REG - Team PLC - Final Results
03/03/2025 07:15
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RNS Number : 9827Y Team PLC 03 March 2025
3 March 2025
("TEAM " or the "Company ")
Final Results
Total Client Assets Exceed £1 billion Threshold Driving a
Twofold Increase in Revenues
TEAM plc (AIM: TEAM), the wealth, asset management and complementary financial
services group, is pleased to announce its final audited results for the year
to 30 September 2024.
Financial Highlights
· Revenues increased to £10.3m (FY 23: £5.3m)
· Adjusted EBITDA loss of £1.6m (FY 23: £0.7m)
· Total client assets up 39% to £1.16bn (FY 23: £834m)
· £1.7m cash in bank as at 30 September 2024
· Post year-end the Company has raised an additional £2.36m through
debt and equity raisings
Operational Highlights
· The business now organised into three divisions:
o Investment Management - AUM £325m (203: £289m)
o Advisory - AUA £355m (2023: £369m)
o International - AUA £481m (2023: £180m)
· Investment Management had a strong year, achieving a 39% increase in
income, driven by significant capital inflows from both Advisory and direct
clients into the division's strongly performing Model Portfolio Service
("MPS").
· The reorganisation of the Advisory division led to a reduction in
comparable revenues during the period but this has laid the foundation for
future growth, including the launch of a new advisory business in Guernsey
· The International division experienced significant expansion, driven
by a full year of contributions from the Globaleye business, nine months from
the Neba businesses, and the growing self-employed adviser team. With all
businesses in the division now operating under the Neba brand, it is poised to
be the primary growth engine for the Group.
Outlook
· The outlook for the current financial year is strong, with planned
new fund launches, increased inflows, and an accelerated migration of client
assets to MPS.
· The Group's UCIT product launch, which will enable International
clients to more easily access the MPS is expected to launch in the Spring.
· Advisory business has had a strong start to the financial year,
adding new personnel, new clients and establishing a new office in Guernsey
· TEAM International aggressively growing adviser network across
specific regions and targeting 12 new senior hires in the current financial
year
Commenting on the results Mark Clubb, Executive Chairman of TEAM, said:
"We are concentrating our international efforts on the financial advisory
markets where growth is strongest, specifically the Middle East, Southeast
Asia, and Africa. Our business model is centered on recruiting talented
advisers and providing them with the support they need to thrive, from robust
compliance to a diverse product range and a competitive commission structure.
The divisional management team is highly incentivised to drive expansion. And
TEAM plc will benefit from the widespread distribution of our funds and
investment management services, without the heavy costs typically associated
with traditional fund distribution in competitive markets. It's a proven model
that we believe will fuel our future growth."
For further information, please contact:
Team plc Tel: +44 (0) 1534 877210
Mark Clubb / Matthew Moore
Strand Hanson (Nominated Advisor) Tel: +44 20 7409 3494
Richard Johnson / James Spinney / David Asquith
Oberon Capital (Broker to TEAM) Tel: +44 20 3179 0500
Michael Seabrook, Adam Pollock, Jessica Cave
Hannam & Partners (Financial Advisor to TEAM) Tel: +44 20 7907 8500
Giles Fitzpatrick / Richard Clarke
Novella Communications (Financial PR) Tel: +44 20 3151 7008
Tim Robertson / Safia Colebrook team@novella-comms.com
Further information on the Company can be found on its website
at www.teamplc.co.uk (http://www.teamplc.co.uk/)
This announcement contains inside information for the purposes of Article 7 of
the Market Abuse Regulation (EU) No. 596/2014, as it forms part
of UK domestic law by virtue of the European Union (Withdrawal) Act 2018,
as amended.
About TEAM plc
TEAM plc is building a new wealth, asset management and complementary
financial services group. With a focus on International Finance Centres, the
strategy is to build local businesses of scale around TEAM plc's core skill of
providing investment management services. Growth will be achieved via targeted
and opportunistic acquisitions, team and individual hires, collaboration with
suitable partners, and by organic growth and expansion.
TEAM plc has three principal activities, Investment Management, Advisory, and
International.
Investment Management provides discretionary investment management services,
model portfolios, bespoke portfolios and fund management services via fixed
income and equity fund vehicles. Total assets managed as at 30 September 2024
were £ 325 million (30 September 2023: £289 million).
