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its rights to dividends. In
addition the Group has issued options over ordinary shares through Key
Employee Share Option and SAYE schemes to the level of 2.2m at 30 April 2015.
The Group maintains a progressive dividend policy with dividends having
increased by approximately 20% per annum over the last five years and dividend
cover in the current year at 4.4 times (2014: 4.6 times) based upon the
adjusted earnings per share.
The Group's cash generation in 2014/15 was much stronger than previous years.
In summary, the Group's cash performance was as follows:
2015£m 2014£m
Adjusted operating profit 10.1 8.2
Depreciation and other non-cash operating movements 1.2 0.8
Working capital movement 9.3 (5.4)
20.6 3.6
Acquisition of 50.001% of MCL (5.7) -
Acquisition of 100% of J+S (11.7) -
Disposal of SEA's Space business 4.0 2.5
Tax, dividends, capital expenditure, interest, loans and investments (3.8) (6.2)
Increase/(decrease) in net funds 3.4 (0.1)
The primary reason for the stronger cash flow was lower working capital at
MASS, SCS and SEA. This strong operating cash flow reflected good cash
receipt management across the Group and slippage of supplier invoices
(primarily at SEA) into 2015/16 and this timing advantage will unwind in
2015/16, much of it in the first quarter. We expect the closing cash at the
end of April 2016 to remain in line with previous expectations. This implies a
small net cash outflow in the coming year, before any further acquisition
activity.
The lower cash outflow in tax, dividends etc. was mainly due to lower capital
expenditure (SEA acquired the freehold of its Bristol office in 2013/14) and
no investment in Cohort's own shares by the EBT. The use of EBT shares to
satisfy employee share options during 2014/15 may require further shares to be
purchased by the EBT in the coming year.
The Group's customer base of Governments, major prime contractors and
international agencies make its debtor risk low. The year end debtor days in
sales were 24 days (2014: 43 days). This calculation is based upon dividing
the revenue by month, working backwards from April, into the trade debtors
balance (excluding unbilled income and work in progress) at the year end. This
is a more appropriate measure than calculating based upon the annual revenue
as it takes into account the heavy weighting of the Group's revenue in the
last quarter of each year. The decrease in debtor days is a reflection of the
strong cash collection in the final quarter across the Group, especially at
MASS and SEA.
Tax
The Group's tax charge for the year ended 30 April 2015 of £707,000 (2014:
£843,000) was at an effective rate of 11.9% (2014: 12.5%) of profit before
tax. This includes a current year corporation tax charge of £1,485,000 (2014:
£1,222,000), a rate of 25.0% (2014: 18.1%) of profit before tax, a prior year
corporation tax credit of £204,000 (2014: credit of £482,000) and a deferred
tax credit of £574,000 (2014: charge of £103,000).
Including the current year deferred tax, the effective current tax rate for
the year ended 30 April 2015 is 16.3% (2014: 19.6%). The current tax rate
(including deferred tax) on profit before tax is lower than the standard rate
(calculated at 20.92%; 2014: 22.83%), primarily due to recognition of Research
& Development (R&D) credits.
The Group's overall tax rate was below the standard corporation tax rate of
20.92% (2014: 22.83%). The reduction is due to the reasons given above for
the current year's rate and in addition, prior year tax credit in respect of
the release of provisions held in respect of previous R&D credit claims. The
Group's businesses are only allowed to claim the lower R&D tax credit
allowance available to larger companies, currently 30%. Looking forward, the
Group's effective current tax rate for both 2015/16 and 2016/17 is estimated
at 18%, taking account of the reduction in headline tax rates and assuming the
R&D tax credit regime remains unchanged from its current level and scope. The
Group maintains a cautious approach to previous R&D tax credit claims for tax
periods that are still open, currently 2013/14 and 2014/15 and it is this
cautious approach which explains why the future tax rate of 18% is higher than
this year's net rate of just under 12%. Much of the lower rate in this year is
due to higher actual R&D credits being recognised than were forecast, and the
release of the earlier year contingency.
Exceptional items
The exceptional costs in the year were primarily in respect of the
acquisitions of MCL and J+S, £0.2m and £0.4m respectively. During the year
the Group's subsidiary SEA received in full the remaining outstanding balance
(£4.0m) due on the disposal of its Space business from the buyer, TAS. In
closing out this disposal, accruals for expected costs made in the year 30
April 2014 were not incurred, realising a reduction in the overall loss on
disposal (an exceptional profit in the year ending 30 April 2015 of £44,000).
