REG - Tavistock Investment - Results For The Year Ended 31 March 2017 <Origin Href="QuoteRef">TAVI.L</Origin> - Part 2
01/08/2017 07:06
- Part 2: For the preceding part double click ID:nRSA6432Ma
in working capital 188 (816)
Decrease/(increase) in trade and other receivables 2,068 739
Decrease in trade and other payables (2,589) (1,316)
Corporation tax paid (160) (87)
----------------- -----------------
Cash used in operations (493) (1,480)
Investing activities
Finance income 1 8
Development of intangible assets (199) (275)
Purchase of property, plant and equipment (180) (230)
Proceeds on disposals 50 489
Cash on acquisition 2,009 256
Acquisition of subsidiaries (4,839) (220)
----------------- -----------------
Net cash (absorbed)/generated from investing activities (3,158) 28
Financing activities
Finance costs (205) (31)
New loan 2,000 -
Issue of new share capital (net of costs) 3,029 129
----------------- -----------------
Net cash from financing activities 4,824 98
----------------- -----------------
Net increase/(decrease) in cash and cash equivalents 1,173 (1,354)
Cash and cash equivalents at beginning of the period 3,385 4,739
------------------ ------------------
Cash and cash equivalents at end of the period 4,558 3,385
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The notes below form part of the group financial statements.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2017
1. ACCOUNTING POLICIES
Principal accounting policies
The Company is a public company incorporated and domiciled in the United
Kingdom. The principal accounting policies applied in the preparation of these
consolidated financial statements are set out below. These policies have been
consistently applied to all the periods presented, unless otherwise stated.
Basis of preparation
The financial statements have been prepared in accordance with International
Financial Reporting Standards, International Accounting Standards and
Interpretations (collectively IFRS) issued by the International Accounting
Standards Board (IASB) as adopted by the European Union ("adopted IFRSs") and
those parts of the Companies Act 2006 which apply to companies preparing their
financial statements under IFRSs.
Changes in accounting policies
Standards issued but not yet effective at the date of issuance of the Group's
financial statements are listed below:
IFRS 15 Revenue from Contracts with Customers (effective from 1 April 2018)
The implementation of this standard is not expected to have any material
effect on the Group's financial statements.
Basis of Consolidation
The Group comprises a holding company and a number of individual subsidiaries
and all of these have been included in the consolidated financial statements
in accordance with the principles of acquisition accounting as laid out by
IFRS 3 Business Combinations.
Revenue recognition
Revenue is recognised to the extent that it is probable that the economic
benefits will flow to the Group and the revenue can be reliably measured. All
such revenue is reported net of discounts and Value Added Tax. Revenue
represents either gross Independent Financial Adviser ("IFA") income or
investment management fees receivable in respect of the period. This revenue
is recognised as and when it is earned and is calculated on a monthly basis.
Intangible assets
Intangible assets include goodwill arising on the acquisition of subsidiaries
and represents the difference between the fair value of the consideration
payable and the fair value of the net assets that have been acquired. The
residual element of Goodwill is not being amortised but is subject to an
annual impairment review.
Also included within intangible assets are various assets separately
identified in business combinations (such as FCA permissions, established
systems and processes, adviser and client relationships and brand value) to
which the Directors have ascribed a commercial value and a useful economic
life. The ascribed value of these intangible assets is being amortised on a
straight-line basis over their estimated useful economic life, which is
considered to be between 5 and 10 years.
Internally generated intangible assets
Internally generated assets are capitalised when the technical feasibility of
completing the asset so that it will be available for use is confirmed, there
is a demonstrable ability to use the asset and probable future economic
benefits will flow from it. Internally generated intangible assets are
measured at cost and amortised over a useful life of 5 years.
Financial assets
Loans and receivables: These assets are deemed to be non-derivative financial
assets with fixed or determinable payments that are not quoted in an active
market. They arise principally through the provision of goods and services to
customers (trade receivables), but also incorporate other types of contractual
monetary asset. They are carried at amortised cost using the effective
interest rate method.
