The information contained within
this announcement is deemed to constitute inside information as
stipulated under the retained EU law version of the Market Abuse
Regulation (EU) No. 596/2014 (the "UK MAR") which is part of UK law
by virtue of the European Union (Withdrawal) Act 2018. The
information is disclosed in accordance with Cavendish's obligations
under Article 17 of the UK MAR. Upon the publication of this
announcement, this inside information is now considered to be in
the public domain.
11 November 2024
Cavendish Financial
plc
("Cavendish" or the "Group")
2025 Interim
Results
Cavendish Financial plc (AIM: CAV),
a leading UK investment bank and trusted adviser to both public and
private companies, today announces unaudited interim results for
the six month period ended 30 September 2024.
H1'25 FINANCIAL
HIGHLIGHTS
• Revenues of £27.7m increasing 42% vs the same period last year
(H1'24: £19.5m)
• Cash balances at 30 September of £17.2m, an increase of 40% vs
the same date last year (H1'24: £12.3m)
• Remained strongly cash generative since the period end, with
current cash balances as at 7 November 2024 of £23.3m
• Adjusted profit before tax* of £1.8m delivers a 7% profit
margin
• Interim dividend of 0.3p per share, reflecting profitable
performance during the period and confidence in performance for the
full year
• Adjusted Earnings per Share*: 0.4p (H1'24:(1.6p))
H1'25 OPERATIONAL
HIGHLIGHTS
· More than 50 transactions executed during the period, with a
value of £1.8 billion
· Continued investment in Group talent, with select hires across
front office teams
· Non-employee costs reduced by 12% to £7.7m during the period
(H1'24: £8.8m) reflecting continued Group efficiencies, investments
in AI capabilities and the ongoing scale benefits of the
merger
*
Adjusted profit before taxation prior to share-based payments,
non-recurring items (of which there were zero in the period), share
of associate profits and fair value gains on long term
investments.
Prior period comparatives are on an unaudited pro forma basis
reflecting the addition of the unaudited consolidated results of
finnCap Group plc and the unaudited consolidated results of Cenkos
Securities plc for the relevant period as if they were consolidated
fully for that period. Pro forma information is a non-GAAP
measure and is provided to assist with a better understanding of
the Group's performance.
JULIAN MORSE AND JOHN FARRUGIA,
CO-CHIEF EXECUTIVE OFFICERS OF CAVENDISH, COMMENTED:
"Our profitable first half, in both public and private
markets, demonstrates the broad appeal of our service offering and
the efficiency of our platform. We have a solid pipeline of
both public and private transactions in train including a number of
potential IPOs.
In
the period we have executed over 50 transactions, with a value of
£1.8bn. We have increased our share in the public markets, both in
terms of the number of AIM clients (rank 1st) and also by adding
clients on the Main Market. In doing so, we have increased the
average market capitalisation of our client base.
The removal of the recent fiscal uncertainty is one step
forward in realising the value in UK small and
mid-cap quoted companies and we are committed to driving the
dialogue to stimulate further investment in such companies. We are
pleased that AIM was recognised by name during the recent Budget
Statement, which is undoubtedly a reflection of the contribution
its companies make to the UK's real economy and Cavendish is
immensely proud to play its part in this vital
sector.
Whilst market conditions have yet to improve significantly
post the general election, we remain well placed to benefit as and
when they do."
CAPITAL STRENGTH
The Group continues to have surplus
capital and a strong liquidity position, reflecting careful cash
flow management and operational efficiency. This provides the
flexibility to adapt to changing market conditions and to invest in
opportunities that align with our growth objectives.
INTERIM DIVIDEND
The Board has declared an interim
dividend of 0.3p per share in respect of the six months ended 30
September 2024 (the "Interim Dividend") (total dividend 0.25p in
FY'24). The Interim Dividend will be paid on 11 December 2024 to
shareholders registered on the record date of 22 November 2024,
reflecting Cavendish's commitment to returning value to
shareholders.
OUTLOOK
Cavendish has started the second
half well, with the H2'25 revenue run rate continuing in-line with
H1'25 and deal flow balanced across ECM, Public and Private
M&A, Debt Advisory and Private Growth Capital. We are
positive about the future as we continue to win clients and see
increasing demand for IPOs as companies seek to join the UK
markets.
In the recent UK Budget, the
Chancellor's announcement that shares in companies quoted on AIM
will be afforded 50% inheritance tax relief from 5 April 2026
recognises the vital role played by this market in the UK's
economic growth and removes any uncertainty about its
future.
