REG - SysGroup PLC - Final results for the year ended 31 March 2023
26/06/2023 07:00
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RNS Number : 8091D SysGroup PLC 26 June 2023
26 June 2023
SysGroup plc
("SysGroup" or the "Company" or the "Group")
Final results for the year ended 31 March 2023
SysGroup plc (AIM:SYS), the multi award-winning technology solutions provider,
is pleased to announce its audited final results for the period ended 31 March
2023.
HIGHLIGHTS
Financial
2023 2022 Change %
Revenue £21.65m £14.75m 47%
Recurring revenue as a % of total revenue 81% 87% -6%
Gross profit £11.10m £8.92m 24%
Adjusted EBITDA(1) £3.33m £2.82m 18%
Adjusted EBITDA(1) margin % 15% 19% -4%
Statutory (loss)/profit before tax £(0.10)m £0.60m -
Adjusted PBT(2) £2.22m £2.04m 9%
Basic EPS 0.0p 0.9p -0.9p
Adjusted Basic EPS(3) 3.9p 3.6p 0.3p
Cashflow from operations £3.02m £2.47m 22%
Net (debt)/cash(4) £(1.32)m £2.99m -
Operational
· Acquisitions of Truststream Security Solutions Limited
("Truststream") and Orchard Computers Limited ("Orchard")
o Truststream acquired for up to £7.9m, enhancing cyber security offering
and adding Edinburgh location
o Orchard acquired for £1m in cash, strengthening south west operations
o Business operations and systems integration into SysGroup completed
· New £8.0m revolving credit facility secured with Santander
· Consistently high customer satisfaction levels maintained above
our 97% target throughout the 12 month period
Post period-end developments
· New go-to-market strategy launched simplifying our messaging to
prospects and customers
· Heejae Chae to join the Company as Executive Chairman with Adam
Binks stepping down after nine successful years
1. Adjusted EBITDA is earnings before interest, taxation,
depreciation, amortisation of intangible assets, exceptional items, and share
based payments.
2. Adjusted profit before tax ("Adjusted PBT") is profit before tax
after adding back amortisation of intangible assets, exceptional items, and
share based payments.
3. Adjusted Basic EPS is profit after tax after adding back
amortisation of intangible assets, exceptional items, share based payments and
associated tax, divided by the weighted average number of shares in issue.
4. Net (debt)/cash represents cash balances less bank loans and lease
liabilities.
5. Adjusted operating expenses are administrative expenses before
depreciation, amortisation, exceptional items and share based payments.
Adam Binks, Chief Executive Officer, commented:
"For the final time, I am delighted to report a positive set of results to the
market. I am grateful to the entire team for their drive and commitment to
helping SysGroup continue on its growth journey. It's been yet another
challenging period with many external headwinds, however, we have pushed hard
and continued to flourish, demonstrated by the positive organic growth that
has been achieved.
Whilst I am sad to be leaving the Group, I am confident that now is the right
time for me to step aside as I leave a solid legacy behind that allows the
Group to continue to grow.
Finally, the Group has made a good start to the new financial year with the
first two months of the period both in line with the Board's expectations
which is testament to the hard work of the brilliant team that we have built
over the years. I wish the team well for the future and look forward to
continuing to watch SysGroup go from strength to strength."
For further information please contact:
SysGroup plc Tel: 0151 559 1777
Adam Binks, Chief Executive Officer
Martin Audcent, Chief Financial Officer
Liberum (Nomad and Broker) Tel: 0203 100 2000
Edward Mansfield
Alma PR (Financial PR)
Josh Royston Tel: 07780 901 979
Matthew Young
About SysGroup
SysGroup is a multi-award-winning technology solutions provider that creates
value through technology transformation. Our mission is to supercharge the UK
mid-market and we have built our business around our customers' challenges,
enabling them to drive productivity, increase their resilience, mitigate risk
and become more sustainable. Our bespoke solutions are at the forefront of
technology innovation, combining world-class, green technology infrastructure
with cutting-edge expertise and best-in-breed partners.
The Group has offices in Bristol, Edinburgh, Liverpool, London, Manchester and
Newport.
For more information, visit http://www.sysgroup.com
(http://www.sysgroup.com/)
Chairman's statement
In my final report as Chairman, I am pleased to report a year of positive
revenue growth for SysGroup as it successfully executed on its growth strategy
and navigated the challenging sector headwinds. I am incredibly proud to have
been Chairman of SysGroup for the last fourteen years which has seen the Group
achieve significant change and growth both organically and through M&A.
Trading for the year has been strong with revenue and Adjusted EBITDA both
increasing in line with market expectations. It is pleasing to see the
strategic acquisitions of Truststream and Orchard already contributing to
total Group revenues. Both businesses have proven to be valuable additions to
our existing operations, enhancing our service offering, expanding our
geographical presence, fostering new client relationships and cross sell
opportunities. The teams have been seamlessly integrated into the Group
placing us in a stronger position. Moreover, these businesses have brought
robust recurring revenue streams, reinforcing our commitment to the Group's
buy and build strategy and solidifying our position as a consolidator within a
highly fragmented market.
Our people are at the centre of everything we do and I would like to take this
opportunity to sincerely thank all of them for their continued diligence and
dedication. We have worked hard to create an environment which allows the
diverse range of talent within SysGroup to thrive and I believe that this will
play a significant part in our continued success. It is the commitment of our
people that has consistently propelled our customer satisfaction levels beyond
our set targets, and they continue to be at the centre of our growth plans.
On behalf of the Board and the wider team, I would like to extend our thanks
to Adam Binks for his dedication and commitment during his time as CEO of
SysGroup. Adam has been central to the growth of the Company over the last
nine years and I know I speak for all stakeholders by wishing him well for the
future.
I would also like to take the opportunity to welcome Heejae Chae to the Board,
who will take over from me as Chair.
As the Group continues to invest in its services, execute on its growth
strategy and as companies begin to increase investment in technology
solutions, we have confidence in the midterm outlook for SysGroup.
Michael Edelson
Chairman
23 June 2023
Chief Executive Officer's Report
Introduction
I am pleased to be able to report, for the final time as Chief Executive,
another year of progress for SysGroup, in spite of the continued difficult
economic backdrop. The Group met expectations with revenue growth of 47% to
£21.6m (FY22: £14.7m) and Adjusted EBITDA(1) increased to £3.33m (FY22:
£2.82m). The growth in Group revenues was achieved through a combination of
6% organic growth supplemented by the successful acquisitions of Truststream
and Orchard (the "Acquisitions"), both in April 2022.
