REG - CPPGroup Plc - Annual Financial Report <Origin Href="QuoteRef">CPPG.L</Origin> - Part 2
24/03/2016 13:40
- Part 2: For the preceding part double click ID:nRSX1208Ta
44,425 46,633
Administrative expenses (21,443) (49,848)
Operating profit/(loss) 22,982 (3,215)
Analysed as:
Underlying operating profit 4 6,863 2,807
Exceptional items 5 17,777 (6,022)
MSP charges 13 (1,658) -
Investment revenues 282 432
Finance costs (1,362) (2,147)
Profit/(loss) before taxation 21,902 (4,930)
Taxation (3,374) 1,674
Profit/(loss) for the year from continuing operations 18,528 (3,256)
Discontinued operations
Profit/(loss) for the year from discontinued operations 7 2,309 (3,493)
Profit/(loss) for the year attributable to equity holders of the Company 20,837 (6,749)
Basic earnings/(loss) per share Pence Pence
Continuing operations 6 2.42 (1.90)
Discontinued operations 6 0.30 (2.04)
Total 2.72 (3.94)
Diluted earnings/(loss) per share Pence Pence
Continuing operations 6 2.41 (1.90)
Discontinued operations 6 0.30 (2.04)
Total 2.71 (3.94)
Consolidated statement of comprehensive income
For the year ended 31 December 2015
2015 2014
£'000 £'000
Profit/(loss) for the year 20,837 (6,749)
Items that may be reclassified subsequently to profit or loss:
Exchange differences on translation of foreign operations 271 111
Other comprehensive income for the year net of taxation 271 111
Total comprehensive income/(expense) for the year attributable to equity holders of the Company 21,108 (6,638)
Consolidated balance sheet
As at 31 December 2015
2015 2014
Note £'000 £'000
Non-current assets
Other intangible assets 8 4,825 808
Property, plant and equipment 3,502 3,820
Deferred tax asset 652 2,248
8,979 6,876
Current assets
Insurance assets 317 593
Inventories 43 93
Trade and other receivables 12,106 15,709
Cash and cash equivalents 9 39,810 40,599
52,276 56,994
Total assets 61,255 63,870
Current liabilities
Insurance liabilities (1,189) (2,019)
Income tax liabilities (2,483) (2,231)
Trade and other payables (42,629) (40,631)
Provisions 11 (2,254) (7,041)
(48,555) (51,922)
Net current assets 3,721 5,072
Non-current liabilities
Borrowings 10 (2,191) (32,733)
Deferred tax liabilities (308) (126)
Trade and other payables - (8,991)
Provisions 11 (186) (973)
(2,685) (42,823)
Total liabilities (51,240) (94,745)
Net assets/(liabilities) 10,015 (30,875)
Equity
Share capital 12 23,939 17,126
Share premium account 45,225 33,291
Merger reserve (100,399) (100,399)
Translation reserve 991 720
Equalisation reserve 6,243 7,487
ESOP reserve 13,093 11,891
Retained earnings/(accumulated losses) 20,923 (991)
Total equity/(deficit) attributable to equity holders of the Company 10,015 (30,875)
Consolidated statement of changes in equity
For the year ended 31 December 2015
Retained
Share capital Share premium account Merger reserve Translation reserve Equalisationreserve ESOP reserve earnings/(accumulated losses) Total
Note £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
At 1 January 2014 17,120 33,292 (100,399) 609 8,129 11,688 5,259 (24,302)
Total comprehensive expense - - - 111 - - (6,749) (6,638)
Movement on equalisation reserve - - - - (642) - 642 -
Current tax charge on equalisation reserve movement - - - - - - (138) (138)
Equity settled share-based payment charge - - - - - 203 - 203
Deferred tax on share-based payment charge - - - - - - 1 1
Exercise of share options 6 (1) - - - - (6) (1)
At 31 December 2014 17,126 33,291 (100,399) 720 7,487 11,891 (991) (30,875)
Total comprehensive income - - - 271 - - 20,837 21,108
Movement on equalisation reserve - - - - (1,244) - 1,244 -
Current tax charge on equalisation reserve movement - - - - - - (252) (252)
Equity settled share-based payment charge - - - - - 1,466 - 1,466
Deferred tax on share-based payment charge - - - - - - 86 86
Purchase of ordinary shares 12 - - - - - (264) - (264)
Exercise of share options 12 1 (1) - - - - (1) (1)
Other ordinary share issues 12 6,812 11,935 - - - - - 18,747
At 31 December 2015 23,939 45,225 (100,399) 991 6,243 13,093 20,923 10,015
Consolidated cash flow statement
For the year ended 31 December 2015
2015 2014
Note £'000 £'000
Net cash used in operating activities 14 (1,360) (32,906)
Investing activities
Interest received 282 432