We believe this relief, coupled with
the inclusion from 2027 of unused pension funds within inheritance
tax, means AIM shares will become particularly attractive from a
tax planning perspective.
UK small and mid-cap markets are
trading at historically high multi-decade discounts to their global
peers. With interest rates reducing, a positive agenda for pension
fund reforms, a stable political landscape and the uncertainty
around AIM now resolved, we see the attraction of investing in the
UK increasing and expect the headwinds that have been constraining
our markets to abate, narrowing this discount. Furthermore, we do
not expect that the modest increases to capital gains tax will
impact levels of activity for public or private company
transactions.
BUSINESS REVIEW
Revenue from public and private
market transactions continued to be well diversified.
Transaction volumes were broadly consistent with H2'24, with
the size of public market deals reducing in the latter part of the
period as the market became increasingly nervous ahead of the
Budget on 30 October 2024.
Share trading activity was
relatively buoyant in the early part of the period facilitating the
raising of funds for quoted companies, though it slowed in the
latter part of the period due to uncertainty around the
Budget.
MARKET CONDITIONS
The FTSE AIM All Share Index was
broadly flat over the six-month period to 30 September 2024, having
increased by more than 9% in the first two months and declining
thereafter. By contrast the FTSE 100 Index increased by
5.4%. Other small cap markets that were not directly affected by
fiscal uncertainty around the Budget performed well in the period
with the FTSE Small Cap index increasing by 8.6% over the period
and the FTSE 250 increasing by 8.8%. The immediate market reaction
to the Budget was a 4% increase in the value of the AIM All-Share
Index, reflecting the removal of much of the uncertainty about the
future of the market.
Other market drivers have continued
to improve gradually, with less inflationary pressure, falling
interest rates, and a new Government exploring ways to stimulate
growth.
INVESTMENT BANKING REVENUE
Investment Banking revenue comprises
recurring retainer income from corporate clients and advisory fees
earned from ECM, M&A, debt and private placings.
On a pro forma basis, revenue
increased by 49% versus the same period last year, reflecting the
diversity of our service offering and the ability to continue to
execute transactions on behalf of our clients despite sometimes
challenging market conditions.
|
6 months
ended
|
6 months
ended
|
|
30 Sep 2024
|
30 Sep 2023
|
|
Reported
|
Pro forma
|
Reported
|
|
£'000
|
£'000
|
£'000
|
Retainers
|
5,956
|
6,471
|
3,914
|
Transactions
|
18,931
|
10,287
|
8,019
|
Investment Banking
|
24,887
|
16,758
|
11,933
|
EQUITIES REVENUE
Despite subdued equity issuance and
investor demand during the period in the UK, we maintained our
proactive engagement with institutional clients and focus on the
quality of service we delivered. Market making profits and
commission income were slightly ahead of the same period last year,
on a pro forma basis.
|
6 months
ended
|
6 months
ended
|
|
30 Sep 2024
|
30 Sep 2023
|
|
Reported
|
Pro forma
|
Reported
|
|
£'000
|
£'000
|
£'000
|
Equities
|
2,820
|
2,768
|
1,432
|
OPERATING EXPENSES
Disciplined cost control delivered
improvements with a wide range of vendor services which reduced
non-employee costs by 12% compared with the same period last year
on a pro forma basis. These improvements provide us with the
headroom to fully absorb increased employee costs following the
increase to National Insurance announced in the Budget.
Increased employee costs relative to
the same period last year reflect the return to profitability and a
compensation ratio of 64%.
|
6 months
ended
|
6 months
ended
|
|
30 Sep 2024
|
30 Sep 2023
|
|
Reported
|
Pro forma
|
Reported
|
|
£'000
|
£'000
|
£'000
|
Employee benefit
|
19,841
|
17,772
|
11,855
|
Non-employee
|
7,740
|
8,769
|
5,663
|
Administrative expenses
|
27,581
|
26,541
|
17,518
|
NON-RECURRING COSTS
There were no non-recurring costs in
the period.
|
6 months
ended
|
6 months
ended
|
12 months
ended
|
|
30 Sep 2024
|
30 Sep 2023
|
31 Mar 2021
|
|
Reported
|
Reported
|
Reported
|
|
£'000
|
£'000
|
£'000
|
Negative goodwill
|
-
|
(5,771)
|
(5,771)
|
Onerous contracts
|
-
|
1,811
|
2,563
|
Group restructuring
|
-
|
620
|
2,026
|
Transactions costs
|
-
|
1,115
|
1,234
|
Non-recurring items
|
-
|
(2,225)
|
52
|
Negative goodwill reflects the
difference between of the fair value of Cavendish Securities plc's
net assets at merger and the value of the shares issued for the
purchase. Onerous contracts reflect the write down of the property
no longer occupied by Cavendish Securities plc. Group restructuring
is the cost of the headcount reduction programme and Transaction
costs cover the advisory fees relating to the
merger.