Cash and cash equivalents: These include cash in hand and deposits held at
call with UK banks.
Financial liabilities
Other financial liabilities include trade payables and other short-term
monetary liabilities, which are initially recognised at fair value and
subsequently carried at amortised cost using the effective interest method.
Share based payments
Where share options are awarded to employees, the fair value of the options at
the date of grant is charged to the statement of comprehensive income on a
straight-line basis over the vesting period. Non-market vesting conditions are
taken into account by adjusting the number of options expected to vest at each
statement of financial position date so that, ultimately, the cumulative
amount recognised over the vesting period is based on the number of options
that eventually vest. Market vesting conditions are factored into the fair
value of the options granted. The cumulative expense is not adjusted for
failure to achieve a market vesting condition.
Fair value is calculated using the Black-Scholes model, details of which are
given in Note 16.
Property, plant and equipment
Property, plant and equipment are stated at cost net of accumulated
depreciation and provision for impairment. Depreciation is provided on all
property plant and equipment, at rates calculated to write off the cost less
estimated residual value, of each asset on a straight-line basis over its
expected useful life. The residual value is the estimated amount that would
currently be obtained from disposal of the asset if the asset were already of
the age and in the condition expected at the end of its useful economic life.
The method of depreciation for each class of depreciable asset is:
Computer equipment - 3 - 4 years
straight line
Office fixtures, fittings & equipment - 4 - 7 years
straight line
Impairment of Assets
Impairment tests on goodwill are undertaken annually at the balance sheet
date. The recoverable value of goodwill is estimated on the basis of value in
use, defined as the present value of the cash generating units with which the
goodwill is associated. When value in use is less than the book value, an
impairment is recorded and is irreversible.
Other non-financial assets are subject to impairment tests whenever
circumstances indicate that their carrying amount may not be recoverable.
Where the carrying value of an asset exceeds its estimated recoverable value
(i.e. the higher of value in use and fair value less costs to sell), the asset
is written down accordingly. Where it is not possible to estimate the
recoverable value of an individual asset, the impairment test is carried out
on the asset's cash-generating unit. The carrying value of property, plant and
equipment is assessed in order to determine if there is an indication of
impairment. Any impairment is charged to the statement of comprehensive
income. Impairment charges are included under administrative expenses within
the consolidated statement of comprehensive income.
Taxation and deferred taxation
Corporation tax payable is provided on taxable profits at prevailing rates.
Deferred tax assets and liabilities are recognised where the carrying amount
of an asset or liability in the balance sheet differs from its tax base,
except for differences arising on:
· the initial recognition of goodwill; and
· the initial recognition of an asset or liability in a transaction which
is not a business combination and at the time of the transaction affects
neither accounting nor taxable profit.
Recognition of deferred tax assets is restricted to those instances where it
is probable that future taxable profit will be available against which the
asset can be utilised. The amount of the asset or liability is determined
using tax rates that have been enacted or substantively enacted by the balance
sheet date and are expected to apply when the deferred tax
liabilities/(assets) are settled/(recovered).
Deferred tax assets and liabilities are offset when the Group has a legally
enforceable right to offset current tax assets and liabilities and the
deferred tax assets and liabilities relate to taxes levied by the same tax
authority on either:
· the same taxable Group company; or
· different Group entities which intend either to settle current tax
assets and liabilities on a net basis, or to realise the assets and settle the
liabilities simultaneously, in each future period in which significant amounts
of deferred tax assets or liabilities are expected to be settled or
recovered.
2. CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS
The preparation of these financial statements has required management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements and reported amounts of
revenues and expenses during the reporting period. These judgments and
estimates are based on management's best knowledge of the relevant facts and
circumstances, having regard to prior experience, but actual results may
differ from the amounts included in the financial statements. Information
about such judgments and estimations is contained below, as well as in the
accounting policies and accompanying notes to the financial statements.
Impairment of goodwill and intangible assets
The Group is required to test, on an annual basis, whether goodwill has
suffered any impairment. Other intangible assets are tested whenever
circumstances indicate that their carrying value may not be recoverable. The
recoverable amount is determined based on value in use calculations. The Group
has not impaired any goodwill or intangible assets during the year (2016:
£Nil).