Managed IT services revenues grew by £4.6m to £17.4m, but reduced as a
percentage of Group revenues to 80.6% (FY22: 87.1%) with VAR sales more than
doubling during the period to £4.2m (FY22: £1.9m). Although the increased
proportion of VAR impacts the gross margin, it is a reassuring signal that
companies are once again committing to IT spend.
SysGroup's strong track record of cash generation continued, with gross cash
of £4.19m at the year-end (FY22: £4.13m), achieved after payment of £5.39m
(net of cash acquired) in respect of the initial consideration payable for the
Acquisitions. As expected, following the Acquisitions and successful
refinancing, the Group has a net debt position of £1.32m excluding contingent
consideration (FY22: net cash £2.99m). The balance sheet therefore remains
very healthy with an Adjusted EBITDA(1) to net debt ratio of 0.4x.
Acquisitions
The Board was pleased to complete two acquisitions early in the financial
year, being the first since 2019. Both were strategically important, enhancing
our geographical presence as well as complementing our suite of services to
meet the market needs.
We acquired Truststream for an initial cash consideration of £4.8m on a cash
free, debt free basis, and a maximum earn out consideration of up to £3.075m
over a 24 month period. Truststream is a leading provider of professional and
managed cyber security services, providing SysGroup with greater expertise and
an expanded portfolio to target one of the fastest growing segments of the
market. With a strong client base covering both private and public sectors, it
covers all aspects of cyber security from analysis and threat detection,
through protection architecture and implementation, to incident response and
ongoing 24/7 support and training.
Subsequently, the Group acquired Independent Network Solutions Limited, which
trades as Orchard Computers, a Bristol based managed IT service provider, for
£1.0m in cash. Orchard has been in operation for over 30 years and has built
a longstanding and diverse customer base totalling over 120 active clients in
2021, largely in the Southwest of England complementing the Group's operations
in South Wales. Orchard represents customers across a broad range of sectors,
covering both the private and public sectors. It's managed IT service offering
mirrors that of SysGroup, providing high quality consulting services and
building tailor made, vendor agnostic solutions, designed specifically to meet
individual customer needs, followed by ongoing support.
At the time of the Truststream acquisition, the Company secured a new £8.0m
revolving credit facility with Santander to provide additional financial
flexibility for the Group. This facility has a term of five years
with covenants that will be tested quarterly relating to total net debt to
Adjusted EBITDA leverage and minimum liquidity. The Group has drawn down
£4.5m against the new facility towards the funding of the Truststream
Acquisition.
As a result of the Group's prior year investments in Project Fusion, a project
that provided the Group with a single operating platform, the integration of
both businesses has been both swift and seamless. The integration of both
finance operations, customer relationship management and team members were
completed during the first half of the year and we have since completed
integration of all technical operations. In line with our strategic focus,
both businesses are now trading under the SysGroup brand.
Strategy
During the periods dominated by the COVID pandemic, the Group focused on
ensuring that we had the right structure and systems in place to be able to
scale our business, both organically and through acquisitions, seamlessly and
without friction. The success of this has been demonstrated through the
integration of both Truststream and Orchard. We now have a group with a
presence throughout the United Kingdom able to serve the mid-market and
enterprise customers, all supported by a centralised sales and marketing team.
During the year under review we refined and simplified our go to market
strategy. We know that we have the right solutions to meet the demands that
businesses currently face and to help them build for the future, which is
reflected in our outstanding levels of client retention and customer
satisfaction.
The technology transformation journey is more complex than ever before and
businesses need to rely on trusted advisors to help them navigate the
complexities. SysGroup now operates under a single unified brand and all
marketing material and sales collateral centres around how we can help C-suite
executives grow their businesses and achieve their corporate ambitions. This
includes a revitalised website which is consistent with our values and sales
efforts. Rather than looking to engage with them on technical detail, our
approach centres around the key issues that they encounter, such as: how
better technology can help them to drive productivity and deliver top line
growth.; how they can increase resilience through combatting threats,
withstanding change and ensuring continuity of their most important assets;
how they can mitigate risks to avoid any financial, operational or
reputational damage, and; how the power of technology can help them become
more sustainable by future proofing operations and accelerating their journey
to net zero.
This approach is not only applicable for gaining new clients but also for
growing within our existing estate. As a result of our acquisitive nature
there is still a significant proportion of our client base that utilise no
more than two of our core competencies. As previously stated, we believe there
is an opportunity to expand within these customers and while some progress has
been made to date, our simplified message will drive this further.
People
I am pleased to report that the initial results of this refined strategy have
been encouraging. Organic growth of 6% in a difficult market highlights that
we are making progress and the feedback internally is very supportive. The
stability and continuity of management and senior leadership teams has created
a collaborative culture in which participation and having a voice are
encouraged and evident.
Having been in this business for nine years and worked with many of the team
throughout that tenure, I am continually impressed by the collective desire to
improve as an organisation, to learn new ways to develop our offering and the
commitment to provide our customers with the very best levels of service. This
is once again demonstrated by our customer satisfaction levels remaining above
our 97% target throughout the 12 month period and a trait that I am certain
will continue beyond my stewardship.
Summary and Outlook
The Group has delivered a robust performance with revenue and Adjusted EBITDA
increasing despite the challenging macroeconomic environment impacting all
businesses. We are pleased to report that trading for the first two months of
the new financial year are in line with the Board's expectations, and as I
look to leave the business, I have confidence that SysGroup has the right
platform to succeed in today's technological world as it continues to support
business of all sizes find the right solutions to meet their needs.
The foundations created through investment during my time as CEO has placed
SysGroup in a strong position to capitalise on the market opportunity as it
executes against its growth strategy. The seamless integration of Truststream
and Orchard serves to evidence the strength of this position and our ability
to bring in complementary businesses which will expand our addressable market,
generate new client relationships and be immediately earnings enhancing for
the Group.
As we continue to invest in our expanded service offering, while remaining
committed to exploring further appropriate M&A opportunities, we have
great confidence in the mid-term outlook for the Group.
SysGroup has built a fantastic team and it is clear that all of the right
systems and processes are in place to achieve sustainable growth over the
coming period and beyond. I would like to take this opportunity to wish every
success to the team as they continue to take the Company further on its growth
journey.