Purchases of property, plant and equipment (194) (190)
Purchases of intangible assets (4,435) (406)
Cash consideration in respect of sale of discontinued operation 7 - 275
Credit associated with disposal of discontinued operation 7 - 28
Investment in joint venture 7 - (1,000)
Net cash used in investing activities (4,347) (861)
Financing activities
Repayment of bank loans (12,000) -
(Repayment of)/proceeds from the Commission Deferral Agreement (1,304) 8,831
Proceeds from the Second Commission Deferral Agreement 1,304 -
Interest paid (903) (514)
Costs of refinancing (220) -
Costs of compromising the Commission Deferral Agreement (743) (193)
Issue of ordinary share capital and associated costs 18,980 (499)
Net cash from financing activities 5,114 7,625
Net decrease in cash and cash equivalents (593) (26,142)
Effect of foreign exchange rate changes (196) (159)
Cash and cash equivalents at 1 January 40,599 66,900
Cash and cash equivalents at 31 December 9 39,810 40,599
Notes to condensed financial statements
1. General information
While the financial information included in this annual results announcement
has been computed in accordance with the recognition and measurement criteria
of International Financial Reporting Standards as adopted for use by the
European Union ('IFRS') and with those parts of the Companies Act 2006
applicable to companies reporting under IFRS, this announcement does not
itself contain sufficient information to comply with IFRS. The Company will
publish full financial statements that comply with IFRS in April 2016.
The figures shown for the year ended 31 December 2015 are unaudited and do not
represent statutory accounts within the meaning of section 435 of the
Companies Act 2006. The statutory accounts for the year ended 31 December 2015
will be delivered to the Registrar of Companies after the Annual General
Meeting. This announcement has been agreed with the Company's auditors for
release. A copy of this preliminary announcement will be published on the
Company's website www.cppgroupplc.com. The Directors are responsible for the
maintenance and integrity of the Company website. Legislation in the United
Kingdom governing the preparation and dissemination of financial statements
differ from legislation in other jurisdictions.
2. Accounting policies
The same accounting policies, presentation and methods of computation are
followed in the condensed financial statements as were applied in the Group's
audited financial statements for the year ended 31 December 2014 except for
comparative amounts that have been restated to reflect the Airport Angel
business as discontinued. The following Standards and Interpretations have
become effective and have been adopted in these condensed financial
statements. Their adoption has not had any material impact on the Group. No
Standards or Interpretations have been adopted early in these condensed
financial statements.
Standard/Interpretation Subject
Annual improvements to IFRSs 2011 - 2013 cycle
3. Critical accounting judgements and key sources of estimation uncertainty
Provisions
The Group's provisions are detailed in note 11. The remaining provisions
include estimates relating to response rates for customer redress and the
non-utilisation period at a vacated office in the UK.
Any changes to the estimates applied would lead to a change in the provisions
required which would be reflected through the consolidated income statement
Share-based payments
Determining the fair value of share options granted requires estimation of
share price volatility, risk-free rates and a discount for potential
cancellations. Details of the assumptions made are included in note 13.
Changes to the assumptions would alter the share-based payment charge for the
current and subsequent periods. Valuations for equity settled share-based
payments are set at grant date.
Current tax
The Group is required to estimate the corporation tax payable for the year in
each of the territories in which it operates. Applicable tax regulations are
complex and require that judgement be exercised in calculating the taxable
profit. In many countries in which the Group operates, filed tax positions
remain open to challenge by local tax authorities for several years.