3. SEGMENTAL INFORMATION
A segmental analysis of revenue and expenditure for the period is:
Investment Management AdvisorySupport 2017 2016
£'000 £'000 £'000 £'000
REVENUE
Fees and Commissions 1,660 34,739 36,399 29,505
Other - - - 345
------------ --------------- ------------- -------------
TOTAL REVENUE 1,660 34,739 36,399 29,850
------------ --------------- ------------- -------------
Cost of Sales (278) (28,357) (28,635) (24,175)
Administrative Expenses (909) (4,952) (5,861) (4,885)
Group costs (2,803) (3,559)
------------- -------------
Loss from operations (900) (2,769)
====== ======
The segmental analysis above reflects the parameters applied by the Board when
considering the Group's monthly management accounts. The Directors do not
consider a division of the balance sheet to be appropriate or useful for the
purposes of understanding the financial performance and position of the
Group.
During the period under review the Group operated, and earned revenue
exclusively within the UK.
4. LOSS FROM OPERATIONS
2017 2016
£'000 £'000
This is arrived at after charging:
Staff costs (see note 5) 4,164 3,155
Depreciation 93 48
Amortisation of intangible fixed assets 689 688
Loss on adjustments to deferred consideration - 1,297
Operating lease expense - property 254 199
Auditors' remuneration in respect of the Company 8 8
Audit of the Group and subsidiary undertakings 62 60
Auditors' remuneration - non-audit services -interim 2 4
Auditors' remuneration - non-audit services -taxation 13 10
------------ -----------
85 82
======= ======
5. STAFF COSTS
2017 2016
£'000 £'000
Staff costs for all employees, including directors and development
staff consist of:
Wages, fees and salaries 3,358 2,361
Social security costs 356 242
Pensions 144 24
----------- -----------
3,858 2,627
Share based payment charge 306 528
----------- -----------
4,164 3,155
===== =====
2017 2016
The average number of employees of the group during the year Number Number
was as follows:
Directors and key management 7 6
Operations and administration 89 60
----------- -----------
96 66
====== ======
The remuneration of the highest paid director was £192,391 (2016: £151,325).
The total remuneration of key management personnel was £933,259 (2016:
£828,766).
Directors' Detailed Emoluments
Details of individual Directors' emoluments for the year are as follows:
Salary & fees Benefits in kind & allowances Pension contributions Total2017 Total2016
£ £ £ £ £
O Cooke 146,667 18,457 14,664 179,788 148,942
B Raven 156,667 20,060 15,664 192,391 151,325
P Young* 25,000 - - 25,000 25,000
R Rennison* 25,000 - - 25,000 25,000
---------------- ---------------- -------------- ---------------- ----------------
353,334 38,517 30,328 422,179 350,267
======== ======= ======= ======= =======
*Denotes non-executive Director
All pension contributions represent payments into defined contribution
schemes.
6. TAXATION ON LOSS FROM ORDINARY ACTIVITIES
2017 2016
£'000 £'000
Current tax credit (19) (6)
Deferred tax credit (509) (369)
------------ ------------
Tax credit for the year (528) (375)
====== ======
The tax assessed for the period differs from the standard rate of corporation
tax in the UK applied to loss before tax.
2017 2016
£'000 £'000
Loss on ordinary activities before tax (1,104) (2,792)
====== ======
Loss on ordinary activities at the standard rate of corporation tax in
the UK of 20% (2016: 20%) (221) (558)
Effects of:
Unutilised losses 100 -
Expenses not deductible for tax purposes 107 289
Other timing differences (456) (88)
Differences between capital allowances and depreciation 10 23
Capital gains - 54
Non-taxable income (27) (24)
Adjust closing deferred tax to average rate of tax (41) (85)
Deferred tax not recognised - 14
--------------- ---------------
Tax credit for the year (528) (375)
====== ======
The tax assessed for the period differs from the standard rate of corporation
tax in the UK applied to loss before tax.