Adam Binks
Chief Executive Officer
23 June 2023
Chief Financial Officer's Report
Group Statement of Comprehensive Income
The Group delivered revenue of £21.65m (FY22: £14.75m), an increase of 47%
on the prior year, Adjusted EBITDA of £3.33m (FY22: £2.82m), an increase of
18% compared to FY22, and a statutory loss before tax of (£0.1m) (FY22:
profit before tax of £0.60m) The revenue and Adjusted EBITDA growth has
principally come from the acquisitions of Truststream and Orchard which were
both acquired in April 2022 and provided a full years' contribution to the
Group results, and overall the Group achieved organic revenue growth of 6%.
The two acquisitions have performed well and in line with expectations.
Truststream's IT security services have proved to be a strong area of growth
with cyber security being a key concern for our mid-market and enterprise
level customers. The Orchard business, which provides customers with a broad
set of managed IT services, has been integrated into the SysGroup operational
structure and it has been pleasing to see new business won during the year
whilst their customer churn has remained at relatively low levels. Revenue in
the core business has remained broadly level, though we are seeing a stronger
pipeline of opportunities.
In common with all companies, we have seen a rise in energy costs and other
supplier charges due to the high inflation economy and impact from the
geopolitical situation. Our contract terms with customers have largely allowed
us to pass price increases onto customers although power consumption across
our office footprint has been absorbed into the overhead base.
Managed IT services revenue was £17.44m (FY22: £12.85m), an increase of 36%
on the prior year, and VAR revenue was £4.2m (FY22: £1.9m), an increase of
121%. Organic growth was 4% and 14% respectively for managed IT services and
VAR revenue. The higher VAR revenue performance has shifted the revenue mix to
81% managed IT services and 19% VAR (FY22: 87%:13%) which is more in line
with our target revenue mix model. This shift back had been anticipated
following the acquisitions of Truststream and Orchard and we expect a similar
revenue mix in the forthcoming year.
Gross profit was £11.10m with a gross margin of 51.3% (FY22: £8.92m and
60.5% respectively). Whilst gross profit has increased with the larger size of
the business, the gross margin percentage has reduced as anticipated as a
consequence of the acquisitions. Truststream has a higher revenue mix of VAR
sales compared to the legacy SysGroup business and both Truststream and
Orchard operate at lower gross margins. The gross profit achieved in managed
IT services was £10.35m at 59.3% (FY22: £8.51m at 66.2%) with the margin
fall due to acquisition dilution and the gross profit achieved in VAR sales
was £0.75m at 17.8% (FY22: £0.41m at 21.5%) with the lower gross margin %
due to the lower license sale margins in the Truststream business.
Revenue by Operating Segment 2023 2023 2022 2022
£'000 % £'000 %
Managed IT Services 17,441 81% 12,845 87%
Value Added Resale 4,206 19% 1,901 13%
Total 21,648 100% 14,746 100%
Adjusted operating expenses(5) of £7.77m were £1.67m above last year (FY22:
£6.10m) as the overheads of the acquired businesses have increased the cost
base of the Group. The ratio of overheads to revenue is 36% (FY22: 41%) which
demonstrates the economies of scale of a larger sized business.
Notwithstanding the general incidence of supplier cost increases, overhead
costs were managed well throughout the year and we continued to invest into
strategic areas of value such as employee training and development as well as
the ESG programme. During the year we opened a new office in Edinburgh to
provide the Truststream team with a contemporary designed SysGroup branded
office space with available room for expansion.
Adjusted EBITDA was £3.33m for the twelve months to 31 March 2023 (FY22:
£2.82m) which is an Adjusted EBITDA margin of 15.4% (FY22: 19.1%). The lower
margin percentage reflects the change in the revenue and gross margin mix
following the acquisitions of Truststream and Orchard.
The consolidated income statement includes £0.41m of exceptional costs which
relate to professional fees for the acquisitions of Truststream and Orchard,
and costs associated with the post-acquisition integration and restructuring
activities. No further exceptional costs are expected in FY24 in relation to
these acquisitions.
Amortisation of intangible assets was £1.74m (FY22: £1.24m) in the year, of
which £1.56m (FY22: £1.10m) relates to the amortisation of acquired
intangible assets from acquisitions and £0.18m (FY22: £0.14m) relates to the
amortisation of software development and licence costs.
Finance costs increased in the year to £0.48m (FY22: £0.13m), mainly from
the increase in bank loan interest charges following the £4.5m loan drawdown
in April 2022 and the impact of rising bank base rates. Finance costs also
include £0.1m of non-cash finance charges for the unwinding of discount on
contingent consideration and the amortisation of the loan arrangement fee.
The share-based payments charge of £0.18m for the year (FY22: £0.20m)
relates to charges for the share options under the Executive Director LTIP and
Employee Management Incentive schemes.
The reconciliation of operating profit to Adjusted EBITDA is shown in the
table below. The Directors consider that Adjusted EBITDA is the most
appropriate measure to assess the business performance since this reflects the
underlying trading performance of the Group. Adjusted EBITDA is not a
statutory measure and is calculated differently by each company.
Reconciliation of Operating profit to Adjusted EBITDA 2023 2022
£'000 £'000
Operating profit 377 725
Depreciation 625 654
Amortisation of intangible assets 1,739 1,243
EBITDA 2,741 2,622
Exceptional items 408 -
Share based payments 178 195
Adjusted EBITDA 3,328 2,817
The Group has an adjusted profit before tax of £2.22m (FY22: £2.04m) and a
statutory loss before tax of £0.10m (FY22: profit before tax £0.60m). The
statutory loss before tax results from having £0.41m of non-recurring
exceptional costs, a £0.46m increase in amortisation of acquired intangible
assets, and an increase in finance costs. Adjusted basic earnings per share
was 3.9p (FY22: 3.6p) and basic earnings per share was 0.0p (FY22: 0.9p).
The table below shows the reconciliation of profit before taxation to Adjusted
profit before tax.
Adjusted Profit before tax 2023 2022
£'000 £'000
(Loss)/profit before taxation (105) 598
Amortisation of intangible assets 1,739 1,243
Exceptional items 408 -
Share based payments 178 195
Total 2,220 2,036
Taxation
The Group has a tax credit of £0.10m this year (FY22: £0.15m charge) which
principally arises from the deferred tax credit movement in the period. The
corporation tax current charge has increased to £0.37m (FY22: £0.03m) as a
result of the larger size of the group and the lower value of R&D tax
credits claimed this year. The deferred tax movement is a £0.47m credit
(FY22: £0.12m charge) due to the increase in amortisation of acquired
intangibles recognised in the Consolidated Statement of Comprehensive Income.
The Group's tax charge is expected to increase in FY24 due to the increase in
the rate of corporation tax from 19% to 25% on 1 April 2023.
