REG - Bonhill Group PLC - Final Results
08/06/2023 07:00
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RNS Number : 0173C Bonhill Group PLC 08 June 2023
08 June 2023
Bonhill Group plc
("Bonhill", the "Company" or the "Group")
Final Results
Bonhill Group Plc (AIM: BONH), announces its audited final results for the
year ended 31 December 2022 ("FY22").
Financial Highlights
· Revenue down 9% to £14.9 million (2021: £16.4 million)
· Adjusted EBITDA loss of £1.4million down from a break even position
in 2021
· Gross profit down by 12% to £10.8 million (2021: £12.3 million) due
to change in product mix; gross margin decreased to 73% (2021: 75%)
· Operating loss £6.2 million (2021: operating loss of £8.3 million)
· Successful fundraising in May 2022, boosting cash by a net £1.0
million
· Cash at 31 December 2022 at £1.3 million (2021: £1.4 million),
which includes £0.6 million of borrowings. As at 31 May 2023, cash was £3.4
million.
*note under IFRS5, all figures are classed as being from discontinued
operations, and should be read as such, even when not particularly specified
Operational Highlights
· Company announced in August 2022, that it had successfully
disposed of the Business Solutions and Governance division to Stubben Edge
Group Limited for cash consideration of £0.7 million
· Announcement of strategic review and formal sale process made in
October 2022
Post Year End Highlights
· The successful sale of the UK assets and trade and the full Asia
business to the Mark Allen Group (MAG) in February 2023 for cash consideration
of £6.5 million
· Announcement of exchange of contracts with Key Media Limited in
May 2023 for conditional cash consideration of $4.1 million for the assets and
trade of the US business
· Company has announced in its shareholder circular its intention
to complete a tender offer as soon as possible, and to return the majority of
the remaining cash in the business to shareholders
For further enquiries please contact:
Bonhill Group plc
Jonathan Glasspool, Non-executive Chairman +44 (0)20 7638 6378
Sarah Thompson, Chief Financial Officer
Shore Capital (Financial Adviser, Nominated Adviser and Broker)
Tom Griffiths/David Coaten +44 (0)20 7408 4050
For more information visit www.bonhillplc.com.
Chairman's statement
2022 was a pivotal year for Bonhill which started with a fundraise and a
change of leadership, leading to the implementation of a strategic review and
a formal sale process announced in October 2022.
As a Group, Bonhill has struggled to bounceback in a post-COVID world. The
purchase of Investment News in July 2018 was, with hindsight, a disastrous
time for a small UK B2B publisher to be spending $27m of shareholders' money
on a US company with a significant percentage of its income from events. The
US media market has proven to be the graveyard for many a UK media company
assuming that success in the UK can be repeated in the ruthlessly competitive
US market. Bonhill proved that it was no exception to this rule.
Furthermore, as a small microcap with little working capital, Bonhill has also
struggled to justify the costs of public listing, and to find the cash to make
the investments necessary to improve its services to customers. These
customers are rightly demanding a much more sophisticated level of audience
data than Bonhill's systems allowed, especially in the USA. And Bonhill
lacks the economies of scale to make such investments in systems work.
Despite the best efforts of the global team and the considerable number of
structural and cost-saving changes put in place this year, the Board decided
that it was in the shareholders' best interests to explore different avenues
for the future of the company, especially given the ongoing demands for
investment in the business.
Group Financial Performance
Please note, under IFRS 5, all financials are classified as discontinued
operations for the year ended 31 December 2022 and as such, any trading or
profit and loss numbers for the year should be read accordingly.
Revenue for the year ended 31 December 2022 (the "Year") was £14.9 million
(2021: £16.4 million). As has been seen in previous years, the Company
delivered a slightly stronger second half of the Year ("H2") with £7.6
million of revenue, compared to £7.3 million reported in the first half
("H1"), and EBITDA loss for the Year of £(1.4) million (2021: £0.0 million
break even). Overall, the Group saw gross margins at 73%, a 2% reduction on
last year.