Corporation tax is therefore accrued on the Directors' assessment of territory
specific tax law and likelihood of settlement.
Any changes to estimates of uncertain tax positions would be reflected in the
consolidated income statement.
4. Segmental analysis
IFRS 8 requires operating segments to be identified on the basis of internal
reports about components of the Group that are regularly reviewed by the Board
of Directors to allocate resources to the segments and to assess their
performance.
The Group is managed on the basis of three broad geographical regions:
- UK and Ireland (UK and Ireland);
- Europe and Latin America (Spain, Italy, Germany, Turkey, Mexico, Portugal,
France and Brazil);
- Asia Pacific (India, Hong Kong, China, Malaysia and Singapore).
Segment revenues and performance have been as follows:
UK and Ireland2015£'000 Europe andLatin America2015£'000 Asia Pacific2015£'000 Total2015£'000
Year ended 31 December 2015
Continuing operations
Revenue - external sales 42,979 25,455 8,337 76,771
Cost of sales (14,939) (12,479) (4,928) (32,346)
Gross profit 28,040 12,976 3,409 44,425
Depreciation and amortisation (292) (264) (30) (586)
Other administrative expenses excluding exceptional items and MSP charges (25,759) (8,118) (3,099) (36,976)
Regional underlying operating profit 1,989 4,594 280 6,863
Exceptional items (note 5) 17,777
MSP charges (1,658)
Operating profit 22,982
Investment revenues 282
Finance costs (1,362)
Profit before taxation 21,902
Taxation (3,374)
Profit for the year from continuing operations 18,528
Discontinued operations
Profit for the year from discontinued operations (note 7) 2,309
Profit for the year 20,837
For the purposes of resource allocation and assessing performance, operating
costs and revenues are allocated to the regions in which they are earned or
incurred. The above does not reflect additional net charges of central costs
of £1,704,000 presented within UK and Ireland in the table above which have
been charged to other regions for statutory purposes.
UK and Ireland2014£'000 Europe andLatin America2014£'000 Asia Pacific2014£'000 Total2014£'000
Year ended 31 December 2014 - restated (note 2)
Continuing operations
Revenue - external sales 57,412 32,463 6,653 96,528
Cost of sales (29,919) (16,357) (3,619) (49,895)
Gross profit 27,493 16,106 3,034 46,633
Depreciation and amortisation (1,243) (784) (34) (2,061)
Other administrative expenses excluding exceptional items (28,372) (10,160) (3,233) (41,765)
Regional underlying operating (loss)/profit (2,122) 5,162 (233) 2,807
Exceptional items (note 5) (6,022)
Operating loss (3,215)
Investment revenues 432
Finance costs (2,147)
Loss before taxation (4,930)
Taxation 1,674
Loss for the year from continuing operations (3,256)
Discontinued operations
Loss for the year from discontinued operations (note 7) (3,493)
Loss for the year (6,749)
For the purposes of resource allocation and assessing performance, operating
costs and revenues are allocated to the regions in which they are earned or
incurred. The above does not reflect additional net charges of central costs
of £1,845,000 presented within UK and Ireland in the table above which have
been charged to other regions for statutory purposes.
Segment assets
2015£'000 2014restated(note 2) £'000
UK and Ireland 47,667 49,346
Europe and Latin America 8,074 7,012
Asia Pacific 4,065 2,937
Total segment assets 59,806 59,295
Assets relating to discontinued operations 797 2,327
Unallocated assets 652 2,248
Consolidated total assets 61,255 63,870
Deferred tax is not allocated to segments.
Capital expenditure
Intangible assets Property, plant and equipment
2015£'000 2014£'000 2015£'000 2014 £'000
Continuing operations
UK and Ireland 4,415 393 129 118
Europe and Latin America 21 13 48 61
Asia Pacific - - 17 11
Additions from continuing operations 4,436 406 194 190
Revenues from major products
2015£'000 2014restated(note 2) £'000
Continuing operations
Retail assistance policies 68,139 82,652
Retail insurance policies 5,384 10,229
Wholesale policies 2,344 2,802
Non-policy revenue 904 845
Revenue from continuing operations 76,771 96,528
Discontinued operations 13,107 12,278
Consolidated total revenue 89,878 108,806
Major product streams are disclosed on the basis monitored by the Board of
Directors. For the purpose of this product analysis, "retail assistance
policies" are those which may be insurance backed but contain a bundle of
assistance and other benefits; "retail insurance policies" are those which
protect against a single insurance risk; "wholesale policies" are those which
are provided by Business Partners to their customers in relation to an
on-going product or service which is provided for a specified period of time;
"non-policy revenues" are those which are not in connection with providing an
on-going service to policyholders for a specified period of time.
