RNS Number : 0276U
Team PLC
27 June 2024
 

A black and green logo Description automatically generated

27 June 2024

TEAM plc

("TEAM " or the "Company ")

Interim Results

TEAM well-placed for International Growth on the back of Wealth exodus

 

TEAM plc (AIM: TEAM), the wealth, asset management and complementary financial services group, is pleased to announce its interim results for the six months to 31 March 2024.

Commenting on the results Mark Clubb, Executive Chairman of TEAM, said: "We have significant growth opportunities ahead. Britain has seen a material exodus of the wealthy following Brexit and tax reforms. According to a recent report* Britain will lose 9,500 millionaires this year, more than double the previous year and nearly seven times the number in 2022. Critically for TEAM, they are re-locating to cities where we are strong and can provide the financial advice and offshore services they require. This is therefore an important tail-wind as we expand our international platform servicing the financial needs of expatriates not just from Britain but from all nationalities. With AUM/A now close to 1 billion we are in a good position and will look to build on this during the reminder of the financial year and beyond." *Henley & Partners' "Private Wealth Migration Report 2024"

Financial Highlights

·    Revenues increased 116% to £4.1 million (HY 23: £1.9 million)

·    Loss before tax of £1.0m (HY 23: Loss £0.5m)

·    Group assets under management / advice up 87% to £916m (HY 23: £493m) with £97 million in model portfolios

·    Successful fund raise of £1.8 million: £1.3 million in new equity, £500,000 in a convertible loan note

Operational Highlights

·    Strategic focus on migrating assets under advice to assets under management, primarily through TEAM Multi Asset Portfolio Strategies (MPS), to drive future group profitability

·    Continued expansion of the number of financial advisors in the International division and targeting ex-pat professional clients working in Asia, Africa and the Middle East - team highly motivated to introduce clients to TEAM AM services

·    Strong growth in model portfolio AuM, up 372% to £97 million (Mar '23 £20 million), showing the benefits of vertical integration

·    Launch of unitised version in H2 24 key to unlocking Team International AuA for conversion into AuM at management fees of 0.5% - 1.5%

·    Excellent investment performance has underpinned positive response to models by advisers and their clients

·    Jersey advisory integration complete, launched in Guernsey in H2 24

Current trading

·    Stable start to the beginning of H2

·    Progressing advanced discussions with a strategic investor for additional funding and deeper collaboration


For further information, please contact:

Team plc

Tel: +44 (0) 1534 877210

Mark Clubb / Matthew Moore



 

Strand Hanson (Nominated Advisor)

Tel: +44 20 7409 3494

Richard Johnson / James Spinney / David Asquith




Oberon Capital (Joint Broker to TEAM)

Michael Seabrook, Adam Pollock, Jessica Cave

Tel: +44 20 3179 0500



Hannam & Partners (Financial Advisor to TEAM)

Tel: +44 20 7907 8500

Giles Fitzpatrick / Ernest Bell / Richard Clarke




Novella Communications (Financial PR)

Tel: +44 20 3151 7008

Tim Robertson / Safia Colebrook

team@novella-comms.com

 

 




About TEAM plc

 

TEAM plc is building a new wealth, asset management and complementary financial services group. With a focus on Jersey and International Finance Centres, the strategy is to build local businesses of scale around TEAM plc's core skill of providing investment management services. Growth will be achieved via targeted and opportunistic acquisitions, team and individual hires, collaboration with suitable partners, and by organic growth and expansion.

TEAM plc has three principal activities, Investment Management, Advisory, and International.

Investment Management provides discretionary investment management services, model portfolios, bespoke portfolios and fund management services via fixed income and equity fund vehicles. Total assets managed as at 30 September 2023 were £289 million (30 September 2022: £233 million).

Advisory - primarily for individuals resident in Jersey, investment consultancy services to wealthy individuals and trusts and treasury advisory service for institutions, professional advisers, trustees and high net worth individuals. Total assets advised on as at 30 September 2023 were £365 million (30 September 2022: £318 million).

International is the Group's financial advisory, fund distribution division and insurance brokering services covering Africa, the Middle East and Asia. Total assets advised on as at 30 September 2023 were £180 million (30 September 2022: £nil).

At 30 September 2023, the Group had 87 staff (30 September 2022: 33), with 52 in the UAE, 29 in Jersey, 3 in Singapore and 1 each in the UK, South Africa and Malaysia (30 September 2022: 32 in Jersey and 1 in the UK). There were also 10 self-employed advisers, 8 with BVI contracts and 2 in Jersey.

 

 

Executive Chairman's Statement

 

Dear Shareholders,

The six months leading up to the end of March 2024, were highly active. We completed the acquisition of Neba businesses on December 12, 2023, enhancing our international expansion. John Beverley, Neba's founder, is now CEO of our offices in Dubai, Abu Dhabi, Kenya, South Africa, Malaysia, and Singapore. He is also a substantial shareholder and between us we own 20% of the business.