From a cash perspective this continued to be the biggest focus for the finance
team but with multiple years of EBITDA losses and a working capital calendar
that was heavily skewed towards the back end of the year, some help was needed
to be able to maintain the day-to-day obligations. As such, a successful
fundraise was completed in April 2022 raising a net cash sum of £1.0 million.
Additionally, the company secured a short-term loan in the second half of the
year with Rockwood Strategic Plc of £0.8 million, of which, £0.6 million was
drawn down by 31 December 2022. Since the year end this loan facility was
increased to £1.0 million, fully utilised and then repaid in full on 1 March
2023. These measures meant that the cash balance at the year end was £1.3
million (2021: £1.4 million) with a net cash position (excl. finance leases)
of £0.6m (2021: £1.3 million).
Divisional updates
Business Solutions and Governance
Following the management changes announced in April 2022, the Board conducted
a review of the Group and its constituent businesses. As a result, the Board
resolved to dispose of the Company's BSG division so that the Company could
focus purely on financial services (being approximately 85 per cent of the
business).
The Company further announced in August 2022, that it had successfully
disposed of the division to Stubben Edge Group Limited for cash consideration
of £0.7 million for the core trade and assets of the division. The sale was
also expected to enable the Group to achieve approximately £0.6 million in
annual cost savings from streamlining central support headcount, reduced
office space and lower IT costs.
A 6 month Transitional Services Agreement was put in place at the point of
sale to support the financial and technology departments post-acquisition.
This ended on 28 February 2023.
2022 was a better year for the UK business as it started to see a return to
live events. This really gathered pace in H2. Unfortunately we did need to run
through some credits from COVID cancelled events and our margins were hit as
some events were slightly sub scale, but events revenue increased
considerably. In Asia lockdown didn't end fully until late in 2022 so events
revenues saw no improvement. This upswing was partly offset by a generally
poor performance in media. Macro economic factors meant that asset managers
were reluctant to release discretionary marketing spend. Large outflows from
investment funds were seen across the board which also impacted market
confidence.
ESG (Environmental, Social and Governance) has been one of our great success
stories in recent years but again here we saw a decline in support as
responsible investing took a backseat behind returns. Our attempt to get
traction for ESGClarity in the US was met with resistance and we had less
success tempting asset managers to tell their ESG story. An area of success
and growth was in video. The London office created a video suite and quickly
earned a reputation for creating cost effective content packages and this
revenue stream grew steadily throughout 2022.
Financially, FSUE managed to maintain its revenue at £6.3 million (same as in
2021) but EBITDA went from £0.6 million in 2021 to £0.1 million in 2022 due
to increased supplier costs. Additionally, there was a big shift in product
mix with 42% of revenue coming from events in the year which average a gross
margin of 60% (2021: 35% of revenue) and 40% coming from digital which
averages 97% margin (2021: 48% of revenue). Lack of cash was a major stumbling
block for the UK business. Our relationship with suppliers was badly affected
and the business suffered from a lack of confidence and appetite for risk for
new ventures.
Following discussions with major shareholders, it was announced in October
2022 that the Company was undergoing a strategic review and a formal sale
process. The successful sale of the UK assets and trade and the full Asia
business to the Mark Allen Group (MAG) was announced in February 2023 for cash
consideration of £6.5 million. At this point, Patrick Ponsford transferred
across to the Mark Allen Group and resigned from his positions as Chief
Executive Office and Executive Director of Bonhill Group Plc. The Brands that
have moved over as part of the sale including Portfolio Advisor, Expert
Investor and Fund Selector Asia are well-established and long-trusted and it's
encouraging that they have been sold to a vibrant independent company that can
better support and grow them in the future.