Cashflow & Net Debt
The Group's financial position moved from a net cash position of £2.99m at 31
March 2022 to a net debt position of £1.32m at 31 March 2023, excluding the
£2.68m of contingent consideration. The gross cash balance at 31 March 2023
was £4.19m (FY22: £4.13m) and cash conversion remained strong at 103% (FY22:
88%). We consider net (debt)/cash to be a KPI of the business since the level
of cash availability and financial indebtedness of the Group is relevant for
Board strategic decisions and a key financial measure for the Group's
shareholder base and potential investors.
The structural shift in the Group's net (debt)/cash position has arisen from
the £1.0m acquisition of Orchard, which was financed entirely from the
Group's existing cash balances, and the Truststream acquisition which was
funded by £0.85m of the Group's existing cash resources and £4.5m from funds
drawn from the new £8.0m revolving credit facility. The £2.68m contingent
consideration liability is payable in two tranches based on the EBITDA
performance of Truststream in the first twelve months and second twelve month
period following acquisition.
Net debt 2023 2022
£'000 £'000
Cash balances 4,186 4,133
Bank loans - current - (416)
Bank loans - non-current (4,705) (387)
Net (debt)/cash before lease liabilities (519) 3,330
Lease liabilities - equipment - (8)
Lease liabilities - property (803) (331)
Net (debt)/cash (1,322) 2,991
Contingent consideration (2,681) -
Net (debt)/cash including contingent consideration (4,003) 2,991
Cashflow from operations was £3.02m (FY22: £2.47m) and cash conversion was
strong at 103% (FY22: 88%) which compares to the target cash conversion range
of 80-90%. Working capital continues to be managed well with debtor days below
the target level of 25 days at year end and suppliers routinely paid in our
monthly payment runs to agreed terms. All exceptional costs were paid in cash
during the year.
Cash conversion 2023 2022
£'000 £'000
Cashflow from operations 3,034 2,468
Adjustments:
Acquisition, integration and restructuring cashflows 408 -
Cash generated from operations 3,442 2,468
Adjusted EBITDA 3,328 2,817
Cash conversion 103% 88%
The Consolidated Statement of Cashflows reflects the acquisitions of
Truststream and Orchard including the amounts paid to acquire the companies
and the bank loan drawdown used to part fund them. The company made a
repayment of £0.6m on loans during the year. The cash outflow for property,
plant and equipment of £0.25m (FY22: £0.62m) includes the expenditure on the
Edinburgh office fit-out and the payments to acquire intangible assets
includes the capitalisation of software development costs for a new financial
system that was implemented in April this year.
New £8.0m Revolving Credit Facility
In April 2022, the Company re-financed its existing term loan facility of
£1.75m and its undrawn acquisition revolving credit facility ("RCF") of
£3.25m and replaced both with a new £8.0m RCF provided by Santander to
provide additional financial flexibility for acquisitions and working capital
requirements. The Group drew down £4.5m of RCF funds to finance the
acquisition of Truststream.
The new banking facility has a five year term which expires in April 2027 and
carries an interest rate of base rate +3.25% on drawn funds and 1.3% on
undrawn funds. The bank covenants in the RCF are tested quarterly and
calculated on total net debt to Adjusted EBITDA leverage and minimum
liquidity. All bank covenants were met during the year with a comfortable
level of headroom.
Consolidated Statement of Financial Position
The Group's total net assets of £39.1m at 31 March 2023 represent an increase
of £11.5m compared to the prior year (FY22: £27.6m).
Non-current assets of £29.9m (FY22: £21.4m) have increased by £8.5m
principally as a result of the additions to goodwill and acquired intangible
assets from the Truststream and Orchard acquisitions. Property, Plant &
Equipment of £2.0m has increased by £0.5m compared to the prior year which
is mainly from new and renewed property leases that are recognised as "right
of use" assets.
Working capital was managed well throughout the year. The gross trade debtor
balance of £1.71m compares to £1.15m in the previous year despite the
increase in size of the Group. The prepayment balance of £3.3m (FY22: £0.9m)
and the contract liabilities balance (aka. "deferred income") of £4.0m (FY22;
£1.5m), have both increased significantly. This is due to the working capital
model of the Truststream business where customers are typically invoiced
annually in advance and costs from suppliers are typically received annually
in advance. Accordingly, the respective income and costs are deferred on the
balance sheet and recognised over the period of the contracts.
Share Option Grants
In June 2022, the Remuneration Committee granted 284,010 performance shares to
Adam Binks, Chief Executive Officer, and 170,406 performance shares to Martin
Audcent, Chief Financial Officer, in relation the Group's performance in FY22
and under the terms of the 2020 SysGroup Long Term Incentive Plan. Following
the year end date, the Remuneration Committee granted 362,709 performance
shares to Adam Binks and 204,024 performance shares to Martin Audcent, in
relation the Group's performance in FY23 and under the terms of the same plan.
