REG - Tavistock Investment - Final Results
RNS Number : 0320ZTavistock Investments PLC15 May 2019TAVISTOCK INVESTMENTS PLC
("Tavistock", "Company" or "Group")
RESULTS FOR THE YEAR ENDED 31 MARCH 2019
Tavistock, the AIM quoted investment management company, announces its financial results for the year ended 31 March 2019.
Financial highlights:
● Maiden interim dividend of 0.01p per share declared in light of continued strong performance
● 101% increase in EBITDA to £1.48 million on gross revenue of £27.3 million (2018: £734,000 on gross revenue of £28.8 million)
● 775% increase in cash generated from operations to £1.2 million (2018: £137,000)
Operational highlights:
● Continued increase in funds under management for the 5th consecutive year:
○ 9% increase in discretionary FUM to £945 million (2018: £866 million)
○ 33% increase in revenue for Tavistock Wealth to £4.8 million (2018: £3.6 million)
● Launch of two new protected products, the ACUMEN Capital Protection Portfolio (ACPP) and ACUMEN Income Protection Portfolio (AIPP):
○ Products offer contractual high watermark guarantees at 90% and 85% respectively, provided by Morgan Stanley & Co. International Plc
○ Products attracted over £100 million of inflows by year end
● Launch of i-stock - free D2C app
○ A smartphone app that provides retail investors with direct access to Tavistock Wealth funds, through a free of charge ISA and/or General Investment Account
○ A SIPP (self-invested pension plan) and other Tavistock Wealth funds will be made available in due course, alongside white-label capabilities for strategic partners
● Continued expansion through partnerships:
○ The Company established Tavistock Law, which was endorsed by The Law Society as its preferred supplier of investment advice to its approximately 14,000 private client members
○ The Company announced a strategic relationship with Lighthouse Group and as part of the arrangement, Lighthouse acquired a 5.3% holding in the Company.
Brian Raven, Group Chief Executive, said: "The payment of a maiden interim dividend marks the achievement of a long held strategic objective and demonstrates the strength of our business model. Our protected products have been universally well received and we will continue to focus on making them as widely available as possible. We intend to disrupt the D2C space with our free of charge app. We aim to continue to improve the Group's profitability and manage a regular and growing dividend stream for the benefit of our shareholders."
For further information:
Tavistock Investments plc Tel: 01753 867000
Oliver Cooke, Chairman
Brian Raven, Chief Executive
Arden Partners Plc Tel: 020 7614 5900
Paul Shackleton
Allenby Capital Limited Tel: 020 3328 5656
Nick Naylor
Nick Athanas
Vested EMEA Tel: 020 3890 8122
Paul Andrieu
Sofia Romano
TAVISTOCK INVESTMENTS PLC
CHAIRMAN'S STATEMENT
FOR THE YEAR ENDED 31 MARCH 2019
I am pleased to advise that the Group has reported a doubling in the level of adjusted EBITDA (EBITDA adjusted to exclude the impact of share based payments and exceptional items) achieved during the year, which demonstrates the strength of the business model and the considerable contribution being made by the management team.
Investment Management
Tavistock Wealth has performed well during the year and has increased revenues by 33% from £3.6 million in the previous year to £4.9 million in the current year. FUM continued to grow during the year, as it has for the past five years, from £866 million at 31 March 2018 to £945 million at 31 March 2019; growth of £79 million (9.1%).
http://www.rns-pdf.londonstockexchange.com/rns/0320Z_2-2019-5-14.pdf
Market gains during the first quarter of 2019 enabled us to recover from the impact of sharp market falls in November and December 2018, though these were sufficient to slow the overall pace of growth achieved over the full year.
Industry recognition also improved during the year with Tavistock Wealth a finalist in four national awards, including Money Marketing Best Investment Fund Group, Growth Investor's Wealth Manager of the Year and Moneyfacts Best Discretionary Fund Manager for which it was commended.
The two protected funds launched in May 2018, the ACUMEN Capital Protection Portfolio ("ACPP") and the ACUMEN Income-Protection Portfolio ("AIPP"), with contractual high watermark guarantees at 90% and 85% respectively provided by Morgan Stanley & Co International plc, continue to be universally well received. These funds are believed to be unique in the UK Market and they have attracted more than £200 million of inflows since launch.
In June 2018, the FCA (Financial Conduct Authority) published a survey, entitled Financial Lives, which indicated that 78% of those approached would rather be safe than sorry when making investment decisions. Given this finding, and widespread concern about Brexit, the bond market, the duration of the equity bull run and the potential for recession, management believe the ACPP and the AIPP to be the right products being offered at the right time; they have the potential to deliver enormous benefit to the Group over the coming years.
The Board's challenge is to make these products available to as wide an audience as possible, as rapidly as possible. With this strategic objective in mind, management are focused on the development and pursuit of a number of key initiatives.
The first of these is to partner with large scale organisations capable of generating significant fund inflows. Two such partnership arrangements (described below) have now been entered into and a number of other potential relationships remain under discussion.
The Law Society
The Law Society is a 200 year old institution with 197,000 members. Following close consultation with the Society's marketing team and with the Chairs of two of its key private client committees, Tavistock has established a specialised business, Tavistock Law, which has been formally endorsed by the Society as its preferred supplier of investment advice to the approximately 14,000 Law Society private client members that practice in the fields of Trusts and Court of Protection awards. The ACPP and AIPP are considered to be ideally suited to the needs of Trustees and their beneficiaries. Tavistock Law is the only financial advice business in the UK endorsed by the Law Society and we look forward to working closely with the Society's members for the benefit of their clients.
Lighthouse Group plc
In November 2018, the Company announced the establishment of a strategic relationship with Lighthouse Group, one of the leading financial advisory businesses in the UK, with some 400 advisers.
Tavistock has now developed and will distribute investment products and services under the Luceo brand (Lighthouse's proprietary range of investment solutions) to clients of Lighthouse through that group's adviser base. These will include the ACPP and the AIPP and may be extended to include other investment solutions available through Tavistock. It is estimated that Lighthouse Group currently has some £5 billion of assets under advice and places about £1 billion of new investment and pension fund investments on behalf of clients each year. Lighthouse is also the preferred supplier of financial advice to 23 affinity group partners and their aggregate membership of more than 6 million individuals.
As part of the arrangements, Lighthouse acquired a 5.3% holding in the Company by subscribing for 30,487,805 new ordinary shares of 1p each at a price of 3.28 pence per share.
Initial fund inflows from both of these relationships are anticipated over the coming months.
i-stock
To access the wider retail market in the UK the Company has developed and launched an innovative D2C proposition which has been branded as i-stock.
i-stock is a smartphone app that provides retail investors with direct access to Tavistock Wealth funds, initially the 90% guaranteed ACPP, with or without the assistance of a financial advisor. The app is available from the APP Store, Google Play or downloadable as a PWA app from the i-stock website. The app is an access tool and does not itself provide any form of investment advice to the user. The i-stock website and app enable a user to open an ISA and/or General Investment Account, invest in Tavistock Wealth funds, and receive daily updates on the value of their investments. Registration and use of the app is free of charge and in due course, the app's functionality will be expanded to provide access to additional investment products and services, most notably a SIPP (self-invested pension plan) and other Tavistock Wealth funds will be made available.
In due course the app could be rebranded to provide Lighthouse or any of its affinity group partners and their aggregate memberships access to Tavistock Wealth's investment products.
Significant inflows of funds could be achieved were even modest levels of individual investment to be made by a high volume of i-stock users.
The Tavistock Fund SCA SICAV - RAIF
As has been referred to on previous occasions, we have been developing a qualified pipeline of overseas based private banks and family offices who have expressed interest in investing in the Company's protected funds. To facilitate such investment, we have established a Luxembourg regulated fund structure - a Reserved Alternative Investment Fund ("RAIF").
The RAIF has now been admitted to trading on the Luxembourg Stock Exchange. It currently has a single sub-fund, the Tavistock Guaranteed Portfolio, which will hold a combination of cash together with investments in the ACPP and AIPP structured to provide investors with 90% protection. Investment in the RAIF can be made on a global basis via Euroclear, Clearstream and a number of other worldwide trading platforms.
Advisory
One of the Board's strategic objectives is to ensure as far as possible that the regulatory risk associated with the Group's advisory business is minimised and that the risk is appropriately matched against potential commercial reward. In pursuit of this objective, we have during the year successfully encouraged a number of poorer performing appointed representative firms to leave the Group.
As a consequence of this policy, and of the added burden placed upon advisers by the introduction of MiFID II, gross revenues generated by the advisory business fell by 11% from £25.2 million in the year ended 31 March 2018, to £22.5 million in the year to 31 March 2019.
Financial Performance
As mentioned at the outset, the Group has achieved a doubling in the level of adjusted EBITDA reported during the year, on reduced gross revenue, demonstrating both the strength of the Company's business model and the contribution of the management team.
Reported EBITDA rose by 101% to £1.48 million on gross revenue of £27.3 million (year ended 31 March 2018: adjusted EBITDA of £734,000 on gross revenue of £28.8 million). At the year end, the Group had net assets of £20 million (31 March 2018: £18.7 million). The Group generated £1.2 million from operations (31 March 2018: £137,000) and having raised £3.35 million of new equity capital, loan and lease funding and made payments during the year of £4.38 million on loan repayments, finance costs, deferred consideration obligations, the purchase of client books and the development of key initiatives, the Group maintained the level of its cash resources at £3.1 million (31 March 2018: £3.1 million).
Adjusted EBITDA is highlighted in the table below. This is considered to be the most appropriate measure of the Group's performance as it removes the distorting effect of one-off gains and losses that arise on acquisitions, and the impact of non-cash items.
The financial performance of the Group during the past two years can be summarised as follows:
Year ended
31 Mar 2018
£'000
Year ended
31 Mar 2019
£'000
Movement
Gross Revenues
28,812
27,342
5% decrease
Adjusted EBITDA
734
1,475
101% increase
Depreciation & amortisation
(971)
(1,053)
8% increase
Share based payments*
*(135)
(248)
*84% increase
(Loss)/Profit from Operations
- before exceptional items
(372)
174
147% increase
Exceptional items
861
(18)
Reported Profit from Operations
489
156
68% decrease
Earnings/(Loss) per share
0.05p
0.00p
Net assets at year end
18,690
19,996
7% increase
Cash Resources at year end
3,111
3,116
· The share-based payment charge in the year ended 31 March 2018 had been reduced by c. £73k as a consequence of the elimination of the charge associated with a business disposed of in that year.