At the start of the year, we focused on remediating the Globaleye businesses acquired in 2023. We are nearing the end of this process. Our recruitment efforts have intensified, beginning with the appointment of Bart Kendall as Managing Director for the Middle East and Will Price as Managing Director for Asia. The management structure is evolving positively.

We have new advisors set to join before the end of September. Our goal is to expand from around 70 advisors to over 100 within the next 12 months, with a promising pipeline already committed.

To meet cashflow requirements, we initiated a fund raise in March 2024, supported by our new Nomad, Strand Hanson, and brokers Oberon Capital. Despite challenging market conditions we successfully raised £1.8 million: £1.3 million in new equity at 20p and £500,000 in a convertible loan note from Harwood Capital.  Further details on funding requirements are set out in the Operational and Financial Review.

Since then, we are pleased to announce that we are in ongoing discussions with a strategic investor for additional funding and deeper collaboration. These talks underscore our commitment to securing partnerships that align with our long-term vision and capacity to deliver meaningful growth and value to shareholders. The potential investor is expected to bring both financial investment and strategic insights and expertise that will bolster our international market position and drive repeatable growth, although there is no guarantee that the discussions will lead to a successful conclusion. We remain dedicated to transparency throughout this process and look forward to updating shareholders on developments. This dialogue is a testament to the robust foundations we have built and our focus on future opportunities in the international financial services markets.

Our investment strategy focuses on migrating assets under advice to assets under management, primarily through TEAM Multi Asset Portfolio Strategies (MPS), which will drive future group profitability. The MPS Investment performance remains strong, and assets under management have grown to £97 million.

Period to 31 March 2024

3 month

1 year

3 year

5 year

Multi Asset Growth

6.2%

12.4%

19.3%

41.8%

MPI High Risk

4.4%

11.4%

13.1%

32.3%

Outperformance

1.8%

1.0%

6.3%

9.6%

Multi Asset Balanced

6.0%

10.7%

17.5%

27.7%

MPI Medium Risk

2.5%

8.0%

7.9%

21.5%

Outperformance

3.5%

2.7%

9.6%

6.2%

Multi Asset Cautious

4.8%

9.1%

13.1%

17.6%

MPI Low Risk

1.4%

6.4%

2.8%

10.3%

Outperformance

3.4%

2.7%

10.3%

7.3%

 

We hope that Neba Private Clients and Concentric Guernsey will be significant supporters of the TEAM MPS given its strong performance and anticipate funds to flow once the investment models are unitized, which we expect to be in Q4 2024. The UCITS unitization project will open new distribution channels, especially for the clients of our International advisers. Waystone in Dublin will handle the fund and trust administration.

We have historic annualized revenues now exceeding £9 million and approaching £1 billion in assets under advice/management, primarily in regions experiencing significant wealth growth and our clients typically have high disposable incomes.

We have significant growth opportunities ahead. Britain has seen a material exodus of the wealthy following Brexit and recent tax reforms. According to Henley & Partners' "Private Wealth Migration Report 2024," Britain will lose 9,500 millionaires this year, more than double the previous year and nearly seven times the number in 2022( www.henleyglobal.com ). Britain is second only to China for high-net-worth outflows. But it's not just the British and Chinese on the move. In 2024, a record 128,000 millionaires are expected to relocate, up from 120,000 in 2023 and 110,000 pre-pandemic in 2019.

Wealthy Britons and other nationalities are flocking to the UAE and Singapore as well as other favourable tax and investor-friendly regulation "Safe Haven's". These "Expats" or individuals living outside their native country are moving abroad temporarily or permanently for tax, work, lifestyle, retirement, or other reasons. This year, Singapore will gain 3,500 millionaires while the UAE welcomes 6,700. The UAE is rolling out the red carpet for the wealthy with a golden visa programme offering a 10-year renewable residence for a GBP500,000 property investment and no income, capital gains or inheritance taxes. The UAE now boasts 20 billionaires and 116,500 millionaires. Up and coming are Saudi Arabia, Malta, Mauritius, Monaco, Spain, France and New Zealand. All of them are projected to see net inflows of over 200 millionaires each in 2024.

The wealthy are all heading to regions where TEAM can cover their needs, they are going to require financial advice and offshore services, including asset and cash management, life insurance, tax and retirement planning, estate planning, mortgages and loans, property ownership advice, trusts and/or foundations and currency exchange.

I call these pools of expertise and services TEAM "castles", all focused on delivering strong, regulated financial services for global clients and locals, emphasizing continuity and expertise, ensuring strong client-advisor relationships and spanning borders and regulatory environments. These castles are growing in value, just on a replacement cost basis, let alone availability as jurisdictions tighten regulations and law. They have moats which are getting deeper and wider.

The TEAM strategy for growth? More castles and more advisers, with a focus on recruitment, which should deliver a growing base of clients with more disposable income.