Adjusted earnings per share
The adjusted earnings per share of 20.45 pence (2014: 19.15 pence) is reported
in addition to the basic earnings per share and excludes the effect of
amortisation of intangible assets, exchange movement on marking forward
exchange contracts to market and exceptional items, all net of tax.
The adjustments to the basic earnings per share in respect of the exchange
movements and other intangible asset amortisation of MCL only reflect that
proportion of the adjustment that is applicable to the equity holders of the
parent, analysed as follows:
Adjustment to adjusted operating profit £000 Applicable Taxadjustment £000 Adjustment to adjusted earnings per share (net of tax)£000
Exceptional items 580 (28) 552
Exchange adjustment in marking forward contracts to market 38 8 23 note 1
Amortisation of other intangible assets:
J+S 1,378 (276) 1,102
MCL 2,224 (445) 890 note 1
4,220 (741) 2,567
Note 1: These adjustments are at 50% of the adjustment to adjusted operating
profit, reflecting the share appropriate to the equity holdings of the
parent.
Financial estimates and judgements
In preparing the Annual Report and Accounts of Cohort plc for 2015, a number
of financial estimates and judgements have been made including:
Revenue recognition on fixed-price contracts
The judgement applied in recognising revenue on a fixed-price contract is made
by reference to the cost incurred, including contingency for risk and the
demonstrable progress made on delivering key stages (often referred to as
milestones) of the contract. The Group uses best estimates in applying this
judgement and where uncertainty of progress on a stage exists, revenue is not
recognised for that stage.
Cost contingency on fixed-price contracts
In addition to the judgement applied to revenue recognition, the cost of
delivering a contract to a particular stage represents the actual costs
incurred and committed plus an estimate of cost contingency for risk still
present in the contract at that stage. This cost contingency takes account of
the stage that the contract has reached and any judgement and uncertainty
remaining to deliver the remainder of the contract. It is usual for these cost
contingencies to reduce as the contract progresses and risk and uncertainty
reduces.
Goodwill and other intangible assets
The Group has recognised goodwill and other intangible assets in respect of
the acquisition of MASS (including Abacus EW), MCL and SEA (including J+S).
The other intangible assets are in respect of contracts acquired, intellectual
property rights and specific opportunities and in each case are amortised over
the expected life of the earnings associated with the other intangible asset
acquired. The goodwill, which is not subject to amortisation but to annual
impairment testing, arises from the intangible elements of the acquired
businesses for which either the value or life is not readily derived. This
includes, but is not limited to, reputation, contacts and market synergies
with existing Group members. The goodwill relating to the acquisitions of MASS
(including Abacus EW) and SEA (including J+S) has been tested for impairment
as at 30 April 2015. In both cases there was no impairment.
The goodwill of J+S was tested for impairment alongside SEA as their future
cash flows are no longer separable. MCL's goodwill, since acquired in the
year was not tested for impairment at 30 April 2015.
The Group performs significant research and development work for third parties
for which tax credits are claimed. As this is performed for third parties no
intangible asset is recognised. Where the Group performs its own research and
development an intangible asset is only recognised where it meets the criteria
of IAS38 'Intangible Assets'.
Provisions
The Group makes estimates of provisions for existing commitments arising from
past events. In estimating these provisions, the Group makes judgements as to
the quantity and likelihood of the liability arising. Certain provisions
require more judgement than others. In particular warranty provisions and
contract loss provisions have to take account of future outcomes arising from
past deliveries of products and services. In estimating these provisions, the
Group makes use of management experience, precedents and specific contract and
customer issues.
Accounting policies
There were no significant changes in accounting policies applying to the Group
for the year ended 30 April 2015.
Additional financial reporting disclosure
As in the past, the Group makes reference to additional financial reporting
over and above that required by IFRS, specifically:
Adjusted operating profit
The adjusted operating profit is presented to reflect the trading profit of
the Group and excludes amortisation of other intangible assets, exchange
differences on marking forward exchange contracts to market and exceptional
items. This enables the Group to present its trading performance in a
consistent manner year on year. The adjusted operating profit is stated after
charging the cost of share-based payments of £198,000 (2014: £235,000) which
is allocated to each business in proportion to its employee participation in
the Group's share option schemes. The segmental analysis (see note 2) is
disclosed for each business after deducting the cost of share-based payments.
