TIDMBOX
RNS Number : 4618O
Boxhill Technologies PLC
30 January 2019
This announcement contains inside information for the purposes
of Article 7 of EU Regulation 596/2014.
30 January 2019
BOXHILL TECHNOLOGIES PLC
("Boxhill", the "Group" or the "Company")
Trading & Corporate Update, Return from Suspension &
Board Changes
The Board of Directors of the Company (the "Board") is pleased
to provide the following trading statement and update on recent
developments (the "Update").
Corporate Update
Boxhill is pleased to announce the publication of its audited
annual report and accounts for the year to 31 January 2018 (the
"Annual Report") both in an announcement released at 7.00 am today
(the "Announcement") and on the Company's website, in accordance
with its articles of association. Concurrent with the release of
the Update and the Announcement, the Company is also releasing the
unaudited six-month accounts for the period to 31 July 2018 (the
"Interims").
The Annual Report has variations to the unaudited preliminary
results announced on 30 July 2018. The variation is due to the
treatment of and the impact of the disposal of Emex (as announced
and defined in the announcement of 12 July 2018 and approved by
shareholders at the General Meeting held on 30 July 2018), and as
indicated in the Strategic Report section of the Annual Report, the
Board's decision not to capitalise significant expenditure relating
to the development of internal systems. This has had a material
effect on the company's performance for 2018.
In summary, for the year to 31 January 2018 the Group
performance was as follows:
-- Revenue : GBP1,367,000 (2017: GBP1,727,000)
-- Gross Profit : GBP914,000 (2017: GBP1,165,000)
-- EBITDA : Loss of GBP1,628,000 (2017: Profit of GBP38,000)
-- Depreciation & Amortisation : GBP122,000 (2017: GBP26,000)
-- (Loss)/profit before tax : Loss of GBP1,751,000 (2017: Profit of GBP2,000)
Further detail on the performance in the year to 31 January 2018
can be found in the Annual Report and the Announcement.
The Interims show an unaudited profit before tax of GBP2,793,000
for the six-month period to 31 July 2018 following the disposal of
Emex.
The Board intends to re-convene during February 2019 the
adjourned Annual General Meeting held on 31 July 2018 and lay the
accounts for the year to 31 January 2018 before shareholders (the
"AGM"). The Board also proposes to call a General Meeting, to be
held immediately after the AGM (the "GM"). The Board intends to
publish a notice of both the adjourned AGM and GM shortly.
At the GM, the Board will propose resolutions for the following
matters:
-- Prior to the suspension of the Company's ordinary shares of
0.1 pence each ("Ordinary Shares") on 1 August 2018 (the
"Suspension"), the Ordinary Shares were trading at a 55 per cent.
Discount to their nominal value. Following discussion with the
Company's financial adviser, the Board will propose a share capital
restructuring. This will consist of a sub-division of each Ordinary
Share into one new ordinary share of 0.001 pence each ("Interim
Ordinary Shares") and one deferred share of 0.099 pence each
("Deferred Shares"), followed by a consolidation of every 1,000
Interim Ordinary Shares into one consolidated new ordinary share of
1 pence each ("New Ordinary Shares"). Therefore, it will be
proposed at the GM that the existing 2,815,829,770 Ordinary Shares
will become 2,815,829 New Ordinary Shares and 2,815,829,770
Deferred Shares (the "Restructuring"). The Deferred Shares are
expected to have no value. The Board considers that having nearly
three billion shares issued has created a negative perception of
the Company and also exposes shareholders to undue volatility.
Accordingly, the Restructuring is proposed with a view to improving
the liquidity and perception of the New Ordinary Shares.
-- The Board proposes to change the name of the Company to St. James House PLC.
A further announcement will be made when the circular to
shareholders containing the above proposals and the notice of both
the adjourned AGM and GM is published.
Trading Update
Prize Provision Services Ltd. ("PPS"), which operates as an
External Lottery Manager licensed by the Gambling Commission, has
seen steady growth since July 2018 as a result of continued system
and process upgrades in conjunction with sales and account
management activity.
Sports Club Lottery, official partner of Nottinghamshire FA, has
launched new lotteries for several new sports clubs and is
providing administration services for hundreds of sports clubs
throughout Great Britain.
The lottery for the large membership organisation announced on 1
November 2018, has been through its initiation phase with the
launch of a dedicated website and completed test marketing
activities. Throughout 2019 a series of key marketing activities
tailored to appeal to the members of the organisation have been
planned and scheduled to encourage member enrolment into the
lottery.
In addition, PPS is planning new products to further increase
the capability for participating societies and charities to raise
funds. A scratch card product has recently been launched and will
be made available to all PPS clients. Expected to retail at GBP1
with a GBP1,000 top prize, the scratch-cards are expected to best
benefit those societies who regularly meet face to face with
supporters in any environment and offer an impulse purchase which a
subscription lottery does not.
Progress at Market Access Ltd., the Group's payment and foreign
exchange ("FX") business ("Market Access"), has seen the award of
an important licence in Mauritius, new banking relationships and
the soft launch of the Market Access FX platform to small number of
select clients. The feedback from those early clients is positive
and the wider roll out of the FX platform, supported by increased
sales and marketing activity begins in 2019.