Clients have strong relationships with their financial advisor and appreciate continuity in financial planning and investment strategies. By being part of a network, the advisor or client can maintain these relationships even if they move locations or switch firms within the network. Clients also have the security of being part of a London Stock Exchange listed "castle". For recruitment, few alternatives have the spread of network and are listed. That provides transparency, governance and security.

I remain confident in being able to achieve our short and longer-term prospects. Achieving breakeven remains the immediate aim alongside the goal of scalability and "escape velocity" targeting growing the business to £20 million in revenues, 30%+ EBITDA margin, and £4 billion in AUA/M.

 

Thank you.

 

Sincerely,

 

 

Mr J M Clubb

Executive Chair

26 June 2024

 

 

Operational and Financial Review

 

Review of the results for the period

The table below shows the Group's financial performance for the six months to 31 March 2024 along with prior comparative periods and provides a reconciliation to the underlying results, which the Company considers to be an appropriate reflection of the Group's underlying trading, and the statutory result.

The first six months of the financial year include a full contribution from Globaleye, acquired in June 2023, and a part contribution from Neba, acquired in December 2023. These acquisitions account for most of the changes from the previous interim results to March 2023.

Revenues increased 116% to £4.1 million from £1.9 million while the underlying loss before tax of the group was £1.0 million, an increase from a loss of £0.4 million. Underlying adjustments of £21,000, reflecting non-cash expenses, were down from £132,000.   The loss per share for the period was 3.5 pence (H1 23: 2.3 pence) and no dividend is recommended at this point in the Company's development (H1 23: nil).


6 months ended 31 Mar 2024 (unaudited)

6 months ended 31 Mar 2023 (unaudited)

12 months ended 30 Sept 2023 (audited)

 

£'000

£'000

£'000

Revenue

4,106

1,898

Direct Cost

(1,490)

(228)

(924)

Contribution

2,616

1,670

4,399

Total staff costs

(2,260)

(1,393)

(3,359)

Total non-staff costs

(1,348)

(651)

(1,727)

Underlying profit before tax

(992)

(374)

(687)

Underlying adjustments

(21)

(132)

244

Loss before tax

(1,013)

(506)

(443)

Tax

3

7

(2)

Loss for the period

(1,010)

(499)

(445)

 

Client assets

The table below shows the opening and closing client asset position and the movements during the period broken down by division.

Division

Investment Management

Advice and Consultancy

 International

Total


£'m

£'m

£'m

£'m

As at 30 Sept 2023

289

263*

180

732

Inflows

22

6

60

88

Outflows

(5)

(10)

-  

(14)

Other

15

13

-  

27

From acquired businesses

-  

-  

84

84

As at 30 March 2024

321

271

324

916

 

 

 

 

 

Growth in period

11%

3%

80%

25%

Net inflows (£'m)

18

- 4

60

73

Inflow as % of opening balance

6%

-2%

33%

10%

 

*£55 million of client assets where an investment reporting service is provided have been excluded from the A&C total. 

Within the Investment Management division the model portfolios, now available on five investment platforms, increased from £20 million (H1 23) to £97 million. Material flows into the models are expected from our newly established Guernsey Advice operation, and as the portfolios become available in a single UCITS structure, where they become suitable for many of our International clients.

Revenues

Total revenues rose 116% to £4.1 million (H1 23: £1.9 million). Investment and fund management ("IFM") revenues rose 23% to £0.6 million, reflecting the higher yield on the incremental asset managed in the models and the 11% increase in AUM. Advisory and Consultancy ("A&C") revenues fell 36% to £1.0 million (H1 23: £1.6 million), primarily as there was a one-off settlement of £0.6 million received in the prior period. Excluding this item revenues were up 3%. International recorded its first H1 revenues of £2.5 million (H1 23: nil).

Costs

Direct costs, being the cost of commissions paid to International advisers, and the custody and trading costs incurred for certain clients in IFM, rose significantly from £0.2 million to £1.5 million. This is a feature of the International business model, where the self-employed adviser receive no or small salaries, and high commission shares on business written. The indirect cost, being primarily the costs of staff, office and technology, rose to £3.6 million, up 76% on H1 23. Of this increase of £1.6 million, £1.5 million was from International, with the costs across the rest of the group falling by 2% despite inflation running at over 7% in Jersey. This reflects the cost cutting measures taken in the consolidation of the A&C division (down 9%) and in IFM (down 12%).

Loss before tax

The resulting loss before tax for the half year was £1.0 million (H1 23: £0.5 million), with the underlying position a loss of £1.0 million (H1 23: £0.4 million)

The underlying adjustments are shown in the below table:


6 months ended 31 Mar 2024 (unaudited)

6 months ended 31 Mar 2023 (unaudited)

12 months ended 30 Sept 2023 (audited)

 

£'000

£'000

£'000

Underlying (loss) before tax

(992)

(374)

(687)

Amortisation of client relationships

(497)

(497)

(995)

Acquisition related expenses

(52)

-

(222)

Changes in deferred consideration

670

452

1,680

Interest and depreciation

(142)

(87)

(219)

Total underlying adjustments

(21)

(132)

(682)

(Loss) before tax

(1,013)

(506)

(443)

 

Adjustments to the statutory loss have been selected to give a more informative indication of the trading of the group.