The exchange adjustment on marking forward exchange contracts to market at the
year end is a requirement of IFRS and has no economic impact upon the Group's
performance or assets and liabilities.
Andy Thomis Simon Walther
Chief Executive Officer Finance Director
CONSOLIDATED INCOME STATEMENT
For the year ended 30 April 2015
Notes Year ended30 April 2015£000 Year ended 30 April 2014£000
Revenue 2 99,938 71,555
Cost of sales (69,988) (47,842)
Gross profit 29,950 23,713
Administrative expenses (24,085) (17,095)
Operating profit 2 5,865 6,618
Comprising:
Adjusted operating profit 2 10,085 8,171
Amortisation of other intangible assets (included in administrative expenses) (3,602) (64)
Charge on marking forward exchange contracts to market value at the year end (included in cost of sales) (38) (103)
Exceptional items:
Costs of acquisition of MCL (included in administrative expenses) (197) -
Costs of acquisition of J+S (included in administrative expenses) (427) -
Profit/(loss) on disposal of SEA's Space business (included in administrative expenses) 44 (1,386)
Operating profit 2 5,865 6,618
Finance income 87 125
Finance costs (5) -
Profit before tax 5,947 6,743
Income tax charge 3 (707) (843)
Profit for the year 5,240 5,900
Attributable to:
Equity holders of the parent 5,628 5,900
Non-controlling interests (388) -
5,240 5,900
All profit for the year is derived from continuing operations. The
comprehensive income for each year attributable to equity shareholders of the
parent and non-controlling interests is the same as the profit for the year
distributable to the equity shareholders of the parent and non-controlling
interests.
Year ended30 April 2015Pence Year ended 30 April 2014Pence
Earnings per share 4
Basic 14.04 14.75
Diluted 13.74 14.37
Adjusted earnings per share 4
Basic 20.45 19.15
Diluted 20.00 18.66
Dividends per share paid and proposed in respect of the year 5
Interim 1.60 1.40
Final 3.40 2.80
5.00 4.20
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 30 April 2015
Notes At30 April 2015£000 At30 April 2014 £000
ASSETS
Non-current assets
Goodwill 36,841 29,395
Other intangible assets 18,871 -
Property, plant and equipment 10,338 8,502
Deferred tax asset 104 301
66,154 38,198
Current assets
Inventories 1,078 297
Trade and other receivables 19,528 22,998
Cash and cash equivalents 19,701 16,338
40,307 39,633
Total assets 106,461 77,831
LIABILITIES
Current liabilities
Trade and other payables (25,373) (13,297)
Current tax liabilities (786) (782)
Derivative financial instruments (38) (142)
Bank loans and overdrafts (14) -
Provisions (558) (791)
(26,769) (15,012)
Non-current liabilities
Deferred tax liability (4,345) (621)
Other creditors 7 (12,500) -
(16,845) (621)
Total liabilities (43,614) (15,633)
Net Assets 62,847 62,198
Equity
Share capital 4,096 4,096
Share premium account 29,657 29,656
Own shares (835) (2,274)
Share option reserve 403 526
Other reserve: option for acquiring non-controlling interest in MCL (12,500) -
Retained earnings 33,805 30,194
Total equity attributable to the equity shareholders of the parent 54,626 62,198
Non-controlling interests 8,221 -
Total equity 62,847 62,198
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 30 April 2015
Attributable to the equity shareholders of the parent
Group Sharecapital£000 Sharepremiumaccount£000 Ownshares£000 Shareoptionreserve£000 Otherreserves£000 Retainedearnings£000 Total£000 Non-controlling interests£000 Totalequity£000
At 1 May 2013 4,079 29,519 (731) 571 - 25,609 59,047 - 59,047
Profit for the year - - - - - 5,900 5,900 - 5,900
Transactions with owners of Group and non-controlling interests, recognised directly in equity:
Equity dividends - - - - - (1,482) (1,482) - (1,482)
New shares issued 17 137 - - - - 154 - 154
Vesting of restricted shares - - - - - 16 16 - 16
Own shares acquired - - (1,979) - - - (1,979) - (1,979)
Own shares sold - - 307 - - - 307 - 307
Loss on shares sold - - 129 - - (129) - - -
Share-based payments - - - 235 - - 235 - 235