7. LOSS PER SHARE
2017 2016
£'000 £'000
Loss per share has been calculated using the following:
Loss (£'000) (576) (3,183)
Weighted average number of shares ('000s) 418,662 289,631
-------------- --------------
Basic loss per ordinary share (0.13)p (1.10)p
======= =======
Loss per ordinary share has been calculated using the weighted average number
of shares in issue during the relevant financial periods.IAS 33 requires
presentation of diluted EPS when a company could be called upon to issue
shares that would decrease earnings per share, or increase the loss per share.
For a loss-making company with outstanding share options, net loss per share
would be decreased by the exercise of options. Therefore, as per IAS33 the
antidilutive potential ordinary shares are disregarded in the calculation of
diluted EPS.
8. TANGIBLE FIXED ASSETS
Motor Computer Office fixtures fittings and
Vehicles equipment equipment Total
£'000 £'000 £'000 £'000
Cost
Balance at 1 April 2016 - 219 379 598
Additions - 80 100 180
Acquisitions 28 - 105 133
--------- --------- -------------- ---------------
Balance at 31 March 2017 28 299 584 911
--------- --------- -------------- ---------------
Accumulated depreciation
Balance at 1 April 2016 - 178 163 341
Depreciation charge 4 29 60 93
Acquisitions 11 - 85 96
--------- --------- -------------- ---------------
Balance at 31 March 2017 15 207 308 530
--------- --------- -------------- ---------------
Net Book Value
At 31 March 2017 13 92 276 381
===== ===== ===== =====
At 31 March 2016 - 41 216 257
===== ===== ===== ======
9. INTANGIBLE ASSETS Customer Regulatory Goodwill Other
& Adviser Approvals Arising on Intangible
Relationships & Systems Consolidation Assets Total
£'000 £'000 £'000 £'000 £'000
Cost
Balance at 1 April 2016 4,010 1,350 7,848 275 13,483
Additions - - - 199 199
Acquisitions 1,455 465 6,903 - 8,823
Disposals (50) - - - (50)
------------- ------------- ------------- ------------ ---------------
Balance at 31 March 2017 5,415 1,815 14,751 474 22,455
------------- ------------- ------------ ------------ ---------------
Accumulated amortisation
Balance at 1 April 2016 879 430 205 - 1,514
Impairment charges - - - - -
Acquisitions 298 - - - 298
Amortisation 553 136 - - 689
------------ ----------- ----------- ------------ ---------------
Balance at 31 March 2017 1,730 566 205 - 2,501
----------- ------------ ------------ ------------ ---------------
Net Book Value
At 31 March 2017 3,685 1,249 14,546 474 19,954
====== ====== ====== ====== =======
At 31 March 2016 3,131 920 7,643 275 11,969
====== ====== ====== ====== =======
Customer and Adviser Relationships relate to identifiable relationships
between acquired companies, their adviser network and the associated client
bases.
Regulatory Approvals and Systems relate to the estimated costs incurred by
acquired companies in obtaining authorisations to carry on their relevant
business and in putting in place the appropriate staffing and information
structures.
Amortisation is charged over a period between 5 and 10 years.
GOODWILL AND IMPAIRMENT
The carrying value of goodwill in respect of each cash generating unit is
as follows:
31 March 2017 31 March 2016
£'000 £'000
Financial Advisory business 12,631 5,728
Investment Management business 1,915 1,915
------------- -------------
14,546 7,643
====== =======
In assessing the carrying value of goodwill the Directors have given
consideration to the anticipated performance of each of these cash
generating units as part of a value in use calculation. This
consideration included reference to a generally accepted future medium
term (three year) growth rate of 10%, followed by a long-term rate of 3%.
It is also assumed a discount rate of 15%. It is considered that any
reasonably possible changes in the key assumptions would not result in an
impairment of the present carrying value of the goodwill.