Amortisation of client relationships was unchanged at £0.5 million. Acquisition related expenses incurred in the period were £52,000 (H1 23: nil). Changes in deferred consideration were £0.7 million (H1 23: £0.5 million) of which £0.5 million was from the fall in the value of the 3.2 million shares due to be issued for the consideration to acquire Neba, and £0.2 million from the fall in the expected revenue related deferred consideration for the Omega acquisition.

Segmental analysis

The Group operates in three divisions, supported by the PLC head office. International is a new division following the Globaleye and Neba acquisitions:

6 months ended 31 Mar 2024

(unaudited)

IFM

A & C

International

Group and consolidation adjustments

Group

 

£'000

£'000

£'000

£'000

£'000

Revenue

630

998

2,477

1

4,106

Direct Cost

(209)

(6)

(1,261)

(15)

(1,490)

Contribution

421

992

1,216

(14)

2,616

Indirect Costs

(649)

(1,025)

(1,522)

(412)

(3,608)

Underlying (loss) before tax

(228)

(33)

(305)

(426)

(992)

Underlying adjustments

-

-

-

(21)

(21)

(Loss) before tax

(228)

(33)

(305)

(447)

(1,013)

Tax

4

-

(1)

-

3

(Loss) for the period

(224)

(33)

(306)

(447)

(1,010)









 

6 months ended 31 Mar 2023

(unaudited)

IFM

A & C

Group and consolidation adjustments

Group

 

£'000

£'000

£'000

£'000

Revenue

511

1,548

(161

1,898

Direct Cost

(200)

-

(28)

(228)

Contribution

311

1,548

(189)

1,670

Indirect Costs

(715)

(1,166)

(163)

(2,044)

Underlying (loss)/profit before tax

(404)

382

(352)

(374)

Underlying adjustments

-

-

(132)

(132)

Profit before tax

(404)

382

(484)

(506)

Tax

43

(36)

-

7

(Loss)/profit for the period

(361)

346

(484)

(499)

 

12 months ended 30 Sept 2023 (audited)

IFM

A & C

International

Group and consolidation adjustments

Group

 

£'000

£'000

£'000

£'000

£'000

Revenue

951

3,039

1,332

1

5,323

Direct Cost

(372)

-

(497)

(55)

(924)

Contribution

579

3,039

835

(54)

4,399

Indirect Costs

(1,416)

(2,052)

(967)

(651)

(5,086)

Underlying (loss) /profit before tax

(837)

987

(132)

(705)

(687)

Underlying adjustments

-

-

-

244

244

(Loss)/ Profit before tax

(837)

987

(132)

(461)

(443)

Tax

(4)

5

(3)

-

(2)

(Loss)/ profit for the year

(841)

992

(135)

(461)

(445)








 

Taxation

Regulated financial services businesses in Jersey pay a flat corporation tax rate of 10%. The treasury services business is not regulated and has a nil tax rate. The International entities operate predominantly in nil corporation tax environments.

Earnings per share

The Groups underling loss per share was 3.5 pence, an increase of 52% from a loss per share of 2.3 pence in H1 23.

Financial position and going concern

The Group's cash position has increased from £0.9 million to £1.5 million. As at 31 March 2024 the regulated entities within the Group all held in excess of the required level of regulatory assets.

The Directors have prepared financial projections along with sensitivity analyses of reasonably plausible alternative outcomes, covering clients and assets, cost inflation and take up of group services. The forecasts demonstrate that the Directors have a reasonable expectation that the Group will require additional financial resources to meet working capital requirements and the cash-settled deferred consideration liabilities due in the financial year ending 30 September 2025. The requirement for additional fundraising has been highlighted as a feature of the business model for TEAM in the initial years on the business plan. The placing and subscription in May 2024, which raised £1.3 million and an additional £0.5 million via a convertible loan note, has enabled the business to recapitalise the Globaleye entities and top up the regulatory capital of the nine regulated entities. Further external funding will be required to see the business through to a cash flow positive state and to fund all deferred consideration payments and the Board is in advanced discussions with various parties to provide such funding.  The track record of TEAM in fund raising from the current and potential shareholder base, and the ongoing funding discussions, gives the Board sufficient confidence to consider the going concern basis to be appropriate for the accounts. 

Dividend

The Group is at the early stages of building the business, and so is consuming capital. No dividends are expected to be paid until underlying profits are made.