Transfer of share option reserve on vesting of options - - - (280) - 280 - - -
At 30 April 2014 4,096 29,656 (2,274) 526 - 30,194 62,198 - 62,198
Profit for the year - - - - - 5,628 5,628 (388) 5,240
Transactions with owners of Group and non-controlling interests, recognised directly in equity:
Equity dividends - - - - - (1,765) (1,765) - (1,765)
New shares issued - 1 - - - - 1 1
Vesting of restricted shares - - - - - 44 44 - 44
Own shares acquired - - - - - - - - -
Own shares sold - - 822 - - - 822 - 822
Loss on own shares sold - - 617 - - (617) - - -
Share-based payments - - - 198 - - 198 - 198
Transfer of share option reserve on vesting of options - - - (321) - 321 - - -
Option for acquiring non-controlling interest in MCL - - - - (12,500) - (12,500) - (12,500)
Introduction of non-controlling interest on acquisition of MCL - - - - - - - 8,609 8,609
At 30 April 2015 4,096 29,657 (835) 403 (12,500) 33,805 54,626 8,221 62,847
CONSOLIDATED STATEMENT OF CASH FLOWS
For the year ended 30 April 2015
Notes Year ended30 April 2015£000 Year ended 30 April 2014£000
Net cash generated from operating activities 6 18,798 2,576
Investing activities
Interest received 87 125
Proceeds on disposal of property, plant and equipment - 3
Purchases of property, plant and equipment (1,063) (2,274)
Acquisition of MCL, net of cash acquired 7 (5,698) -
Acquisition of J+S, including overdraft acquired 8 (11,688) -
Disposal of SEA's Space business 9 4,000 2,500
Net cash (used in)/from investing activities (14,362) 354
Financing activities
Dividends paid (1,765) (1,482)
Repayment of borrowings (131) -
Proceeds on issue of new shares 1 154
Purchase of own shares - (1,979)
Sale of own shares 822 307
Net cash out flow from financing activities (1,073) (3,000)
Net increase/(decrease) in cash and cash equivalents 3,363 (70)
At 1 May 2014 £000 Acquired £000 Cash Flow £000 At 30 April 2015£000
Funds reconciliation
Cash and bank 10,256 - 9,445 19,701
Short term deposits 6,082 - (6,082) -
Cash and cash equivalents 16,338 - 3,363 19,701
Loan - (129) 129 -
Finance lease - (16) 2 (14)
Debt - (145) 131 (14)
Net funds 16,338 (145) 3,494 19,687
NOTES TO THE PRELIMINARY RESULTS ANNOUNCEMENT
1. BASIS OF PREPARATION
The financial information contained within this preliminary report has been
prepared using accounting policies consistent with International Financial
Reporting Standards (IFRS) as adopted by the EU and applying at
30 April 2015. The information in this preliminary statement has been
extracted from the financial statements for the year ended 30 April 2015 and
as such, does not contain all the information required to be disclosed in the
financial statements prepared in accordance with IFRS.
50.001% of MCL was acquired 9 July 2014. As the Group has effective control,
100% of MCL's result and balances have been consolidated from that date with
the non-controlling interest identified.
100% of J+S was acquired by SEA on 1 October 2014 and has been included as
part of SEA's reported results and balances from that date.
The Group's Annual Report for the year ended 30 April 2015 has yet to be
delivered to the Registrar of Companies. The auditors have reported on these
accounts. Their report was not qualified and did not contain a statement
under Section 498 of the Companies Act 2006. The figures for the year ended 30
April 2015 and 2014 do not constitute statutory accounts within the meaning of
section 434 of the Companies Act 2006.
The comparative figures for the financial year ended 30 April 2014 are not the
Company's statutory accounts for that financial year. Those accounts have
been reported on by the Company's auditor and delivered to the Registrar of
Companies. The report of the auditor was:
i. unqualified,
ii. did not include a reference to any matters to which the auditor
drew attention by way of emphasis without qualifying their report, and
iii. did not contain a statement under section 498(2) or (3) of the
Companies Act 2006.