Martin Audcent
Chief Financial Officer
23 June 2023
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2023
2023 2022
Group Group
Notes £'000 £'000
Revenue 3 21,648 14,746
Cost of sales (10,552) (5,826)
Gross profit 11,096 8,920
Operating expenses before depreciation, amortisation, exceptional items and (7,768) (6,103)
share based payments
Adjusted EBITDA 3,328 2,817
Depreciation (625) (654)
Amortisation of intangibles 9 (1,739) (1,243)
Exceptional items 5 (408) -
Share based payments (178) (195)
Administrative expenses (10,718) (8,195)
Operating profit 378 725
Finance costs 4 (483) (127)
(Loss)/profit before taxation (105) 598
Taxation 8 98 (147)
Total comprehensive (loss)/profit attributable to the equity holders of the (7) 451
company
Basic earnings per share (EPS) 7 0.0p 0.9p
Diluted earnings per share (EPS) 7 0.0p 0.9p
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 MARCH 2023
2023 2022
Group Group
Notes £'000 £'000
Assets
Non-current assets
Goodwill 9 21,666 15,554
Intangible assets 9 6,295 4,318
Property, plant and equipment 1,966 1,478
29,927 21,350
Current assets
Trade and other receivables 10 5,007 2,079
Cash and cash equivalents 4,186 4,133
9,193 6,212
Total Assets 39,120 27,562
Equity and Liabilities
Equity attributable to the equity shareholders of the parent
Called up share capital 494 494
Share premium reserve 9,080 9,080
Treasury reserve (201) (201)
Other reserve 3,205 3,027
Translation reserve - 4
Retained earnings 8,851 8,854
21,429 21,258
Non-current liabilities
Lease liabilities 13 621 195
Contract liabilities 383 296
Contingent consideration 11 1,875 -
Provisions 12 191 -
Deferred taxation 8 1,434 1,011
Bank loan 13 4,705 387
9,209 1,889
Current liabilities
Trade and other payables 11 3,861 2,692
Lease liabilities 13 182 144
Contract liabilities 3,633 1,163
Contingent consideration 11 806 -
Bank loan 13 - 416
8,482 4,415
Total Equity and Liabilities 39,120 27,562
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2023
Attributable to equity holders of the parent
Share capital Share premium account Treasury reserve Other reserve Translation reserve Retained earnings Total
£'000 £'000 £'000 £'000 £'000 £'000 £'000
As at 1 April 2021 494 9,080 (201) 2,832 4 8,403 20,612
Comprehensive income
Profit for the period - - - - - 451 451
Total Comprehensive income - - - - - 451 451
Distributions to owners
Share options charge - - - 195 - - 195
Total Distributions to owners - - - 195 - - 195
At 31 March 2022 494 9,080 (201) 3,027 4 8,854 21,258
As at 1 April 2022 494 9,080 (201) 3,027 4 8,854 21,258
Comprehensive income
Loss for the period - - - - (4) (3) (7)
Total Comprehensive income - - - - (4) (3) (7)
Distributions to owners
Share options charge - - - 178 - - 178
Total Distributions to owners - - - 178 - - 178
At 31 March 2023 494 9,080 (201) 3,205 - 8,851 21,429
CONSOLIDATED STATEMENT OF CASHFLOWS
FOR THE YEAR ENDED 31 MARCH 2023
2023 2022
Group Group
Notes £'000 £'000
Cashflows used in operating activities
(Loss)/profit after tax (7) 451
Adjustments for:
Depreciation and amortisation 2,364 1,897
Finance costs 483 127
Share based payments 178 195
Taxation (credit)/charge (98) 147
Operating cashflows before movement in working capital 2,920 2,817
Increase in trade and other receivables (737) (354)
Increase in trade and other payables 837 5
Cashflow from operations 3,020 2,468
Taxation paid (303) (159)
Net cash from operating activities 2,717 2,309
Cashflows from investing activities
Payments to acquire property, plant & equipment (252) (620)
Payments to acquire intangible assets 9 (163) (271)
Acquisition of subsidiary net of cash acquired 6 (5,389) -
Net cash used in investing activities (5,804) (891)
Cashflows from financing activities
Bank loans drawdown 4,500 -
Payment of bank loan arrangement fee (127) -
Repayment of bank loans (582) (417)
Capital/principal paid on lease liabilities (303) (256)
Interest paid on loan facility (316) (67)
Interest paid on lease liabilities (32) (18)
Net cash from/(used in) financing activities 3,140 (758)
Net increase in cash and cash equivalents 53 660
Cash and cash equivalents at the beginning of the year 4,133 3,473
Cash and cash equivalents at the end of the year 4,186 4,133
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023
1. Accounting policies
SysGroup Plc (the 'Company') is a Company incorporated and domiciled in the
United Kingdom. The Company's registered office is at Walker House, Exchange
Flags, Liverpool, L2 3YL.
Statement of compliance
This consolidated financial information does not comprise statutory accounts
within the meaning of section 434 of the Companies Act 2006. The comparative
figures for the financial year ended 31 March 2022 are an extract of the
Company's statutory accounts for the year ended 31 March 2022, prepared in
accordance with International Financial Reporting Standards (IFRS), approved
by the Board of Directors on 17 June 2022 and delivered to the Registrar of
Companies. The report of the auditor on those accounts was unqualified, did
not contain an emphasis of matter paragraph and did not contain any statement
under section 498 (2) or (3) of the Companies Act 2006.
The statutory accounts for the year ended 31 March 2023 will be delivered to
the Registrar of Companies following the Company's Annual General Meeting. The
Auditors have reported on those accounts; their report was unqualified, did
not contain an emphasis of matter paragraph and did not contain any statement
under section 498 (2) or (3) of the Companies Act 2006.
The Group and Company financial statements have been prepared in accordance
with UK adopted international accounting standards ("endorsed IFRS") and with
those parts of the Companies Act 2006 applicable to companies preparing their
accounts under endorsed IFRS. While the financial information included in this
annual financial results announcement has been prepared in accordance with the
recognition and measurement principles of international accounting standards
in conformity with the requirements of Companies Act 2006, this announcement
does not contain sufficient information to comply with IFRS.
Basis of preparation
The principal accounting policies have been consistently applied to all the
years presented, unless otherwise stated. The consolidated financial
statements have been prepared under the historical cost basis, except for the
revaluation of certain financial liabilities and share based payments which
have been valued in accordance with IFRS9 and IFRS2 respectively.
The preparation of financial statements in compliance with adopted IFRS
requires the use of certain critical accounting estimates. It also requires
Group management to exercise judgement in applying the Group's accounting
policies. The areas where significant judgements and estimates have been made
in preparing the financial statements and their effect are disclosed in note
2. The financial statements are presented in pounds sterling, rounded to the
nearest thousand, unless otherwise stated.
Going concern
The Directors have prepared the financial statements on a going concern basis
which assumes that the Group and the Company will continue to meet liabilities
as they fall due.
The Directors have reviewed the Base business forecast and a Sensitised
version for the period to 30 June 2024 and taken into account the forecasts
that support the business viability for the period to 31 March 2025.
In the Base forecast there is significant headroom in the bank covenants as
the business continues to operate with a high level of cash conversion and a
reducing level of net debt. In the Sensitised forecast, which includes
assumptions for a significant decline in revenue and profits, the Group
maintains positive gross cash balances, reduce net debt and stays within the
bank covenants. The Group has a business model with a high degree of financial
resilience since circa 80% of revenue is derived from contracted managed IT
services which is a continuous and business critical service supply to
customers. This provides a high level of operating cash generation.
At 31 March 2023, the Group had a gross cash balance of £4.19m and a net debt
position of £1.3m, excluding contingent consideration of £2.68m. The Group
has a £0.5m unused overdraft facility and £3.2m of undrawn headroom in its
RCF Loan facility which is available for working capital and acquisitions.
The forecasts, the resultant cashflows, together with the RCF loan facilities,
taking account of reasonably possible changes in trading performance, show
that the Group can continue to operate within the current facilities available
to it.
The Directors therefore have a reasonable expectation that the Group has
adequate resources to continue in operational existence for the foreseeable
future and thus they continue to adopt the going concern basis of accounting
in preparing the financial statements.