In November 2018, the Company successfully raised £1.25 million of additional equity capital, before costs, through the issue of 38,109,756 new ordinary shares of 1 penny each at a price of 3.28 pence per share. This fundraising enabled the Company to replace an existing, and relatively expensive, £2 million debt facility with a new £2 million five-year facility from NatWest Bank at a lower rate of interest. It is estimated that the Group will save some £100,000 per annum in interest as a consequence of the change. The fundraising also strengthened the Company's regulatory capital position as the business continues to grow.
Future Prospects
The business has performed well during the year, despite challenging market conditions, and the graph below illustrates the progress that the Company has achieved over the past few years.
http://www.rns-pdf.londonstockexchange.com/rns/0320Z_1-2019-5-14.pdf
The Group benefits from a high degree of earnings visibility and based upon the anticipated revenue from existing FUM, and the Group's current cost base, it would be reasonable to anticipate that the Group will continue to report significantly improved performance for the current financial year.
Considerable focus has been placed on the development and introduction of the key initiatives referred to above and it would be reasonable to anticipate that these will begin to contribute to the Group's performance in the current year.
Whilst there can be no certainty as to the level or timing of fund inflows, any continued growth in the level of FUM will enhance the Group's results.
In summary, the Board considers the Group's prospects to be excellent.
Maiden Interim Dividend
The introduction and management of a dividend stream for the benefit of shareholders has for some time been one of the Board's prime objectives. It is therefore with some pleasure that I am able to advise that, in light of the Group's continued strong performance and its excellent prospects, we will be paying a maiden interim dividend of 0.01p per share to those shareholders who are on the Company's share register as at 28 June 2019.
The payment of this maiden interim dividend marks a significant moment in the Group's development, and we look forward to increasing the level of dividend payment in future years as the business continues its upward trajectory.
I would like to take the opportunity to acknowledge the significant contribution made during the year by our excellent staff and to thank them, and in particular, the management team, for their hard work and dedication.
I look forward to updating you further.
Oliver Cooke
Chairman
14 May 2019
TAVISTOCK INVESTMENTS PLC
STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2019
Business Review
During the year the Group achieved a doubling in the level of adjusted EBITDA, on reduced gross revenue, demonstrating the strength of the Company's business model and the contribution of the management team. As highlighted in the table on pages 4-5 the Company also achieved a marked improvement in the level of profit from operations before exceptional items.
The Board's prime objective is to continue to grow the level of funds under management, as the provision of investment management services on a discretionary basis lies at the heart of the Group's commercial activities.
The performance of the Group's investment management business has been underpinned by a high level of fund retention and was enhanced by the launch of the two new protected products, the ACPP and AIPP. These products have been universally well received and considerable management focus has been given to making these funds available to as wide an audience as possible in as short a timescale as possible. During the year a total of £1.10 million has been invested in the key initiatives designed to achieve this strategic objective. In the financial statements £944,000 of this sum has been capitalised as intangible assets and the remaining £153,000 has been treated as a prepayment. These initiatives have been described in the Chairman's Statement and are anticipated to begin to bear fruit in the current financial year and to contribute more extensively in future years.
Another important strategic objective is to ensure as far as possible that the regulatory risk associated with the Group's advisory business is minimised and that it is appropriately matched to potential commercial reward. In pursuit of this objective, we have during the year successfully encouraged a number of poorer performing appointed representative firms to leave the Group.
As a consequence of this policy, and of the added burden placed upon advisers by the introduction of MiFID II, gross revenues generated by the advisory business fell by 11% in the year from £25.2 million in the previous year to £22.5 million in the current year. However, we now have a much firmer base upon which to develop this business over the coming years.
The Chairman's Statement contains further details on the progress and financial performance of the Group.
In the current financial year, the Board's focus will be on the following areas:
· continuing the growth in FUM,
· improving access to the Group's products and services
· the development of further relationships with strategic channel partners
· encouraging the use of the Group's investment management services by advice firms outside of the Group's ownership,
· facilitating direct investment in the Group's protected products by retail customers
· developing an overseas operation, and
· potentially, further selective acquisitions.
Financial Review
As mentioned in the Chairman's Statement, the Group has achieved a doubling in the level of adjusted EBITDA reported during the year, on reduced gross revenue. Adjusted EBITDA is one of the key performance indicators recognised by management, as is the level of funds under management by the Group.
The reduction in gross revenue came as a consequence of encouraging a number of the poorer performing appointed representative firms to leave the Group. The improved profitability followed as a result of the 33% increase in revenue within the investment management business, from £3.6 million in the previous year to £4.9 million in the current year. FUM continued to grow during the year, as it has for the past five years, from £866 million at 31 March 2018 to £945 million at 31 March 2019; growth of £79 million (9.1%).
Reported EBITDA rose by 101% to £1.48 million on gross revenue of £27.3 million (year ended 31 March 2018: adjusted EBITDA of £734,000 on gross revenue of £28.8 million). At the year end, the Group had net assets of £20 million (31 March 2018: £18.7 million).
The Group generated £1.2 million from operations (31 March 2018: £137,000) and having raised £3.35 million of new equity capital, loan and lease funding and made payments during the year of £4.38 million on loan repayments, finance costs, deferred consideration obligations, the purchase of client books and the development of key initiatives, the Group maintained the level of its cash resources at £3.1 million (31 March 2018: £3.1 million).
As part of the key initiatives referred to above, the Group invested a total of £1.10 million on the development of a smartphone app, branded as i-stock, together with a number of proprietary funds and other propositions each of which has been designed to generate additional inflows of funds, thereby enhancing the profitability of the Group in future years. Of this investment £944,000 has been capitalised and will be amortised over the anticipated useful life of each initiative which is currently estimated to be five years. The remaining £153,000 has been treated as a prepayment and will be released to the Profit or Loss account over the three year life of that initiative.
Risks and Uncertainties
The principal commercial risk facing the business relates to the continued growth in the level of FUM.
As has been referred to, both above and in the Chairman's Statement, a number of key initiatives designed to generate significant inflows of funds are being pursued by the Board. The Board remains confident that these will enable the good progress that has been made to date to continue; however, there can be no certainty that the historic pace at which FUM have grown will continue into the future.
Global financial markets have experienced periods of considerable turbulence over the last year and these are likely to continue for the foreseeable future. In depth research, the targeting of globally diversified multi-asset portfolios and the judicious use of currency hedging by our investment team are anticipated to mitigate some of the associated effects.
The economic consequences resulting from BREXIT arrangements remain unknown and these could have a marked impact on markets in the short to medium term.
By way of a silver lining, uncertain market conditions greatly enhance the appeal of the Group's protected products.
The Group continues to face the usual risks of operating within a regulated environment, but to mitigate these risks the Board actively promotes an ethos of acting at all times with honour, dependability and vigilance, and a culture in which the client is placed at the centre of everything that the Company does.
The Board considers that the Group has sufficient working capital for its current needs.
Future Prospects
The Group has continued to achieve strong growth in the level of adjusted EBITDA and has declared the payment of a maiden interim dividend to those shareholders who are on the Company's share register as at 28 June 2019. This represents a significant milestone in the development of the business.
In light of this performance, the progress made with the key initiatives and the positive reception given to the protected products, the Board considers the future prospects for the business to be excellent.
I look forward to updating you on our progress.
Approved by the Board of Directors and signed on its behalf by
Oliver Cooke
Chairman
14 May 2019
TAVISTOCK INVESTMENTS PLC
CORPORATE GOVERNANCE REPORT
FOR THE YEAR ENDED 31 MARCH 2019
The Directors of Tavistock Investments plc recognise the importance of good corporate governance and in line with the London Stock Exchange's recent changes to the AIM Rules, requiring all AIM-listed companies to adopt and comply with a recognised corporate governance code, have chosen to adopt the Quoted Companies Alliance Corporate Governance Code (the "QCA Code"), as the basis of the Company's governance framework.
The Board believes that good corporate governance reduces risks within the business, promotes confidence and trust amongst its stakeholders and is an important part of the effectiveness and efficiency of the Company's management framework. The Board considers that the Company complies with the QCA Code so far as is practicable having regard to the size, nature and current stage of the Company's development. The Company will provide annual updates on its compliance with the QCA Code.
The QCA Code includes ten broad principles that the Company strives to implement in order to deliver growth to its shareholders in the medium and long-term. These principles and the manner in which the Company seeks to comply with them can be summarised as follows.
COMPANY'S APPLICATION OF THE QCA CODE
The Company's application of the ten principles of the QCA Code are set below:
Principle 1:
Establish a strategy and business model which promote long-term value for shareholders
· The management of retail investors' funds on a discretionary basis lies at the heart of the Group's operations. The basis upon which the Group's investment management business has developed its funds, and the manner in which those funds are managed, have been designed to ensure, as far as it is practical to do so, that this business operates with a substantially fixed cost base. Once this cost base has been exceeded and the investment management business becomes profitable, which it has already achieved, the incremental revenues earned from additional inflows of FUM flow directly through to its bottom line and enhance the profitability both of the investment management business and of the Group. The business has developed very high levels of asset retention.
· The Group's advisory business should trade profitably in its own right and in addition represents a channel for the potential distribution of the Group's funds, subject to their being suitable for each client's individual circumstances.
· The Board's focus is on managing the regulatory risks associated with the operation of an advisory business and on developing other distribution channels capable of generating substantial fund inflows thereby enhancing the Group's profitability.
· Key risks have been addressed in the Strategic Report.
Principle 2:
Seek to understand and meet shareholder needs and expectations
· To ensure that its strategy, operational results and financial performance are clearly understood, the Company is committed to engaging with and updating its shareholders through its regulatory announcements, and practices two-way communication with both its institutional and private investors.
· The Company believes that shareholder expectations are most effectively managed through the release of regulatory announcements and through discussion with shareholders at the Company's AGM. All Board members endeavour to attend the AGM in person.
· The Executive Directors meet regularly with the Company's major shareholders and ensure that the views expressed by them are communicated fully to the Board.
· Board members make themselves available to meet with shareholders and with potential investors as and when required.
Principle 3:
Take into account wider stakeholder and social responsibilities and their implications for long-term success
· The Company recognises the importance of engagement with its stakeholder groups, which, in addition to investors, include its employees, clients, strategic partners and the relevant authorities. It also seeks to treat each of these groups in a fair and open manner.