CONSOLIDATED INCOME STATEMENT
UNAUDITED FOR THE 6 MONTHS ENDED 30 SEPTEMBER
2024
|
|
|
|
|
6 months
ended
|
6 months
ended
|
12 months
ended
|
|
|
|
|
|
30 September
2024
|
30 September
2023
|
31 March
2024
|
|
|
|
|
|
Unaudited
|
Unaudited
|
Audited
|
|
|
|
|
|
£'000
|
£'000
|
£'000
|
|
|
|
|
Notes
|
|
|
|
Revenue
|
|
|
|
2
|
27,707
|
13,365
|
48,088
|
Other operating expense
|
|
3
|
(87)
|
(90)
|
(293)
|
Administrative expenses
|
|
4
|
(27,581)
|
(17,518)
|
(51,643)
|
Operating profit / (loss) before non-recurring
items
|
39
|
(4,243)
|
(3,848)
|
Non-recurring items
|
|
|
5
|
-
|
2,225
|
(52)
|
Operating profit / (loss) after non-recurring
items
|
39
|
(2,018)
|
(3,900)
|
Share of joint venture and associate
losses
|
(135)
|
(241)
|
(346)
|
Finance income
|
|
|
|
338
|
73
|
359
|
Finance charge
|
|
|
|
(190)
|
(223)
|
(425)
|
Profit / (loss) before taxation
|
|
|
|
52
|
(2,409)
|
(4,312)
|
|
|
|
|
|
|
|
|
Analysed as
|
|
|
|
|
|
|
Adjusted profit / (loss) before tax
|
|
|
1,853
|
(3,557)
|
(1,717)
|
Non-recurring items
|
|
|
|
-
|
2,225
|
(52)
|
Share based payments
|
|
|
|
(1,579)
|
(746)
|
(1,747)
|
Adjusting items
|
|
|
10
|
(222)
|
(331)
|
(796)
|
Profit / (loss) before tax
|
|
|
|
52
|
(2,409)
|
(4,312)
|
|
|
|
|
|
|
|
|
Taxation
|
|
|
|
|
(15)
|
1,168
|
766
|
Profit / (loss) attributable to equity
shareholders
|
|
37
|
(1,241)
|
(3,546)
|
Total comprehensive profit / (loss) for the
year
|
|
37
|
(1,241)
|
(3,546)
|
|
|
|
|
|
|
|
|
Earnings per share (pence)
|
|
|
|
|
|
Basic
|
|
|
|
6
|
0.01
|
(0.66)
|
(1.40)
|
Diluted
|
|
|
|
6
|
0.01
|
(0.66)
|
(1.40)
|
|
|
|
|
|
|
|
|
Analysed as
|
|
|
|
|
|
|
Adjusted profit / (loss) before tax
|
|
|
1,853
|
(3,557)
|
(1,717)
|
Share of joint venture and associate
losses
|
(135)
|
(241)
|
(346)
|
Taxation
|
|
|
|
|
(371)
|
711
|
343
|
Adjusted earnings / (loss)
|
|
|
|
1,347
|
(3,087)
|
(1,877)
|
Basic shares
|
|
|
|
330,827,536
|
187,101,924
|
252,903,559
|
Adjusted earnings / (loss) per share
|
|
|
0.4
|
(1.6)
|
(0.7)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CONSOLIDATED BALANCE SHEET
UNAUDITED FOR THE 6 MONTHS ENDED 30 SEPTEMBER
2024
|
|
30 Sep 2024
|
30 Sep 2023
|
31 Mar 2024
|
|
|
Unaudited
|
Unaudited
|
Audited
|
|
Notes
|
£'000
|
£'000
|
£'000
|
Non-current assets
|
|
|
|
|
Property, plant and
equipment
|
|
10,150
|
11,960
|
11,052
|
Intangible assets
|
|
13,432
|
13,534
|
13,436
|
Investment in associates and joint
ventures
|
|
1,947
|
1,987
|
1,982
|
Financial assets held at fair
value
|
|
451
|
746
|
538
|
Deferred tax asset
|
8
|
3,611
|
4,040
|
3,626
|
Total non-current assets
|
|
29,591
|
32,267
|
30,634
|
Current assets
|
|
|
|
|
Trade and other
receivables
|
8
|
24,338
|
17,382
|
22,714
|
Current assets held at fair
value
|
|
2,204
|
5,624
|
4,210
|
Cash and cash equivalents
