TIDMACH
RNS Number : 7960K
ACHP PLC
13 April 2018
ACHP plc
13 April 2018
ACHP plc
2017 Audited Full Year Results
ACHP plc (the "Company" or "ACHP") today announces audited
results for the year ended 31 December 2017.
The Company is listed on the AIM market and owns 33% of the
voting shares and 30% of the economic rights in Asta Capital
Limited ("Asta"), one of the best performing service providers in
the Lloyd's market. After the period end date, the Company repaid
most of its borrowings and now has only GBP1.6 million of debt
remaining.
The Company was formerly known as Pro Global Insurance Solutions
plc and was renamed ACHP plc on 30 June 2017. On 22 December 2016,
the Company announced that it had conditionally agreed to sell the
shares in its subsidiaries operating its outsourcing and consulting
business to Pro Global Holdings Limited. Following the approval of
shareholders and receipt of all required regulatory approvals, the
sale was completed on 30 June 2017. The final consideration was
GBP7.0 million comprising an initial headline consideration of
GBP8.3 million less GBP1.3 million contractual closing adjustments.
GBP6.6 million from the funds received were used to fully repay the
loan from Natixis on 3 July 2017.
Enquiries:
Tim Carroll, Chairman, ACHP
plc 020 7068 8123
James Britton, Peel Hunt LLP
(nominated adviser and broker) 020 7418 8900
STRATEGIC REPORT
The Directors present their Strategic Report for ACHP plc
("the Company") for the year ended 31 December 2017.
Principal activity and review of business
The Company is listed on the AIM market and owns 33% of
the voting shares and 30% of the economic rights in Asta
Capital Limited ("Asta"), Asta is one of the best performing
third party managing agency service providers in the Lloyd's
market.
The Company was formerly known as Pro Global Insurance
Solutions plc and was renamed ACHP plc on 30 June 2017.
On 22 December 2016, the Company announced that it had
conditionally agreed to sell the shares in its subsidiaries
operating its outsourcing and consulting business to Pro
Global Holdings Limited. Following the approval of shareholders
and receipt of all required regulatory approvals, the sale
was completed on 30 June 2017. The final consideration
was GBP7.0 million comprising an initial headline consideration
of GBP8.3 million less GBP1.3 million contractual closing
adjustments. GBP6.6 million from the funds received were
used to fully repay the loan from Natixis on 3 July 2017.
Change in accounting framework
Following the sale of the Company's subsidiaries, the Company
is no longer required to prepare consolidated group accounts
and therefore the financial information presented in the
accounts as at 31 December 2017 and the comparative information
for 2016 relates to ACHP plc as a single company.
Previously the financial statements were prepared in accordance
with International Accounting Standards ("IAS"). This year
the Directors voluntarily elected to apply United Kingdom
Accounting Standards (United Kingdom Generally Accepted
Accounting Practice "UK GAAP") including FRS 102, as the
Directors are of the opinion that these accounting standards
present the financial performance and position of the Company
in the most meaningful way.
Development and financial performance during the year
The principal key performance indicators for the Company
are:
* Changes in the valuation of the investment in Asta;
* Results of operating activities during the period
comprising dividends received from the investment in
Asta less expenses incurred in operating the Company;
* Changes in cash and cash equivalents; and
* Changes in borrowings.
Operating loss from operations before finance costs for
the year to 31 December 2017 was GBP(0.3) million (2016:
GBP(1.3) million) and finance costs comprising interest
payable on borrowings were GBP(0.3) million (2016: GBP(0.5)
million). The loss recognised in these financial statements
from the sale of the Company's subsidiaries was GBP(0.5)
million (2016: GBP(2.1) million) comprising agreed adjustments
to the sale's price and other costs relating to the sale.
Total loss for the period was GBP(1.2) million (2016: GBP(3.3)
million).
The proceeds from the sale of subsidiaries and the redemption
of the preference shares held in Asta have enabled the
Company to reduce its borrowings from GBP9.0 million to
GBP1.6 million.
As a consequence of the transactions listed above, cash
and cash equivalents have increased by GBP0.3 million to
GBP0.4 million.
Financial position at the reporting date
The investment in Asta is valued at the end of 2017 at
GBP18.0 million compared to GBP19.6 million, being the
restated balance at the end of 2016 due to the change in
accounting framework. This change of GBP1.6 million is
primarily due to the redemption of the preference shares
held in Asta
Borrowings from the Company's bank and parent company have
reduced to GBP1.6 million; cash held has increased to GBP0.4
million; other net current assets have increased to GBP0.7
million.
Net assets are GBP17.0 million compared to GBP17.7 million
as at the end of 2016.