 

 

Mr M C Moore

CFO and COO

26 June 2024

 Consolidated Statement of Comprehensive Income

 



6 months ended

6 months ended

12 months ended



31 Mar 2024

31 Mar 2023

30 Sept 2023



(unaudited)

(unaudited)

(audited)


Note

£'000

£'000

£'000

Revenues

3

4,106

1,898

5,323

Cost of sales

 3 

(1,490)

(228)

(924)

Operating expenses

3

(4,236)

(2,610)

(6,474)

Operating (loss)


(1,620)

(940)

(2,075)



 



Operating (loss) before exceptional items

(1,568)

(940)

(1,853)

Exceptional items

 8

(52)

-

(222)

Operating (loss) after exceptional item

(1,620)

(940)

(2,075)



 



Fair value gains on financial instruments

 5

670

452

1,680

Share award expense


-

-

(13)

Other charges


(63)

(18)

(35)

(Loss) on ordinary activities before tax

(1,012)

(506)

(443)

Taxation


(3)

(7)

2

(Loss) for the year/ period and total comprehensive loss

(1,010)

(499)

(445)



 





 



Loss per share (basic and diluted)

11

(3.5p)

(2.3p)

(2.0p)

 

The accompanying notes on pages 15 to 24 form an integral part of these Condensed consolidated financial statements.

Consolidated Statement of Financial Position

 



31 Mar 2024

31 Mar 2023

30 Sept 2023



(unaudited)

(unaudited)

(audited)


Note

£'000

£'000

£'000

ASSETS

Non-current assets





Intangible assets


5,888

6,883

6,386

Goodwill

7,092

1,896

6,012

Property, plant & equipment

   7

65

79

80

Right of use asset

503

615

574

Deferred tax


157

199

152

Long term deposit


74

67

71



13,780

9,739

13,275

Current assets


 



Trade, other receivables and prepayments


880

961

731

Cash and cash equivalents

1,522

864

1,938



2,402

1,825

2,669

Total assets


16,182

11,564

15,944

LIABILITIES





Amounts falling due within one year

 



Trade and other payables


(1,957)

(565)

(2,080)

Lease liability


(94)

(110)

(152)

Deferred consideration

5

(1,320)

(1,338)

(3,756)



(3,371)

(2,013)

(5,988)

Amounts falling due after one year

 



Lease liability

(446)

(555)

(441)

Loan notes

(1,184)

(838)

(425)

Deferred consideration                                             5

(1,115)

-

(865)



(2,745)

(1,393)

(1,731)

Total liabilities


(6,116)

(3,406)

(7,719)

Total net assets


10,066

8,158

8,225






EQUITY


 



Stated capital

9

15,200

12,349

12,349

Share award reserve


13

-

13

Retained earnings


(5,147)

(4,191)

(4,137)

Total Equity


10,066

8,158

8,225

 

The condensed consolidated interim financial statements were approved and authorised for issue by the board of the directors on 26 June 2024 and were signed on its behalf by:

Mr J M Clubb                                                                               Mr M C Moore

Executive Chair                                                                            CFO and COO

Consolidated Statement of Cash Flows

 



6 months ended

6 months ended

12 months ended



31 Mar 2024

31 Mar 2023

30 Sept 2023



(unaudited)

(unaudited)

(audited)


Note

£'000

£'000

£'000

Cash flows from operating activities

 



(Loss) for the year before tax


(1,013)

(506)

(443)

Adjustments to cash flows from non-cash items:

 

 


Depreciation and amortisation


576

567

1,166

Finance costs


64

18

35

Fair value (gains) on financial instruments


(670)

(452)

(1,680)

Share award expense


-

-

13

Trade and other receivables


(152)

87

(336)

Trade and other payables


21

(494)

425

Net cash outflow from operating activities

(1,174)

(780)

(820)



 



Cash flows from investing activities

 



Payment of deferred consideration

-

-

(20)

Acquisition of property, plant and equipment

-

(30)

(45)

Net cash outflow from investing activities

-

(30)

(65)



 



Cash flows from financing activities

 



Lease liability paid


(58)

(73)

(201)

Proceeds from loan notes issued


735

-

425

Net cash flow from financing activities

677

(73)

224



 



Net decrease in cash and cash equivalents

(497)

(883)

(661)

Cash and cash equivalents from at beginning of period/ year

1,938

1,747

               1,747

Cash and cash equivalents from acquired subsidiaries

                                  81

                                  -

                             852

Cash and cash equivalents at end of period/ year

1,522

864

1,938

 

Consolidated Statement of Changes in Equity

 



Stated

Share award

Retained

Total 

 


capital

Reserve

earnings

equity

 


£'000

£'000

£'000

£'000

 


 

 

 

 

At 1 October 2022


12,349

-

(3,629)

8,657

(Loss) for the period


                 -

-

(499)

(499)

At 31 March 2023


12,349

-

(4,191)

8,158

 

 

 







Stated

Share award

Retained

 

 


capital

reserve

earnings

Total

 


£'000

£'000

£'000

£'000

 


 

 

 

 

At 1 April 2023


12,349

-

(4,191)

8,158

Profit for the period


                 -

-

54

54

Share award for the year


-

13

-

13

At 30 September 2023


12,349

13

(4,137)

8,225

 

 








Stated

Share award

Retained

 

 


capital

reserve

earnings

Total

 


£'000

£'000

£'000

£'000

 


 

 

 

 

At 1 October 2023


12,349

13

(4,137)

8,225

New share Capital


2,851

-

-

2,851

(Loss) for the period


                 -

-

(1,010)

(1,010)

At 31 March 2024


15,200

13

(5,827)

10,066



Notes to the Consolidated Financial Statements

 

1.         General information

 

TEAM plc (the "Company") is the parent company of a group of companies (the "Group") which offers a range of investment management, fund management, financial planning and other financial services to retail, professional and institutional clients.