Financial Services US ("FSUS")
For InvestmentNews, 2022 was a year in which we strengthened both our
editorial and sales teams. Staff members came back to InvestmentNews in this
year as they witnessed the momentum and success we built in 2022. We launched
or further built initiatives in custom content and research, video, webinars
and IN GameDay and INASDAQ. All of this was against the poorest performing
Wall Street since the Great Recession. The fundamental improvements and new
launches in 2022 ensure a bright and prosperous future for the InvestmentNews
platform.
Revenue for FSUS reduced to $8.8 million in 2022 (2021: $10.1 million) as we
saw a continued decline in both print and digital product streams. There was
also a reduction in events revenue as we struggled to get the level of
expected delegates. This resulted in a reduction of gross profit to $6.3
million (2021: $7.6 million). To help mitigate the impact of this, the Company
looked to flex the workload of current employees and only backfill in critical
roles. This resulted in lower staff costs of $0.6 million, however this was
not enough to offset the loss. It became clear that Bonhill couldn't support
InvestmentNews due to cash restraints and this all factored into the decision
to proceed down the sale route.
Post Year end
Since the year end it was announced that the Company was in advanced talks
with a buyer for the US business and InvestmentNews brand. We were pleased to
exchange contracts with Key Media Limited on 24 May 2023 for a cash
consideration of $4.1 million. Key Media is a global publishing company that
is well placed, both in terms of culture and platforms, to fully embrace
InvestmentNews and help it on its journey back to growth and profitability.
Now the formal sale process is concluded, the Company has announced in its
shareholder circular its intention to complete a tender offer as soon as
possible, and to return substantially all of the remaining cash in the
business to shareholders. After this point, the Company will purely consist of
shells and dormant subsidiaries now the assets and trade have all been sold,
so it is expected that the Company will enter a voluntary liquidation process.
Lastly, I'd like to thank our staff on both sides of the Atlantic for their
patience and fortitude as we went through the sale process. However
excellent the assets that Bonhill owned, and however promising their future
now is under new ownership, it has not been an easy time for our team as they
have endured the uncertainties of a sale.
My sincerest thanks to them all.
Jonathan Glasspool
Consolidated statement of comprehensive income
for the year ended 31 December 2022
Notes
Year ended 31 December Year ended 31 December
2022 2021
£'000 £'000
Revenue 2 14,913 16,360
Cost of sales (4,071) (4,064)
Gross Profit 10,842 12,296
Operating Expenses 3 (12,263) (12,272)
Adjusted EBITDA (1,421) 24
Amortisation of lease asset 15 (634) (673)
Internal amortisation and impairment 10 (4,137) (7,463)
Depreciation 11 (119) (130)
Share based payments 19 97 (87)
Gain/loss on disposal 589 -
Restructuring costs 3 (544) -
Operating Loss (6,169) (8,329)
Finance costs 7 (102) (146)
Loss before tax (6,271) (8,475)
Tax 8 (280) 395
Loss for the period (6,551) (8,080)
Other comprehensive income:
Items that may be reclassified subsequently to profit or loss:
Exchange differences on translating foreign operations 596 129
Total comprehensive loss for the year (5,955) (7,951)
Basic loss per share attributable 9 (5.49)p (8.2)p
to the owners of the parent
Diluted loss per share attributable to the owners of the parent 9 (5.49)p (7.24)p
Consolidated statement of financial position
as at 31 December 2022
Notes 31 December 31 December
2022 2021
£'000 £'000
Non-current assets
Goodwill 10 - 4,810
Other intangible assets 10 - 6,624
Property, plant and equipment 11 - 103
Deferred tax asset 8 - 292
Right-of-use asset 15 - 2,140
- 13,969
Current assets
Trade and other receivables 13 2,071 3,288
Cash and cash equivalents 1,270 1,372
Goodwill 10 3,548 -