STATEMENT OF COMPREHENSIVE INCOME
For the year ended 31 December 2017
31 Dec 31 Dec
2017 2016
Notes GBP000's GBP000's
--------------------------------------- ------ ---------- ----------
Income from investment in associated
undertaking 4 822 208
Administrative expenses (1,167) (1,476)
Results of operating activities (345) (1,268)
Loss on disposal/impairment of
subsidiary undertakings 3 (525) (2,072)
Interest payable and similar expenses 5 (299) (511)
--------------------------------------- ------ ---------- ----------
Loss on ordinary activities before
taxation 6 (1,169) (3,851)
Taxation 10 - 543
--------------------------------------- ------ ---------- ----------
Loss for the year (1,169) (3,308)
--------------------------------------- ------ ---------- ----------
Earnings per share 11
Basic: Ordinary shares (pence per
share) (1.01) (2.91)
Diluted: Ordinary shares (pence
per share) (1.01) (2.91)
----------------------------------- --- ------- -------
STATEMENT OF FINANCIAL POSITION
As at 31 December 2017
31 Dec 31 Dec
2017 2016
Notes GBP000's GBP000's
----------------------------------------- ------ ---------- ----------
Fixed assets
Investment in subsidiary undertakings 3 - 8,300
Investment in associated undertaking 12 17,964 19,621
----------------------------------------- ------
17,964 27,921
---------- ----------
Current assets
Debtors - amounts falling due within
one year 13 467 75
Cash and cash equivalents 396 83
----------------------------------------- ------
863 158
---------- ----------
Current liabilities
Creditors - amounts falling due
within one year 14 (148) (3,886)
----------------------------------------- ------ ---------- ----------
Net current assets 715 (3,728)
----------------------------------------- ------ ---------- ----------
Total assets less current liabilities 18,679 24,193
----------------------------------------- ------ ---------- ----------
Creditors - amounts falling due
after one year 14 (1,645) (6,511)
----------------------------------------- ------ ---------- ----------
Net assets 17,034 17,682
----------------------------------------- ------ ---------- ----------
Capital and reserves
Called up share capital 15 2,362 2,280
Revaluation reserve 14,376 14,376
Other reserves 256 3,072
Profit and loss account 40 (2,046)
----------------------------------------- ------
Total shareholders' funds 17,034 17,682
----------------------------------------- ------ ---------- ----------
The financial statements of ACHP plc (Company number: 4200676)
were approved by the Board of Directors and authorised for issue on
9 April 2018 and were signed on its behalf on 12 April 2018 by:
Gilles Erulin
Chief Executive Officer
STATEMENT OF CHANGES IN EQUITY
As at 31 December 2017
Other reserves
-----------------------------------------
Share
Called based Profit
up payments Capital Total and
share Reval-uation ("SBP") redemp-tion other loss
capital reserve reserve reserve res-erves account Total
GBP000's GBP000's GBP000's GBP000's GBP000's GBP000's GBP000's
---------- ------------- ----------- -------------- ------------ ---------- ---------
Balance at 1 January
2016, as previously
stated 2,264 - 2,691 256 2,947 (1,683) 3,528
Changes on transition
to FRS 102 - 14,376 - - - 2,945 17,321
Loss for the year - - - - - (3,308) (3,308)
Total comprehensive
losses for the year - - - - - (3,308) (3,308)
------------------------- ------ ------- -------- ---- -------- -------- --------
Issue of share capital 16 - - - - 16
Credit to equity for
equity settled SBP - - 125 - 125 - 125
Balance at 31 December
2016 2,280 14,376 2,816 256 3,072 (2,046) 17,682
------------------------- ------ ------- -------- ---- -------- -------- --------
Balance at 1 January
2017 (restated) 2,280 14,376 2,816 256 3,072 (2,046) 17,682
Loss for the year - - - - - (1,169) (1,169)
Total comprehensive
losses for the year - - - - - (1,169) (1,169)
------------------------- ------ ------- -------- ---- -------- -------- --------
Issue of share capital 82 - (45) - (45) - 37
Credit to equity for
equity settled SBP - - 484 - 484 - 484
Transfer of lapsed
and issued equity
settled SBP - - (3,255) - (3,255) 3,255 -
Balance at 31 December
2017 2,362 14,376 - 256 256 40 17,034
------------------------- ------ ------- -------- ---- -------- -------- --------
Share-based payments reserve: The Company operated share schemes
providing for the grant of awards over ordinary shares. Awards were
recorded in this reserve.
Capital redemption reserve: The nominal value of share capital
cancelled is recorded in this reserve.
The profit and loss account reserve represents cumulative
profits or losses, net of dividends paid and other adjustments.
STATEMENT OF CASH FLOWS
For the year ended 31 December 2017
31 Dec 31 Dec
2017 2016
Note GBP000's GBP000's
------------------------------------------- ----- ---------- ----------
Net cash from operating activities 16 (730) (994)
Taxation received - 543
------------------------------------------- ----- ---------- ----------
Net cash used in operating activities (730) (451)
------------------------------------------- ----- ---------- ----------
Cash flow from investing activities
Disposal of subsidiary undertakings 6,963 -
Purchase of further shares in associate
undertaking (643) -
Receipts from redemption of associated
undertakings preference shares 2,300 1,700
Dividends received from associated
undertaking 822 208
------------------------------------------- ----- ---------- ----------
Net cash generated from investing
activities 9,442 1,908
------------------------------------------- ----- ---------- ----------
Cash flow from financing activities
Proceeds on issue of shares 37 16
Repayment of borrowings (8,130) (1,175)
Interest paid (304) (511)
------------------------------------------- ----- ---------- ----------
Net cash used in financing activities (8,397) (1,670)
------------------------------------------- ----- ---------- ----------
Net increase in cash and cash equivalents 315 (213)
Cash and cash equivalents at the
beginning of the year 83 296
Exchange gains on cash and cash
equivalents (2) -
Cash and cash equivalents at the
end of the year 396 83
------------------------------------------- ----- ---------- ----------
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2017
Significant accounting policies
The principal accounting policies are summarised below.