Basis of consolidation
Where the Company has control over an investee, it is classified as a
subsidiary. The Company controls an investee if all three of the following
elements are present: power over the investee; exposure to variable returns
from the investee; and the ability of the investor to use its power to affect
those variable returns. Control is re-assessed whenever facts and
circumstances indicate that there may be a change in any of these elements of
control.
The consolidated financial statements present the results of the Company and
its subsidiaries ("the Group") as if they formed a single entity. Intercompany
transactions and balances between Group companies are therefore eliminated in
full.
The consolidated financial statements incorporate the results of business
combinations using the acquisition method. In the statement of financial
position, the acquirer's identifiable assets, liabilities and contingent
liabilities are initially recognised at their fair values at the acquisition
date. The results of acquired operations are included in the consolidated
statement of comprehensive income from the date on which control is obtained.
They are deconsolidated from the date on which control ceases.
Segmental reporting
Operating segments are reported in a manner consistent with the internal
reporting provided to the chief operating decision maker. The chief operating
decision maker has been identified as the Board of Directors.
Alternative profit measures
In reporting its results, the Directors have presented various alternative
profit measures (APMs) of financial performance, position or cashflows, which
are not defined or specified under the requirements of IFRS. On the basis that
these measures are not defined by IFRS, they may not be directly comparable
with other companies. The key APMs that the group uses include recurring
revenue as a percentage of revenue, Adjusted EBITDA, Adjusted PBT, Adjusted
EPS and Net cash.
The Group makes certain adjustments to the statutory profit in order to derive
many of these APMs. These include exceptional items and share based payments.
The group presents as exceptional items on the face of the Statement of
Comprehensive Income those material items of income and expense which the
Directors consider, because of their size or nature and expected
non-recurrence, merit separate presentation to facilitate financial comparison
with prior periods and to assess trends in financial performance. Exceptional
items are included in Administration expenses in the Consolidated Statement of
Comprehensive Income but excluded from Adjusted EBITDA as management believe
they should be considered separately to gain an understanding of the
underlying profitability of the trading businesses on a consistent basis from
year to year.
2. Significant accounting estimates and judgements
The preparation of this financial information requires management to make
estimates and judgements that affect the amounts reported for assets and
liabilities at the period end date and the amounts reported for revenues and
expenses during each period. The nature of the estimation or judgement means
that actual outcomes could differ from the estimates and judgements taken in
the preparation of the financial statements.
Significant accounting estimates
Impairment of goodwill and other intangibles
The Group tests goodwill for impairment annually and in line with the stated
accounting policy. This involves judgement regarding the future development of
the business and the estimation of the level of future profitability and cash
flows to support the carrying value of goodwill.
An impairment review has been performed at the reporting date taking into
account sensitivities around future business performance, covering a range of
outcomes and risks over levels of revenue, cost and cash generation. No
impairment has been identified.
Valuation of intangible assets acquired in business combinations
Determining the fair value of customer relationships acquired in business
combinations requires estimation of the value of the cash flows related to
those relationships and a suitable discount rate in order to calculate the
present value. In FY23, there was a requirement to assess the valuation of
intangible assets acquired for the acquisitions of Truststream Security
Services Limited and Orchard Computers Limited.
Contingent consideration
The Group has a contingent consideration liability which is based on the
future performance of an acquired company. When valuing the contingent
consideration still payable on acquisitions, the Group considers various
factors including the performance of the acquired entity since acquisition
together with an estimate of the expected future trading performance for the
period to the expiry of the earn-out period. Contingent consideration is
recognised at, and carried thereafter at, fair value. All changes in fair
value (other than measurement period adjustments) are reflected in the income
statement.
Significant accounting judgements
Going concern
The Board have approved an Annual Operating Plan for FY24 and a forecast to 31
March 2025, and management have exercised judgement in the preparation of the
financial forecasts particularly on the level of future sales, customer
contract uplifts and cancellations, and working capital assumptions. The Board
have reviewed the Group's financial forecasts and a Sensitised model in order
to assess the Group's business viability and to form a judgement on going
concern. Having reviewed the forecasts the Board were satisfied that the Group
remains a going concern.
Revenue
Management make judgements in determining the appropriate application of
revenue recognition policies to the sale of services and products.
Assessment of CGU's and carrying value of intangible assets
A CGU is the smallest identifiable group of assets that generate cash inflows
that are largely independent of the cash inflows from other assets or groups
of assets and the Board of Directors use their judgement to identify the CGUs
of the Group. When SysGroup acquire a company, the newly acquired business is
usually allocated its own CGU for the first year and until such time as either
the business and assets have been hived up into the main SysGroup trading
company or when the systems, finances & management of the business have
been successfully integrated, whichever is earlier
The Board have reviewed the Group's CGU's following the acquisition of
Truststream Security Services Limited and Orchard Computers Limited in April
2022 and have concluded that Truststream is a separate CGU at 31 March 2023
and Orchard is part of the IT Managed Services CGU.
Useful economic lives of intangible assets
Intangible assets are amortised over their useful economic lives. Useful lives
are based on management's estimates of the period over which the assets will
generate revenue, which are periodically reviewed for continued
appropriateness. Changes to estimates can result in changes in the carrying
values and hence amounts charged to the income statement in particular periods
which could be significant. The Group have capitalised system development
expenditure in the current year and the intangible asset is being amortised
over a five-year useful life which the Directors consider appropriate.
IFR16 - Leases
Management make judgements in their assessment of lease contract agreements to
ensure the appropriate lease accounting recognition under IFRS16 - Leases. The
main elements of judgement are:
· Determining the inherent rate of interest which applies to each
lease or family of leases with similar characteristics;
· Establishing whether or not it is reasonably certain that an
extension option will be exercised; and
· Considering whether or not it is reasonably certain that a
termination option will not be exercised.
3 Segmental analysis
The chief operating decision maker for the Group is the Board of Directors.
The Group reports in two segments:
· Managed IT Services - this segment provides all forms of managed
services to customers and includes professional services.
· Value Added Resale (VAR) - this segment provides all forms of VAR
sales where the business sells products and licences from supplier partners.
The monthly management accounts reported to the Board of Directors are
reviewed at a consolidated level with the operating segments representative of
the business model for growth of recurring contract income in Managed IT
Services and VAR sales as a complementary business activity. The Board review
the results of the operating segments at a revenue and gross profit level
since the Group's management and operational structure supports both
operational segments as Group functions. In this respect, assets and
liabilities are also not reviewed on a segmental basis. All assets are located
in the UK. All segments are continuing operations and there are no
transactions between segments.