Advisory - primarily for individuals resident in Jersey, investment
consultancy services to wealthy individuals and trusts and treasury advisory
service for institutions, professional advisers, trustees and high net worth
individuals. Total assets advised on as at 30 September 2024 were £355
million (30 September 2023: £365 million).
International is the Group's financial advisory, fund distribution and
insurance brokering services division covering Africa, the Middle East and
Asia. Total assets advised on as at 30 September 2024 were £481 million (30
September 2023: £180 million).
At 30 September 2024, the Group had 71 staff (30 September 2023: 87), with 24
in the UAE, 29 in Jersey, 8 in Malaysia, 7 in Singapore, 2 in South Africa and
1 in the UK (30 September 2023: 52 in the UAE, 29 in Jersey, 3 in Singapore
and 1 each in the UK, South Africa and Malaysia). There were also 68
self-employed advisers (30 Sept 2023 10).
Executive Chairman's Statement
Last year, I wrote about our "Path to Progress" and looked forward to
delivering "Further Progress." We have done just that over the 12-month
period.
Revenues nearly doubled to £10.3 million driven by our international
businesses. Total client assets have increased 39% to £1,160 million.
The investment management business's revenues grew by 39% as clients continued
to invest in our market competitive MPS range.
UCITS & Investment Strategy
Our core investment philosophy emphasizes diversification across asset
classes, regions, and styles.
We look to deliver steady consistent above average returns that align with our
mainly retail clients' objectives. All set within a suitable and appropriate
risk profile.
Our active, systematic investment approach continues to deliver for clients.
See below 2024 returns.
Sterling model Dollar model Euro model
Conservative 8.94% 8.51% 12.95%
Diversified income 2.72% 6.91%
Balanced 9.76% 9.05% 14.26%
Growth 10.94% 9.69% 15.60%
Equity 15.62% 13.67% 20.15%
By H2 of this financial year, our models will be unitised under a Dublin
"ManCo" provided by EPIC Fund Services. The launch of the TEAM UCITS fund
range will enhance client protection and outcomes through clear investment
guidelines, strong risk management, and transparency.
These funds will significantly broaden our global opportunity set, delivering
consistent performance based on our best ideas and extensive market expertise.
And all at extremely competitive fees to investors.
Epic Fund Services are already registered on most of the platforms our
advisers use for their clients. Including international. This will hasten
availability and fund flows.
Outside our MPS proposition, TEAM Asset Management started the year with
something of a flurry. In November we received an additional £11.4 million in
two segregated fixed income mandates.
Financial Momentum & Fundraising Success
My report would not be complete without referencing the share price.
At the beginning of April, the price was 22p, touching a low of 10p in
December.
Strategic Ventures Private Europe ('SVPE') reduced its stake from 20.7% (6.2m
shares) in January 2024 to 8.9% (3.5m shares), selling 2.7m shares. The good
news: SVPE fully exited with Salus Alpha, a Liechtenstein-regulated firm,
acquiring the shares in November 2024.
With the "overhang" cleared, and a steadier share price this strengthened our
position to raise the required funds.
Post period in December 2024, we successfully completed a Placing and
Subscription, along with the WRAP Retail Offer, raising gross proceeds of
approximately £1.1 million and welcoming new shareholder Salus Alpha. But the
bulk came from our long-standing shareholders, from the institutional to the
smallest private individual. Wonderful support so gratefully received.
Harwood Capital Management LLP subscribed £250,000 into the existing
Convertible Loan Note at a revised conversion price of 15p (previously 25p).
Again, their continued support is highly valued and appreciated.
We also announced a £1 million unsecured B Convertible Loan Note ("B" CLN)
issuance to NFG Capital Limited, with an 8% annual interest rate and a
three-year term. Drawable in tranches of £250,000. We have drawn the first
£250,000.
NFG specializes in private equity and structured finance investments across
sectors such as insurance, financial services, energy, infrastructure, and
real estate. They have a strategic international presence, operating in North
America, Europe, Africa, and the Middle East.
I look forward to further joint strategic initiatives with NFG.
Lastly, and most recently, we are today introducing two new strategic
investors, VT EPIC MA Growth Fund and VT EPIC Wealth Fund by issue of
5,686,750 of the new Ordinary Shares at 10p, raising £0.57 million.
This builds on the 2.36 million we have raised since the year-end further
strengthening our business, providing the capital needed to drive growth, and
enhancing our capabilities. With the availability of £750,000 to be drawn
from the NFG "B" CLN.
As our CFO writes, "the cash position of the business looks the healthiest it
has been."
