANGIBLE FIXED ASSETS
Computer
software
GBP'000
Cost
Balance at 1 April 2018 490
Additions 9
Disposals (3)
---------------
Balance at 31 March 2019 496
---------------
Accumulated amortisation
Balance at 1 April 2018 120
Amortisation charge 128
Disposals (3)
---------------
Balance at 31 March 2019 245
---------------
Net Book Value
At 31 March 2019 251
=====
At 31 March 2018 370
======
VI. DEBTORS: due within one year 31 March 2019 31 March 2018
GBP'000 GBP'000
Trade debtors - 15
Prepayments and accrued income 227 244
Other debtors 152 96
Amounts owed by subsidiary undertakings 818 609
------------ ------------
1,197 964
===== =====
VII. DEBTORS: due after one year 31 March 2019 31 March 2018
GBP'000 GBP'000
Deferred tax asset 299 299
------------ ------------
299 299
===== =====
The Directors anticipate that the Deferred tax asset relating to
losses brought forward will be realised within the medium term.
VIII. CASH AND CASH EQUIVALENTS
31 March 2019 31 March 2018
GBP'000 GBP'000
Cash at bank and in hand 349 278
------------- -------------
349 278
====== ======
IX. CREDITORS: amounts falling due
within one year
31 March 2019 31 March 2018
GBP'000 GBP'000
Trade creditors 209 237
Accruals 130 225
Other tax and social security 224 114
Other creditors 136 340
Deferred consideration 500 1,100
Term loan 361 -
Amounts owed to subsidiary undertakings 4,546 2,249
------------ ------------
6,106 4,265
====== ======
X. CREDITORS: amounts falling due
after one year
31 March 2019 31 March 2018
GBP'000 GBP'000
Term loans 1,523 2,000
Other creditors 243 -
------------- -------------
1,766 2,000
====== ======
Details of the Company's borrowings are provided in note 11 of
these financial statements.
XI. SHARE CAPITAL
Details of the Company's share capital and the movements in the
period can be found in Note 15 to the consolidated financial
statements.
XII. SHARE OPTIONS
EMI Share Option Scheme
Details of the share options outstanding at 31 March 2019 can be
found in Note 16.
XIII. RELATED PARTY TRANSACTIONS
Advantage has been taken by the Company of the exemptions
provided by Section 33.1A of FRS102 not to disclose group
transactions in respect of wholly owned subsidiaries.
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
FR SFWFWLFUSESI
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