· The Company supports a national charity, the Clock Tower Foundation, and the involvement of staff in various local and national fund-raising events.
· The Company endeavours to take account of feedback received from these stakeholders, and where appropriate to revise and improve its working arrangements.
· Environmental responsibility and sustainability are important to the Company, and a number of initiatives have been pursued to improve the recycling of paper and to reduce the use of plastics.
Principle 4:
Embed effective risk management, considering both opportunities and threats, throughout the organisation
· The risks and uncertainties facing the Group are summarised in the Strategic Report.
· The Company has in place a robust and effective Compliance department and regime, as it is required to do by Regulation. Regular reports are prepared by this department and are submitted for review by the Board.
· The Group has also established a separate Risk Committee, which examines and assesses the risks associated with all aspects of the Group's operations. Regular reports are prepared by this committee and are submitted for review by the Board.
· Risks and opportunities are considered by the Board and by the Group's management board, which is comprised of the Executive Directors and the heads of all major Group functions, and meets on a monthly basis.
Principle 5:
Maintain the board as a well-functioning, balanced team led by the chair
· The composition, roles and responsibilities of the Board and of the various Committees are set out on page 12 of the Report and Accounts. The number of meetings held, and Directors' attendance is also detailed.
· To enable the Board to discharge its duties in an effective manner, all Directors receive appropriate and timely information. Briefing papers are distributed to all participants for consideration ahead of meetings. All meetings are minuted, and the accuracy of the minutes is confirmed at the subsequent meeting before being approved and signed by the Chairman.
· Both the Chairman, Oliver Cooke, and the Chief Executive, Brian Raven, have considerable experience of operating at board level in public and in private companies. The Chairman is a qualified Chartered Accountant and has served as finance director on the boards of various public companies. The Chief Executive has held a number of sales, operational and leadership roles at board level within public companies. The Non-Executive Directors, Roderic Rennison and Peter Dornan, both have extensive sector knowledge and experience and come from strong regulatory backgrounds.
· The Executive Directors devote the whole of their time to the business of the Group. The Non-Executive Directors devote one to two days per month to their duties.
· Under the terms of their contracts, the Non-Executive Directors are required to obtain the prior written consent of the Board before accepting additional commitments that might conflict with the interests of the Group or impact the time that they are able to devote to their role as a Non-Executive Director of the Company.
· The Company does not have a separate Nominations Committee as this is considered unnecessary given the Company's size and stage of development. The need for such a committee will be kept under review by the Board as the Company develops.
Principle 6:
Ensure that between them the directors have the necessary up-to-date experience, skills and capabilities
· Biographies for each of the Directors can be found in the Directors' Report.
· The Chairman complies with the continuing professional development requirements of the Institute of Chartered Accountants in England and Wales, of which he is a long-standing member. The Chief Executive Officer, in conjunction with other members of the executive team, ensures that the directors' knowledge is kept up to date on key issues and developments pertaining to the Company, its operational environment and to the Directors' responsibilities as members of the Board. During the course of the year, Directors have consulted and received advice as well as updates from the nominated advisors, brokers, company secretary, legal counsel and various other external advisers on a number of matters, including corporate governance.
· From time to time, members of the Board also participate in industry forums.
Principle 7:
Evaluate board performance based on clear and relevant objectives, seeking continuous improvement
· The Group has established separate Remuneration and Audit Committees and through their operation the Non-Executive Directors are able to monitor and assess the performance of the Executive Directors and to hold them to account.
· The respective Board members periodically review and cross-evaluate the Board's performance and effectiveness in the Company. It is intended that the Board will in due course create a more formal process that will focus more closely on objectives and targets for improving performance.
· Directors' performance is open to assessment by shareholders and all Directors are subject to re-election by the shareholders at least once in every three years.
Principle 8:
Promote a corporate culture that is based on ethical values and behaviours
· The Company's ethos is, to act at all times with honour, dependability and vigilance, and it actively promotes a culture in which the client is placed at the centre of everything that the Company does.
· The Company is also committed to providing a safe and secure environment for its employees, with its policies and procedures enshrined in the Company's Employee Handbook, which provides a guideline for employees on the day-to-day operations of the Company.
· The Company promotes a transparent, flexible and open culture avoiding discrimination on the basis of gender, religious belief, age, ethnicity or sexual orientation.
· The Company is committed to environmental responsibility and sustainability.
Principle 9:
Maintain governance structures and processes that are fit for purpose and support good decision-making by the board
· Good decision making requires information, consideration, discussion and challenge followed by action, communication and the acceptance of collective responsibility. Directors with the confidence to express their views, together with the prior circulation of briefing papers, the open conduct of Board meetings and the accurate minuting of outcomes enable this to be achieved.
· The avoidance of conflicts of interest, through the delegation of responsibility for certain areas, such as audit and remuneration, to specialist committees, has strengthened the governance structure within the Company.
Principle 10:
Communicate how the Company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders
· Information on the Company's progress and its financial performance is disseminated to shareholders and to the market through the announcement of its full-year and half-year results, the posting of such announcements onto the Company's website and by mailing copies of the Annual Report and Accounts to shareholders. It is also made available for discussion with shareholders at the Company's AGM.
· Departmental heads meet monthly to discuss progress within their areas of responsibility and to be briefed on the Company's progress.
· Other members of staff are briefed informally on an ad-hoc basis and more formally through a series of presentations delivered to them at the annual Company Day.
BOARD OF DIRECTORS AND BOARD COMMITTEES
The Board is responsible for formulating, reviewing and approving the Group's strategy, budgets and corporate actions. The Board is also responsible for ensuring a healthy corporate culture. The Board currently comprises two Executive Directors and two Non-Executive Directors.
The Executive Directors are:
Oliver Cooke Chairman
Brian Raven Chief Executive Officer
The Non-Executive Directors are:
Roderic Rennison
Peter Dornan
The Non-Executive Directors have a strong compliance background and are considered to be independent. All Directors are required to stand for re-election at least once in every three years.
All members of the Board are equally responsible for the management and proper stewardship of the Group. The Non-Executive Directors are independent of management and free from any business or other relationship with the Company or Group and are thus able to bring independent judgment to issues brought before the Board.
The Board meets at least ten times per year and more frequently where necessary to approve specific decisions. Directors may take independent professional advice at the Company's expense.
The Board has established two Committees with clearly defined terms of reference and detailed below are the members of the Committees and their duties and responsibilities.
Audit Committee
The Audit Committee has primary responsibility for monitoring the quality of internal controls and ensuring that the financial performance of the Group is properly measured and reported on. It receives reports from the Group's management and auditors relating to the interim and annual accounts and the accounting and internal control systems in use throughout the Group.
The members of the Audit Committee are as follows:
Peter Dornan (Non-Executive Director) Chairman
Roderic Rennison (Non-Executive Director)
The Committee determines the terms of engagement of the Company's auditors and, in consultation with the auditors, the scope of the audit. The Audit Committee has unrestricted access to the Company's auditors.
During the year under review the Audit Committee met twice and all members of the Committee were in attendance.
Remuneration Committee
The Remuneration Committee is comprised of the two Non-Executive Directors, Roderic Rennison and Peter Dornan, and is chaired by Roderic Rennison.
The Remuneration Committee reviews the performance of the Executive Directors and makes recommendations to the Board on matters relating to their remuneration packages and terms of employment.
The Committee also makes recommendations to the Board on proposals for the granting of share options and other equity incentives pursuant to any share option scheme or equity incentive scheme in operation from time to time.
No Director may vote in connection with any discussions regarding his own remuneration.
For the period under review, one Remuneration Committee meeting was held, and all members of the Committee were in attendance.
Nomination Committee
The Directors do not consider it necessary, or appropriate, to establish a Nomination Committee given the size of the Company.
TAVISTOCK INVESTMENTS PLC
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2019
Principal Activities, Review of the Business and Future Developments
The principal activities of the Group during the period were the provision of investment management services and the provision of support services to a network of financial advisers. The key performance indicators recognised by management are operating profit, as represented by adjusted EBITDA, and the level of funds under management by the Group.
An overall review of the Group's trading performance and future prospects is given in the Chairman's Statement and in the Strategic Report. The Group is not materially impacted by environmental matters and as a consequence does not offer comment on them.
Substantial shareholdings
The Company has been advised of the following interests in more than 3% of its ordinary share capital as at 13 May 2019:
Name
Number of
Shares
% of
Ordinary Shares
Brian Raven
63,855,712
11.10%
Andrew Staley
55,953,204
9.73%
Lighthouse Group Plc
30,487,805
5.30%
Christopher Peel
29,618,627
5.15%
Kevin Mee
27,475,963
4.78%
Paul Millott
26,902,417
4.68%
Helium Rising Stars
26,873,378
4.67%
Oliver Cooke
26,188,556
4.55%
Directors
Details of the Directors of the Company who served during the period are as follows:
Oliver Cooke
Chairman, aged 64
Oliver has over 36 years of financial and business development experience gained in a range of quoted and private companies including over twenty years' experience as a public company director. He has considerable experience in the fields of corporate finance, strategic transformation, acquisitions, disposals and fundraisings. Oliver is a Chartered Accountant and a Fellow of the Association of Chartered Certified Accountants.
Brian Raven
Group Chief Executive, aged 63
Brian has been involved in the financial services sector since 2010. He has a wide range of business experience, having held many sales and general management posts at senior management and board level, including running public companies on both AIM and the Official List. Most notably, in 1991 Brian founded Card Clear Plc, subsequently renamed Retail Decisions plc, a business engaged in combating the fraudulent use of plastic payment cards. He led the company until 1998 by which time it was an international group, listed on AIM, with a market capitalisation of some £100 million. As a principal, Brian has been responsible for identifying, negotiating and integrating numerous acquisitions, as well as for delivering organic growth.
Roderic Rennison
Non-Executive Director, Chairman of Remuneration Committee, aged 63
Roderic has more than 40 years of experience in financial services encompassing a variety of roles including sales, strategy, product development, proposition, operations and latterly acquisitions, mergers, and integrations together with corporate affairs, risk and regulatory matters. He provides consultancy services in the sector to a range of providers, fund managers and intermediaries and particularly specialises on RDR, for which he chaired the professionalism and reputation work stream.