Cost Efficiency & Financial Outlook
While raising these funds I have being giving some thought to other matters.
TEAM Plc remains loss making and we are actively reviewing costs.
We have already begun this year with circa £200,000 of group costs removed.
Each MD has been asked to review the costs. I believe they will identify
savings.
However, the best solution to profitability remains revenue growth,
particularly in investment management. UCITS funds will be a key driver,
converting advised assets into managed assets.
While we have yet to reach the "gliding" point of cash positivity, we are
closing in on "escape velocity," with accelerating momentum as we scale and
become more cost efficient.
Growth & Expansion
Regarding our Channel Islands "Financial Advice" companies, Concentric and
JCap, we have successfully launched our operations in Guernsey, with the year
starting encouragingly.
Concentric also is now recognized as a CISI Chartered Firm-one of only two in
Jersey.
Three new senior and experienced Jersey Wealth Consultants started 1st January
2025.
Both Concentric Consulting and treasury management team, JCap, have seen good
starts to the year. Both securing new long term contracts providing risk
analysis and reporting.
Internationally, our presence spans Singapore, Kuala Lumpur, Abu Dhabi, Dubai,
Durban, and Nairobi.
TEAM International, managed by John Beverly, is aggressively expanding its
adviser network in these regions. Our ambition extends further, to include
Europe (MiFID II) in the near future. Further unlocking new client and
recruitment opportunities.
I fully expect 12 additional International Advisers to join by the September
year end all with self-sustaining client bases.
Final Thoughts
To our colleagues, thank you. My role is to ensure you have the resources and
training to showcase your excellence to clients and peers.
To our clients, thank you for your trust and support.
To our shareholders, thank you. Your patience will be rewarded as we deliver
substantial shareholder value growth. "Escape Velocity" is within reach.
I am a substantial shareholder and have never been more excited or passionate
about our business. I will continue to support TEAM shares.
Mr J M Clubb
Executive Chair
28 February 2025
Performance and Strategic Report
Introduction
The Directors present their Strategic Report on the Group for the year ended
30 September 2024.
Overview
The Directors' aim is to provide long term capital appreciation for
Shareholders by building a profitable and sustainable business. Growth will be
sought through winning new clients and targeted acquisitions, underpinned by
investment in the support infrastructure.
The overall strategy is to promote the continued development of the Group into
a leading international wealth and asset management business. It is expected
that the Group's growth will be achieved through:
· an acquisition driven strategy to bring into the Group complementary
offshore and onshore wealth management and financial planning businesses;
· a focus on delivering revenue and cost synergies, leveraging our
increasing scale and breadth of services to gain a greater share of client
wallet and economies of scale for clients and the Group;
· identifying and delivering complementary services such as specialist
funds, cash management, and corporate services;
· the expansion into complementary locations - onshore UK, Crown
Dependencies, other International Finance Centres, and
· client growth through team and selective hires and targeted business
development.
The Directors believe that the successful execution of a buy and build
strategy to acquire incremental scale is likely to have the most meaningful
impact on the future value of the Group. The Directors also believe that
expansion in the faster growing international markets, rather than the slower
growing UK and Crown Dependencies markets, will also benefit the development
of the Group.
Key Performance Indicators (KPIs)
The key targets for the Directors are to:
· manage the business with a high standard of corporate governance;
· improve the operating performance of the Group to a cashflow positive
position;
· integrate and deliver the cost and revenue synergies identified in
the acquired businesses, specifically the use of TEAM Investment Management
services by advisers throughout the Group, and
· raise sufficient financing to enable the business to trade through to
an operating cashflow surplus and settle all outstanding deferred
consideration and debt instruments as they fall due.
Principal risks and uncertainties
Risk appetite is established, reviewed, and monitored by the Board. The Group, through the operation of its Committee structure, considers all relevant risks and advises the Board as necessary. The Group and each operating entity maintains a comprehensive risk register as part of its risk management framework encouraging a risk-based approach to the internal controls and management of the Group.
The Group seeks to ensure that its risk management framework and control environment is continuously evolving which the Board monitors on an ongoing basis.
Liquidity and capital risk: the Group's focus is on bringing the business to a positive cash flow position, whilst implementing its growth strategy. Before this goal is reached, the availability of sufficient liquid resources to meet the operating requirements of the business, and any deferred payments due to vendors of businesses to the Group, are closely monitored and a key element of any investment decisions taken.