The preliminary announcement was approved by the Board and authorised for
issue on 25 June 2015.
Copies of the Annual Report and accounts for the year ended 30 April 2015 will
be posted to shareholders on 31 July 2015 and available on the Company's
website (www.cohortplc.com) from that date.
2. SEGMENTAL ANALYSIS OF REVENUE AND OPERATING PROFIT
Year ended 30 April 2015 £000 Year ended 30 April 2014 £000
Revenue
MASS 32,528 27,568
MCL 10,143 -
SCS 16,892 14,850
SEA 40,375 29,137
99,938 71,555
Adjusted Operating Profit
MASS 5,492 4,999
MCL 1,327 -
SCS 1,319 1,037
SEA 3,964 3,803
Central costs (2,017) (1,668)
10,085 8,171
Amortisation of other intangible assets (3,602) (64)
Charge on marking forward exchange contracts to market value at the year end (38) (103)
Exceptional items:
Costs of acquisition of MCL (197) -
Costs of acquisition of J+S (427) -
Profit/(loss) on disposal of SEA's Space business 44 (1,386)
Operating Profit 5,865 6,618
The above segmental analysis is the primary segmental analysis of the Group.
All revenue and adjusted operating profit is in respect of continuing
operations.
The operating profit as reported under IFRS is reconciled to the adjusted
operating profit as reported above by the exclusion of amortisation of other
intangible assets, charge on marking forward exchange contracts to market
value at the year end and exceptional items.
The adjusted operating profit is presented in addition to the operating profit
to provide the trading performance of the Group, as derived from its
constituent elements on a consistent basis from year to year.
The adjusted operating profit is stated after charging £198,000 in respect of
share-based payments (2014: £235,000).
3. TAX CHARGE
Year ended30 April 2015£000 Year ended 30 April 2014£000
Corporation tax:
Current year 1,485 1,222
Prior year (204) (482)
1,281 740
Deferred taxation:
Prior year (56) -
Current year (518) 103
(574) 103
707 843
The current year corporation tax charge includes a credit of £20,000 (2014:
charge of £186,000) in respect of continuing exceptional items and the current
year deferred tax credit includes a credit of £721,000 (2014: credit of
£15,000) in respect of the amortisation of other intangible assets and a
charge of £8,000 (2014: £37,000) in respect of marking forward exchange
contracts to market value at the year end.
4. EARNINGS PER SHARE
The earnings per share are calculated by dividing the earnings for the year by
the weighted average number of ordinary shares in issue as follows:
Year ended30 April 2015£000 Year ended 30 April 2014£000
Earnings
Basic and diluted earnings 5,628 5,900
Amortisation of other intangible assets (net of tax of £721,000; 2014: £15,000) 1,992 49
Charge in respect of marking forward exchange contracts to market value at the year end (net of tax of £8,000; 2014: plus tax of £37,000) 23 140
Costs of acquisition of MCL (nil tax) 197 -
Costs of acquisition of J+S (nil tax) 427 -
(Profit)/loss of disposal of SEA's Space business (including tax credit of £28,000; 2014 charge of £186,000) (72) 1,572
Adjusted basic and diluted earnings 8,195 7,661
The adjustments for the amortisation of intangible assets in respect of MCL
and the charge on marking forward exchange contracts to market for the year
ended 30 April 2015 reflect the interests of the equity holders of the parent
only and exclude the proportion allocated to the non-controlling interest.
Number Number
Weighted average number of shares
For the purposes of basic earnings per share 40,071,658 40,010,675
Share options 894,739 1,036,715
For the purposes of diluted earnings per share 40,966,397 41,047,390
Year ended30 April 2015Pence Year ended30 April 2014Pence
Earnings per share
Basic 14.04 14.75
Diluted 13.74 14.37
Adjusted earnings per share
Basic 20.45 19.15
Diluted 20.00 18.66
5. DIVIDENDS
The proposed final dividend for the year ended 30 April 2015 is 3.4 pence
(2014: 2.8 pence) per ordinary share. This dividend will be payable 30
September 2015 to shareholders on the register at 28 August 2015.
The total paid and proposed dividend for the year ended 30 April 2015 is 5.0
pence per ordinary share; a cost of £2,013,000 (2014: 4.2p per ordinary share;
cost of £1,664,000).