|
|
17,213
|
12,341
|
20,739
|
Total current assets
|
|
43,755
|
35,347
|
47,663
|
Total assets
|
|
73,346
|
67,614
|
78,297
|
Non-current liabilities
|
|
|
|
|
Lease liability
|
|
10,597
|
10,214
|
8,713
|
Borrowings
|
|
-
|
291
|
98
|
Provisions
|
|
815
|
66
|
82
|
Total non-current liabilities
|
|
11,412
|
10,571
|
8,893
|
Current liabilities
|
|
|
|
|
Trade and other payables
|
|
21,905
|
17,247
|
29,398
|
Borrowings
|
|
291
|
414
|
386
|
Total current liabilities
|
|
22,196
|
17,661
|
29,784
|
Equity
|
|
|
|
|
Share capital
|
|
3,857
|
3,622
|
3,847
|
Share premium
|
|
3,216
|
1,716
|
3,099
|
Own shares held
|
8
|
(4,379)
|
(5,090)
|
(4,799)
|
EBT reserve
|
|
(274)
|
(350)
|
(274)
|
Merger relief reserve
|
8
|
25,151
|
25,151
|
25,151
|
Share based payments
reserve
|
|
3,365
|
3,107
|
3,766
|
Retained earnings
|
|
8,802
|
11,226
|
8,830
|
Total equity
|
|
39,738
|
39,382
|
39,620
|
Total equity and liabilities
|
|
73,346
|
67,614
|
78,297
|
CONSOLIDATED STATEMENT OF CHANGE IN EQUITY
UNAUDITED FOR THE 6 MONTHS ENDED 30 SEPTEMBER
2024
|
|
|
Own
|
|
Merger
|
Share Based
|
|
|
Share
|
Share
|
Shares
|
EBT
|
Relief
|
Payment
|
Retained
|
Total
|
|
|
Capital
|
Premium
|
Held
|
Reserve
|
Reserve
|
Reserve
|
Earnings
|
Equity
|
|
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
|
Balance at 31 March 2023
|
1,811
|
1,716
|
(1,926)
|
(294)
|
10,482
|
1,771
|
12,411
|
25,971
|
|
Total comprehensive expense for the
period
|
-
|
-
|
-
|
(56)
|
-
|
-
|
(1,185)
|
(1,241)
|
|
Transactions with owners:
|
|
|
|
|
|
|
|
|
|
Share based payments
charge
|
-
|
-
|
-
|
-
|
-
|
746
|
-
|
746
|
|
Investment in
subsidiaries
|
1,811
|
-
|
(3,164)
|
-
|
14,669
|
590
|
-
|
13,906
|
|
|
1,811
|
-
|
(3,164)
|
-
|
14,669
|
1,336
|
-
|
14,652
|
|
Balance at 30 September 2023
|
3,622
|
1,716
|
(5,090)
|
(350)
|
25,151
|
3,107
|
11,226
|
39,382
|
|
Total comprehensive expense for the
period
|
-
|
-
|
-
|
76
|
-
|
-
|
(2,381)
|
(2,305)
|
|
Transactions with owners:
|
|
|
|
|
|
|
|
|
|
Share based payments
charge
|
-
|
-
|
-
|
-
|
-
|
1,001
|
-
|
1,001
|
|
Purchase of shares
|
-
|
-
|
(67)
|
-
|
-
|
-
|
-
|
(67)
|
|
Share based payments
|
225
|
1,383
|
358
|
-
|
-
|
(342)
|
(15)
|
1,609
|
|
|
225
|
1,383
|
291
|
-
|
-
|
659
|
(15)
|
2,543
|
|
Balance at 31 March 2024
|
3,847
|
3,099
|
(4,799)
|
(274)
|
25,151
|
3,766
|
8,830
|
39,620
|
|
Total comprehensive income for the
period
|
-
|
-
|
-
|
-
|
-
|
-
|
37
|
37
|
|
Transactions with owners:
|
|
|
|
|
|
|
|
|
|
Share based payments
charge
|
-
|
-
|
-
|
-
|
-
|
789
|
-
|
789
|
|
Issued share capital
|
10
|
117
|
-
|
-
|
-
|
-
|
-
|
127
|
|
Share based payments
|
-
|
-
|
420
|
-
|
-
|
(1,190)
|
(65)
|
(835)
|
|
|
10
|
117
|
420
|
-
|
-
|
(401)
|
(65)
|
81
|
|
Balance at 30 September 2024
|
3,857
|
3,216
|
(4,379)
|