Peter Dornan
Non-Executive Director, Chairman of Audit Committee, aged 63
Peter has spent more than 40 years in the financial services industry. Having joined AEGON in 1981 as a sales consultant he progressed through a series of sales and general management positions to being appointed to the executive management board in 1999. He had executive responsibility for post-acquisition integration of a number of businesses including Guardian Assurance, Positive Solutions and Origen. Peter was also responsible for Scottish Equitable International in Luxembourg from 1996 until 2002 and was appointed chairman of AEGON Ireland when it was launched in 2002. Since 2012, Peter has acted as a consultant to a number of businesses within the financial services sector with a particular emphasis on governance, risk management and financial controls.
Diversity
Tavistock is an equal opportunities employer and does not discriminate against staff on the basis of disability, age, religious belief, gender, ethnicity or sexual orientation.
Communication with shareholders
The Chairman and the Chief Executive are available to meet with institutional shareholders and to answer questions from private shareholders. The Board is open to receiving constructive input from shareholders. Each shareholder receives a copy of the annual report, which contains the Chairman's Statement. The annual and interim reports, together with other corporate press releases are made available on the Company's website www.tavistockinvestments.com. The Annual General Meeting provides a forum for shareholders to raise issues with the Directors. The Notice convening the meeting is issued with 21 clear days' notice. Separate resolutions are proposed on each substantially separate issue.
Going concern
The Directors confirm that they are satisfied the Group has adequate resources to continue its business for the foreseeable future and on this basis, they continue to adopt the going concern basis in preparing the accounts.
Financial instruments
Details of the use of financial instruments by the Group are contained in Note 14 of the financial statements.
Share capital
Changes to share capital during the period are given in Note 15 to the accounts.
Charitable and Political Donations
The Group did not make any political donations in the period but made charitable donations totalling £10,500 (2018: £9,975).
Post Balance Sheet Events
On 3 April 2019, Lighthouse Group PLC announced a recommended cash offer from Intrinsic Financial Services Ltd, a wholly owned indirect subsidiary of Quilter plc, to be effected by means of a scheme of arrangement under Part 26 of the Companies Act 2006. Such a change of control will enable Tavistock to cancel its strategic agreement with Lighthouse should it chose to do so.
Dividends
The Directors are proposing the payment of a maiden interim dividend of 0.01p per share to shareholders on the Company's share register as at 28 June 2019 (2018: £Nil)
Auditors
A resolution reappointing Haysmacintyre LLP will be proposed at the Annual General Meeting in accordance with S489 of the Companies Act 2006.
Supplier payment policy
The Group's policy is to agree terms of payment with suppliers when entering into a transaction, ensure that those suppliers are aware of the terms of payment by including them in the terms and condition of the contract and pay in accordance with contractual obligations. Trade creditors at 31 March 2019 represented 21 days' purchases (2018: 27 days).
Internal control
The Group has adopted the QCA's Corporate Governance Code. The key elements of the internal control systems, which have regard to the size of the Group, are that the Board meets regularly and takes the decisions on all material matters, the organisational structure ensures that responsibilities are defined and authority only delegated where appropriate, and that regular management accounts are presented to the Board to enable the financial performance of the Group to be analysed.
The Directors acknowledge that they are responsible for the system of internal control which is established in order to safeguard the assets, maintain proper accounting records and ensure that financial information used within the business or published is reliable. Any such system of control can, however, only provide reasonable, not absolute, assurance against material misstatement or loss.
In preparing the financial statements, the Directors are required to:
· select suitable accounting policies in accordance with IAS 8 Accounting Policies, changes in Accounting Estimates and Errors and then apply them consistently;
· present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information; provide additional disclosures when compliance with the specific requirements in IFRSs is insufficient to enable users to understand the impact of particular transactions, other events and conditions on the entity's financial position and financial performance; and
· state that the Group has complied with IFRSs, subject to any material departures disclosed and explained in the financial statements, and make judgments and estimates that are reasonable and prudent.
Directors' responsibilities
The Directors are responsible for preparing the annual report and financial statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare financial statements for each financial period. Under that law the Directors have elected to prepare the Group financial statements in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union and the Company financial statements in accordance with United Kingdom Generally Accepted Accounting Practice United Kingdom Accounting Standards and applicable law. Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and Company and of the profit or loss of the Group for that period.
The Directors are also required to prepare financial statements in accordance with the rules of the London Stock Exchange for companies trading securities on the Alternative Investment Market.
In preparing these financial statements, the Directors are required to:
· select suitable accounting policies and then apply them consistently;
· make judgments and estimates that are reasonable and prudent;
· for the Group financial statements, state whether they have been prepared in accordance with IFRSs as adopted by the European Union;
· for the parent company financial statements, state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and
· prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and the parent company will continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group's transactions and disclose with reasonable accuracy at any time the financial position of the Group and enable them to ensure that the financial statements comply with the requirements of the Companies Act 2006. They are also responsible for safeguarding the assets of the Group and for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Website publication
The Directors are responsible for ensuring the annual report and the financial statements are made available on a website. Financial statements are published on the Company's website in accordance with legislation in the United Kingdom governing the preparation and dissemination of financial statements, which may vary from legislation in other jurisdictions. The maintenance and integrity of the Company's website is the responsibility of the Directors. The Directors' responsibility also extends to the ongoing integrity of the financial statements contained therein.
Directors' interests
The Directors beneficial interests in the Ordinary Share Capital and options to purchase such shares were as follows:
Ordinary shares of 1p each
31 March 2019
31 March 2018
Share options
Shares
Share options
Shares
Executive Directors:
Oliver Cooke
26,600,000
26,188,556
11,600,000
26,188,556
Brian Raven
31,600,000
63,855,712
11,600,000
63,855,712
Non-Executive Directors:
Roderic Rennison
Peter Dornan
-
-
355,011
-
-
-
355,011
-
Full details of the share options held by the Executive Directors are given in the Remuneration Report.
Research and Development
As part of the key initiatives referred to in the Chairman's Statement, the Group has invested a total of £1.10 million on the development of a smartphone app, branded as i-stock, together with a number of proprietary funds and other propositions each of which has been designed to generate additional inflows of funds, thereby enhancing the profitability of the Group in future years. Of this investment £944,000 has been capitalised and will be amortised over the anticipated useful life of each initiative which is currently estimated to be five years. The remaining £153,000 has been treated as a prepayment and will be released to the Profit or Loss accounts over the three year life of that initiative.
Directors' statement as to disclosure of information to auditors
The Directors have taken all of the steps required to make themselves aware of any information needed by the Group's auditors for the purposes of their audit and to establish that the auditors are aware of that information.
The Directors are not aware of any audit information of which the auditors are unaware.
Approved by the Board of Directors and signed on its behalf by
Oliver Cooke
Chairman
14 May 2019
TAVISTOCK INVESTMENTS PLC
AUDIT COMMITTEE REPORT
FOR THE YEAR ENDED 31 MARCH 2019
On behalf of the Board, I am pleased to present the Audit Committee report for the financial year ended 31 March 2019.
Principal Responsibilities of the Committee
· Ensuring the financial performance of the Group is properly reviewed, measured and reported;
· Monitoring the quality and adequacy of internal controls and internal control systems implemented across the Group;
· Receive and review reports from the Group's management and auditors relating to the interim and annual accounts;
· Reviewing risk management policies and systems;
· Advising on the appointment, re-appointment and remuneration of independent external auditors, besides scheduling meetings with external auditors independent of management where appropriate for discussions and reviews; and
· Reviewing and monitoring the extent and independence of non-audit services rendered by external auditors.
Members of the Committee
During the reporting period, the Committee consisted of the two Non-Executive Directors, namely Peter Dornan (Committee Chairman), and Roderic Rennison.
The Committee met twice during the year.
Audit Process
The audit process commences with the auditors preparing an audit plan which contains information pertaining to due audit process, timetables, targeted areas and general scope of work and considers any pertinent matters or areas for special inclusion.
Following the audit, an Audit Findings Report is prepared by the auditors and furnished to the Audit Committee followed by a meeting or conference call with the Audit Committee to review and discuss its contents. The Audit Committee will furnish a report to the Board together with its recommendations. For the financial period ended 31 March 2019, no major areas of concern were highlighted.
Risk Management and Internal Control
As referred to under Principle 4 of the Corporate Governance Report, the Group has in place a robust and effective Compliance department and regime. It has also established a separate Risk Committee which examines and assesses the risks associated with all aspects of the Group's operations. The Audit Committee reviews reports produced by the Risk Committee and considers that the framework is operating effectively.
The Audit Committee considered the independence of Haysmacintyre LLP and noted the rotation of the Audit Partner for the year ended 31 March 2019 in response to the longevity of the previous Partner's tenure.
The Audit Committee also considered the non-audit services provided by them and considered that there was no threat to independence in the provision of these services and that satisfactory controls were in place to ensure this independence.
Internal Audit
At present, the Group does not have an internal audit function and the Committee believes that despite this, management is able to derive assurances as to the adequacy and effectiveness of internal controls and risk management procedures.
Approved by the Committee and signed on its behalf by
Peter Dornan
Committee Chairman
14 May 2019
TAVISTOCK INVESTMENTS PLC
REMUNERATION REPORT
FOR THE YEAR ENDED 31 MARCH 2019
Compliance
Described below are the principles that the Group has applied in relation to Directors' remuneration.
The Remuneration Committee
The Remuneration Committee comprises the two Non-Executive Directors, Roderic Rennison and Peter Dornan, and is chaired by Roderic Rennison.
Mindful of the need to attract, retain and reward key staff, the Committee reviews the scale and structure of the Executive Directors' and senior employees' remuneration and the terms of their service or employment contracts, as well as their participation in share option schemes and other bonus arrangements.
The remuneration of, and the terms and conditions applying to, the Non-Executive Directors are determined by the entire Board.
During the year under review, the Remuneration Committee met twice, and all members attended.
Share options
The share options granted to the Directors under the Company's EMI (Enterprise Management Incentive) Share Option Scheme or as unapproved options can be summarised as follows.