Property, plant and equipment 11 54 -
Right-of-use asset 15 2,174 -
Current tax asset 53 -
Assets held for sale 10 4,509 -
13,679 4,660
Total assets 13,679 18,629
Non-current liabilities
Deferred tax liability 8 - (348)
Borrowings 16 - (81)
Lease financial liability 15 - (1,686)
- (2,115)
Current liabilities
Trade and other payables 14 (2,935) (3,366)
Borrowings 16 (690) (19)
Lease financial liability 15 (2,316) (619)
Deferred tax liability 8 (308) -
Current tax liability 8 - (1)
(6,249) (4,005)
Total liabilities (6,249) (6,120)
Net assets 7,430 12,509
Equity
Share capital 18 1,193 986
Share premium account 18 2,525 1,759
Share-based payment reserve 19 249 346
Merger reserve 1,976 1,976
Other reserves 104 104
Retained earnings 1,330 7,881
Foreign exchange reserve 50 (543)
Total equity attributable to owners of the parent 7,430 12,509
Consolidated statement of changes in equity
for the year ended 31 December 2022
Share Share Share- Merger Other Retained Foreign Total
capital premium based reserve reserves earnings exchange £'000
£'000 £'000 payment £'000 £'000 £'000 reserve
reserve £'000
£'000
Balance as at 31 December 2020 986 1,759 245 1,976 104 16,011 (672) 20,409
- - - - -
Loss for the period - - - - - (8,080) - (8,080)
Other comprehensive income - - - - - - 129 129
Total comprehensive loss for the period - - - - - (8,080) 129 (7,951)
Transactions with owners in their capacity as owners:
Share option charge - - 101 - - - - 101
Other movements - - - - - (50) - (50)
Balance as at 31 December 2021 986 1,759 346 1,976 104 7,881 (543) 12,509
Loss for the year - - - - - (6,551) - (6.551)
Other comprehensive income - - - - - - 596 596
Total comprehensive loss for the year - - - - - (6,551) 596 (5,955)
Transactions with owners in their capacity as owners:
Issue of share capital 207 932 - - - - - 1,139
Share issue costs - (166) - - - - - (166)
Share option charge - - (97) - - - - (97)
Balance as at 31 December 2022 1,193 2,525 249 1,976 104 1,330 53 7,430
Consolidated statement of cash flows
for the year ended 31 December 2022
Year ended Year ended
31 December 31 December
2022 2021
£'000 £'000
Cash generated from operations (797) 426
Interest paid (93) (123)
Taxation paid (17) 476
Net cash (used in) / generated from operating activities (907) 779
Investing activities
Purchases of property, plant and equipment (67) (49)
Purchases of intangible assets - (24)
Restructuring costs 46
Net cash used in investing activities (21) (73)
Financing activities
Proceeds from issue of ordinary shares 973 -
Repayment of borrowings (19) (988)
Lease repayments (616) (629)
Government (C-19 & PPP) funding received - 920
Borrowings received 600 50
Net cash generated from / (used in) financing activities 938 (647)
Foreign exchange revaluation loss (112) (30)
Net (decrease)/ increase in cash and cash equivalents (102) 29
Cash and cash equivalents at the beginning of the period 1,372 1,343
Cash and cash equivalents at the end of the period 1,270 1,372
The Group consists of entities with functional currencies of GBP, USD, SGD and
HKD.
Notes to the cash flow statement
Reconciliation of loss after tax to cash flows used in operations
Group Company
Year ended Year ended Year ended Year ended
31 December 31 December 31 December 31 December
2022 2021 2022 2021
£'000 £'000 £'000 £'000
Loss after tax (6,551) (8,080) (6,827) (8,080)
Adjustments for:
Tax 280 (395) - (395)
Finance costs 102 146 23 146
Amortisation and impairment 4,771 8,135 6,316 8,135
Depreciation of property, plant and equipment 119 130 23 130
Share-based payment charge (97) 101 (97) 101
PPP loan forgiveness - (931) - (931)
Gain on disposal (589) - - -
Restructuring costs 544 - 189 -
Operating cash flows before movements in working capital (1,421) (894) (373) (894)
Movement in receivables 1,565 1,308 3 1,308
Movement in payables (941) 12 (183) 12
Movement in intragroup transactions* - (390)
Cash flows generated from / (used in) operations (797) 426 (945) 426
*On 1 January 2022 the assets and trade of Bonhill Group Plc were transferred
to Bonhill Media UK Limited.