The new Market Access M3 system, which incorporates the
Timegrand software (detailed in the announcement of 10 April 2017)
and brings together international payments, FX and merchant
services, is now operational. Market Access has signed contracts
for its initial low and medium risk card processing clients and the
integration process is almost complete, with meaningful revenues
expected to begin in the near future.
The ongoing commercial arrangement between Market Access and
Emex that was outlined in the announcement of 12 July 2018 has been
delayed in becoming operational due to circumstances within Emex
that have arisen after the disposal of Emex was completed on 20
July 2018, in particular:
-- Emex Technologies Ltd being placed into administration on 5 September 2018; and
-- The establishment that the historic relationship between the
Group and Net World Ltd, a company incorporated in Mauritius
("NetWorld") was one of contract rather than ownership, and thus
that as part of the Emex disposal, MDC Nominees Ltd acquired
contractual as opposed to beneficial indirect equity rights over
NetWorld.
The commencement of payments into the sinking fund outlined in
the announcement of 12 July 2018 has therefore been delayed,
however the Board remain confident that the Company will receive
the full GBP2,000,000 repayment of the Loan Note (as defined in the
announcement of 12 July 2018) within the ten-year term of the Loan
Note.
AstroKings, the all-weather soccer pitch business located in
Nottingham in which the Group holds a carried interest through its
Soccerdome Ltd subsidiary, is seeing the benefit from both
improvements to the physical infrastructure and improved marketing,
however it is not expected to make a material contribution to the
Group's finances in the short or medium term.
Return from Suspension
Following the publication of the Annual Report and the
announcement of the Interims, the Company has requested that
trading in its Ordinary Shares resumes on AIM at 7.30 am today.
Board Changes
The Company is pleased to announce the appointment to the Board
of Graeme Paton as Chief Executive Officer and Cath McCormick as
Finance Director with effect from 30 January 2019.
Graeme joined the group as part of the acquisition in 2016 of
Emex, and since then he has held the position of Chief Technology
Officer within the Payments Division of the Group. Having founded
and built an international road transport and distribution business
between 1986 and 2003, Graeme has focussed on the technology sector
for the last 15 years. Over the last two years, Graeme has overseen
the integration of the different technologies utilised within the
Group into a platform the Board believe has great potential for the
future.
Cath also joined the Group in 2016 as Financial Controller. A
Chartered Management Accountant, Cath has worked in the finance
departments of financial services companies for over 20 years,
starting her career with Cooperative Insurance Society before
moving to Arrow Global (formerly Capquest), a leader in the
secondary consumer debt purchase sector. Cath has been responsible
for the day-to-day operation of the Group's financial and
management accounting function for over two years.
Andrew Flitcroft is stepping down from the Board with effect
from 1 February 2019 but will continue to act as Company Secretary
for Boxhill.
The Company also confirms that Clive Hyman (Non-Executive
Director) and Tim Razzall (Executive Chairman) will not be seeking
re-election at the Annual General Meeting for the year to 31
January 2019, which is expected to be held in June or July 2019.
The Company will seek to recruit a Non-Executive Chairman and
Senior Independent Non-Executive Director during the intervening
period.
For further information, contact:
Boxhill Technologies PLC
Lord Razzall, Executive Chairman
Website www.boxhillplc.com 020 7493 9644
Allenby Capital Limited
(Nomad, Financial Adviser & Broker)
John Depasquale / Nick Harriss 020 3328 5656
Disclosures pursuant to Rule 17 and Schedule 2 (g) of the AIM
Rules for Companies in respect of the appointments of Graeme David
Paton and Catherine Anne McCormick are set out below:
Graeme David Paton
Age 53
Current Directorships and Partnerships
Global Wine Distributors Limited
Thisway Scot Limited
Timegrand Limited (Group company)
Former Directorships and Partnerships within the last five
years
Drumpellier and Mount Vernon Estates Limited
EmexConsult Ltd (former Group company)
Emex Technologies Limited (former Group company)
Emex (UK) Group Limited (former Group company)
Launch Digital Ltd
Nationwide Auto Enrolment Limited
Emex Technologies Limited was placed into administration on 5
September 2018. Mr Paton was a director between 12 December 2017
and 30 July 2018. Emex Technologies Limited was a subsidiary of
Boxhill from 31 January 2016 to 30 July 2018. The administration
remains in process and the final quantum of losses to creditors is
not clear at this time.
Mr Paton owns 25,000,000 Ordinary Shares in the Company
representing 0.89 per cent. of the Company's existing issued share
capital.
Catherine Ann McCormick
Previous surname - Robinson-McCormick
Age 44
Current Directorships and Partnerships
Catherine McCormick Financial Consulting Limited
St. James House Ltd (Group company)
Former Directorships and Partnerships within the last five
years
Market Access Ltd (Group company)
Ms McCormick holds options over 20,000,000 Ordinary Shares
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END
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