2023 2023 2022 2022
Revenue by operating segment £'000 % £'000 %
Managed IT Services 17,441 81% 12,845 87%
Value Added Resale 4,207 19% 1,901 13%
Total 21,648 100% 14,746 100%
No individual customer accounts for more than 7% of the Group's revenue.
The revenue by geographic location for where services are delivered to
customers is shown below.
2023 2023 2022 2022
£'000 % £'000 %
UK 21,608 100% 14,706 100%
Rest of World 40 - 40 -
21,648 100% 14,746 100%
2023 2022
£'000 £'000
Revenue
Managed IT Services 17,441 12,845
Value Added Resale 4,207 1,901
Total 21,648 14,746
Gross Profit
Managed IT Services 10,349 8,511
Value Added Resale 747 409
Total 11,096 8,920
4 Finance expense
2023 2022
£'000 £'000
Interest payable on bank loan 307 80
Unwind of discounting on contingent consideration 105 -
Interest payable on lease liabilities 32 20
Arrangement fee amortisation on bank loan 29 27
Other interest 10 -
483 127
5 Exceptional items
2023 2022
£'000 £'000
Integration and restructuring costs 189 -
Acquisition costs 219 -
Total 408 -
The acquisitions cost of £219,000 relates to professional fees and other
costs incurred in the acquisitions of Truststream and Independent Network
Solutions Limited (trading as Orchard IT). Integration and restructuring costs
of £189,000 in relation to employee exit costs and professional fees.
6 Acquisitions
In April 2022, SysGroup plc acquired 100% of the issued share capital in
Truststream Security Solutions Limited ("Truststream") and Independent Network
Solutions Limited ("INSL", holding company of Orchard Computers Limited).
Truststream Security Solutions Limited
Established in 2011 and based in Edinburgh, Truststream is one of the UK's
fastest growing providers of professional and managed cyber security services.
Truststream covers all aspects of cyber security from analysis and threat
detection, through protection architecture and implementation, to incident
response and ongoing 24/7 support and training. The Acquisition further
enhances SysGroup's service offering and is complementary to the Group's core
expertise and key areas of focus. In addition, the Acquisition enables the
Group to further strengthen its UK presence by opening up Scotland as an
attractive hub for the Group.
SysGroup acquired Truststream on 4 April 2023 for £4.8m initial cash
consideration on a cash-free debt-free basis with an earn-out payable
following the first and second anniversaries of the transaction of up to
£3.075m. A payment of £0.53m was paid in respect of the cash and debt
balances. The earn-out is subject to the achievement of certain maintainable
EBITDA performance targets in the first and second 12 month periods following
the completion of the acquisition.
The Truststream acquisition was mainly funded from a new £8.0m revolving
credit facility ("RCF") which was signed with Santander on 4 April 2023.
SysGroup utilised £4.5m of funds from the RCF to finance the acquisition.
Recognised amounts of net assets acquired and liabilities assumed Book Value FV Adj Fair Value
£'000 £'000 £'000
Cash and cash equivalents 550 - 550
Trade and other receivables 1,783 - 1,783
Property, plant and equipment 1 - 1
Intangible assets - 2,525 2,525
Trade and other payables (1,776) (24) (1,800)
Corporation tax (117) - (117)
Deferred tax - (631) (631)
Identifiable net assets 2,311
Goodwill 5,602
Total net assets 7,913
Satisfied by:
Cash consideration - paid on acquisition 5,337
Contingent consideration 2,754
Discounting of contingent consideration (178)
Total consideration 7,913
Independent Network Solutions Limited
INSL is the holding company of Orchard Computers Limited ("Orchard") which is
a business based in Bristol. Orchard has been in operation for over 30 years
and has built a loyal customer base largely in the South West of England and
across a broad range of sectors, covering both the private and public sectors.
Its managed IT service offering mirrors that of SysGroup, providing high
quality consulting services and building tailor made, vendor agnostic
solutions, designed specifically to meet individual customer needs, followed
by ongoing support.
SysGroup acquired INSL on 26 April 2023 for £1.0m cash consideration on a
cash-free debt-free basis. There is no contingent or deferred consideration
for this acquisition. The cash consideration was funded from the Group's
existing cash balances.
Recognised amounts of net assets acquired and liabilities assumed Book Value FV Adj Fair Value
£'000 £'000 £'000
Cash and cash equivalents 398 - 398
Trade and other receivables 311 (15) 296
Property, plant and equipment 32 (32) -
Intangible assets - 1,028 1,028
Trade and other payables (385) (435) (820)
Bank loan (82) - (82)
Corporation tax (63) (5) (68)
Deferred tax (5) (257) (262)
Identifiable net assets 490
Goodwill 510
Total net assets 1,000
Satisfied by:
Cash consideration - paid on acquisition 1,000
Total consideration 1,000
The Directors have considered the intangible assets acquired with the two
acquisitions and have recognized intangible assets for customer relationships
which have been calculated using a discounted cashflow method, based on the
estimated level of profit to be generated from the customer bases acquired. A
post tax discount rate of 9.40% was used in the valuations and the customer
relationships are being amortised over an estimated useful life of 7 years for
Truststream and 10 years for Orchard. The goodwill arising on both
acquisitions are attributable to the technical skills of the workforce and
cross-selling opportunities achievable from combining the acquired customer
bases and trade with the existing Group.
The goodwill and intangible assets of Truststream have been allocated to a new
CGU named "Truststream" and the goodwill and intangible assets of Orchard have
been allocated to the CGU "IT Managed Services." The Company incurred
£218,000 of professional fees and other acquisition costs in relation to the
two acquisitions. These costs are included as Exceptional costs in the Group's
consolidated statement of comprehensive income.
Truststream contributed £4.9m to Group revenue and £0.3m profit before tax
for the twelve month period to 31 March 2023. Orchard was acquired on 26 April
2022 under a lock box mechanism which fixed the financial returns to the Group
from 1 April 2022. Orchard contributed £1.8m to Group revenue and £0.1m
profit before tax for the twelve month period to 31 March 2023 .