Notes to the financial statements
1. Basis of preparation
The financial statements of Bonhill Group plc have been prepared in accordance
with International Financial Reporting Standards as adopted by the United
Kingdom and IFRIC interpretations (IFRS) and the Companies Act 2006 applicable
to companies reporting under IFRS. The financial statements have been prepared
under the historical cost convention.
The preparation of financial statements in conformity with IFRS requires the
use of certain critical accounting estimates. It also requires management to
exercise its judgement in the process pf applying the accounting policies.
The auditor's reports on the accounts for the year ended 31 December 2022 and
for the year ended 31 December 2021 were unqualified, did not draw attention
to any matters by way of emphasis, and did not contain a statement under
498(2) or 498(3) of the Companies Act 2006.
On 10 October 2022, the Group announced a Strategic Review and Formal Sale
Process of the business. Details of this process can be found in the
Chairman's statement on page 3. As such, management have not deemed it
appropriate to prepare the accounts on a going concern basis due to the
intention to cease trading under Bonhill Group Plc in 2023. Instead, the
accounts have been prepared on a "break-up" basis. Both the sales of the
UK/Asia and US business were asset sales and therefore the only assets with a
book value that were purchased were intangible assets (customer relationships
and brand). As such, these items have been reclassified in the Balance Sheet
at 31 December 2022 to current assets - "assets held for sale". All other
non-current assets and non-current liabilities have been reclassified as
"current". Under IFRS 5, all operations of the business, both in the financial
statement and notes on pages 31 to 52, are classed as discontinued. It is the
intention of the Board to enter into a members' voluntary liquidation post
returning substantially all of the remaining funds to shareholders, subject to
shareholder approval.
2. Segmental analysis
For executive management purposes, there are three distinct segments for
reporting; Financial Services UK & EMEA ("FUSE"/"UK&Asia") and
Financial Services US ("FSUS"/"InvestmentNews") and Corporate (being the costs
of the Plc in addition to Shared Services and all costs not specifically
attributable to one of the other two segments.
Year ended Year ended
31 December 31 December
2022 2021
£'000 £'000
Analysis of revenue by core propositions
Business information 9,271 10,277
Live events 4,936 5,263
Data and insight 706 820
Total revenue 14,913 16,360
Analysis of revenue by country
United Kingdom 6,651 7,727
North America 7,204 7,377
Asia Pacific 1,058 1,256
Total revenue 14,913 16,360
Year ended 31 December 2022 FSUE FSUS BSG/Corporate Total
£'000 £'000 £'000 £'000
Reportable segmental income statement
Revenue 6,282 7,204 1,426 14,913
Adjusted EBITDA 346 (669) (1,097) (1,421)
Adjusted operating profit/(loss) 294 (4,990) (929) (5,625)
Statutory operating profit/(loss) 197 (4,990) (1,376) (6,169)
Statutory profit/(loss) before tax 196 (5,896) (571) (6,271)
Year ended 31 December 2021 FSUE FSUS BSG/Corporate Total
£'000 £'000 £'000 £'000
Reportable segmental income statement
Revenue 6,336 7,377 2,647 16,360
Adjusted EBITDA 566 564 (1,107) 23
Adjusted operating loss 302 (6,966) (1,665) (8,329)
Statutory operating loss 302 (6,966) (1,665) (8,329)
Statutory loss before tax 299 (7,840) (934) (8,475)
3. Operating loss
(a) Operating loss for the year has been arrived at after charging the
following items:
Note Year ended Year ended
31 December 2022 31 December
£'000 2021 (restated)
£'000
Depreciation of property, plant and equipment 11 112 130
Amortisation of purchased or internally generated intangible assets 10 1,311 1,271
Impairment of intangible assets 10 2,826 6,191
Lease amortisation 15 634 673
Foreign exchange (gain) or loss (199) 13
Operating lease rentals in respect of land and buildings 35 32
Staff costs 5 8,086 9,127
Directors' remuneration 6 628 482
Events costs 2,193 2,108
Print/digital related costs 1,610 1,727
Grant income related to COVID-19 (16) (931)
Gain/loss on disposal (589) -
Other costs 3,911 3,876
Adjusted operating costs 20,541 24,689
Adjusting items 544 -
Statutory operating costs 21,085 24,689
Other costs include freelancers, contractors, distribution costs, technology
costs, travel expenses, marketing costs and professional fees.