 

The Company is a public limited company and is incorporated and domiciled in Jersey, Chanel Islands. The address of the registered office is 6 Caledonia Place, St Helier, Jersey, JE2

 

2.         Accounting policies

 

Basis of preparation and accounting policies

The accounting policies and estimates adopted are consistent with those of the previous financial period as disclosed in the 2023 Report and Audited Consolidated Financial Statements.

 

The financial information in this interim report has been prepared in accordance with the disclosure requirements of the AIM Rules for Companies and the recognition and measurements of International Financial Reporting Standards ("IFRS"), as adopted by the European Union ("EU"). They have been prepared on a going concern basis with reference to the accounting policies and methods of computation and presentation set out in the Group's Consolidated financial statements for the year ended 30 September 2023.

 

The Interim Condensed consolidated financial statements do not include all the information and disclosures required in the annual financial statements and should be read in conjunction with the Group's audited financial statements for the year ended 30 September 2023, which have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB"), the interpretations issued by the International Financial Reporting Interpretations Committee ("IFRIC") and the requirements of Companies (Jersey) Law 1991.

 

The information relating to the six months ended 31 March 2024 is unaudited and does not constitute statutory financial statements. The Group's Consolidated financial statements for the year ended 30 September 2023 have been reported on by the Group's auditor. The report of the auditor was unqualified.

 

Consolidated financial statements

The consolidated financial statements incorporate the financial statements of the Company and subsidiary entities controlled by the Company made up to 31 March 2024. Control is achieved where the Company is exposed, or has rights, to variable returns from its involvement with an investee company and has the ability to affect those returns through its power over the other entity; power generally arises from holding a majority of voting rights.

 

 

Notes to the Consolidated Financial Statements

 


3.    Operating Segments

Following the acquisitions of the subsidiaries, the Group now identifies three principal operating segments, Investment and Fund Management (IFM) and Advisory and Consultancy (AC), and International, and a number of  plc and group activities that have been aggregated into one operating segment.

 

IFM provides investment management services for individuals, trusts, sovereign agencies and corporations, and fund management services to for a range of fund vehicles. AC provides personal financial advice, investment consulting, and treasury advisory services. Both segments are located in Jersey, Channel Islands. International provides personal financial advice and insurance services to expatriates predominantly in Asia and Africa.

 

No customer represents more than 10% of group revenues (FY 23: nil)

 

The following table represents revenue and cost information for the Group's business segments

 

 

6 months ended 31 Mar 2024

(unaudited)

Investment management

Advisory and Consultancy

International

 

 

 

Group and consolidation adjustments

Group

 

£'000

£'000

£'000

£'000

£'000

Revenue

630

998

2,477

1

4,106

Direct Cost

(209)

(6)

(1,261)

(15)

(1,490)

Contribution

421

992

1,216

(14)

2,5616

Indirect Costs

(649)

(1,025)

(1,522)

(412)

(3,608)

Underlying (loss) before tax

(228)

(33)

(305)

(426)

(992)

Amortisation of an acquired clients relationships

-

-

-

(497)

(497)

Acquisition costs

-

-

-

(52)

(52)

Deferred consideration fair value adjustments

-

-

-

670

670

Interest payments




(63)

(63)

Net changes in the value of non-current asset

-

-

-

(79)

(79)

(Loss) before tax

(228)

(33)

(305)

(447)

(1,013)

Tax

4

-

(1)

-

3

Loss) for the period

(223)

(33)

(307)

(447)

(1,010)


 

Notes to the Consolidated Financial Statements

 

3.    Operating Segments (continued)

 

6 months ended 31 Mar 2023

(unaudited)

Investment management

Advisory

Group and consolidation adjustments

Group

 

£'000

£'000

£'000

£'000

Revenue

511

1,548

(161)

1,898

Direct Cost

(200)

-

(28)

(228)

Contribution

311

1,548

(189)

1,670

Indirect Costs

(715)

(1,166)

(163)

(2,044)

Underlying (loss)/profit before tax

(404)

382

(352)

(374)

Amortisation of an acquired clients relationships

-

-

(497)

(497)

Changes in fair value

-

-

(18)

(18)

Realised gain on investments

-

-

452

452

Net changes in the value of non-current asset

-

-

(69)

(69)

(Loss)/profit before tax

(404)

382

(484)

(506)

Tax

43

(36)

-

7

Profit/(loss) for the period

(361)

346

(484)