The charge for the year ended 30 April 2015 of £1,765,000 is the final
dividend for the year ended 30 April 2014 paid (£1,121,000) and the interim
dividend for the year ended 30 April 2015 paid (£644,000).
6. NET CASH GENERATED FROM OPERATING ACTIVITIES
Year ended30 April 2015£000 Year ended 30 April 2014£000
Profit for the year 5,240 5,900
Adjustments for:
Tax charge 707 843
Depreciation of property, plant and equipment 957 612
Amortisation of goodwill and other intangible assets 3,602 2,064
Net finance (82) (125)
Share-based payment 198 235
Derivative financial instruments 38 103
Decrease in provisions (356) (120)
Operating cash inflows before movements in working capital 10,304 9,512
Decrease/(increase) in inventories 450 (69)
Decrease/(increase) in receivables 1,861 (5,613)
Increase/(decrease) in payables 7,890 (212)
10,201 (5,894)
Cash generated by operations 20,505 3,618
Tax paid (1,702) (1,042)
Interest paid (5) -
Net cash generated from operating activities 18,798 2,576
7. ACQUISITION OF MARLBOROUGH COMMUNICATIONS LIMITED (MCL)
Cohort plc acquired 50.001% of Marlborough Communications (Holdings) Limited
which in turn holds 100% of Marlborough Communications Ltd (MCL) on 9 July
2014.
The Group has recognised 100% of MCL's result and net assets from that date as
it has effective control.
Book Value£000 Fair value£000
Recognised amounts of identifiable assets acquired and liabilities assumed:
Property, plant and equipment 146 146
Other intangible assets - 15,678
Inventory 94 94
Trade and other receivables 397 397
Trade and other payables (3,130) (3,430)
Deferred tax - (3,136)
Cash 3,149 3,149
656 12,898
50.001% acquired 6,449
Goodwill 2,398
Total consideration 8,847
Satisfied by:
Cash 8,847
Total consideration transferred 8,847
Net cash outflow arising on acquisition:
Cash consideration 8,847
Less: cash and cash equivalents acquired (3,149)
5,698
Of the cash consideration, £7,864,000 was paid on completion and a further
earn out of £983,000 paid on 30 March 2015.
Other intangible assets of £15.7m and their estimated useful lives are
analysed as follows:
Other intangible asset£000 Estimated lifeYears
Contracts acquired 1,345 1.25
Marketing agreements, future orders and prospects 14,333 4.50
15,678
A deferred tax liability of £3.1m in respect of the other intangible asset
balance above was established on acquisition and is disclosed as part of the
deferred tax liability.
The goodwill of £2.4m arising from the acquisition represents the customer
contacts, supplier relationships and know-how to which no certain value can be
ascribed. None of the goodwill is expected to be deductible for income tax
purposes.
The non-controlling interest share of goodwill as the acquisition of MCL was
£2.2m.
Acquisition costs of £197,000 in respect of MCL were charged as an exceptional
item in the consolidated income statement.
MCL contributed £10.1m and £1.3m to the Group's revenue and adjusted operating
profit respectively for the period from 9 July 2014 to 30 April 2015.
The Sale and Purchase Agreement in respect of the acquisition of MCL includes
an option for the purchase of the remaining shares (49.999%) in MCL, the
non-controlling interest.
This option is exercisable by 31 December 2016 and is capped at £12.5m. If
the performance of MCL in the period to 30 September 2016 is such that the
amount payable for the non-controlling interest's shares exceeds the cap, the
Group has the right to negotiate the amount payable at that time or not to
acquire the non-controlling interest.
The non-controlling interest is entitled to participate in any dividends
payable by MCL in the period to 30 September 2016.
In accordance with IFRS3, the Group has ascribed a value to the option to
acquire the non-controlling interest of MCL. This value is £12.5m and the
option is shown as a non-current liability and as the non-controlling interest
has a right to dividends, in the other reserves as 'option for acquiring
non-controlling interest in MCL'.
8. ACQUISITION OF J+S Limited (J+S)
The Group's subsidiary, SEA, acquired 100% of J+S Limited (J+S) on 1 October
2014 for a cash consideration of £11.7m. No further consideration is payable
in respect of this
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