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REG - Cavendish Financial - 2025 Interim Results

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RNS Number : 6842L  Cavendish Financial PLC  11 November 2024

 

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      2,006           (1,719)         (305)
 or loss
 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)

 

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