Geographical information
The Group operates across a wide number of territories, of which the UK and
Spain are considered individually material. Revenue from external customers
and non-current assets (excluding deferred tax) by geographical location are
detailed below:
External revenues Non-current assets
2015£'000 2014restated(note 2) £'000 2015£'000 2014restated(note 2) £'000
Continuing operations
UK 42,179 56,134 8,062 4,064
Spain 11,873 15,215 122 176
Other 22,719 25,179 143 352
Total continuing operations 76,771 96,528 8,327 4,592
Discontinued operations 13,107 12,278 - 36
89,878 108,806 8,327 4,628
Information about major customers
There are no customers either in the current or prior year from which the
Group earns more than 10% of its revenue.
5. Exceptional items
Note 2015£'000 2014restated(note 2) £'000
Commission deferral compromise and associated costs Customer redress and associated costs (19,388) 744
Customer redress and associated costs 11 900 3,000
Restructuring costs 711 2,278
Exceptional (credit)/charge included in operating profit or loss (17,777) 6,022
Tax on exceptional items 2,344 (646)
Total exceptional (credit)/charge after tax (15,433) 5,376
Discontinued operations after tax (38) 301
(15,471) 5,677
The gain from the commission deferral compromise and associated costs of
£19,388,000 (2014: £744,000 charge) relates to the settlement in full of the
Commission Deferral Agreement for a payment of £1,304,000, net of costs
associated with finalising the agreement to compromise.
The customer redress and associated costs of £900,000 (2014: £3,000,000)
relate to the latest estimate with respect to residual customer redress
activity, which has arisen following changes to commission arrangements in the
UK.
The restructuring costs of £711,000 (2014: £2,278,000) principally relate to
redundancy programmes and associated costs across the Group. The majority of
this cost is located in Spain.
6. Earnings/(loss) per share
Basic and diluted earnings/(loss) per share have been calculated in accordance
with IAS 33 'Earnings per Share'. Underlying earnings/(loss) per share have
also been presented in order to give a better understanding of the performance
of the business. In accordance with IAS 33, potential ordinary shares are only
considered dilutive when their conversion would decrease the earnings per
share from continuing operations attributable to equity holders.
Earnings/(loss)
Continuing operations Discontinued operations Total
2015£'000 2014restated(note 2)£'000 2015£'000 2014restated(note 2)£'000 2015£'000 2014 £'000
Earnings/(loss) for the purposes of basic and diluted earnings/(loss) per share 18,528 (3,256) 2,309 (3,493) 20,837 (6,749)
Exceptional items (net of tax) (15,433) 5,376 (38) (10) (15,471) 5,366
MSP charges (net of tax) 1,318 - - - 1,318 -
Earnings/(loss) for the purposes of underlying basic and diluted earnings/(loss) per share 4,413 2,120 2,271 (3,503) 6,684 (1,383)
Number of shares
Number (thousands) Numberrestated(note 2) (thousands)
Weighted average number of ordinary shares for the purposes of basic earnings/(loss) per share 766,667 171,622
Effect of dilutive potential ordinary shares: share options 2,748 6,059
Weighted average number of ordinary shares for the purposes of diluted earnings/(loss) per share 769,415 177,681
Continuing operations Discontinued operations Total
2015Pence 2014restated(note 2)Pence 2015Pence 2014restated(note 2)Pence 2015Pence 2014restated(note 2) Pence
Basic and diluted earnings/(loss) per share
Basic 2.42 (1.90) 0.30 (2.04) 2.72 (3.94)
Diluted 2.41 (1.90) 0.30 (2.04) 2.71 (3.94)
Basic and diluted underlying earnings/(loss) per share
Basic 0.58 1.23 0.30 (2.04) 0.88 (0.81)
Diluted 0.57 1.19 0.30 (1.97) 0.87 (0.78)
The Group has 171,650,000 deferred shares which have no rights to receive
dividends and will only have very limited rights on a return of capital. The
deferred shares have not been admitted to trading on AIM or any other Stock
Exchange. Accordingly, these shares have not been considered in the
calculation of earnings/(loss) per share.