The accounting policies have all been applied consistently
throughout the year and the preceding year in dealing with
items which are considered material in relation to the
Company's financial statements.
General information and basis of accounting
ACHP plc is a Company incorporated in the United Kingdom
under the Companies Act. The address of the registered
office is given on page 4. The nature of the Company's
operations and its principal activities are set out in
the Strategic Report on page 1.
The financial statements have been prepared under the historical
cost convention, modified to include certain items at fair
value, and are in accordance with applicable law and United
Kingdom Accounting Standards (United Kingdom Generally
Accepted Accounting Practice "UK GAAP"), Financial Reporting
Standard (FRS 102) issued by the Financial Reporting Council.
In 2016 the Company presented, in its consolidated financial
statements, results from the sale of subsidiary undertakings
as discontinued operations. In 2017 the Company is only
presenting standalone Company financial statements, and
as a holding company, the holding, and subsequent sale,
of investments is considered part of its normal operations.
As such the loss on sale of subsidiary undertakings has
been presented within continuing operations in the Company
only financial statements.
The prior year's financial statements were prepared in
accordance with International Accounting Standards (IAS).
The Directors voluntarily changed the accounting framework
to United Kingdom Accounting Standards UK GAAP in the current
year. The prior year financial statements were restated
for material adjustments on adoption of FRS 102 in the
current year. For more information see note 21.
ACHP plc meets the definition of a qualifying entity under
FRS 102 and has therefore taken advantage of the disclosure
exemptions available to it in respect of its financial
statements. Exemptions have been taken in relation to financial
instruments and remuneration of key management personnel.
Segment reporting
As the Company currently has no identified reportable segments
no segmental analysis has been prepared.
Going concern
The Company's activities, together with the factors likely
to affect its future development, performance and position
are set out in the Strategic Report. The Strategic Report
also details: the financial position of the Company; its
cash flows and liquidity position. In addition, the section
on principal risks and uncertainties includes an analysis
of the risks the Company faces and its policies for mitigating
those risks.
After making enquiries, the Directors have a reasonable
expectation that the Company has adequate resources to
continue in operational existence for the foreseeable future.
Accordingly, the Directors continue to adopt the going
concern basis in preparing the annual report and accounts.
There are no subsequent events to suggest any going concern
issues.
Foreign currencies
The Company's functional currency is pound sterling, as
this is the currency of the primary economic environment
in which the entity operates.
The financial statements are presented in pound sterling
and rounded to the nearest thousand.
Transactions in foreign currencies are initially recorded
using the rates of exchange ruling at the date the transaction
occurs. Foreign exchange gains and losses resulting from
the settlement of such transactions are recognised in the
income statement.
Monetary assets and liabilities denominated in foreign
currencies at the period end date are translated using
the rates of exchange prevailing at the period end date.
Any gains or losses arising on translation are included
in the income statement.
Revenue recognition
Dividend income
Dividend income from investments is recognised when the
shareholders' rights to receive payment have been established.
Dividend income is shown as investment return in the income
statement.
Employee benefits
Share-based payments
The Company issues equity-settled share-based payments
to certain employees. Equity-settled share-based payments
are measured at fair value (excluding the effect of non-market-based
vesting conditions) at the date of grant. The fair value
determined at the grant date of the equity-settled share-based
payments is expensed on a straight-line basis over the
vesting period, based on the Company's estimate of shares
that will eventually vest and adjusted for the effect of
non-market based vesting conditions.
At the end of each reporting period, the Company revises
its estimate of the number of equity instruments expected
to vest. The impact of the revision of its original estimates,
if any, is recognised in profit or loss such that the cumulative
expense reflects the revised estimate, with a corresponding
adjustment to the share-based payment reserve.
Fair value is measured by use of two stochastic valuation
models, namely the Monte Carlo method and the Black-Scholes
valuation model. The expected life used in the models has
been adjusted, based on management's best estimate, for
the effects of non-transferability, exercise restriction,
and behavioural considerations.
Taxation
Current tax, including UK corporation tax and foreign tax,
is provided at amounts expected to be paid using the tax
rates and laws that have been enacted or substantively
enacted by the period end date.
The charge for taxation is based on the profit for the
period and takes into account deferred taxation.
Deferred taxation is provided in full on timing differences
between recognition of gains and losses in the financial
statements and the recognition for taxation purposes. Deferred
taxation liabilities are provided in relation to transactions
that have occurred by the period end date. Deferred taxation
assets are recognised when it is considered that the benefit
is more likely than not to accrue to the Company. Deferred
tax is measured at the average tax rates that are expected
to apply in the periods in which the timing differences
are expected to reverse, based on tax rates and tax laws
that have been enacted or substantively enacted by the
period end date. Deferred tax is measured on a non-discounted
basis.