Executive Directors
Number at start of period
Issued in the period
EMI / Unapproved
Exercise price
(pence)
Number at end of period
Vesting
Condition
Date from
which exercisable
Expiry
date
Oliver Cooke
800,000
-
EMI
5.25
800,000
Continued employment
Oct '17
Oct '24
Oliver Cooke
800,000
-
EMI
5.25
800,000
Continued employment
Oct '19
Oct '24
Oliver Cooke
5,000,000
-
EMI
5.25
5,000,000
£5 mill pre-tax
Apr '17
Apr '27
Oliver Cooke
5,000,000
-
Unapproved
5.25
5,000,000
£1.5Bn FUM
Apr '17
Apr '27
Oliver Cooke
7,500,000
Unapproved
6.0
7,500,000
£1.8Bn FUM
Apr '18
Apr '28
Oliver Cooke
7,500,000
Unapproved
6.5
7,500,000
£7 mill pre-tax
Apr '18
Apr '28
Brian Raven
800,000
-
EMI
5.25
800,000
Continued employment
Oct '17
Oct '24
Brian Raven
800,000
-
EMI
5.25
800,000
Continued employment
Oct '19
Oct '24
Brian Raven
5,000,000
-
EMI
5.25
5,000,000
£5 mill pre-tax
Apr '17
Apr '27
Brian Raven
5,000,000
-
Unapproved
5.25
5,000,000
£1.5Bn FUM
Apr '17
Apr '27
Brian Raven
10,000,000
Unapproved
6.0
10,000,000
£1.8Bn FUM
Apr '18
Apr '28
Brian Raven
10,000,000
Unapproved
6.5
10,000,000
£7 mill pre-tax
Apr '18
Apr '28
The market price of the shares at 31 March 2019 was 3.08 pence (2018: 3.06 pence) and the range during the financial period was 2.905 pence to 3.80 pence.
Service contracts
The term of the Directors' service contracts can be summarised as follows:
Executive Directors
Commencement date
Term
Oliver Cooke
3 May 2013
Fixed to 31 March 2022, terminable thereafter on twelve months' notice
Brian Raven
12 May 2014
Fixed to 31 March 2022, terminable thereafter on twelve months' notice
Non-executive Directors
Roderic Rennison
12 May 2014
Initial term 2 years, terminable at any time on three months' notice
Peter Dornan
22 August 2017
Initial term 2 years, terminable at any time on three months' notice
Directors' remuneration
Details of each Director's remuneration are provided in Note 5 to the financial statements entitled Staff Costs.
Directors' interest in shares
Details of the Directors beneficial shareholdings can be found in the Directors Report.
Approved by the Committee and signed on its behalf by
Roderic Rennison
Committee Chairman
14 May 2019
TAVISTOCK INVESTMENTS PLC
INDEPENDENT AUDITOR'S REPORT TO THE SHAREHOLDERS OF TAVISTOCK INVESTMENTS PLC
FOR THE YEAR ENDED 31 MARCH 2019
Opinion
We have audited the financial statements of Tavistock Investments Plc (the 'parent company') and its subsidiaries (together the 'Group') for the year ended 31 March 2019 which comprise Consolidated Statement of Comprehensive Income, Consolidated and Company Statements of Financial Position, Consolidated Statement of Cash Flows, Company and Consolidated Statements of Changes in Equity and notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in the preparation of the Group financial statements is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union and, as regards the parent company financial statements, UK Generally Accepted Accounting Principles ("UK GAAP") including Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and Republic of Ireland and the provisions of the Companies Act 2006.
In our opinion, the financial statements:
• give a true and fair view of the state of the Group's and of the parent company's affairs as at 31 March 2019 and of the group's loss for the year then ended;
• have been properly prepared in accordance with IFRSs as adopted by the European Union in the case of the Group financial statements and UK GAAP including Financial Reporting Standard 102 in the case of the Company financial statements; and
• have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard as applied to listed entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
We have nothing to report in respect of the following matters in relation to which the ISAs (UK) require us to report to you where:
• the directors' use of the going concern basis of accounting in the preparation of the financial statements is not appropriate; or
• the directors have not disclosed in the financial statements any identified material uncertainties that may cast significant doubt about the group's or the parent company's ability to continue to adopt the going concern basis of accounting for a period of at least twelve months from the date when the financial statements are authorised for issue.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) we identified, including those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Valuation of intangible assets
The Group has significant intangible assets that have arisen as a result of the acquisition of subsidiary entities in prior financial periods. These assets include goodwill arising on consolidation and intangible assets recognised at fair value on acquisition. There is a risk that on consolidation, the valuation of intangible assets including goodwill are overstated.
Our audit work included but was not restricted to a consideration of impairment reviews prepared by management and scrutiny of associated calculations and forecasts used in determining expected future results. Our review was performed using recent financial performance and our understanding of the Group's business model.
FCA regulations
A number of the Group's subsidiaries are regulated by the Financial Conduct Authority ("the FCA") and there is a risk that instances of non-compliance may result in the Group's inability to continue as a going concern.
Our audit work included but was not restricted to a review of correspondence and regulatory filings with the FCA to consider whether any indications of non-compliance or disciplinary action existed.
Capitalisation of development costs and prepayment of contract fulfilment costs
The Group has undertaken substantial project development activities during the year ended 31 March 2019 with the associated costs capitalised as intangible assets or prepaid as contract fulfilment costs in line with the provisions of IFRS 15 - Revenue from Contracts with Customers. There is a risk that the treatment of these costs is not in line with the relevant IFRSs and the Group's asset are therefore overstated.
Our audit work included but was not restricted to a review of individual project assessments and costings with a view to assessing whether the criteria for capitalisation and prepayment had been met, together with verification of the existence of these costs.
Completeness and valuation of liabilities associated with legal disputes
Where the Group is subject to any claims made by third parties or ongoing legal action, there is a risk that its liabilities may be materially understated.
Our audit work included but was not limited to enquiry with the Group's management as to the existence of any disputes and verification of any associated legal assessments to consider whether adequate disclosure and/or provision has been made in the financial statements.
Deferred tax assets
The Group has recognised a significant deferred tax asset in relation to historical trading expenses and losses that are expected to be offset against future taxable profits. There is a risk that this asset is overstated because sufficient profits will not be generated or arrangements cannot be made to utilise these losses.
Our audit work included but was not limited a review of the Group's multi year forecasts to assess whether it is probable taxable profits will be generated to offset historic losses and a consideration of the mechanisms by which such an offset would be technically feasible.
Our application of materiality
The scope and focus of our audit was influenced by our assessment and application of materiality. We define materiality as the magnitude of misstatement that could reasonably be expected to influence the readers and the economic decisions of the users of the financial statements. We use materiality to determine the scope of our audit and the nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, both individually and on the financial statements as a whole.
Materiality for the Group Financial Statements as a whole was set at £200,000, determined with reference to the turnover of the Group on a consolidated basis. We report to the Audit Committee any corrected or uncorrected misstatements arising exceeding £10,000.
Performance materiality was set at £150,000, being 75% of materiality.
An overview of the scope of our audit
Our audit scope included all components and was performed to component materiality. Our audit work therefore covered 100% of group revenue, group profit and total group assets and liabilities. It was performed to the materiality levels set out above.
Other information
The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor's report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
• the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
• the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
• adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
• the parent company financial statements are not in agreement with the accounting records and returns; or
• certain disclosures of directors' remuneration specified by law are not made; or
• we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the directors' responsibilities statement set out on page 11, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
Use of our report
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an Auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.
Laura Mott (Senior Statutory Auditor)
For and on behalf of Haysmacintyre LLP, Statutory Auditors
10 Queen Street Place
London
EC4R 1AG
14 May 2019
TAVISTOCK INVESTMENTS PLC
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2019
Year ended
Year ended
31 March
31 March
2019
2018
Note
£'000
£'000
Revenue - continuing operations
3
27,342
28,812
Cost of sales - continuing operations
3
(16,198)
(18,332)
------------
------------
Gross profit
11,144
10,480
Administrative expenses- continuing operations
(10,988)
(9,991)
--------------
--------------
Profit from Operations
4
156
489
Memorandum:
Adjusted EBITDA
1,475
734
Depreciation & amortisation
(1,053)
(971)
Gain on disposal of subsidiary
-
905
Share based payments
(248)
(135)
Acquisition related costs and exceptional items
(18)
(44)
--------------
--------------
Profit from Operations
156
489
Finance costs
11
(274)
(268)
------------
------------
(Loss)/profit before taxation
(118)
221
Taxation
6
(4)
29
------------
------------
(Loss)/profit from continuing operations
Profit from discontinued operations (net of tax)
(Loss)/Profit after taxation and attributable to equity holders of the parent and total comprehensive income for the period
(122)
-
------------
(122)
250
25
------------
275
======
======
Earnings per share (continuing operations)
Basic and diluted
7
0.00p
0.05p
======
======
TAVISTOCK INVESTMENTS PLC Company number: 05066489
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 MARCH 2019
31 March 2019
31 March 2018
Note
£'000
£'000
£'000
£'000
ASSETS
Non-current assets
Tangible fixed assets
8
586
490
Intangible assets
9
19,897
19,136
-----------------
-----------------
Total non-current assets
20,483
19,626
Current assets
Trade and other receivables
10
5,353
3,334
Cash and cash equivalents
3,116
3,111
-----------------
-----------------
Total current assets
8,469
6,445
-----------------
-----------------
Total assets
28,952
26,071
LIABILITIES
Current liabilities
11
(3,942)
(4,703)
Non-current liabilities
Other payables
11
(13)
-
Funding obligations
11
(1,817)
(2,233)
Deferred consideration
11
(310)
-
Provisions
12
(2,465)
(40)
Deferred taxation
13
(409)
(405)
------------------
------------------
Total liabilities
(8,956)
(7,381)
------------------
------------------
Total net assets
19,996
18,690
=========
=========
Capital and reserves attributable to owners
of the parent
Share capital
15
13,101
12,720
Share premium
5,681
4,882
Retained earnings
1,214
1,088
------------------
------------------
Total equity
19,996
18,690
=========
=========
The financial statements were approved by the Board and authorised for issue on 14 May 2019.
Oliver Cooke
Chairman
TAVISTOCK INVESTMENTS PLC
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2019
Share capital
Share premium
Retained (deficit)/ earnings
Total equity
£'000
£'000
£'000
£'000
31 March 2017
12,685
27,818
(22,322)
18,181
--------------
--------------
--------------
--------------
Issue of shares
35
64
-
99
Profit for the year and total comprehensive income
-
-
275
275
Equity settled share based payments
-
-
135
135
Reduction in share premium
-
(23,000)
23,000
-
--------------
--------------
--------------
--------------
31 March 2018
12,720
4,882
1,088
18,690
--------------
--------------
--------------
--------------
Issue of shares
381
869
-
1,250
Cost of share issue
-
(70)
-
(70)
(Loss) for the year total and comprehensive income
-
-
(122)
(122)
Equity settled share based payments
-
-
248
248
--------------
--------------
--------------
--------------
31 March 2019
13,101
5,681
1,214
19,996
--------------
--------------
--------------
--------------
On 27 February 2018, the Group reduced its share premium account by £23m by special resolution and by sanction of the Courts, resulting in a corresponding transfer of this balance to retained earnings.