7 Earnings per share
2023 2022
(Loss)/profit for the financial year attributable to shareholders (£7,000) £451,000
Adjusted profit for the financial year £1,917,000 £1,748,000
Weighted number of issued equity shares 48,859,690 48,859,690
Weighted number of equity shares for diluted EPS calculation 52,274,633 51,983,666
Adjusted basic earnings per share (pence) 3.9p 3.6p
Basic earnings per share (pence) 0.0p 0.9p
Diluted earnings per share (pence) 0.0p 0.9p
2023 2022
£'000 £'000
(Loss)/profit after tax used for basic earnings per share (7) 451
Amortisation of intangible assets 1,739 1,243
Exceptional items 408 -
Share based payments 178 195
Tax adjustments (401) (141)
Adjusted profit used for Adjusted Earnings per Share 1,917 1,748
8 Taxation
2023 2022
Current tax £'000 £'000
Current tax - current year 374 120
Adjustments in respect of prior years - (94)
Total current tax charge 374 26
Deferred tax
Deferred tax - timing differences (472) 121
Total deferred tax (472) 121
Total tax (credit)/charge (98) 147
The effective tax rate for the year to 31 March 2023 is higher (2022:higher)
than the standard rate of corporation tax in the UK. The differences are
explained below:
2023 2022
£'000 £'000
(Loss)/profit on ordinary activities before tax (105) 598
(Loss)/profit on ordinary activities before taxation multiplied by the (19) 114
standard rate of UK corporation tax of 19% (2022:19%)
Effects of:
Expenses not deductible 92 34
Prior year adjustment - (94)
Short term timing differences 98 -
R&D tax credits (29) -
Re-measurement of deferred tax due to changes in UK rate (66) 142
Deferred tax on share based payments 32 6
Deferred tax on acquired intangibles (206) -
Use of brought forward losses - (55)
Total tax credit/(charge) (98) 147
Factors affecting future tax charges:
Deferred tax balances are recognised at 25% (2022: 19%) following UK
government legislation to increase the rate of corporation tax from 19% to 25%
on 1 April 2023.
9 Intangible assets
Group Systems Development Software licences Customer relationships Positive goodwill Total
Cost £'000 £'000 £'000 £'000 £'000
At 1 April 2021 802 205 9,156 15,554 25,717
Additions 271 - - - 271
At 31 March 2022 1,073 205 9,156 15,554 25,988
At 1 April 2022 1,073 205 9,156 15,554 25,988
Additions 163 - 3,553 6,112 9,828
Disposals (225) (205) - - (430)
At 31 March 2023 1,011 - 12,709 21,666 35,386
Accumulated amortisation
At 1 April 2021 264 201 4,408 - 4,873
Charge for the year 140 4 1,099 - 1,243
At 31 March 2022 404 205 5,507 - 6,116
At 1 April 2022 404 205 5,507 - 6,116
Charge for the year 177 - 1,562 - 1,739
Disposals (225) (205) - - (430)
At 31 March 2023 356 - 7,069 - 7,425
Net book value
At 31 March 2022 669 - 3,649 15,554 19,872
At 31 March 2023 655 - 5,640 21,666 27,961
10 Trade and other receivables
Group Group
2023 2022
Amounts due within one year £'000 £'000
Trade debtors 1,706 1,154
Prepayments 3,301 925
Total 5,007 2,079
11 Trade and other payables
Group Group
2023 2022
Amounts due within one year £'000 £'000
Trade payables 1,813 1,116
Amounts due to subsidiaries - -
Accruals 988 889
Total financial liabilities, excluding loans and borrowings measured at 2,801 2,005
amortised cost
Corporation tax 438 188
Other taxes and social security costs 622 499
Total 3,861 2,692
Amounts due to subsidiaries are due on demand and incur no interest charge.
Group Group
Contingent consideration 2023 2022
Amounts due within one year £'000 £'000
Contingent consideration 806 -
Amounts due after one year
Contingent consideration 1,949 -
Discounted value (74) -
Discounted contingent consideration 1,875 -
The contingent consideration is stated at its discounted fair value. The
consideration is expected to be paid in two tranches in H1 FY24 and H1 FY25,
following the completion of the Year 1 and Year 2 earn-out periods and subject
to the terms of the earn-out mechanism.
12 Provisions
Group Group
2023 2022
£'000 £'000
Dilapidations provision 191 -
Total 191 -
The provision is for the estimated aggregate cost of returning the Group's
offices to their original condition on
the expiry and exit of the property leases. Currently the leases extend to
between 2026 and 2028.
13 Loans and borrowings
Group Group
2023 2022
Non- current £'000 £'000
Lease liabilities 621 195
Bank loan 4,705 387
Total 5,326 582
Group Group
2023 2022
Current £'000 £'000
Lease liabilities 182 144
Bank loan - 416
Total 182 560
In April 2022, SysGroup plc re-financed its existing term loan facility of
£1.75m and its undrawn acquisition revolving credit facility of £3.25m and
replaced both with a new £8.0m revolving credit facility with Santander to
provide additional financial flexibility for the Group. The new banking
facility has a term of five years, an interest rate of Base Rate +3.25% margin
on drawn funds and covenants that will be tested quarterly relating to total
net debt to Adjusted EBITDA leverage and minimum liquidity. The Group drew
down £4.5m of RCF funds for the Truststream acquisition in April 2022.
Certain statements included or incorporated by reference within this
announcement may constitute "forward-looking statements" in respect of the
Group's operations, performance, prospects and/or financial condition.
Forward-looking statements are sometimes, but not always, identified by their
use of a date in the future or such words and words of similar meaning as
"anticipates", "aims", "due", "could", "may", "will", "should", "expects",
"believes", "intends", "plans", "potential", "targets", "goal" or "estimates".
By their nature, forward looking statements involve a number of risks,
uncertainties and assumptions and actual results or events may differ
materially from those expressed or implied by those statements. Accordingly,
no assurance can be given that any particular expectation will be met and
reliance should not be placed on any forward-looking statement. Additionally,
forward-looking statements regarding past trends or activities should not be
taken as a representation that such trends or activities will continue in the
future. No responsibility or obligation is accepted to update or revise any
forward-looking statement resulting from new information, future events or
otherwise. Nothing in this announcement should be construed as a profit
forecast. This announcement does not constitute or form part of any offer or
invitation to sell, or any solicitation of any offer to purchase any shares or
other securities in the Company, nor shall it or any part of it or the fact of
its distribution form the basis of, or be relied on in connection with, any
contract or commitment or investment decisions relating thereto, nor does it
constitute a recommendation regarding the shares or other securities of the
Company. Past performance cannot be relied upon as a guide to future
performance and persons needing advice should consult an independent financial
adviser. Statements in this announcement reflect the knowledge and information
available at the time of its preparation. Liability arising from anything in
this announcement shall be governed by English law. Nothing in this
announcement shall exclude any liability under applicable laws that cannot be
excluded in accordance with such laws.
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