ACQUISITIONS DURING THE PERIOD
Abacus Associates Financial Services Limited
In April 2016, the Group acquired 100% of the issued share capital of Abacus
Associates Financial Services Limited, an independent financial advisory
company, for a fixed initial consideration of £5.165m, of which £2.535m was
settled at completion in cash, £0.13m through the adoption of a debt
obligation, £1.5m through the issue to the vendor of 20m new ordinary shares
of 1p each at an issue price of 7.5p per share and a further £1 million to be
settled in cash on the first anniversary. In addition, the vendor is also
entitled to potentially receive a performance-related deferred consideration,
payable in cash in July 2018 subject also to certain other conditions relating
to quality of service and customer satisfaction. The fair value of this
consideration has been estimated to be £1.4m.
Book Fair value Fair value
value adjustments to Group
£'000 £'000 £'000
Cost
Tangible fixed assets 36 - 36
Intangible fixed assets 342 815 1,157
Debtors 391 - 391
Cash at bank and in hand 1,341 - 1,341
Creditors due within one year (366) - (366)
Deferred tax - (139) (139)
--------- -------------- ---------
Net assets on acquisition 1,744 676 2,420
--------- -------------- ---------
Included in the Consolidated Statement of Comprehensive Income is gross
revenue of £5,873,000 and profit of £557,000 arising from Abacus Associates
Financial Services Limited. The primary reason for the acquisition was to
increase the scale of the advisory business.
Price Bailey Financial Services Limited
In November 2016, the Group acquired 100% of the issued share capital of Price
Bailey Financial Services Limited, an independent financial advisory company,
for an initial consideration of £2.95m, of which £2.0m was settled at
completion in cash and £0.95m through the issue to the vendor of 21,263,462
new Ordinary Shares of 1p each at an issue price of 4.4678p per share.In
addition, a second fixed payment in cash is due upon the first anniversary of
completion of £150,000 together with a variable payment of up to £500,000 in
cash which will be reduced in the event of upheld complaints during the
intervening period and so the total fair value of the consideration payable at
the acquisition date was assessed as £3.6m. A final deferred payment will be
made upon the third anniversary of completion of the acquisition if the
highest average closing price per Ordinary Share over any five-consecutive
business day period in the three months prior to the third anniversary date is
below 7.5 pence per share. In such an event the payment may be made either in
cash or through the issue of additional Ordinary Shares. The adjustment
payment is only applicable to 16 million of the consideration shares and
accordingly the maximum adjustment will be £440,000.
Book Fair value Fair value
value adjustments to group
£'000 £'000 £'000
Cost
Intangible assets - 465 465
Debtors 202 - 203
Cash at bank and in hand 667 - 666
Deferred tax - (79) (79)
Creditors due within one year (412) - (412)
--------- -------------- -----------
Net assets on acquisition 457 386 843
--------- -------------- ------------
Included in the Consolidated Statement of Comprehensive Income is gross
revenue of £731,000 and profit of £103,000 arising from Price Bailey Financial
Services Limited. The primary reason for the acquisition was to increase the
scale and capability of the advisory business.
10. TRADE AND OTHER RECEIVABLES 31 March 2017 31 March 2016
£'000 £'000
Trade receivables 748 498
Prepayments and accrued income 942 589
Amounts recoverable in respect of claims and complaints - 1,418
Other receivables 459 1,200
------------- -------------
2,149 3,705
====== ======
11. LIABILITIES 31 March 2017 31 March 2016
£'000 £'000
Current liabilities
Trade payables 1,095 495
VAT and social security liabilities 250 106
Accruals 803 938
Deferred consideration on acquisitions 2,002 4,476
Other payables 870 1,810
Corporation tax payable 49 1
Loans 250 -
--------------- ---------------
5,319 7,826
====== ======
Non-current liabilities
Loans 2,000 250
Deferred consideration 1,100 -
------------- --------------
3,100 250
====== ======
Novia Financial plc and Cocoon Investment Holdings Ltd have provided the
Company with a three year, unsecured, convertible loan facility of up to an
aggregate of £750,000, for business development and working capital purposes
of which £250,000 had been drawn down at the balance sheet date. Interest on
amounts drawn down under the facility accrue at the rate of 1 per cent per
annum over the base rate and are payable quarterly. Any funds drawn down
under the Loan Facility fall due for repayment at the end of the term, being
27 August 2017. The principal sum outstanding under the Loan Facility may be
converted, at a share price of 7.5 pence per share, into new ordinary shares
in the capital of the Company at any time prior to the end of the term at the
discretion of the Lenders.