On 19 January 2016, the Company awarded options over 26,050,000 ordinary
shares through the 2016 LTIP. This award occurred after the period end and as
such is not considered in the current year diluted earnings per share
calculation.
7. Discontinued operations
The Group announced on 27 May 2015 its decision to cease providing airport
lounge access services (Airport Angel). The closure of the business was
completed on 31 December 2015.
In accordance with IFRS 5 "Non-current Assets Held for Sale and Discontinued
Operations" this operation has been presented as a discontinued operation. The
comparative figure includes the disposal of Home3 Assistance Limited (Home3)
which completed in March 2014.
The consolidated income statement, summary of cash flows and assets and
liabilities of this business is set out below:
(i) Consolidated income statement
2015 2014 - restated (note 2)
Airport Angel£'000 Airport Angel£'000 Home3£'000 North America £'000 Total£'000
Revenue 13,107 12,278 - - 12,278
Cost of sales (8,808) (10,879) - - (10,879)
Gross profit 4,299 1,399 - - 1,399
Administrative expenses (2,186) (3,982) - - (3,982)
Share of loss of joint venture - - (1,096) - (1,096)
Operating profit/(loss) 2,113 (2,583) (1,096) - (3,679)
Analysed as:
Underlying operating profit/(loss) 2,060 (2,282) (1,096) - (3,378)
Exceptional items 53 (301) - - (301)
Finance costs (161) (149) - - (149)
Profit/(loss) before taxation 1,952 (2,732) (1,096) - (3,828)
Taxation 357 24 - - 24
Profit/(loss) after tax 2,309 (2,708) (1,096) - (3,804)
Profit on disposal - - 265 46 311
Profit/(loss) for the year 2,309 (2,708) (831) 46 (3,493)
The Group has not made any disposals required to comply with IFRS 5 in the
current year.
2015 2014
Total£'000 Home3£'000 North America £'000 Total£'000
Proceeds - 275 - 275
(Costs)/credit associated with disposal - (10) 46 36
Profit on disposal - 265 46 311
(ii) Summary of cash flows
2015£'000 2014restated(note 2) £'000
Net cash flows from operating activities (432) (3,703)
Net cash flows from investing activities 21 34
Net cash flows from financing activities (161) (148)
Cash consideration in respect of sale of discontinued operation - 275
Credit associated with the disposal of discontinued operation - 28
Investment in joint venture - (1,000)
Net cash outflow (572) (4,514)
8. Other intangible assets
Contractual arrangements with third parties Business relationships£'000 Internally generated software Externally acquired software Total
£'000 £'000 £'000 £'000
Cost:
At 1 January 2014 17,420 1,211 19,478 19,402 57,511
Additions - - 194 212 406
Disposals - - - (151) (151)
Exchange adjustments - - - (66) (66)
At 1 January 2015 17,420 1,211 19,672 19,397 57,700
Additions - - 574 3,862 4,436
Disposals (17,420) (1,211) - (276) (18,907)
Exchange adjustments - - - (83) (83)
At 31 December 2015 - - 20,246 22,900 43,146
Accumulated amortisation:
At 1 January 2014 15,153 1,211 19,181 18,667 54,212
Provided during the year 2,012 - 297 575 2,884
Disposals - - - (147) (147)
Exchange adjustments - - - (57) (57)
At 1 January 2015 17,165 1,211 19,478 19,038 56,892
Provided during the year 255 - - 136 391
Disposals (17,420) (1,211) - (275) (18,906)
Impairment - - - 21 21
Exchange adjustments - - - (77) (77)
At 31 December 2015 - - 19,478 18,843 38,321
Carrying amount:
At 31 December 2014 255 - 194 359 808
At 31 December 2015 - - 768 4,057 4,825
9. Cash and cash equivalents
Consolidated cash and cash equivalents of £39,810,000 (2014: £40,599,000)
comprises cash held on demand by the Group and short term deposits.