Investment in subsidiary undertakings
Investments in subsidiary undertakings were stated at cost
less, where appropriate, provisions for impairment.
Investment in associated undertakings
Investment in associated undertakings are initially recognised
at the transaction price, including transaction costs.
The Company has elected to subsequently account for its
investment in associated undertakings at fair value, with
changes in fair value recognised in other comprehensive
income.
Fair value measurement
The best evidence of fair value is a quoted price for an
identical asset in an active market. When quoted prices
are unavailable, the price of a recent transaction for
an identical asset provides evidence of fair value as long
as there has not been a significant change in economic
circumstances or a significant lapse of time since the
transaction took place. If the market is not active and
recent transactions of an identical asset on their own
are not a good estimate of fair value, the fair value is
estimated by using a valuation technique.
Financial instruments
Financial assets and financial liabilities are recognised
when the Company becomes a party to the contractual provisions
of the instrument.
Financial liabilities and equity instruments are classified
according to the substance of the contractual arrangements
entered into.
The Company has chosen to apply the provisions of both
Section 11 and Section 12, of FRS 102, in full to account
for all of its financial instruments.
Financial assets and liabilities
Basic financial assets, include loans and receivables and
cash and cash equivalents. Basic financial liabilities,
include borrowings and other liabilities.
Financial assets and liabilities are initially measured
at the transaction price including transaction costs, unless
the arrangement constitutes a financing transaction. If
an arrangement constitutes a financing transaction, the
transaction is measured at the present value of the future
receipts / payments discounted at a market rate of interest
for a similar debt instrument.
Financial assets and liabilities that are due within one
year
Financial assets and liabilities which meet the conditions
of basic financial instruments that are classified as payable
or receivable within one year on initial recognition are
subsequently measured at the undiscounted amount of the
cash or other consideration expected to be paid or received,
net of impairment. Any losses arising from impairment are
recognised in the income statement in administrative expenses.
Financial assets and liabilities that are due after one
year
Financial assets and liabilities which meet the conditions
of basic financial instruments that are classified as payable
or receivable after one year on initial recognition are
subsequently measured at amortised cost using the effective
interest method. As the Company revises its estimates of
payments or receipts, the carrying amount of these financial
assets or financial liabilities is adjusted to reflect
actual and revised estimated cash flows. The Company recalculates
the carrying amount by computing the present value of estimated
future cash flows at the financial instrument's original
effective interest rate. The resulting adjustment is recognised
as income or expense in the income statement at the date
of the revision.
Derecognition of financial assets and liabilities
Financial assets are derecognised when and only when the
contractual rights to the cash flows from the financial
asset expire or are settled, the Company transfers to another
party substantially all of the risks and rewards of ownership
of the financial asset, or the Company, despite having
retained some, but not all, significant risks and rewards
of ownership, has transferred control of the asset to another
party.
Financial liabilities are derecognised only when the obligation
specified in the contract is discharged, cancelled or expires.
Impairment of assets
Assets are assessed for indicators of impairment at each
period end date. If there is objective evidence of impairment,
an impairment loss is recognised in the income statement
as described below.
Financial assets
For financial assets carried at amortised cost, the amount
of an impairment is the difference between the asset's
carrying amount and the present value of estimated future
cash flows, discounted at the financial asset's original
effective interest rate.
For financial assets carried at cost less impairment, the
impairment loss is the difference between the asset's carrying
amount and the best estimate of the amount that would be
received for the asset if it were to be sold at the reporting
date.
Where indicators exist for a decrease in impairment loss,
and the decrease can be related objectively to an event
occurring after the impairment was recognised, the prior
impairment loss is tested to determine reversal. An impairment
loss is reversed on an individual impaired financial asset
to the extent that the revised recoverable value does not
lead to a revised carrying amount higher than the carrying
value had no impairment been recognised.
Provisions
Provisions are recognised when the Company has a present
legal or constructive obligation as a result of a past
event, and it is more likely than not that an outflow of
resources will be required to settle the obligation and
the amount can be reliably estimated. The amount recognised
as a provision is the best estimate of the expenditure
required to settle the present obligation at the balance
sheet date that is the amount that the entity would rationally
pay to settle the obligation at the balance sheet date
or to transfer it to a third party.
Critical accounting judgements and key sources of estimation
uncertainty
In the application of the Company's accounting policies, which
are described in note 1, the Directors are required to make
judgements, estimates and assumptions about the carrying amounts of
assets and liabilities that are not readily apparent from other
sources. The estimates and associated assumptions are based on
historical experience and other factors that are considered to be
relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an
ongoing basis. Revisions to accounting estimates are recognised in
the period in which the estimate is revised if the revision affects
only that period, or in the period of the revision and future
periods if the revision affects both current and future
periods.
Key sources of estimation uncertainty
The key assumptions concerning the future, and other key sources
of estimation uncertainty at the balance sheet date, that have a
significant risk of causing a material adjustment to the carrying
amounts of assets and liabilities within the next financial year,
are discussed below.