TAVISTOCK INVESTMENTS PLC
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MARCH 2019
Year ended
31 March 2019
Year ended
31 March 2018
£'000
£'000
£'000
£'000
Cash flows from operating activities
(Loss)/profit before tax
Adjustments for:
(118)
246
Share based payments
248
135
Depreciation on tangible fixed assets
198
147
Amortisation of intangible assets
855
824
Gain on disposal of subsidiary
-
(905)
Net Finance costs
274
268
Loss on disposal of fixed assets
15
-
-----------------
-----------------
Cash flows from operating activities before changes
in working capital
1,472
715
Decrease/(increase) in trade and other receivables and contract assets
417
(1,245)
(Decrease)/increase in trade and other payables
(730)
713
Corporation tax paid
-
(46)
-----------------
-----------------
Cash generated in operations
1,159
137
Investing activities
Key initiatives and client lists
(1,646)
-
Purchase of tangible fixed assets
(279)
(291)
Proceeds on disposals
-
965
Cash on disposal
-
(164)
Acquisition of subsidiaries and deferred consideration payments
(135)
(2,002)
-----------------
-----------------
Net cash absorbed from investing activities
(2,060)
(1,492)
Financing activities
Finance costs
(274)
(276)
New loans and finance leases
2,173
334
Loan Repayments
(2,173)
(250)
Issue of new share capital (net of costs)
1,180
100
-----------------
-----------------
Net cash from financing activities
906
(92)
-----------------
-----------------
Net increase/(decrease) in cash and cash equivalents
5
(1,447)
Cash and cash equivalents at beginning of the period
3,111
4,558
------------------
------------------
Cash and cash equivalents at end of the period
3,116
3,111
=========
=========
Reconciliation of net cashflow to movement in net debt: Year ended Year ended
31 March 2019 31 March 2018
£000 £000
Net increase/(decrease) in cash and cash equivalents 5 (1,447)
New loans (2,000) -
Finance leases (173) (334)
Repayment of loans 2,173 250
----------------- -----------------
Movement in net debt in the year 5 (1,531)
Net debt at 1 April 2018 777 2,308
----------------- ------------------
Net Debt at 31 March 2019 782 777
========= =========
The net debt comprises:
Year ended
31 March 2019
£'000
Year ended
31 March 2018
£'000
Cash
3,116
3,111
Current loans
(361)
-
Current leases
(156)
(101)
Non-current loans
(1,523)
(2,000)
Non-current leases
(294)
(233)
- -----------------
- -----------------
Net Debt at 31 March 2019
782
777
=========
=========
TAVISTOCK INVESTMENTS PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2019
1. ACCOUNTING POLICIES
Principal accounting policies
The Company is a public company limited by share capital, incorporated in the United Kingdom with registered company number 05066489 and its registered office at 1 Bracknell Beeches, Old Bracknell Lane, Bracknell, Berkshire RG12 7BW. 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
New standards not yet adopted
The following standards have been published but are not yet effective, and in the opinion of the Directors will not have a material impact on the Group's financial statements:
· IAS 1 Presentation of Financial Statements (effective 1 January 2020)
· IAS 12 Income taxes (effective 1 January 2020)
· IAS 19 Employee Benefits (effective 1 January 2019)
· IAS 23 Borrowing costs (effective 1 January 2019)
· IAS 28 Investments in Associates and Joint Ventures (effective 1 January 2019)
IFRS 16
IFRS 16 was issued in January 2016 and is effective for periods commencing 1 January 2019. It will result in almost all leases being recognised on the balance sheet by lessees, as the distinction between operating and finance leases is removed. Under the new standard, an asset (the right to use the leased item) and a financial liability to pay rentals are recognised. The only exceptions are short-term and low-value leases.
The Group's activities as a lessee are not material and hence the Group does not expect any significant impact on the financial statements. However, some additional disclosures will be required from next year.
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
The Group has adopted IFRS 15 for the first time in these financial statements and no adjustment to the numbers reported has been required as a consequence.
Revenues within the advisory business are predominantly comprised of advisory support commissions. Revenues within the investment management business are predominantly comprised of commissions related to the level of funds under management. All revenues arise over time and are received in arrears, none are linked to subsequent performance obligations. Costs directly attributable with fulfilment of a contract with a customer are recognised in the income statement in line with the revenue profile of that contract, resulting in prepayments where appropriate.
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.
During the year the Group has invested in the development of a number of key initiatives designed to generate additional FUM inflows. Where appropriate, this expenditure has been capitalised as intangible assets.
Intangible assets are initially recognised at cost.
Costs that are directly associated with the production of identifiable and unique products controlled by the group and capable of producing future economic benefits are recognised as intangible assets. Direct costs include employee costs and directly attributable overheads. After recognition, under the cost model, intangible fixed assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.
Development costs are recognised as assets only if all of the following conditions are met:
· An asset is created that can be separately identified;
· It is probable that the asset created will generate future economic benefits; and
· The development cost of the asset can be measured reliably.
All intangible assets are considered to have a finite useful life and are only amortised once ready for use. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
Expenditure not capitalised as an intangible asset has been treated as a prepayment and will be released to the profit and loss account over the three year life of that initiative.
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
Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortised cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the income statement over the period of the borrowings using the effective interest method.
Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the balance sheet date.
Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases (net of any incentives received from the lessor) are charged to the income statement on a straight-line basis over the period of the lease.
Where the Group enters into a lease which transfer to it the substantial risks and rewards associated with that asset, an asset and corresponding liability are recognised as the future minimum value of lease payments and amortised using the effective rate of interest.
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.
Tangible fixed assets
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 years straight line
Office fixtures, fittings & equipment - 5 years straight line
Motor vehicles - 3-7 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 tangible fixed assets 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.
Provisions
Provision is made on a case by case basis in respect of the cost of defending claims and, where appropriate, the estimated cost of settling claims. Where recovery of the cost of settlement is expected to be virtually certain, a corresponding asset is recognised to offset the provision. Any net provision is recognised in the Group's income statement.
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 impaired goodwill by £30k in the year (2018: £Nil).
Revenue recognition
An estimate of one month of accrued income is based on the monthly average income in the year.
Deferred tax
Where the Group has recognised a deferred tax asset it is in the Directors belief that this will be realised in the medium term. The timing and size of anticipated taxable profits is subject to uncertainty and therefore the asset recognised is subject to estimates made by the Directors around the size and timing of taxable profits.
Internally Developed Intangible Assets
Included in the amount capitalised in respect of key initiatives are apportioned staff costs. Staff costs are capitalised where the relevant staff member is directly involved in the product development process. Management estimate the amount of time each employee has spent on each project during the reporting period and prorate the staff costs accordingly.
Share based payments
The share based payment charge to the Profit or Loss account results from the operation of the Black-Scholes Model in respect of share options granted by the Company as referred to in more detail in note 16.
Amortisation of Development costs and other Intangibles
Product development costs are being amortised over 5 years. The estimated useful economics lives of the intangible assets are based on management's judgement and experience. When management identifies the actual useful economic lives differ materially from the estimates used to calculate amortisation, that charge is adjusted prospectively. Key initiative costs capitalised have not been amortised in the current year as they were not ready.
Contract fulfilment costs
Certain costs included in the development of key initiatives have been treated as a prepayment and will be released to the Profit or Loss account over the three year life of that initiative.
Claims provision
As outlined in note 12, having sought legal advice the Directors consider it appropriate to make a provision for potential liabilities arising as a consequence of the fraudulent activities of a former adviser. An equivalent receivable provision has also been made (see note 10) as the Directors believe that any liability that might ultimately arise is fully covered by the professional indemnity insurance policies that the Group has in place.
3. SEGMENTAL INFORMATION
A segmental analysis of revenue and expenditure for the period is:
Investment Management
Advisory
Support
2019
Investment Management
Advisory
Support
2018
£'000
£'000
£'000
£'000
£'000
£'000
REVENUE
Fees and Commissions
4,878
22,464
27,342
3,635
25,177
28,812
Cost of Sales
(223)
(15,975)
(16,198)
(304)
(18,028)
(18,332)
Administrative Expenses
(1,914)
(6,677)
(8,591)
(1,492)
(5,978)
(7,470)
Unallocated group costs
(2,397)
(2,521)
-------------
-------------
Profit from operations
156
489
======
======
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's revenue was generated exclusively within the UK.
4.
PROFIT FROM OPERATIONS
2019
2018
£'000
£'000
This is arrived at after charging:
Staff costs (see note 5)
6,871
6,524
Depreciation
199
147
Amortisation of intangible fixed assets
855
824
Operating lease expense - property
249
358
Loss on disposal of fixed assets
(15)
-
Auditors' remuneration in respect of the Company
7
9
Audit of the Group and subsidiary undertakings
57
51
Auditors' remuneration - non-audit services -interim
2
2
Auditors' remuneration - non-audit services -taxation
14
12
-------------
-------------
80
74
======
======
5.
STAFF COSTS
2019
2018
£'000
£'000
Staff costs for all employees, including Directors consist of:
Wages, fees and salaries
5,702
5,511
Social security costs
627
645
Pensions
294
233
-----------
-----------
6,623
6,389
Share based payment charge
248
135
-----------
-----------
6,871
6,524
=====
=====
2019
2018
The average number of employees of the group during the year
Number
Number
was as follows:
Directors and key management
9
8
Operations and administration
136
125
-----------
-----------
145
133
======
======
The remuneration of the highest paid director was £289,043 (2018: £230,310). The total remuneration of key management personnel was £1,597,789 (2018: £1,284,693).
Directors' Detailed Emoluments
Details of individual Directors' emoluments for the year are as follows:
Salary & fees
Benefits in kind & allowances
Pension contributions
Total
2019
Total
2018
£
£
£
£
£
O Cooke
180,000
34,193
27,000
241,193
212,185
B Raven
220,000
36,043
33,000
289,043
230,310
P Dornan*
25,000
-
-
25,000
14,583
R Rennison*
25,000
-
-
25,000
25,000
P Young*
-
-
-
-
10,417
----------------
----------------
--------------
----------------
----------------
450,000
70,236
60,000
580,236
492,495
========
=======
=======
=======
=======
* Denotes non-executive Director
P Young resigned as a director on 31 July 2017.