Operational risk: operational risk is the risk of loss to the Group resulting from inadequate or failed internal processes, people, and systems, or from external events. Each trading entity conducts a business risk assessment to identify all risks faced, and to put in place effective mitigating controls and procedures. These are reviewed regularly.
Business continuity risk: the risk that serious damage or disruption may be
caused because of a breakdown or interruption, from either internal or
external sources, to the business of the Group. This risk is mitigated in part
by the Group having business continuity and disaster recovery arrangements.
Credit risk: the Board takes active steps to minimise credit losses, including the close supervision of credit limits and exposures, and the proactive management of any overdue accounts. Additionally, risk assessments are performed on an ongoing basis on all deposit taking banks and custodians and our outsourced relationships.
Non-compliance with laws and regulations risk: the Group has Compliance and
Operations functions resourced with appropriately qualified and experienced
individuals. The Directors monitor changes and developments in the regulatory
environment and ensure that sufficient resources are available for the Group
to implement any required changes.
S.172 Statement
As a Jersey company, TEAM plc does not fall under the UK Companies Act 2006
(the "CA 2006"), but we do follow the requirements under section 172 CA 2006
by which the Directors have a duty to promote the success of the Company for
the benefit of shareholders. In doing so, the Directors have regard to the
likely consequences of any decision in the long-term; the desirability of the
Company for maintaining a reputation for high standards of business conduct;
and the need to act fairly between members of the Company.
The Board considers that its primary stakeholders are shareholders, employees,
clients, suppliers and regulators. We set out below how we engage with our
stakeholders:-
Shareholders - contact with our shareholders is through several avenues which
include the Annual Report, Annual General Meeting, one-to-one meetings and
telephone conversations. Matters under discussion include strategy and its
execution and generating positive returns.
Employees - the Board engages with employees through a variety of methods,
including regular face-to--face meetings with the management teams of the
operating entities. The executive Directors are more actively engaged with
staff and are known personally to the management team.
Clients - the Group through its subsidiaries aims to provide investment and
advisory services that meet the needs of its clients. The Group's subsidiary
management teams update the Board on a regular basis on matters of client
service and performance, and new client requirements.
Suppliers - the Company places reliance on external third-party providers for
certain activities and services. The selection process and engagement with
these parties is undertaken by senior management to ensure the smooth
operation and delivery of services to the Company.
Regulators - two of the Company's subsidiaries are regulated by the JFSC, and
there are regulated entities operating in Guernsey, Singapore, the UAE, South
Africa, and the Federal Territory of Labuan (in Malaysia). Regular ongoing
communication with the regulators is maintained by the boards of the
respective operating companies and regular management information is supplied
as required. All Board members and key individuals of the regulated entities
are approved in their roles by the respective regulators, as are the
significant shareholders in TEAM plc.
The Performance and Strategic Report on pages 8-10 has been approved by the
Board and signed on its behalf.
Mr M C Moore
Chief Financial and Operating Officer
28 February 2025
Financial Overview
A summary of the Group's performance for the financial year is set out below:
Year to Year to
30 Sep 2024 30 Sep 2023
£'000 £'000
Revenues 10,279 5,323
Cost of sales (4,505) (924)
Operating expenses (8,653) (6,474)
Operating loss (2,879) (2,075)
Operating loss before exceptional items (2,815) (1,853)
Exceptional items (64) (222)
Operating loss after exceptional items (2,879) (2,075)
Fair value gains on deferred consideration 730 1,680
Impairment of goodwill (600) -
Share award expense 1 (13)
Other income and charges (173) (35)
Loss before tax (2,921) (443)
Tax 14 (2)
Loss after tax (2,907) (445)
Adjusted EBITDA, excluding exceptional items, is set out below:
Year to Year to
30 Sep 2024 30 Sep 2023
£'000 £'000
Loss after tax (2,907) (445)
Interest 173 35
Tax (14) 2
Depreciation 168 171
Amortisation of intangible assets 995 995
EBITDA (1,585) 758
Acquisition related expenses 64 222
Share award expense 1 13
Impairment of goodwill 600 -
Fair value adjustments (730) (1,680)
Adjusted EBITDA (1,650) (687)
Financial analysis
The results for the year to 30 September 2024 when compared to the prior year
were as follows:
Revenues
Total revenues rose 94% to £10.3 million (FY 23: £5.3 million) with a
significant increase from the contributions from the International businesses
acquired in 2023 and 2024.