(499)

 

 

12 months ended 30 Sept 2023 (audited)

Investment management

Advisory

International

Group and consolidation adjustments

Group

 

£'000

£'000

£'000

£'000

Revenue

951

3,039

1,332

1

5,323

Direct Cost

(372)

-

(497)

(55)

(924)

Contribution

579

3,039

835

(54)

4,399

Indirect Costs

(1,416)

(2,052)

(967)

(651)

(5,086)

Underlying (loss)/profit before tax

(837)

987

(132)

(705)

(687)

Acquisition related costs

-

-

-

(222)

(222)

Amortisation of an acquired clients relationships

-

-

-

(995)

(995)

Interest payments

-

-

-

(35)

(35)

Deferred consideration fair value adjustments

-

-

-

1,680

1,680

Share award expense

-

-

-

(13)

(13)

Net changes in the value of non-current asset

-

-

-

(171)

(171)

(Loss)/profit before tax

(837)

987

(132)

(461)

(443)

Tax

(4)

5

(3)

-

(2)

Loss)/profit for the year

(841)

992

(135)

(461)

(445)









 


Notes to the Consolidated Financial Statements

 

4.    Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.

 

5.    Deferred Consideration

 

 



As at

As at

As at

 


31 Mar 2024

£'000

31 Mar 2023

£'000

30 Sept 2023

£'000

Opening balance


4,621

2,649 

2,649

Additions in the period


1,375 

3,672

Deferred consideration paid/settled in period


(2,891)

(20) 

(20)

Adjustments in fair value during the period


(670)

(453) 

(1,680)

Closing balance


2,435

2,176 

4,621

 





Deferred consideration split


31 Mar 2024

£'000

31 Mar 2023

£'000

30 Sept 2023

£'000

Equity consideration


997

973 

1,263

Cash consideration


1,438

1,203 

1,386

Total deferred consideration


2,435

2,176 

2,649

 

Deferred consideration outstanding at the period end relates to the amounts owed to the previous shareholders following the acquisitions of Omega Financial Services Limited in the financial year ended 30 September 2022 and NEBA Financial Services in the financial period ended 31 March 2024.

 

Additional deferred consideration in the period to 31 March 2024 relates to the acquisition of the NEBA Financial Services group for £1,375,246.

 

During the period to 31 March 2024, £2,891,000 of deferred consideration was settled via share capital issues to the previous shareholders of Concentric Group Limited and Globaleye Group worth £655,000 and £2,236,000 respectively.

 

Amounts owed via equity settlement were revalued at the period end resulting in a gain of £670,000.

 

Of the £2,435,000 due payable as at 31 March 2024, £1,115,000 is due payable in more than one year.


Notes to the Consolidated Financial Statements

 

6.    Goodwill



As at

As at

As at



31 Mar 2024

£'000

31 Mar 2023

£'000

30 Sept 2023

£'000

Opening balance


6,012

1,896

1,895

Acquisitions during the period


1,080

4,117

Closing balance


7,092

1,895

6,012

 

Goodwill is assessed annually for impairment and the recoverability will be assessed as part of the full year financial statements and audit at 30 September 2024. Goodwill added during the period relates to the acquisition of NEBA Financial Services.

7.    Property, plant and equipment








Right of 

Equipment

Computer 

Leasehold 



use assets

& fixtures

Hardware

Improvements

Total

 

£'000

£'000

£'000

£'000

£'000

Cost

 

 

 

 

 

At 1 October 2023

800

67

81

 2

950

Additions

-

-

-

-

-

Disposals

 -

 -

-

-

-

At 31 March 2024

800

67

81

2

950

Depreciation

 




 

At 1 October 2023

227

28

40

 1

296

Disposals

 -

-

-

 -

-

Charge for the year

63

14

2

 -

89

At 31 March 2024

297

19

32

1

349

Carrying Amount

 



 

At 31 March 2024

503

25

39

2

567

 





 

At 30 September 2023

573

39

41

1

654

 

The right-to-use asset balance is made up of three properties across the Group. The three properties are:

 

-      6 Caledonia Place, St Helier, Jersey, JE2 3NG. The lease term ends on 30 April 2030.

-      Ground Floor, 3 Mulcaster Street, St Helier, Jersey, JE2 3NJ. The lease term ends on 23 March 2026.

-      Third Floor, Conway House, St Helier, Jersey, JE2 3NT. The lease term ends on 31 October 2027.

 

Notes to the Consolidated Financial Statements

 

8.    Exceptional items

 



6 months ended

6 months ended

12 months ended



31-Mar-24

31-Mar-23

30 Sept 2023

(unaudited)

(unaudited)

(audited)



£'000

£'000

£'000

Acquisition related costs


52

-

222



52

-

222

 

9.    Stated capital



As at

As at

As at

31 Mar 2024

31 Mar 2023

30 Sept 2023



No.

No.

No.