(274)
|
25,151
|
3,365
|
8,802
|
39,738
|
|
CONSOLIDATED STATEMENT OF CASH FLOWS
UNAUDITED FOR THE 6 MONTHS ENDED 30 SEPTEMBER
2024
|
|
6 months
ended
|
6 months
ended
|
12 months
ended
|
|
|
30 Sep 2024
|
30 Sep 2023
|
31 Mar 2024
|
|
|
Unaudited
|
Unaudited
|
Audited
|
|
|
£'000
|
£'000
|
£'000
|
Cash flows from operating activities
|
|
|
|
Profit / (loss) before
taxation
|
52
|
(2,409)
|
(4,312)
|
Adjustments for:
|
|
|
|
Depreciation
|
941
|
919
|
1,899
|
Amortisation
|
41
|
28
|
157
|
Share of joint venture and associate
losses
|
135
|
241
|
346
|
Negative Goodwill
|
-
|
(5,771)
|
(5,771)
|
Onerous contracts
|
-
|
1,523
|
1,522
|
Finance income
|
(338)
|
(73)
|
(359)
|
Finance charge
|
190
|
223
|
425
|
Share based payments
charge
|
1,579
|
746
|
1,747
|
Net fair value gains recognised in
profit or loss
|
87
|
90
|
305
|
Payments received of non-cash
assets
|
(226)
|
-
|
(55)
|
|
2,461
|
(4,483)
|
(4,096)
|
Changes in working capital:
|
|
|
|
Trade and other
receivables
|
(1,624)
|
3,985
|
(1,796)
|
Trade and other payables
|
(4,911)
|
(4,639)
|
7,543
|
Provisions
|
-
|
(10)
|
53
|
Cash (used in) / generated from operations
|
(4,074)
|
(5,147)
|
1,704
|
Net payments for current asset
investments held at fair value through profit or loss
|
2,006
|
(1,719)
|
(305)
|
Tax paid
|
-
|
-
|
256
|
Net
(used in) / generated from operations
|
(2,068)
|
(6,866)
|
1,655
|
Purchase of property, plant and
equipment
|
(46)
|
(109)
|
(174)
|
Purchase of intangible
assets
|
(36)
|
(70)
|
(101)
|
Proceeds on sale of
investments
|
-
|
-
|
(150)
|
Acquisition of subsidiary
|
-
|
11,576
|
11,576
|
Investment in associates and joint
ventures
|
(100)
|
(50)
|
83
|
Interest received
|
338
|
73
|
359
|
Net
cash from investing activities
|
156
|
11,420
|
11,593
|
Proceeds from exercise of
options
|
17
|
-
|
1,540
|
Interest paid
|
(14)
|
(14)
|
(34)
|
Lease liabilities
payments
|
(1,424)
|
(962)
|
(2,557)
|
Repayment of borrowings
|
(193)
|
(619)
|
(840)
|
Net
cash from financing activities
|
(1,614)
|
(1,595)
|
(1,891)
|
Net (decrease) / increase in cash
and cash equivalents
|
(3,526)
|
2,959
|
11,357
|
Cash and cash equivalents at
beginning of period
|
20,739
|
9,382
|
9,382
|
Cash and cash equivalents at end of period
|
17,213
|
12,341
|
20,739
|
NOTES TO THE FINANCIAL STATEMENTS
UNAUDITED FOR THE 6 MONTHS ENDED 30 SEPTEMBER
2024
1. BASIS OF
PREPARATION
Cavendish Financial plc (the
"Company" or the "Group") is a public limited company, limited by
shares, incorporated and domiciled in England and Wales. The
Company was incorporated on 28 August 2018. The registered office
of the Company is at One Bartholomew Close, London EC1A 7BL, United
Kingdom. The Company's registered number is 11540126. The Company
is quoted on the AIM market of the London Stock Exchange
plc.