Cash and cash equivalents includes the following:
i) £12,126,000 (2014: £21,542,000) cash maintained by the Group's insurance
businesses for solvency purposes; and
ii) £21,753,000 (2014: £13,380,000) cash held in the UK's regulated entities
CPPL and HIL which is restricted by the terms of the VVOP and cannot be
distributed to the wider Group without FCA approval. This restricted cash
whilst being unavailable to distribute to the wider Group, is available to the
regulated entity in which it exists including for operational and residual
customer redress purposes.
Concentration of credit risk is reduced, as far as practicable, by placing
cash on deposit across a number of institutions with the best available credit
ratings. Credit quality of counterparties are as follows:
2015£'000 2014 £'000
AA 1,679 1,537
A 36,064 37,069
BBB 548 1,000
BB 1,405 978
Rating information not available 114 15
39,810 40,599
Ratings are measured using Fitch's long term ratings, which are defined such
that ratings "AAA" to "BBB" denote investment grade counterparties, offering
low to moderate credit risk. "AAA" represents the highest credit quality,
indicating that the counterparty's ability to meet financial commitments is
highly unlikely to be adversely affected by foreseeable events.
10. Borrowings
The carrying value of the Group's financial liabilities, for short term
borrowings and long term borrowings, are as follows:
2015£'000 2014 £'000
Bank loans due outside of one year 1,000 13,000
Less: unamortised issue costs (152) (969)
Commission Deferral Agreement - 20,702
Second Commission Deferral Agreement 1,343 -
Borrowings due outside of one year 2,191 32,733
Analysis of repayments:
2015£'000 2014 £'000
Within one year - -
In the second year 1,343 13,000
In the third to fifth years 1,000 20,702
Total repayments 2,343 33,702
Less: unamortised issue costs (152) (969)
Total carrying value 2,191 32,733
The Group's bank debt is in the form of a £5,000,000 revolving credit facility
(RCF). The current RCF became effective on 11 February 2015. The Group is
entitled to roll over repayment of amounts drawn down, subject to all amounts
outstanding falling due for repayment on expiry of the facility on 28 February
2018.
The RCF bears interest at a variable rate of LIBOR plus a margin of 4%. It is
secured by fixed and floating charges on certain assets of the Group. The
financial covenants of the RCF are based on the interest cover and minimum
total cash balance of the Group. The Group has been in compliance with these
covenants since inception of the RCF.
All amounts outstanding in respect of the Second Commission Deferral Agreement
fall due for repayment on expiry of the agreement on 31 January 2017. The
Commission Deferral Agreement bears interest at a fixed rate of 3.5% and is
secured by charges over the assets of CPPL in substantially similar form and
terms to the security granted under the RCF.
The weighted average interest rates paid during the year were as follows:
2015% 2014 %
Bank loans 2.5 4.5
Commission Deferral Agreements 3.5 3.5
Weighted average 2.9 3.9
The bank loans weighted average interest rate of 2.5% comprises the interest
rate charged on the drawn amount and the interest rate charged for the
commitment on the undrawn element.
At 31 December 2015, the Group has £4,000,000 undrawn committed borrowing
facilities (2014: £nil).
11. Provisions
Onerous leases2015£'000 Customer redress and associated costs 2015 £'000 Total 2015 £'000 Onerous leases 2014 £'000 Customer redress andassociated costs 2014 £'000 Total2014 £'000
At 1 January 1,658 6,356 8,014 - 37,398 37,398
(Credited)/charged to the income statement (97) 900 803 1,658 3,000 4,658
Customer redress and associated costs paid in the year - (4,821) (4,821) - (34,042) (34,042)
Utilisation of onerous lease provision in the year (732) - (732) - - -
Transfer to trade and other payables - (824) (824) - - -
At 31 December 829 1,611 2,440 1,658 6,356 8,014
The customer redress and associated cost provision comprises anticipated
compensation payable to customers through residual customer redress exercises
and associated professional fees. The outstanding regulatory fine of
£8,500,000 is included in trade and other payables.