Valuation of investment in associated undertaking
Determining the fair value of the Company's investment in its
associated undertaking requires estimation. As the investment is
not quoted in an active market and the price of a recent
transaction for an identical asset is unavailable; the Company is
required to estimate the fair value by means of a valuation
technique. The valuation technique is to estimate what the
transaction price would have been on the measurement date in an
arm's length exchange motivated by normal business
considerations.
The valuation applies judgement and makes assumptions when
determining what maintainable annual profits are reasonably
expected to be should the associated undertaking operate at its
current size and capacity, without making any allowances for risk
or growth.
Judgement and assumptions are similarly made when deciding what
multiples to apply to the maintainable profits. The multiples
should reflect the combination of the growth prospects of the
business and the inherent risks of the industry as a whole and the
Company in particular. The Company's applied multiples were agreed
by the Directors and reflect Asta's risk and growth prospects.
.
Sale of subsidiary undertakings
The Company announced the sale of all its subsidiary
undertakings to Pro Global Holdings Limited on 22 December 2016.
Following regulatory approval, the sale completed on 30 June 2017.
Details of the subsidiary undertakings wholly disposed of are
below:
Subsidiary undertakings disposed Portion of ownership held and disposed
---------------------------------------------------------------------- ----------------------------------------
C.I.R.A.S Limited 100.00%
Chiltington Holdings Limited * 100.00%
Chiltington Internacional S.A de CV 85.00%
Chiltington International Holding GmbH * 100.00%
Chiltington International Inc 100.00%
Chiltington International Limited 100.00%
Hermes People Limited 100.00%
P.I.R Holder S.L. (formerly Chiltington Internacional S.L.) 100.00%
Pro Claims Solutions GMBH 100.00%
PRO Insurance Solutions Limited * 100.00%
Pro Insurance Solutions S.A. (formerly Chiltington Internacional S.A.) 98.00%
Pro Insurance Solutions GmbH 100.00%
PRO IS, Inc * 100.00%
Pro US Holdings, Inc * 100.00%
Professional Resources Limited 100.00%
Professional Resources SA 85.00%
STRIPE Global Services Limited * 100.00%
Tasca Consulting Limited 100.00%
------------------------------------------------------------------------ ----------------------------------------
* Held directly by ACHP plc
The assets disposed of and the related sale proceeds were as
follows:
30 Jun
2017
GBP000's
--------------------------------------- ----------
Investment in subsidiary undertakings
disposed 8,300
Loss on disposal of operations (1,337)
----------------------------------------- ----------
Sale proceeds 6,963
Satisfied by:
Cash and cash equivalents 6,963
----------------------------------------- ----------
The consideration was settled in cash by the purchaser on 30
June 2017. The loss on disposal/impairment of subsidiary
undertakings is:
31 Dec 31 Dec
2017 2016
GBP000's GBP000's
--------------------------------------------- ---------- ----------
Impairment of investment in subsidiary
undertakings - (2,072)
Loss on disposal of operations (1,337) -
Intercompany write-backs and costs directly
related to the sale 812 -
Loss on disposal/impairment of subsidiary
undertakings (525) (2,072)
--------------------------------------------- ---------- ----------
Income from investment in associated undertaking
31 Dec 31 Dec
2017 2016
GBP000's GBP000's
------------------------------------------ ---------- ----------
Ordinary share dividends received
from associated undertaking 714 -
Preference share dividends received
from associated undertaking 108 208
Total income from interest in associated
undertaking 822 208
-------------------------------------------- ---------- ----------
Interest payable and similar expenses
31 Dec 31 Dec
2017 2016
GBP000's GBP000's
-------------------------------------- ---------- ----------
Interest payable on bank borrowings (164) (379)
Interest payable on other borrowings (91) (108)
Commitment fee payable on other
borrowings (44) (24)
---------------------------------------- ---------- ----------
Total finance costs (299) (511)
---------------------------------------- ---------- ----------
Loss on ordinary activities before taxation
Loss on ordinary activities before taxation is stated after
charging/(crediting):
31 Dec 31 Dec
2017 2016
GBP000's GBP000's
----------------------------- ---------- ----------
Net foreign exchange losses (153) (265)
Share-based payments (484) (125)
------------------------------- ---------- ----------
Auditor's remuneration
An analysis of auditor's remuneration is as follows:
31 Dec 31 Dec
2017 2016
GBP000's GBP000's
---------------------------------------- ---------- ----------
Fees payable to the Company's auditor
for the audit of the Company's annual
accounts 30 40
Fees payable to the Company's auditor
for audit related assurance services 22 20
----------------------------------------- ---------- ----------
Total auditor's remuneration 52 60
----------------------------------------- ---------- ----------
There were no non-audit services provided to the Company.
Staff numbers and costs
The average monthly number of employees including Executive
Directors was:
31 Dec 31 Dec
2017 2016
----------------------------- -------- --------
Executive and management 1.4 6.0
Other - -
Average number of employees 1.4 6.0
------------------------------- -------- --------
Their aggregate remuneration comprised:
31 Dec 31 Dec
2017 2016
GBP000's GBP000's
------------------------------- ---------- ----------
Salaries 548 254
Social security costs 10 64
Pension costs - -
Redundancy payments 206 -
Total employees' remuneration 764 318
--------------------------------- ---------- ----------
Included in salaries is a share-based payments expense of
GBP484k (2016: GBP125k) which arose from transactions accounted for
as equity settled share-based payment transactions.