All pension contributions represent payments into defined contribution schemes.
6.
TAXATION ON PROFIT FROM ORDINARY ACTIVITIES
2019
2018
£'000
£'000
Current tax credit
-
(6)
Deferred tax charge/(credit)
4
(23)
------------
------------
Tax charge/(credit) for the year
4
(29)
======
======
The tax assessed for the period differs from the standard rate of corporation tax in the UK applied to profit before tax.
2019
2018
£'000
£'000
(Loss)/profit on ordinary activities before tax- continuing Operations
(118)
221
Profit on ordinary activities before tax - discontinued Operations
-
25
------------
------------
Total (Loss)/profit on ordinary activities before tax
(118)
246
======
======
(Loss)/profit on ordinary activities at the standard rate of corporation tax in the UK of 19% (2018: 19%)
(22)
47
Effects of:
Unutilised losses
-
-
Expenses not deductible for tax purposes
65
56
Other timing differences
-
-
Differences between capital allowances and depreciation
24
(46)
Adjustments to prior periods
-
(6)
Non-taxable income
-
(399)
Adjust closing deferred tax to average rate of tax
(75)
(5)
Deferred tax not recognised
12
324
-----------
-----------
Tax charge/(credit) for the year
4
(29)
======
======
7.
EARNINGS PER SHARE
2019
2018
£'000
£'000
Earnings per share has been calculated using the following:
Earnings (£'000)
(122)
275
Weighted average number of shares ('000s)
550,968
536,951
--------------
--------------
Basic profit per ordinary share
0.00p
0.05p
=======
=======
Earnings 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. There would be no dilutive impact were the share options to be exercised.
8.
TANGIBLE FIXED ASSETS
Motor
Computer
Office fixtures, fittings and
Vehicles
equipment
equipment
Total
£'000
£'000
£'000
£'000
Cost
Balance at 1 April 2017
28
299
584
911
Additions
-
148
141
289
Disposals
-
(160)
(127)
(287)
---------
---------
--------------
---------------
Balance at 31 March 2018
28
287
598
913
---------
---------
--------------
---------------
Additions
-
36
243
279
Disposals
-
(164)
(20)
(184)
Transfers
-
125
(125)
-
---------
---------
--------------
---------------
Balance at 31 March 2019
28
284
696
1,008
---------
---------
--------------
---------------
Accumulated depreciation
Balance at 1 April 2017
15
207
308
530
Depreciation charge
4
50
93
147
Disposals
-
(141)
(113)
(254)
---------
---------
--------------
---------------
Balance at 31 March 2018
19
116
288
423
---------
---------
--------------
---------------
Depreciation charge
4
145
49
198
Disposals
-
(179)
(20)
(199)
Transfers
-
(21)
21
-
---------
---------
--------------
---------------
Balance at 31 March 2019
23
61
338
422
---------
---------
--------------
---------------
Net Book Value
At 31 March 2019
5
223
358
586
=====
=====
=====
=====
At 31 March 2018
9
171
310
490
=====
=====
=====
======
Included in Office fixtures, fitting and equipment are assets acquired under lease agreements with a net book value of £426,000 (2018: £323,000). Depreciation charged on leased assets was £85,000 (2018: £46,000).
9.
INTANGIBLE ASSETS
Customer
Regulatory
Goodwill
Internally
& Adviser
Approvals
Arising on
Developed
Relationships
& Systems
Consolidation
Assets
Total
£'000
£'000
£'000
£'000
£'000
Cost
Balance at 1 April 2017
5,415
1,815
14,751
474
22,455
Additions
-
-
-
6
6
-------------
-------------
-------------
------------
---------------
Balance at 31 March 2018
5,415
1,815
14,751
480
22,461
-------------
-------------
-------------
------------
---------------
Additions
702
-
-
944
1,646
-------------
-------------
-------------
------------
---------------
Balance at 31 March 2019
6,117
1,815
14,751
1,424
24,107
-------------
-------------
------------
------------
---------------
Accumulated amortisation
Balance at 1 April 2017
1,730
566
205
-
2,501
Amortisation
491
222
-
111
824
-------------
-------------
-------------
------------
---------------
Balance at 1 April 2018
2,221
788
205
111
3,325
-------------
-------------
-------------
------------
---------------
Amortisation
559
171
-
125
855
Impairment
-
-
30
-
30
------------
-----------
-----------
------------
---------------
Balance at 31 March 2019
2,780
959
235
236
4,210
-----------
------------
------------
------------
---------------
Net Book Value
At 31 March 2019
3,337
856
14,516
1,188
19,897
======
======
======
======
=======
At 31 March 2018
3,194
1,027
14,546
369
19,136
======
======
======
======
=======
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.
Internally Developed Assets predominately represent costs associated with various initiatives described in the Chairman's Statement. These have not been amortised in the current year as they were not ready for use.
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
2019
31 March
2018
£'000
£'000
Financial Advisory business
12,601
12,631
Investment Management business
1,915
1,915
-------------
-------------
14,516
14,546
======
======
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 anticipated future revenues from FUM introduced by each acquired entity. It is also assumed a discount rate of 15%. It is considered that any reasonably possible changes in the key assumptions (including 0% growth rate and an increased discount rate of 20%) would not result in an impairment of the present carrying value of the goodwill. In all scenarios, the recoverable amount exceeded the carrying value.
10.
TRADE AND OTHER RECEIVABLES
31 March 2019
31 March 2018
£'000
£'000
Trade receivables
1,391
2,018
Prepayments and accrued income
1,339
1,180
Other receivables
2,623
136
-------------
-------------
5,353
3,334
======
======
Included within other receivables is the sum of £2,450,000 being the estimated amount recoverable from insurers in connection with the provision detailed in note 12.
11.
LIABILITIES
31 March 2019
31 March 2018
£'000
£'000
Current liabilities
Trade payables
1,071
2,101
Accruals
646
829
VAT and social security liabilities
184
222
Other payables
869
350
Deferred consideration on acquisitions
655
1,100
Finance leases
156
101
Loans
361
-
-------------
-------------
3,942
4,703
======
======
Non-current liabilities
Trade payables
13
-
Deferred consideration
310
-
Finance leases
Loans
294
1,523
233
2,000
-----------
------------
2,140
2,233
======
======
Included within loans as at 31 March 2019 is a £1.884 million, 5 year loan facility from Natwest entered into in November 2018. This facility is secured by a fixed and floating charge over the assets of the Group. The loan carries an interest rate of 5.12% over the Bank of England base rate. £1,523,000 is due between two and five years.
Included within loans as at 31 March 2018 is a £2 million loan facility provided by Assetz SME Capital Ltd which was repaid in full in November 2018.
Of the finance costs recognised in the year of £274,000 (2018: £268,000), £55,000 (2018: £46,000) related to finance leases with the balance related to bank loans.
12.
PROVISIONS
Total
£'000
Balance at 1 April 2018
40
Payments to settle claims
58
Provisions released
(83)
Additional provisions
2,450
-------------
Balance at 31 March 2019
2,465
=======
In December 2018, Mr Neil Bartlett one of the Group's former advisers was found guilty of fraud and was sentenced to eight years imprisonment. As a consequence of his actions, the subsidiary company within the Group with which he was previously associated has been approached by a number of victims, the majority of whom were previously unknown to the company, seeking to recover monies stolen from them by Mr Bartlett.
All steps are being taken by the Group to refute these approaches and to address them individually in an appropriate manner. Having sought legal advice, the Directors consider it appropriate to make a provision of £2,450,000 regarding this matter. This provision is matched by an equivalent receivable provision (see note 10) as the Directors believe that any liability that might ultimately arise is fully covered by the professional indemnity insurance policies that the Group has in place.
13.
DEFERRED TAX
The Directors anticipate that the Deferred tax asset relating to losses brought forward will be realised within the medium term.
Total
£'000
Balance at 1 April 2018
(405)
Deferred tax charge in the year
(4)
-------------
Balance at 31 March 2019
(409)
=======
The deferred tax provision comprises:
31 March 2019
31 March 2018
£'000
£'000
Unutilised tax losses
(321)
(321)
Deferred tax on intangibles
544
726
Other timing differences
186
-
-------------
-------------
409
405
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 2019
31 March 2018
£'000
£'000
Loans, accrued income and receivables
Trade receivables
1,391
2,018
Accrued income
678
840
Other receivables
173
136
======
======
The table below illustrates the due date of trade receivables:
31 March 2019
31 March 2018
£'000
£'000
Current
917
2,018
31 - 60 days
177
-
61 - 90 days
179
-
91 - 120 days
20
-
121 and over
98
-
-------------
-----------
1,391
2,018
======
======
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 year.
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.
Loan Covenants
The Group has provided various performance covenants to NatWest bank in connection with the new loan facility entered into in November 2018. These give rise to a risk of non-compliance which the Group mitigates by continually monitoring its performance against the covenants.
Cash at bank and cash equivalents
31 March 2019
31 March 2018
£'000
£'000
At the year end the Group had the following cash balances:
3,116
3,111
======
======
Cash at bank comprises Sterling cash deposits held within a number of banks. At 31 March 2019, £198,000 (2018: £197,000) 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.
31 March 2019
£'000
31 March 2018
£'000
Financial liabilities at amortised cost
Trade payables
1,084
2,101
Accruals
648
829
======
======
The table below illustrates the ageing of trade payables:
31 March 2019
31 March 2018
£'000
£'000
Current
954
1,950
31 - 60 days
130
65
61 - 90 days
-
-
91 - 120 days
-
-
121 and over
-
86
----------------
---------------
1,084
2,101
========
========
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 its 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.
The Group monitors both its operating and overall working capital with reference to key ratios such as gearing and regulatory capital requirements.
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 2019
31 March 2018
£'000
£'000
Called up share capital
Allotted, called up and fully paid
575,295,801 Ordinary shares of 1 pence each
(2018: 537,186,045 shares of 1 pence each)
5,753
5,371
30,450,078 Deferred shares of 9p each
2,741
2,742
465,344,739 Deferred "A" shares of 0.99 pence each
4,607
4,607
------------
------------
13,101
12,720
======
======
On 19 November 2018, 38,109,756 new Ordinary shares of 1p were issued at an issue price of 3.28p.
The largest participant in the fundraising was Lighthouse Group plc which subscribed £1 million to acquire 30,487,805 shares, representing a 5.30% holding in the enlarged share capital of the Company.
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 earnings Cumulative net gains and losses recognised in the consolidated statement of comprehensive income.