The onerous lease provision reflects the future lease payments and associated
costs in the expected non-utilisation period at one of our vacated offices in
the UK.
Customer redress and associated costs are expected to be settled within one
year of the balance sheet date and onerous lease provisions are expected to be
settled within two years of the balance sheet date.
Provisions are expected to be settled in the following periods:
Onerous leases2015£'000 Customer redress and associated costs 2015 £'000 Total 2015 £'000 Onerous leases 2014 £'000 Customer redress andassociated costs 2014 £'000 Total2014 £'000
Within one year 643 1,611 2,254 685 6,356 7,041
Outside of one year 186 - 186 973 - 973
At 31 December 829 1,611 2,440 1,658 6,356 8,014
12. Share capital
Ordinary shares of 10 pence each(thousands) Ordinary shares of 1 penny each(thousands) Deferred shares of 9 pence each(thousands) Ordinary shares of 10 pence each£'000 Ordinary shares of 1 penny each£'000 Deferred shares of 9 pence each£'000
Called up and allotted:
At 1 January 2015 171,650 - - 17,126 - -
Issue of shares in connection with:
Capital reorganisation (171,650) 171,650 171,650 (17,126) 1,713 15,413
February placement - 666,667 - - 6,667 -
June share issue - 8,550 - - 86 -
November share issue - 5,883 - - 59 -
Exercise of share options - 84 - - 1 -
At 31 December 2015 - 852,834 171,650 - 8,526 15,413
On 20 January 2015, each of the Company's 10 pence ordinary shares was
subdivided and redesignated into one new ordinary share of 1 penny each and
one new deferred share of 9 pence each. Each new ordinary share of 1 penny
carries the same rights as the old 10 pence ordinary share. Deferred shares
have no voting rights, no rights to receive dividends and only very limited
rights on a return of capital. The deferred shares have not been listed for
trading in any market and are not freely transferable.
On 11 February 2015, the Company transferred the trading of its shares from
the main market of the London Stock Exchange to AIM. On transfer to AIM, as
part of a placing, the Company also issued 666,666,667 1 penny ordinary shares
for cash consideration of £20,000,000. Costs of the share issue of £1,686,000
have been charged to the share premium account.
On 25 June 2015, the Company issued 8,550,000 1 penny ordinary shares as part
of the Group's new share incentive scheme, the MSP. The newly issued shares,
which represent investment shares in the terms of the plan, were purchased for
total consideration of £257,000. The second investment date for MSP completed
on 24 November 2015, resulting in the issue of a further 5,883,000 1 penny
ordinary shares which were purchased for total consideration of £176,000.
The ordinary shares issued in the placing and MSP have increased the share
capital of the Company by £6,812,000 and increased the share premium account
by £11,935,000.
On 24 November 2015, the CPPGroup Plc Employee Benefit Trust (EBT) purchased
1,763,000 of the Company's ordinary shares for total cash consideration of
£264,000. The total amount paid to acquire the shares has been deducted from
the ESOP reserve. As at 31 December 2015, the total number of ordinary shares
held by the EBT was 1,763,000 (2014: nil).
During the year, the Company issued 84,347 shares to option holders for total
consideration of £1,000.
Of the 852,833,955 ordinary shares issued at 31 December 2015, 852,333,956 are
fully paid and 499,999 are partly paid.
The ordinary shares are entitled to the profits of the Company which it may
from time to time determine to distribute in respect of any financial year or
period.
All holders of ordinary shares shall have the right to attend and vote at all
general meetings of the Company. On a return of assets on liquidation, the
assets (if any) remaining, after the debts and liabilities of the Company and
the costs of winding up have been paid or allowed for, shall belong to, and be
distributed amongst, the holders of all the ordinary shares in proportion to
the number of such ordinary shares held by them respectively.
13. Share-based payment
The MSP was implemented, subsequent to the transfer of the Company's shares to
AIM in 2015, to more closely align senior management interests with those of
shareholders. MSP charges separately disclosed in the income statement include
£1,457,000 (2014: £nil) relating to the share-based payment charges. There
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