Allotted, called and fully paid shares

 

 


Ordinary shares


21,976,145

21,967,145

21,976,145

Deferred consideration shares issues


8,029,069

-

-



30,005,214

21,967,145

21,976,145

 

 

 







As at

As at

As at

31 Mar 2024

31 Mar 2023

30 Sept 203



£'000

£'000

£'000

Stated capital

 

 

 


Opening balance


12,349

12,349

12,349

New Capital subscribed


2,851

-

-

 


15,200

12,349

12,349

 

10.  Related party transactions

Key management personnel are the same as the Directors.

 

There are no further related party transactions to be disclosed during the year.

Notes to the Consolidated Financial Statements

 

11.  Earnings per share

The Group has calculated the weighted-average number of outstanding ordinary shares for the period as follows:

 

6 months ended 31 Mar 2023

 

Number of shares

Time weighting

Weighted average number of shares

 




 

Balance brought forward


21,976,145

6/6

21,976,145

 

 

21,976,145

6 months

21,976,145

 





12 months ended 30 Sept 2023

 

Number of shares

Time weighting

Weighted average number of shares





 

Balance brought forward


21,976,145

12/12

21,976,145

 

 

21,976,145

12 months

21,976,145

 





6 months ended 31 Mar 2024

 

Number of shares

Time weighting

Weighted average number of shares

 




 

Balance brought forward


21,976,145

6/6

21,976,145

Deferred consideration shares issues


8,029,069

5/6

6,690,891

 

 

30,005,214

6 months

28,667,036

 

 

The Parent Company does not have any contingent issuable shares as at year end, hence diluted loss per share is the same as the basic loss per share

Notes to the Consolidated Financial Statements

 

11.  Earnings per share (continued)

 

 

Loss per share

 

As at

As at

As at



31 Mar 2024

31 Mar 2023

30 Sept 2023

Loss per share


 



(Loss) for the financial period and total comprehensive loss (£'000)

(1,010)

(499)

(445)

Weighted average number of shares

28,667,036

21,976,145

21,976,145

Pence per share


(3.5p)

(2.3p)

(2.0p)






Adjusted Loss per share

 

As at

As at

As at



31 Mar 2024

31 Mar 2023

30 Sept 2023



£'000

£'000

£'000

Loss after tax

 

(1,010)

(499)

(445)



 



Interest


64

18

35

Tax


(4)

(7)

2

Depreciation


79

69

171

Amortisation of intangible assets


497

497

995

Underlying (loss) before tax

 

(374)

(78)

758



 



Acquisition related expenses


52

-

222

Share award expenses


-

-

13

Fair value adjustments


(670)

-

(1,680)

Adjusted underlying (loss) before tax


(992)

(374)

(687)

 












As at

As at

As at



31 Mar 2024

31 Mar 2023

30 Sept 2023

Adjusted loss per share


 



Adjusted underlying loss before tax


(992,000)

(374,000)

(687,000)

Weighted average number of shares

28,667,036

21,976,145

21,976,145

(Loss) in Pence per share


(3.5p)

(1.7p)

(3.1p)

 

Notes to the Consolidated Financial Statements

 

12.  Dividends

No interim dividend has been paid or proposed in respect of the current financial period (2023: nil).

 

 

13.  Events after the statement of financial position date

Following the year end and share authorities at the AGM on 17th April 2024, an application was made to the London Stock Exchange for admission to trading on AIM for an aggregate 9,549,300 new Ordinary Shares with trading effective on 19th April 2024.

 

The breakdown of the new Ordinary Shares was as follows:

 

-      6,231,500 new Ordinary Shares pursuant to the Placing, Subscription and WRAP Retail Offer, which raised £1.3 million for the Group

 

-      3,281,250 new Ordinary Shares pursuant to conversion of the £1.181m nil coupon convertible loan issued to John Beverley as initial consideration for the acquisition of Neba Financial Solutions Ltd and Neba Financial Solutions Private Ltd, announced on 12 December 2023

 

-      36,550 new Ordinary Shares pursuant to the vesting of the initial third of the Executive Director bonus awards for the financial period to 30 September 2022 ("Awards"), comprising 13,158 new Ordinary Shares to Mark Clubb, Executive Chair, and 23,392 new Ordinary Shares to Matthew Moore, Chief Financial Officer.

 

In addition, a further £500,000 was raised through the subscription for unsecured convertible loan notes at par value by Growth Financial Services, a Harwood Capital Management LLP subsidiary.


 

Notes to the Consolidated Financial Statements

 

Company number

129405

 

Nominated Adviser

Strand Hanson Limited

26 Mount Row,

London

W1k 3SQ

 

Corporate broker

Oberon Investments Limited

Nightingale House,

65 Curzon Street,

London

W1J 8PE

 

Financial adviser

H&P Advisory Limited

2 Park Street

London

W1K 2HX

 

Bankers

HSBC Bank plc

15-17 King Street

Jersey

JE2 4WF

 

Registered office

6 Caledonia Place

St Helier

Jersey

JE2 3NG

 

 

 

 

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