The financial information contained
within these condensed consolidated interim financial statements is
unaudited and has been prepared in accordance with International
Accounting Standard 34 Interim Financial Reporting ('IAS 34') and
AIM Rule 18. The financial information contained in the Interim
Financial Statements is unaudited and does not constitute statutory
accounts within the meaning of Section 434 of the Companies Act
2006.
The statutory accounts for the 12
months ended 31 March 2024 have been delivered to the Registrar of
Companies. The statutory accounts have been prepared in accordance
with UK Adopted International Accounting Standards and in
accordance with applicable law. The Independent Auditor's Report to
the members of Cavendish Financial plc contained no qualification
or statement under section 498 (2) or (3) of the Companies Act
2006.
These consolidated Interim Financial
Statements contain information about the Group and have been
prepared on a historical cost basis except for certain financial
instruments which are carried at fair value. Amounts are rounded to
the nearest thousand, unless otherwise stated and are presented in
pounds sterling, which is the currency of the primary economic
environment in which the Group operates.
The preparation of these Interim
Financial Statements requires the use of certain critical
accounting estimates. It also requires Group management to exercise
judgement in applying the Group's accounting policies. Judgements
and estimates used in these Interim Financial Statements have been
applied on a consistent basis with those used in the statutory
accounts for the 12 months ended 31 March 2024.
As normal, the Group has assessed
the appropriateness of accounting on a going concern basis. This
process involved the review of a forecast for the coming 17 months,
along with stress testing a second downside scenario. Both cases
showed that the Group has the required resources to operate within
its resources during the period.
The Directors believe that the Group
has adequate resources to continue trading for at least 12 months
from the date of approval of this report. Accordingly, they
continue to adopt the going concern basis in preparing the Interim
Financial Statements.
2. Segmental
reporting
The Group is managed as an
integrated financial services group and the different revenue
streams are considered to be subject to similar economic
characteristics. Consequently, the Group is managed as one business
unit.
The trading operations of the Group
comprise of Corporate Advisory and Broking, M&A Advisory and
Institutional Stockbroking. The Group's revenues are derived from
activities conducted in the UK, although several of its corporate
and institutional investors and clients are situated overseas. All
assets of the Group reside in the UK.
|
|
|
|
|
6 months
ended
|
6 months
ended
|
12 months
|
|
|
|
|
|
30 September
2024
|
30 September
2023
|
ended 31 March
2024
|
|
|
|
|
|
Unaudited
|
Unaudited
|
Audited
|
|
|
|
|
|
£'000
|
£'000
|
£'000
|
Revenues
|
|
|
|
|
|
|
|
Retainers
|
|
|
|
|
5,956
|
3,914
|
10,028
|
Transactions
|
|
|
|
18,931
|
8,019
|
33,512
|
Equities
|
|
|
|
|
2,820
|
1,432
|
4,548
|
Total Revenue
|
|
|
|
27,707
|
13,365
|
48,088
|
|
|
|
|
|
|
|
|
Services transferred at a point in
time
|
|
20,122
|
8,665
|
36,032
|
Services transferred over a period
of time
|
7,585
|
4,700
|
12,056
|
Total Revenue
|
|
|
|
27,707
|
13,365
|
48,088
|
3. Other operating
EXpenses
|
|
|
|
|
6 months
ended
|
6 months
ended
|
12 months
|
|
|
|
|
|
30 September
2024
|
30 September
2023
|
ended 31 March
2024
|
|
|
|
|
|
Unaudited
|
Unaudited
|
Audited
|
|
|
|
|
|
£'000
|
£'000
|
£'000
|
|
|
|
|
|
|
Other operating expenses
|
|
|
(87)
|
(90)
|
(293)
|
4. Expenses by
Nature
|
|
|
|
|
6 months
ended
|
6 months
ended
|
12 months
|
|
|
|
|
|
30 September
2024
|
30 September
2023
|
ended 31 March
2024
|
|
|
|
|
|
Unaudited
|
Unaudited
|
Audited
|
|
|
|
|
|
£'000
|
£'000
|
£'000
|
|
|
|
|
|
|
|
|
Employee costs
|
|
|
18,262
|
11,109
|
34,964
|
Share based payments
|
|
|
1,579
|
746
|
1,747
|
Non-employee
|
|
|
|
7,740
|
5,663
|
14,932
|
Administrative expenses
|
|
|
27,581
|
17,518
|
51,643
|
|
|
|
|
|
|
|
|
Average number of employees
|
|
|
197
|
157
|
177
|
Employee benefit expense includes
share-based payments of £1,579k (H1 FY24: £746k).