(b) During the year, the following services were obtained from the Group's
auditor as detailed below:
Year ended Year ended
31 December 31 December
2022 2021
£'000 £'000
Audit services
- Recurring fees payable to Company auditor for the audit of parent Company 110 80
and consolidated accounts
- Additional fees payable in relation to non-recurring audit work - 1
Other services
Fees payable to the Company's auditor and its associates for other services:
- The audit of Company's subsidiaries - 53
The disclosure of the auditor's remuneration stated above relates to the
Company's auditor, Cooper Parry Group Limited.
(c) Adjusting items
In the year ended 31 December 2022, the Group incurred £0.5m of cost which
the Directors believe should be disclosed as adjusting items (2021: £0).
These costs directly relate to the disposal of the BSG division, the strategic
review and the formal sale process. Adjusted results are prepared to provide
additional relevant information on our future or past performance where
equivalent information cannot be presented using financial measures under
IFRS.
Year ended Year ended
31 December 31 December
2022 2021
£'000 £'000
M&A related costs 544 -
Total 544 -
4. Reconciliation of Adjusted EBITDA to statutory earnings
Earnings before interest, depreciation and amortisation ("EBITDA") is a
measure of earnings and cash generative capacity. Adjusted EBITDA, which
excludes non-recurring items, is a non-GAAP financial measure which
facilitates an understanding of underlying earnings and cash generative
capacity. A reconciliation of Adjusted EBITDA to statutory earnings is set out
below.
Year ended Year ended
31 December 31 December
2022 2021
£'000 £'000
Adjusted EBITDA (1,421) 23
Adjusting items (544) -
EBITDA (1,965) 23
Depreciation (119) (130)
Amortisation and impairment (4,771) (8,135)
Gain on disposal 589 -
Share option (charge)/credit 97 (87)
Operating loss (6,169) (8,329)
Net finance costs (102) (146)
Loss before tax (6,271) (8,475)
Taxation (280) 395
Loss after tax (6,551) (8,080)
5. Earnings per share
(a) Basic earnings per share
Basic loss per share is calculated by dividing the loss attributable to owners
of the parent by the weighted average number of ordinary shares in issue
during the year.
Based on statutory earnings
Year ended Year ended
31 December 31 December
2022 2021
£'000 £'000
Loss attributable to owners of the parent (6,551) (8,080)
Weighted average number of ordinary shares in issue 119,268,534 98,585,692
Basic loss per share (pence per share) (5.49)p (8.20)p
Based on adjusted earnings Year ended Year ended
31 December 31 December
2022 2021
£'000 £'000
Loss attributable to owners of the parent (6,007) (8,080)
Weighted average number of ordinary shares in issue 119,268,534 98,585,692
Basic loss per share (pence per share) (5.04)p (8.20)p
(b) Diluted earnings per share
Diluted earnings per share is calculated by adjusting the weighted average
number of ordinary shares outstanding to assume conversion of all dilutive
potential ordinary shares. As the company is loss-making in the year, any
share options would be anti-dilutive and therefore diluted EPS is the same as
basic EPS.