Year to Year to
30 Sep 2024 30 Sep 2023
£'000 £'000
Investment Management 1,322 951
Advisory 2,003 3,040
International 6,953 1,332
Other 1 -
Total 10,279 5,323
Client assets
Total client assets increased year-on-year by 39% from £834 million to £1.16
billion as at 30 September 2024. This was through the significant flow into
MPS services provided by the Investment Management division from Advisory
clients, material new client wins in the investment consultancy services
within the Advisory division, and the inclusion of the acquired Globaleye
financial planning businesses.
Investment Advisory International Total
Management
£'m £'m £'m £'m
As at 30 Sept 2023 289 365 180 834
Net Inflows 11 (18) 216 209
Other including market performance 25 8 n/a 33
From acquired businesses - - 84 84
Total AUM/A at 30 Sept 2024 325 355 480 1,160
Investment Management
Investment Management saw a 39% increase in income as clients continued to
invest in the model portfolio services. Investment Management AUM as at 30
September 2024 rose to £325 million (30 September 2023: £289 million), a 12%
increase on last year.
We continue to benefit from the flow of client assets into the model portfolio
service. By 30 September 2024 the assets managed with the models were up to
£102 million, from £70 million at the start of the year. We continue to
attract advice clients into the models from the wider TEAM group, and
increasingly direct clients are adopting the models as they see the merits of
our systematic active investment process via the model, run on all the
investment platforms we work with.
Investment performance continues to be a great selling point for our
investment services, returning above our peers, with the flagship multi-asset
range of solutions delivering steady risk-adjusted returns over the prior
twelve months amidst volatile market conditions.
The launch of the unitised version of the model portfolios has been slower to
implement that originally expected, and we now expect these funds to be
available to clients in Spring 2025. We expect to see the clients of the
International division become the biggest acquirors of these funds and drive
significant new revenues in the division.
Advisory
Overall Advisory reported revenues of £2.0 million (FY 23: £3.0 million), a
33% difference, primarily due to a one-off legal settlement paid to the
Treasury Service business for £0.7m in FY 23, and the full year impact of
transferring investment management services from some clients to our
Investment Management division.
Excluding these one-off factors, business levels improved from the previous
year as the interest rate cycle moved into a period of falling rates, and the
rate of inflation has dropped back to more long-term levels. Client assets in
the period moved from £365m to £355m and since the New Year a team of highly
productive advisers joined the team and we expect a material uplift in client
assets to follow.
In FY 24 we launched an advisory business in Guernsey, a logical geographical
expansion, which has now been licensed and has begun trading. Revenues are now
coming through and we are positive on the prospects for the business to both
contribute to our cash flow and to win new clients to TEAM Investment
Management.
The historic regulatory issues with one of our acquired entities have now been
cleared with no financial penalties. The Advice division has completed its'
rebrand as the Concentric Group, with three divisions: Wealth for personal
financial advice, Consultancy for investment review and assessment, and
Treasury Services for cash yield and risk management services. All are now
located in one office in St Helier.
The Treasury Service business has enjoyed a more positive market, with the
increase in the returns on cash making the asset class of more interest to
investors. Building on this momentum, additional services have been developed
to offer current clients, and while a return to the historic levels of revenue
is some way away, the Treasury Service business has remained profitable.
International
The international business comprises of the acquired entities outside of the
Channel Islands. International generated revenues for the year to September
2024 of £7.0m, after £1.3 million for four months of FY 23, with an increase
seen in the level of business written by the expanded self-employed adviser
team, along with the contribution from a full year of trading from the
Globaleye acquisition, and nine months of contribution from the acquired Neba
businesses.
The necessary restructuring of the division is complete, with all activities
united under the Neba brand. The market for international financial advisory
services in the Middle East, SE Asia and Africa remains strong, with a
significantly higher growth rate expected when compared to the UK and Europe.
The division's business model is to recruit effective advisers, support them
with our compliance, marketing and business development resources, provide
them with access to the right investment and savings products for clients, and
have a market norm commission share arrangement with the advisers. The
management team is incentivised with a significant profit pool based on the
earning of the division. TEAM plc benefits from extensive distribution of our
funds and investment management services, without the heavy cost burden of
fund distribution into competitive marketplaces. With the completion of the
rebrand, and the launch of the TEAM funds, we expect the contribution from the
division to be the main driver of profit growth for the Group.
Expenses
Total expenses rose by 73% to £13.2 million (FY 23: £7.6 million) with the
inclusion of the two new International businesses (NEBA) in the year and the
first full year of the Globaleye businesses (2023: 4 months).