5. Non-recurring
items
|
|
|
|
|
6 months
ended
|
6 months
ended
|
12 months
|
|
|
|
|
|
30 September
2024
|
30 September
2023
|
ended 31 March
2024
|
|
|
|
|
|
Unaudited
|
Unaudited
|
Audited
|
|
|
|
|
|
£'000
|
£'000
|
£'000
|
|
|
|
|
|
|
|
|
Negative goodwill
|
|
|
|
-
|
(5,771)
|
(5,771)
|
Onerous contracts
|
|
|
|
-
|
1,811
|
2,563
|
Group restructuring
|
|
|
|
-
|
620
|
2,026
|
Transaction fees
|
|
|
|
-
|
1,115
|
1,234
|
Non-recurring items
|
|
|
|
-
|
(2,225)
|
52
|
|
|
|
|
|
|
|
|
|
Non-recurring items in the period
relate to negative goodwill, group restructuring costs, onerous
contracts and legal and professional fees in connection with the
acquisition of Cavendish Securities plc on the 7 September 2023,
see note 9.
6. Earnings per
share
|
|
|
|
|
6 months
ended
|
6 months
ended
|
12 months
ended
|
|
|
|
|
|
30 September
2024
|
30 September
2023
|
31 March
2024
|
|
|
|
|
|
Unaudited
|
Unaudited
|
Audited
|
Earnings per share
|
|
|
|
|
|
|
Number of shares
|
|
|
|
|
|
|
Weighted average number
of shares for the
purposes
|
|
|
of basic earnings per
share
|
|
|
330,827,536
|
187,101,924
|
252,903,559
|
Weighted average dilutive
effect of conditional
share
|
|
|
awards
|
|
|
|
3,542,276
|
-
|
-
|
Weighted average number
of shares for the
purposes
|
|
|
of diluted earnings per
share
|
|
|
334,369,812
|
187,101,924
|
252,903,559
|
|
|
|
|
|
|
|
|
Profit / (loss) per ordinary share (pence)
|
|
|
|
|
|
Basic profit / (loss) per ordinary
share
|
|
|
0.01
|
(0.66)
|
(1.40)
|
Diluted profit / (loss) per ordinary
share
|
|
|
0.01
|
(0.66)
|
(1.40)
|
|
|
|
|
|
|
|
|
|
|
Shares held by the Group's Employee
Benefit Trusts have been excluded from the calculation of earnings
per share.
7. Dividends
|
|
|
|
|
6 months
ended
|
6 months
ended
|
12 months
ended
|
|
|
|
|
|
30 September
2024
|
30 September
2023
|
31 March
2024
|
|
|
|
|
|
Unaudited
|
Unaudited
|
Audited
|
|
|
|
|
|
£'000
|
£'000
|
£'000
|
|
|
|
|
|
|
|
|
Dividends proposed and
paid
|
-
|
-
|
-
|
Dividends per share
|
-p
|
-p
|
-p
|
8. Balance Sheet
Items
i)
Deferred tax asset
Deferred taxation for the Group
relates to timing difference on the taxation relief on the exercise
of options and tax losses carried forward. The amount of the asset
is determined using tax rates that have been enacted or
substantively enacted when the deferred tax assets are expected to
be recovered.
ii)
Trade and other receivables
Trade and other receivables
principally consist of amounts due from clients, brokers and other
counterparties. In addition, the Group has credit risk exposure to
the gross value of unsettled trades (on a delivery versus payment
basis) at its agency settlement agent (Pershing, a wholly owned
subsidiary of Bank of New York Mellon Corporation).
iii)
Own shares held
The value of own shares held is the cost of shares purchased in the
Group's Employee Benefit Trusts. The Trusts were established with
the authority to acquire shares in the Group and are funded by the
Group.
iv)
Merger relief reserve
The merger relief reserve
represents:
· the
difference between net book value of subsidiaries acquired via
share-for-share exchanges and the nominal value of the shares
issued as consideration. Upon consolidation, part of the merger
reserve is eliminated to recognise the pre-acquisition reserves of
Cavendish Capital Markets Limited (December 2018) and Cavendish
Securities plc (September 2023); and
· the
difference between the fair value and nominal value of shares
issued for the acquisition of Cavendish Corporate Finance (UK)
Limited and Cavendish Corporate Finance LLP from the acquisition in
December 2018.
This reserve is not
distributable.
v)
Post balance sheet events
There are no material post balance
sheet events.