6. Called up share capital
Issued and fully paid ordinary shares of 1p each
Number £'000
As at 1 January 2021 98,585,692 986
As at 1 January 2022 98,585,692 986
Shares issued during the year 20,682,842 207
As at 31 December 2022 119,268,534 1,192
Issue of shares
Across April and May 2022 20,682,842 shares were issued with an aggregate
premium of £931,635, less placing expenses of £165,780, which produced a net
premium of £765,855.
Rights of shares
Dividends and income - Ordinary shares are entitled to receive dividends as
approved by the Board of Directors.
Voting rights - Ordinary shares are entitled to one share per vote at General
Meetings. Deferred shares cannot be transferred.
Distribution - Upon liquidation of the Company, once all liabilities have been
met, ordinary shareholders will receive the value paid up per share plus
£100.
The Company has granted options to subscribe for ordinary shares of 1p each,
as follows:
Number of shares for which rights are exercisable
Grant date Subscription price per share Period within which 31 December 31 December
options are exercisable 2022 2021
16.08.2018 80.0p 16/08/2021 - 16/08/2028 - 14,880
16.08.2018 80.0p 16/08/2022 - 16/08/2028 - 14,882
16.08.2018 1.0p 16/08/2021 - 16/02/2022 - 451,000
16.08.2018 1.0p 16/08/2022 - 16/02/2023 376,000 451,000
26.10.2021 1.0p 25/10/2023 - 25/10/2030 4,624,775 6,010,000
26.10.2021 1.0p 25/10/2024 - 25/10/2030 4,624,775 6,010,000
07.10.2022 1.0p 07/10/2024 - 07/10/2032 6,000,000 -
15,625,550 12,951,762
During the 12-month period, 3,326,212 share options were forfeited or
cancelled (12 months ended 31 December 2021: 1,500,000). 6,000,000 share
options were issued due to the introduction of the new EMI
scheme.
Share premium
The share premium account shows the amount subscribed for share capital in
excess of nominal value, net of share issue costs.
£'000
Share premium as at 31 December 2021 1,759
Subscription of share capital in excess of nominal value (net of issue costs) 766
Share premium as at 31 December 2022 2,525
Merger reserve
Consideration for the acquisition of Last Word Media included £2.0m of
shares. The Group applied merger relief under the UK Companies Act s615 and so
the value of the shares issued as consideration above their nominal value is
included in a merger reserve.
7. Events after the reporting date
Since the year end there have been several key activities to note.
Firstly, the UK assets and trade as well as the business and share capital of
Last Word Media Asia (Pte) Limited and Last Word Media (HK) Limited were sold
to the Mark Allen Group for a total consideration of £6.5m. This deal
included the transfer of the UK office lease and as such, both the lease asset
and lease liability were derecognised at the point of completion. Also at the
point of completion Patrick Ponsford transferred over to the Mark Allen Group
and resigned from his role as Chief Executive Officer and Director of Bonhill
Group Plc.
The Rockwood loan facility was increased to £1.0m (from the £0.6m agreed
before the year end) and was fully drawn down by February 2023. Upon
completion of the above deal, the consideration funds were partly used to
repay this loan in full on 1(st) March 2023.
Additionally, the sale of the US assets and trade have been sold to Key Media
for a conditional cash consideration of $4.1m. Key Media did not want to
assume the New York office lease and as such we are in negotiations with the
landlord to agree an early settlement figure which will be split 50:50 with
Key Media. Once agreed and completed, the lease asset and lease liability will
be derecognised in the accounts. At the point of completion John French will
transfer over to Key Media and resign from his role as Chief Executive Officer
of InvestmentNews and Director of Bonhill Group Plc.
The Company has announced in its shareholder circular its intention to
complete a tender offer as soon as possible, and to return substantially all
of the remaining cash in the business to shareholders. After this point, the
Company will purely consist of shells and dormant subsidiaries once the assets
and trade have all been sold, so it is expected that the Company will enter a
voluntary liquidation process.
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