Year to Year to
30 Sep 2024 30 Sep 2023
£'000 £'000
Cost of sales 4,505 924
Staff costs 4,333 3,359
Non-staff costs 4,384 3,337
Adjusted total costs 13,222 7,620
Acquisition related expenses (64) (222)
Total 13,158 7,398
As at 30 September 2024, the total staff in TEAM was 71, down from 87 at 30
September 2023, while staff costs were up 30% to £4.3 million (FY 23: £3.3
million).The change in headcount is primarily from a reduction in
International and staff costs remained high in FY 24 but now align with the
ongoing size of the team.
Cost of sales were 387% higher at £4.5 million (FY 23: £0.9 million), a
result of the commissions paid to the self-employed advisors in Globaleye and
NEBA, which is a feature of the operating model for that business.
Non-staff costs were up 31% at £4.4 million (30 September 2023 £3.3
million), reflecting the full year contributions from Advisory, high inflation
in services seen in Jersey, and the costs from Globaleye.
Total costs in the Advice division were flat at £2.1m as costs savings in
Jersey were offset by new costs in Guernsey, for Investment Management costs
were up marginally at £1.8m (FY 23 £1.7m) as inflationary increases in
supplier costs kicked in, while PLC costs fell from £0.9m to £0.8m as costs
were actively cut.
Further costs cutting steps, especially in PLC, have already been taken and
will be seen in the FY 25 outcome.
Adjustments to EBITDA
Acquisition related expenses were £64k (FY 23: £222k) and included the
legal, regulatory and financial advice fees relating to the acquisition of
NEBA.
Share award expenses were £1k (30 September 2023: £13k) and reflect the cost
of equity to be issued to the executive directors which vested during the
period.
Fair value adjustments were a gain of £730k (30 September 2023: £1,680k),
being the reduction in the consideration payable to vending shareholders of
certain acquired subsidiaries (see note 15).
Impairment of goodwill was £600k (30 September 2023: £nil) reflecting the
loss of a material client in the Treasury Service division in FY 24.
Profit/Loss
The adjusted EBITDA was a loss of £1.7 million (FY 23: loss £0.7 million), a 141% increase. The most material change comes from a £1.0m decrease in contribution from Advice following the one-off settlement received in FY 23 (£0.7m), first time spend on setting up the Guernsey business (£0.2m) and a £0.4m reduction from Jersey Advice following the transfer of investment clients to the Investment Management division, which showed a corresponding increase in contribution.
Tax
Regulated financial services businesses in Jersey pay a flat corporation tax
rate of 10%. The Treasury Services business is not regulated and has a nil tax
rate. The Globaleye entities are subject to tax rates of 17% (Singapore), 3%
(Labuan), between 7 and 27%% (South Africa), and 0% (UAE and BVI). The
reduction in the tax recovery in the year reflects the group relief now
available for current period losses from the Investment Management division to
the Advisory division. The deferred tax asset of £168k (FY 23: £152k) is
expected to be utilised against the future profits generated in the Investment
Management Division.
Earnings/Loss per share
The headline loss per share increased to 8.6p from 2.0p. The adjusted loss per
share increased 58% to 4.9p from 3.1p.
Cash Flows
Cash as at 30 September 2024 decreased to £1.7 million (30 September 2023:
£1.9 million) as operating losses of £2.9 million (FY 23: £0.4 million)
were incurred, cash balances of £0.25 million were acquired in NEBA (FY 23:
£0.9 million for Globaleye), and further loan notes of £1.3 million were
issued. There were no deferred cash payments made in the period relating to
acquisitions (FY 23: £20k).
Statement of Financial Position
Net assets increased by 21% to £9.9 million (FY 23: £8.2 million), following
the acquisition of the Neba companies and the issue of new shares of £4.6
million (FY 23: £nil) less the £2.9 million of losses (FY 23: £0.4
million).
Going concern
The Directors have prepared financial projections along with sensitivity
analyses of reasonably plausible alternative outcomes, covering clients and
assets, cost inflation, the take up of Group services and the potential
acquisition of further businesses. Additional funding for the Group, both from
existing shareholders and new investors has also been secured after the period
end, with a successful equity raise completed in December 2024, further loan
financing secured, a new strategic equity investor and further equity
investment anticipated from new investors.