16.
SHARE BASED PAYMENTS
During the year the Company issued options over 64,232,500 Ordinary shares.
These options have been valued using the Black-Scholes pricing model. The weighted average of the assumptions used in the model are:
31 March 2019 31 March 2018
Share price at grant
3.06p 2.92p
Exercise price
6.17p 5.25p
Expected volatility
62% 62%
Expected life
4 years 5 years
Risk free rate
1.2% 1.1%
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.
31 March 2019
31 March 2018
Weighted
Weighted
average price
average price
(pence)
Number
(pence)
Number
Outstanding at the beginning of the year
5.25
75,429,099
5.18
21,220,000
Granted during the year
6.17
64,232,500
5.25
64,461,500
Lapsed during the year
5.40
(10,003,800)
5.25
(10,252,401)
-------------------
-------------------
Outstanding at the end of the period
5.70
129,657,799
5.23
75,429,099
=========
=========
The exercise price of options outstanding at the end of the year, 4,570,000 of which had vested and were exercisable, was 5.70p and their weighted contractual life was 5.06 years.
There were no options over Ordinary shares exercised in the period. The weighted average fair value of each option granted during the current period was assessed as being 1p and their weighted average contractual life was 4 years.
17.
LEASING COMMITMENTS
31 March 2019
31 March 2018
£'000
£'000
The Group's future minimum lease payments fall due as follows:
Not later than 1 year
248
275
Later than 1 year and not later than 5 years
391
607
-------------
-------------
639
882
=====
=====
18. RELATED PARTY TRANSACTIONS
During the year, Tavistock Wealth Limited received fees of £4,409,048 (2018: £3,290,000) under the terms of an agreement entered into with Investment Fund Services Limited ("IFSL"). IFSL is a company of which Andrew Staley, a significant shareholder in Tavistock Investments Plc, is a Director.
During the year, the Group commissioned £8,434 (2018: £Nil) of marketing and promotional services from Pumphouse Limited, a Company of which Jamie Raven, Brian Raven's son, is a Director.
TAVISTOCK INVESTMENTS PLC Company number 05066489
COMPANY BALANCE SHEET
AS AT 31 MARCH 2019
At 31 March 2019
At 31 March 2018
£'000
£'000
£'000
£'000
Fixed assets
Investments
III
22,479
22,110
Tangible fixed assets
IV
437
312
Intangible fixed assets
V
251
370
-----------------
-----------------
23,167
22,792
Current assets
Debtors
VI
1,197
964
Cash at bank and in hand
VIII
349
278
-----------------
-----------------
1,546
1,242
Creditors: amounts falling due within
one year
IX
(6,106)
(4,265)
----------------
----------------
Net current liabilities
(4,560)
(3,023)
Debtors: amounts falling due after one year
VII
299
299
Creditors: amounts falling due after one year
X
(1,766)
(2,000)
---------------
---------------
Total assets less total liabilities
17,140
18,068
=======
=======
Capital and reserves
Called up share capital
XI
13,101
12,720
Share premium account
5,681
4,882
Retained reserves
(1,642)
466
------------------
------------------
Shareholders' funds
17,140
18,068
=========
=========
The loss of the parent company for the year was £2,356,000 (2018: £208,000)
The financial statements were approved by the Board and authorised for issue on 14 May 2019.
Oliver Cooke
Chairman
TAVISTOCK INVESTMENTS PLC
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2019
Share
Capital
Share
Premium
Retained deficit
Shareholder
funds
£'000
£'000
£'000
£'000
31 March 2017
12,685
27,818
(22,461)
18,042
Issue of shares
35
64
-
99
Loss before and after tax
-
-
(208)
(208)
Equity settled share based payments
-
-
135
135
Reduction of share premium
-
(23,000)
23,000
-
-------------
-------------
-------------
-------------
31 March 2018
12,720
4,882
466
18,068
-------------
--------------
--------------
-------------
Issue of shares
381
869
-
1,250
Cost of share issue
-
(70)
-
(70)
Loss before and after tax
-
-
(2,356)
(2,356)
Equity settled share based payments
-
-
248
248
-------------
--------------
---------------
--------------
31 March 2019
13,101
5,681
(1,642)
17,140
-------------
--------------
--------------
-------------
On 27 February 2018, the Group reduced its share premium account by £23m by special resolution and by sanction of the Courts, resulting in a corresponding transfer of this balance to retained earnings.
.
TAVISTOCK INVESTMENTS PLC
NOTES FORMING PART OF THE COMPANY FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2019
I. ACCOUNTING POLICIES
The principal accounting policies applied are summarised below.
Basis of preparation
The financial statements have been prepared under the historical cost convention as modified by the revaluation of Tangible Assets and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the United Kingdom and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the company's accounting policies (see note 2 in the Group financial statements).
These accounts do not include a Cashflow Statement, or a Financial Instruments note, as these are disclosed in the Group financial statements.
All accounting policies that are not unique to the company are listed on pages 30-32. All additional accounting policies have been applied as follows:
Going concern
The Directors' are of the opinion that the Company has sufficient working capital for the foreseeable future and on this basis, consider it appropriate that the accounts have been prepared on a going concern basis.
Valuation of investments
Investments held as fixed assets are stated at cost less any provision for impairment in value.
II. LOSS FOR THE FINANCIAL PERIOD
The Company has taken advantage of the exemption allowed under s408 of the Companies Act 2006 and has not presented its own profit and loss account in these financial statements. The Company's loss for the year was £2,356,000 (2018: Loss of £208,000).
All staff are employed under Tavistock Investments Plc and staff numbers are shown in note 5. Total staff costs total £557,658 (2018: £1,427,000).
III.
INVESTMENTS
31 March 2019
31 March 2018
£'000
£'000
Subsidiary undertakings
Cost
Balance at 1 April 2018
22,437
22,687
Additions
399
-
Disposals
-
(250)
--------------
--------------
Balance at 31 March 2019
22,836
22,437
Provisions for impairment
Balance at 1 April 2018
(327)
(327)
Impairment charge
(30)
-
--------------
--------------
Balance at 31 March 2019
(357)
(327)
--------------
--------------
Carrying value of investments
22,479
22,110
=======
=======
At the year end the Company had the following wholly owned subsidiaries:
Registered Office Address
Name
Holding
1 Bracknell Beeches, Old Bracknell Lane, Bracknell, RG12 7BW
Tavistock Wealth Limited
Direct
Tavistock Partners Limited
Direct
Sterling McCall Limited
Indirect
Tavistock Partners (UK) Ltd
Direct
Duchy Independent Financial Advisers Limited
Direct
Price Bailey Financial Services Limited
Direct
Tavistock Private Client Limited
Indirect
Cheviot Financial Planning Limited (dissolved in year)
Indirect
The Tavistock Partnership Limited
Direct
Tavistock Direct Limited
Direct
Tavistock Estates Planning Services Limited
Direct
1, The Cornerstone Market Place, Kegworth, Derby DE74 2EE
Cornerstone Asset Holdings Limited
Direct
26 Upper Pembroke Street, Dublin 2, Ireland
Tavistock Wealth (Global) Limited
Direct
30, Boulevard Royal, L-2449 Luxembourg, Grand-Duché de Luxembourg
Tavistock S.à.r.l.
Direct
IV.
TANGIBLE FIXED ASSETS
Office fixtures,
Computer
fittings and
equipment
equipment
Total
£'000
£'000
£'000
Cost
Balance at 1 April 2018
62
439
501
Additions
20
234
254
Disposals
(31)
-
(31)
---------
--------------
---------------
Balance at 31 March 2019
51
673
724
---------
--------------
---------------
Accumulated depreciation
Balance at 1 April 2018
33
156
189
Depreciation charge
17
112
129
Disposals
(31)
-
(31)
---------
--------------
---------------
Balance at 31 March 2019
19
268
287
---------
--------------
---------------
Net Book Value
At 31 March 2019
32
405
437
=====
=====
=====
At 31 March 2018
29
283
312
=====
=====
======
Included in Office fixtures, fittings and equipment are assets acquired under lease agreements with a net book value of £360,000 (2018: £237,000).
V.
INTANGIBLE FIXED ASSETS
Computer software
£'000
Cost
Balance at 1 April 2018
490
Additions
9
Disposals
(3)
---------------
Balance at 31 March 2019
496
---------------
Accumulated amortisation
Balance at 1 April 2018
120
Amortisation charge
128
Disposals
(3)
---------------
Balance at 31 March 2019
245
---------------
Net Book Value
At 31 March 2019
251
=====
At 31 March 2018
370
======
VI.
DEBTORS: due within one year
31 March 2019
31 March 2018
£'000
£'000
Trade debtors
-
15
Prepayments and accrued income
227
244
Other debtors
152
96
Amounts owed by subsidiary undertakings
818
609
------------
------------
1,197
964
=====
=====
VII.
DEBTORS: due after one year
31 March 2019
31 March 2018
£'000
£'000
Deferred tax asset
299
299
------------
------------
299
299
=====
=====
The Directors anticipate that the Deferred tax asset relating to losses brought forward will be realised within the medium term.
VIII. CASH AND CASH EQUIVALENTS
31 March 2019
31 March 2018
£'000
£'000
Cash at bank and in hand
349
278
-------------
-------------
349
278
======
======
IX.
CREDITORS: amounts falling due within one year
31 March 2019
31 March 2018
£'000
£'000
Trade creditors
209
237
Accruals
130
225
Other tax and social security
224
114
Other creditors
136
340
Deferred consideration
500
1,100
Term loan
361
-
Amounts owed to subsidiary undertakings
4,546
2,249
------------
------------
6,106
4,265
======
======
X.
CREDITORS: amounts falling due after one year
31 March 2019
31 March 2018
£'000
£'000
Term loans
Other creditors
1,523
243
2,000
-
-------------
-------------
1,766
2,000
======
======
Details of the Company's borrowings are provided in note 11 of these financial statements.
XI. SHARE CAPITAL
Details of the Company's share capital and the movements in the period can be found in Note 15 to the consolidated financial statements.
XII. SHARE OPTIONS
EMI Share Option Scheme
Details of the share options outstanding at 31 March 2019 can be found in Note 16.
XIII. RELATED PARTY TRANSACTIONS
Advantage has been taken by the Company of the exemptions provided by Section 33.1A of FRS102 not to disclose group transactions in respect of wholly owned subsidiaries.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.ENDFR SFWFWLFUSESI
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