Directors' remuneration and transactions
31 Dec 31 Dec
2017 2016
GBP000's GBP000's
---------------------------------- ---------- ----------
Directors' remuneration:
Emoluments 150 544
Company contributions to pension
schemes - 34
Share-based payments 365 75
515 653
---------- ----------
Two Directors were awarded shares during the year (2016: one).
Two Directors exercised share options during the year (2016:
none).
Retirement benefits are accruing to no Directors under the
Company's defined contribution pension scheme (2016: two).
31 Dec 31 Dec
2017 2016
GBP000's GBP000's
---------------------------------- ---------- ----------
Remuneration of the highest paid
Director:
Emoluments 62 487
Company contributions to pension
schemes - 34
62 521
---------- ----------
The highest paid Director did not exercise any share options
during the year and also received no shares under the Company's
share schemes.
Taxation
31 Dec 31 Dec
2017 2016
GBP000's GBP000's
-------------------------------------------- ---------- ----------
Current taxation on loss on ordinary
activities:
UK Corporation tax on loss for
the year - -
Group relief surrendered at non-standard
rates - 543
Total taxation - 543
---------------------------------------------- ---------- ----------
Loss for the year (1,169) (3,851)
Taxation at standard UK corporation
tax rate of 19.25% (2016: 20%) 225 770
Effects of:
(Income)/expenses not taxable/deductible
for tax purposes 386 (450)
Effect of unutilised losses (611) (83)
Group relief recoverable at non-standard
rates - (237)
Group relief surrendered at non-standard
rates - 543
UK Corporation tax on loss for
the year - 543
---------------------------------------------- ---------- ----------
Effective 1 April 2017 the UK corporation tax rate reduced from
20% to 19%. A further reduction in the UK corporation tax rate from
19% to 17% (effective from 1 April 2020) was substantively enacted
in March 2016, and has therefore been considered when calculating
deferred tax at the reporting date. Deferred tax balances at the
reporting date are measured at 17% (2016: 17%).
There is an unrecognised deferred tax asset of GBP589k (2016:
GBP3,324k) in respect of accumulated losses that has not been
recognised, as it is not certain that the Company will be able to
realise this asset by generating sufficient future taxable
profits.
Earnings per share
31 Dec 31 Dec
2017 2016
GBP000's GBP000's
--------------------------------------- ------------ ------------
Earnings
Earnings for the purposes of basic
earnings per share being net loss
attributable to equity holders
of the Company (1,169) (3,308)
31 Dec 31 Dec
2017 2016
--------------------------------------- ------------ ------------
Number of shares
Weighted average number of Ordinary
Shares for the purposes of basic
earnings per share 115,906,970 113,637,418
Effect of dilutive potential Ordinary
Shares: Share options - -
Weighted average number of Ordinary
Shares for the purposes of diluted
earnings per share 115,906,970 113,637,418
----------------------------------------- ------------ ------------
31 Dec 31 Dec
2017 2016
Basic earnings per share UK pence UK pence
--------------------------------------- ------------ ------------
Basic: Ordinary Shares (pence per
share) (1.01) (2.91)
Diluted: Ordinary Shares (pence
per share) (1.01) (2.91)
----------------------------------------- ------------ ------------
Investment in associated undertaking
The Company has a 30% interest in Asta Capital Limited ("Asta"),
a private company incorporated in Great Britain. The Company owns
300 GBP1 ordinary shares and 1,064 1p B shares (2016: 300 GBP1
ordinary shares and 2,299,700 GBP1 preference shares). Asta is a
leading turnkey managing services company in Lloyds.
The Company previously accounted for its investment at cost,
less any provisions for impairment. When the Company transitioned
to FRS 102, it elected to value its investment at fair value
through other comprehensive income, as explained in accounting
policy note 1i.
31 Dec 31 Dec
2017 2016
Carrying Carrying
value Cost value Cost
GBP000's GBP000's GBP000's GBP000's
-------------------------- ---------- ---------- ---------- -----------------------
Balance at 1 January,
as previously stated 19,621 2,300 4,000 4,000
Change on transition
to FRS 102 - - 17,321 -
-------------------------- ---------- ---------- ---------- -----------------------
Balance at 1 January,
(restated) 19,621 2,300 21,321 4,000
1,064 1p B shares
acquired 643 643 - -
Redemption of preference
shares (2,300) (2,300) (1,700) (1,700)
Balance at 31 December 17,964 643 19,621 2,300
---------------------------- ---------- ---------- ---------- -----------------------
Asta's shares are not traded in an active market, and there is
no quoted market price available. An independent valuation was
carried out on 30 November 2016 which valued the Company's equity
investment at GBP17,321k. For the purpose of these financial
statements, this was taken as the value at 31 December 2016 and 31
December 2017.