Taken together, the expected improvement in trading, the settlement of
deferred consideration, the new debt and equity finance raised and the plans
to mitigate the cost across the Group, gives the Board sufficient confidence
to consider the going concern basis to be appropriate for the accounts.
Dividends
The Board does not propose to pay a dividend in respect of the financial year ended 30 September 2024 (FY 23: £nil).
Mr M C Moore
CFO and COO
28 February 2025
Corporate Governance
The Board recognises the importance of sound corporate governance and has
adopted the Corporate Governance Guidelines for Smaller Quoted Companies
published in 2018 by the Quoted Companies Alliance (the "QCA Code"). The
Directors anticipate that whilst the Company will continue to comply with the
QCA Code, given the Group's size and plans, it will also endeavour to have
regard to the provisions of the UK Corporate Governance Code as best practice
guidance to the extent appropriate for a company of its size and nature.
Below are the 10 key governance principles as defined in the QCA Code and
details of how TEAM plc addresses each of these principles.
1. Establish a strategy and business model which promotes long-term value for shareholders
How it should be applied:
The Board must be able to express a shared view of the Company's purpose,
business model and strategy. It should go beyond the simple description of
products and corporate structures and set out how the Company intends to
deliver shareholder value in the medium to long-term. It should demonstrate
that the delivery of long-term growth is underpinned by a clear set of values
aimed at protecting the Company from unnecessary risk and securing its
long-term future.
How the Company applies it:
The Board is responsible for the Group's strategy. The operation of the Board
is documented in a formal schedule of matters reserved for its approval which
is reviewed annually. This includes the Group's strategic aims and objectives.
Further, the Group's strategy is explained fully within our Strategic
Report.
2. Seek to understand and meet shareholder needs and expectations
How it should be applied:
Directors must develop a good understanding of the needs and expectations of
all elements of the Company's shareholder base.
The Board must manage shareholders' expectations and should seek to understand
the motivations behind shareholder voting decisions.
How the Company applies it:
The Board is committed to regular shareholder dialogue with both its
institutional and retail shareholders.
The principal opportunity for the Board to meet shareholders is at the
Company's AGM, which shareholders are encouraged to attend.
The Company also has a dedicated email address which investors can use to
contact the Company. The CEO is responsible for reviewing all communications
received from shareholders and determining the most appropriate response.
3. Take into account wider stakeholder and social responsibilities and their implications for long-term success
How it should be applied:
Long-term success relies upon good relations with a range of different
stakeholder groups both internal (workforce) and external (suppliers,
customers, regulators, and others). The Board needs to identify the Company's
stakeholders and understand their needs, interests, and expectations.
Where matters that relate to the Company's impact on society, the communities
within which it operates or the environment have the potential to affect the
Company's ability to deliver shareholder value over the medium to long-term,
then those matters must be integrated into the Company's strategy and business
model.
Feedback is an essential part of all control mechanisms. Systems need to be in
place to solicit, consider and act on feedback from all stakeholder groups.
How the Company applies it:
The Directors believe that, in addition to its shareholders, the main
stakeholders of the Company are its clients, its employees, the communities in
which it operates and its two principal regulatory group bodies (the London
Stock Exchange, and the Jersey Financial Services Commission).
The Company acts with integrity, focuses on creating results and importantly
values people - from its members of staff to those who form the communities it
engages with.
The Company dedicates significant time to understanding and acting on the
needs and requirements of each of these groups by way of meetings dedicated to
obtaining feedback.
The Directors are available to discuss any matter stakeholders might wish to
raise.
4. Embed effective risk management, considering both opportunities and threats, throughout the organisation
How it should be applied
The Board needs to ensure that the Company's risk management framework
identifies and addresses all relevant risks to execute and deliver strategy;
companies need to consider their extended business, including the Company's
supply chain, from key suppliers to end-customer.
Setting strategy includes determining the extent of exposure to the identified
risks that the Company can bear and willing to take (risk tolerance and risk
appetite).
How the Company applies it
The Board is responsible for determining the nature and extent of significant
risks that may have an impact on the Group's operations, and for maintaining a
risk management framework. The Board is responsible for the management of risk
and regularly carries out a robust assessment of the principal risks and
uncertainties affecting the Group's business, discussing how these could
affect operations, performance, and solvency and what mitigating actions, if
any, can be taken. There is an annual review of the business risk
assessments.