The Company entered into a three-year, £2 million debt facility with Assetz
SME Capital Ltd which is secured by a charge in favour of Assetz SME Capital
Ltd over the Group's shares in Abacus Associates Financial Services Limited.
Interest on the facility, at the rate of 9% per annum, is paid monthly and
repayment of the principal sum is due in April 2019. The facility can be
extended at the Company's discretion for a further period of up to two years.
12. PROVISIONS
Total
£'000
Balance at 1 April 2016 1,640
Payments to settle claims (953)
Provisions utilised/released (641)
-------------
Balance at 31 March 2017 46
=======
The amounts paid predominantly relate to claims arising from the conduct of
thematic past business reviews and from specific complaints received from
clients of Financial Limited's network members, a company that has now been
liquidated.
13. DEFERRED TAX
Total
£'000
Balance at 1 April 2016 702
Deferred tax credit in the year (509)
Arising on acquisitions 203
-------------
Balance at 31 March 2017 (396)
=======
The deferred tax provision comprises: 31 March 2017 31 March 2016
£'000 £'000
Accelerated capital allowances (17) -
Unutilised tax losses (419) -
Deferred tax on intangibles 832 702
------------- -------------
396 702
====== ======
14. FINANCIAL RISK MANAGEMENT
The Group is exposed to risks that arise from its use of financial
instruments. These financial instruments are within the current assets and
current liabilities shown on the face of the statement of financial position
and comprise the following:
Credit risk
The Group is exposed to credit risk primarily on its trade receivables, which
are spread over a range of Investment platforms and advisers. Receivables are
broken down as follows:
31 March 2017 31 March 2016
£'000 £'000
Loans and receivables
Trade receivables 748 498
Cash and cash equivalents 4,558 3,385
The table below illustrates the due date of trade receivables:
31 March 2017 31 March 2016
£'000 £'000
Current 697 407
31 - 60 days - -
61 - 90 days - -
91 - 120 days - 3
121 and over 51 88
------------- -----------
748 498
====== ======
Liquidity risk
Liquidity risk arises from the Group's management of working capital and the
finance charges and repayments of its liabilities.
The Group's policy is to ensure that it will have sufficient cash to allow it
to meet its liabilities when they become due and so cash holdings may be high
during certain periods throughout the period.
Other than the loans referred to in Note 11, the Group currently has no bank
borrowing or overdraft facilities.
The Group's policy in respect of cash and cash equivalents is to limit its
exposure by reducing cash holding in the operating units and investing amounts
that are not immediately required in funds that have low risk and are placed
with a reputable bank.
Cash at bank and cash equivalents
31 March 2017 31 March 2016
£'000 £'000
At the year end the Group had the following cash balances: 4,558 3,385
====== ======
Cash at bank comprises Sterling cash deposits held within a number of banks.
At 31 March 2017, £252,000 (2016: £1,470,000) of cash is held on deposit in
special interest bearing accounts to maximise returns.
All monetary assets and liabilities within the group are denominated in the
functional currency of the operating unit in which they are held. All amounts
stated at carrying value equate to fair value.
Financial liabilities at amortised cost
Trade payables 1,095 495
Accruals 803 938
====== ======
The table below illustrates the ageing of trade payables:
31 March 2017 31 March 2016
£'000 £'000
Current 1092 487
31 - 60 days 3 -
61 - 90 days - -
91 - 120 days - -
121 and over - 8
---------------- ---------------
1,095 495
======== ========
Capital Disclosures and Risk Management
The Group's management define capital as the Group's equity share capital and
reserves.
The Group's objective when maintaining capital is to safeguard the it's
ability to continue as a going concern, so that in due course it can provide
returns for shareholders and benefits for other stakeholders.