The valuation was prepared on an earnings basis by applying
multiples to adjusted maintainable earnings before interest tax,
depreciation and amortisation ("EBITDA"). This basis was chosen as
Asta has a history of making profits. The maintainable EBITDA is
the sustainable profit figure which could reasonably be expected to
be produced annually by Asta operating at its current size and
capacity, without any allowances for risk or growth. The multiples
used were agreed by the Directors and reflect Asta's risk and
growth prospects.
On 2 August 2017 Asta redeemed its remaining preference shares
realising GBP2,300k.
Debtors
31 31
Dec Dec
2017 2016
Due Due Due Due
within after within after
one one one one
year year Total year year Total
GBP000's GBP000's GBP000's GBP000's GBP000's GBP000's
------------------- --------- --------- ---------- --------- --------- ----------
Due from: parent
company 75 - 75 75 - 75
Due from: related
parties 338 - 338 - - -
Other debtors 54 - 54 - - -
Total debtors 467 - 467 75 - 75
-------------------- --------- --------- ---------- --------- --------- ----------
Creditors
31 31
Dec Dec
2017 2016
Due Due Due Due
within after within after
one one one one
year year Total year year Total
GBP000's GBP000's GBP000's GBP000's GBP000's GBP000's
------------------------------ --------- --------- ---------- --------- --------- ----------
Bank borrowings - - - (2,828) (2,944) (5,772)
Other borrowings
due to: parent
company - (1,645) (1,645) - (3,220) (3,220)
Interest on borrowings (4) - (4) (388) (347) (735)
Other liabilities
and provisions
Due to: group undertakings - - - (275) - (275)
Due to: related
parties (97) - (97) - - -
Accruals (47) - (47) (395) - (395)
Total creditors (148) (1,645) (1,793) (3,886) (6,511) (10,397)
------------------------------- --------- --------- ---------- --------- --------- ----------
Bank borrowings - The Company had a secured loan facility with
Natixis Bank which was secured by the Company's investment in Asta.
The rate of interest for the loan was 6 month LIBOR plus a margin
of 4.5%. On 3 July 2017, this facility was fully repaid (2016:
balance GBP6,432k).
Other borrowings - At 31 December 2017, an EUR8 million facility
was in place for an unsecured revolving facility with the Company's
ultimate parent company, Financière Pinault. With effect from 31
March 2018, the capacity of this facility was reduced to EUR1.9
million. The rate of interest for the loan is 3.5% per annum above
LIBOR and the facility's final maturity date is 30 September 2019.
On 31 August 2017, EUR1,981k of the outstanding balance was repaid.
At 31 December 2017 the balance payable including interest was
GBP1,649k (2016: GBP3,295k).
Called up share capital
31 Dec 31 Dec
2017 2016
Number GBP000's Number GBP000's
----------------------------- ------------ ---------- ------------ ----------
Allotted and fully paid
ordinary shares of GBP0.02
Balance at 1 January 113,977,782 2,280 113,977,782 2,280
Settlement of share-based
payments 4,146,066 82 - -
Balance at 31 December 118,123,848 2,362 113,977,782 2,280
------------------------------ ------------ ---------- ------------ ----------
The Company has one class of ordinary shares which carry no
right to fixed income.
On 11 July 2017 and 6 November 2017 the Company issued 4,018,566
GBP0.02 ordinary shares and 127,500 GBP0.02 ordinary shares
respectively, relating to shares vesting under certain award
schemes. There are no ongoing share based payment arrangements.
Net cash from operating activities
31 Dec 31 Dec
2017 2016
GBP000's GBP000's
---------------------------------------- ---------- ----------
Loss for the year (1,169) (3,308)
Adjustments for:
Taxation - (543)
Finance costs 299 511
Income from investment in associated
undertaking (822) (208)
Effect of foreign exchange rate
changes 50 133
Loss on disposal/impairment of
subsidiary undertakings 1,337 2,072
Share-based payment charge 484 125
------------------------------------------ ---------- ----------
Operating cash flow before movements
in working capital 179 (1,218)
(Increase)/decrease in debtors (392) 2,675
Decrease in creditors (517) (2,451)
Net cash from operating activities (730) (994)
------------------------------------------ ---------- ----------
Contingent liabilities
At 31 December 2017, the Company did not have any material
contingent liabilities.
Subsequent events
There are no significant non-adjusting events after the end of
the reporting period.
Share-based payments
Until 30 June 2017 the Company operated various share schemes
designed to align the interests of senior management, staff and
shareholders to deliver outstanding results.
A written resolution, that all outstanding share awards were to
vest on completion of the sale of the Company's subsidiaries, was
passed on 22 June 2017. The sale completed on 30 June 2017 and the
resolution was effected on that date. All the outstanding share
awards were therefore exercised on 30 June 2017. Following this the
Company is not intending to issue any new shares under any
scheme.
Details of the shares outstanding are as follows:
31 Dec 31 Dec
2017 2016
Number Number
of share of share
awards awards
------------------------------------- ------------ ------------
Outstanding at the beginning of the
year 4,593,366 5,927,100
Granted during the year 1,225,000 2,041,666
Modifications made during the year (1,672,300) -
Exercised during the year (4,146,066) (793,300)
Lapsed during the year - (2,582,100)
Outstanding at the end of the year - 4,593,366
-------------------------------------- ------------ ------------
No share options were exercisable at the end of the year (2016:
GBPnil).