9. Acquisition of
Cavendish Securites PLC
On 7 September 2023, having received
FCA approval, Cavendish Financial plc issued 181,094,721 shares to
acquired 100% of the share capital of Cavendish Securities plc by
means of a scheme of arrangement under Part 26 of the UK Companies
Act 2006 for consideration of £13.9m.
The fair value of the shares issue
was calculated using the Cavendish Financial plc market price of
9.1 pence per share, on the AIM exchange at its close of business
on 6 September 2023. The fair value was increased due to employee
share based awards outstanding at the acquisition date and reduced
due to shares held by the Cavendish Securities plc at the date of
the acquisition.
|
Book Value
|
Fair Value
|
Fair Value
|
|
6 September
2023
|
Adjustments
|
6 September
2023
|
|
£'000
|
£'000
|
£'000
|
Right of use assets
|
3,207
|
744
|
3,951
|
Deferred tax assets
|
2,049
|
(268)
|
1,781
|
Financial assets held at fair
value
|
467
|
-
|
467
|
Other non-current assets
|
408
|
-
|
408
|
Trade and other
receivables
|
8,182
|
-
|
8,182
|
Current assets held at fair
value
|
3,636
|
-
|
3,636
|
Cash and cash equivalents
|
11,576
|
-
|
11,576
|
Trade and other payables
|
(10,650)
|
328
|
(10,322)
|
Net
assets acquired
|
18,875
|
804
|
19,679
|
Fair value of equity
consideration
|
|
13,907
|
Negative goodwill
|
|
|
(5,772)
|
IFRS3 requires the acquirer to
perform a fair value exercise during the measurement period which
can last no more than twelve months from the date of acquisition.
An assessment of intangible assets was performed at the acquisition
as part of the implementation of IFRS 3. No additional assets were
recognised as a result of this review. The acquired right of use
assets and lease liabilities were recognised using the present
value of the remaining lease payments at the acquisition
date.
Transactions costs of £1.1m were
incurred in relation to the acquisition.
10. ALTERNATIVE PERFORMANCE
MEASURES
The below non-GAAP alternative
performance measures have been used.
Adjusted profit before
tax
Measure: Adjusted profit before tax
is calculated excluding share-based payments, non-recurring items,
share of associate profits and fair value gains on long term
investments.
Use: Provides a consistent measure
of the earnings performance of the core business
activities.
|
|
|
|
|
6 months
ended
|
6 months
ended
|
12 months
ended
|
|
|
|
|
|
30 September
2024
|
30 September
2023
|
31 March
2024
|
|
|
|
|
|
Unaudited
|
Unaudited
|
Audited
|
|
|
|
|
|
£'000
|
£'000
|
£'000
|
|
|
|
|
|
|
|
|
Profit / (loss) before
tax
|
|
|
|
52
|
(2,409)
|
(4,312)
|
Fair value gains on long term
investments
|
87
|
90
|
293
|
Non-recurring items
|
|
|
|
-
|
(2,225)
|
52
|
Share based payments
|
|
|
|
1,579
|
746
|
1,747
|
Share of joint venture and associate
losses
|
|
|
|
135
|
241
|
346
|
Amortisation of goodwill
|
|
|
|
-
|
-
|
157
|
Adjusted profit / (loss) before tax
|
1,853
|
(3,557)
|
(1,717)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6 months
ended
|
6 months
ended
|
12 months
ended
|
|
|
|
|
|
30 September
2024
|
30 September
2023
|
31 March
2024
|
|
|
|
|
|
Unaudited
|
Unaudited
|
Audited
|
|
|
|
|
|
£'000
|
£'000
|
£'000
|
|
|
|
|
|
|
|
|
Profit / (loss) attributable to
equity shareholders
|
37
|
(1,241)
|
(3,546)
|
Fair value gains on long term
investments
|
87
|
90
|
293
|
Non-recurring items
|
|
|
|
-
|
(2,225)
|
52
|
Share based payments
|
|
|
|
1,579
|
746
|
1,747
|
Amortisation of goodwill
|
|
|
|
-
|
-
|
157
|
Taxation
|
|
|
|
(329)
|
(408)
|
(369)
|
Adjusted earnings / (loss)
|
|
|
|
1,374
|
(3,038)
|
(1,666)
|
Basic shares
|
|
|
|
330,827,536
|
187,101,924
|
252,903,559
|
Adjusted earnings / (loss) per share
|
|
0.4
|
(1.6)
|
(0.7)
|
|
|
|
|
|
|
|
|
|
|
|