The Group manages its capital structure and makes adjustments to it in the
light of changes in the business and in economic conditions. In order to
maintain or adjust the capital structure, the Group may from time to time
issue new shares, based on working capital and product development
requirements and current and future expectations of the Company's share
price.
Share capital is used to raise cash and as direct payments to third parties
for assets or services acquired.
Market risk
Interest rate risk
Interest rate risk is the risk that the value of financial instruments will
fluctuate due to changes in market interest rates. The Group considers the
interest rates available when deciding where to place cash balances. The Group
has no material exposure to interest rate risk.
15. SHARE CAPITAL 31 March 2017 31 March 2016
£'000 £'000
Called up share capital
Allotted, called up and fully paid
533,614,920 Ordinary shares of 1 pence each
(2016: 291,348,638 shares of 1 pence each) 5,336 2,913
10,000,000 "A" Ordinary shares of 0.01 pence each - 1
Nil (2016: 100,000 "G" Ordinary shares of 1 pence each) - -
30,450,078 Deferred shares of 9p each 2,742 2,741
465,344,739 Deferred "A" shares of 0.99 pence each 4,607 4,607
------------ ------------
12,685 10,262
====== ======
During the period, the Company issued options within its EMI (Enterprise
Management Incentive) Share Option Scheme to employees over a total of
7,720,000 ordinary shares of 1p each with an exercise price of 5.25p per
share. These options are capable of exercise between February 2017 and March
2022.
On 1 April 2016, 20,000,000 new Ordinary shares of 1p were issued at an issue
price of 7.5p per share and a further 24,615,385 new ordinary shares of 1p
were issued at an issue price of 3.25p in connection with acquisition of
Abacus Associates Financial Services Limited.
On 14 April 2016, 84,746 new ordinary shares of 1p were issued at an issue
price of 5.9p per share in satisfaction of an historical obligation.
On 28 April 2016, 10,057,938 new Ordinary shares of 1p were issued at an issue
price of 4.315p in connection with the acquisition of Standard Financial Group
Limited.
On 13 June 2016, 10,000,000 A shares of 0.01 p each were converted into
100,000 Ordinary shares of 1p each.
On 22 June 2016, 49,523,975 new Ordinary shares of 1p were issued at a price
of 7.5p per share in satisfaction of the deferred consideration for
Blacksquare Limited.
On 4 July 2016, 155,631 new Ordinary shares of 1p were issued at a price of
6.4p per share in satisfaction of historical obligations.
On 30 November 2016, 70,000,000 new ordinary shares of 1p were issued at a
price of 3.0p per share and a further 21,263,462 new ordinary shares of 1p
were issued at a price of 4.5p per share in connection with the acquisition of
Price Bailey Financial Services Limited.
On 19 January 2017, 166,666 new ordinary shares of 1p were issued at an issue
price of 3.0p per share and 444,444 new ordinary shares of 1p were issued at a
price of 7.5p per share in satisfaction of historical obligations.
On 23 February 2017, with the consent of the Company's shareholders, the
100,000 G Ordinary shares were converted into 45,854,034 ordinary shares of
1p. The conversion took the form of a bonus issue of shares which was funded
out of the Company's share premium account.
The following describes the nature and purpose of each of the Company's
reserves:
Reserve Description and purpose
Share capital Amount subscribed for share capital
at nominal value.
Share premium Amount subscribed for share capital in
excess of nominal value.
Retained deficit Cumulative net gains and losses
recognised in the consolidated statement of comprehensive income.
16. SHARE BASED PAYMENTS
During the period the Company issued options over 7,720,000 Ordinary shares under the terms of its EMI Share Option Scheme. These options have been valued using the Black- Scholes pricing model. The weighted average of the assumptions used in the model are:
Share price at grant 3.32p
Exercise price 5.25p
Expected volatility 112%
Expected life 7.08 years
Risk free rate 1.2%
Expected volatility has been determined by reference to the fluctuations in the Company's share price between the formation of its current group structure and the grant date of the share options.
- More to follow, for following part double click ID:nRSA6432McRecent news on Tavistock Investments
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