The Company recognised total expenses of GBP484k (2016: GBP125k)
related to share based payments in 2017:
31 Dec 31 Dec
2017 2016
GBP000's GBP000's
---------------------------------------------- ---------- ----------
Recognised in administrative expenses (156) 125
Recognised in loss on disposal of subsidiary
undertakings (328) -
Total share-based payment expense (484) 125
----------------------------------------------- ---------- ----------
For the 1,225,000 options that were granted on 1 June 2017, and
exercised on 30 June 2017. The share price on date of grant, being
14 pence per share, was used to determine their fair value.
Related party transactions
The following have been identified as related parties to the
Company for the periods presented:
-- Subsidiary undertakings;
-- Associate undertaking Asta Capital Limited and its subsidiaries ("Asta");
-- A company subject to common control, Tawa Associates Limited;
-- Directors of the Company;
-- Key management personnel: and
-- Parent company and ultimate controlling party.
Subsidiary undertakings
FRS 102 paragraph 33.1A exempts disclosure of transactions
entered into between members of the same group, provided that the
subsidiary undertakings party to the transactions are wholly owned
by the Company. Therefore, transactions and balances between the
Company and wholly owned subsidiary undertakings are not disclosed
in this note.
Associated undertaking
During the year to 31 December 2017 the Company received
dividends of GBP822k (2016: GBP208k) from Asta and its preference
shares were redeemed for GBP2,300k (2016: GBP1,700k).
Company subject to common control
During the year to 31 December 2017 the Company was charged a
management fee of GBP97k (2016: GBPnil) by Tawa Associates Limited.
At 31 December 2017 the Company owed Tawa Associates Limited GBP97k
(2016: GBPnil).
Directors of the Company
Directors' remuneration is fully disclosed in note 9.
Key management personnel
The Company has taken advantage of the FRS 102 paragraph 1.12(e)
disclosure exemption available to it in respect of remuneration to
key management personnel.
Parent company and ultimate controlling party
The ultimate parent company is Financière Pinault S.C.A., a
Société en commandite simple incorporated in France. The parent
undertaking of the largest group which includes the Company and for
which group accounts are prepared is Financière Pinault S.C.A., a
company incorporated in France. Copies of the group financial
statements of Financière Pinault S.C.A. may be obtained from the
Tribunal de Commerce de Paris, 1 Quai de Corse, 75004, Paris,
France.
During the year to 31 December 2017 Financière Pinault S.C.A.
charged the Company fees and interest of GBP135k (2016: GBP70k
being GBP145k fees and interest less a credit note of GBP75k). As
at 31 December 2017 the Company owed Financière Pinault S.C.A.
GBP1,649k (2016: GBP3,295k), full details are disclosed in note 14.
As at 31 December 2017 the Company was due GBP75k (2016: 75k) from
Financière Pinault S.C.A., full details are disclosed in note
13.
Transition to Financial Reporting Standard 102 ("FRS 102")
The Directors have voluntarily elected to apply United Kingdom
Accounting Standards (United Kingdom Generally Accepted Accounting
Practice "UK GAAP") including FRS 102 as the Directors are of the
opinion that these accounting standards present the financial
performance and position of the Company in the most meaningful and
accessible way.
This is the first year the Company has presented its financial
statements using Financial Reporting Standard 102 (FRS 102) as
issued by the Financial Reporting Council. The financial statements
were prepared in accordance with International Accounting Standards
("IAS") for the year ended 31 December 2016. The date of transition
to FRS 102 is therefore 1 January 2016. As a consequence of
adopting FRS 102, a number of accounting policies have changed to
comply with that standard. The only change to have an impact is the
change to the Company's investment in associated undertakings
accounting policy. Previously this investment was held at cost less
any provisions for impairment. On a UK GAAP basis, the Company has
chosen to subsequently account for its investment in associated
undertakings at fair value through other comprehensive income.
As at 31 Dec 2016
Changes
on transition
As previously to FRS
stated 102 As restated
Statement of other comprehensive
income GBP000's GBP000's GBP000's
----------------------------------------- --------------- ---------------- -------------
Loss for the year (3,308) - (3,308)
Other comprehensive income
Gains arising on revaluation of
investment in associated undertaking - - -
Total comprehensive losses for
the year (3,308) - (3,308)
------------------------------------------ --------------- ---------------- -------------
As at 31 Dec 2016
Changes
on transition
As previously to FRS
stated 102 As restated
Statement of changes in equity GBP000's GBP000's GBP000's
----------------------------------------- --------------- ---------------- -------------
Balance as at 1 January 2016 3,528 17,321 20,849
Loss for the year (3,308) - (3,308)
Other comprehensive income
Gains arising on revaluation of
investment in associated undertaking - - -
Total transactions recognised
directly in equity 141 - 141
Balance as at 31 December 2016 361 17,321 17,682
------------------------------------------ --------------- ---------------- -------------
This information is provided by RNS
The company news service from the London Stock Exchange
END
FR UUVBRWSASAAR
(END) Dow Jones Newswires
April 13, 2018 02:00 ET (06:00 GMT)
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