5. Maintain the Board as a well-functioning, balanced team led by the Chairman
How it should be applied
The Board members have a collective responsibility and legal obligation to
promote the interests of the Company and are collectively responsible for
defining corporate governance arrangements. Ultimate responsibility for the
quality of, and approach to, corporate governance lies with the Chairman of
the Board.
The Board (and any Committees) should be provided with high quality
information in a timely manner to facilitate proper assessment of the matters
requiring a decision or insight.
The Board should have an appropriate balance between executive and
non-executive Directors and should have at least two independent non-
executive Directors. Independence is a Board judgement.
The Board should be supported by Committees (e.g. audit, remuneration,
nomination) that have the necessary skills and knowledge to discharge their
duties and responsibilities effectively.
How the Company applies it
The Board is responsible for the overall management of the Group including the
formulation and approval of the Group's long-term objectives and strategy, the
approval of budgets, the oversight of Group operations, the maintenance of
sound internal control and risk management systems and the implementation of
Group strategy, policies, and plans. While the Board delegates specific
responsibilities, there is a formal schedule of matters specifically reserved
for decision by the Board. Such reserved matters include, amongst other
things, approval of significant capital expenditure, material business
contracts and major corporate transactions. The Board meets regularly to
review performance.
The QCA Code recommends at least two members of the Board comprise
Non-executive Directors determined by the Board to be independent. The Board
is comprised of four Directors, of whom two are executive and two are
non-executive. The Board considers both the non-executives to be independent
and, as such, the Company complies with the requirements of the QCA Code in
this regard. The Board has a senior independent non-executive director.
The Board recognises that the QCA states that save in exceptional
circumstances, a Chairman should not also fulfil the role of chief executive.
The Company does not have a Chief Executive but relies on Mr J M Clubb as
Executive Chair and Mr M C Moore as Chief Financial Officer and Chief
Operating Officer to fulfil the duties of a Chief Executive. The Board
believes this is appropriate due to the Company having limited financial and
operational scale at present. The role and responsibilities of Mr J M Clubb
and Mr M C Moore are supported by shareholders. The Board however intends to
appoint a Chief Executive or Chairman in the future, at the appropriate
moment, and the role of Mr J M Clubb as an executive Director will be
reviewed. The Company is committed to having a majority of independent
Directors.
The Board has established an audit and risk Committee (the "Audit and Risk
Committee"), a nomination Committee (the "Nomination Committee") and a
remuneration Committee (the "Remuneration Committee") with formally delegated
responsibilities.
6. Ensure that between them the Directors have the necessary up-to-date experience, skills, and capabilities
How it should be applied
The Board must have an appropriate balance of sector, financial and public
markets skills and experience, as well as an appropriate balance of personal
qualities and capabilities. The Board should understand and challenge its own
diversity, including gender balance, as part of its composition.
The Board should not be dominated by one person or a Group of people. Strong
personal bonds can be important but can also divide a Board.
As companies evolve, the mix of skills and experience required on the Board
will change, and Board composition will need to evolve to reflect this
change.
How the Company applies it
The experience and knowledge of each of the Directors gives them the ability
to constructively challenge strategy and to scrutinise performance.
Mr J M Clubb brings leadership, sector expertise and experience of
substantially growing small businesses. Mr M C Moore brings sector expertise,
financial and operational leadership, and experience of acquisition led growth
strategies. Mr L P C Taylor, and Mr D J K Turnbull bring additional
strategic, regulatory, commercial, transaction and leadership experience
which will be invaluable as the Board pursues the Company's growth strategy
and continues to develop the Group.
Directors are expected to attend all meetings of the Board, which will all be
held in Jersey, and the Committees on which they sit, and to devote
sufficient time to the Group's affairs to enable them to fulfil their duties
as Directors. If Directors are unable to attend a meeting, their comments on
papers to be considered at the meeting will be discussed in advance with the
Chair so that their contribution can be included in the wider Board/Committee
discussion.
The Company Secretary ensures that all Directors are kept abreast of changes
in relevant legislation and regulations, with the assistance of the Company's
advisers where appropriate. The Executive Directors are subject to the
Company's performance development review process through which their
performance against predetermined objectives is reviewed and their personal
and professional development needs considered. The Directors are encouraged to
raise any personal development or training needs with the Chair.
7. Evaluate Board performance based on clear and relevant objectives, seeking continuous improvement
How it should be applied
The Board should regularly review the effectiveness of its performance as a
unit, as well as that of its Committees and the individual Directors.
The Board performance review may be carried out internally or, ideally,
externally facilitated from time to time.
The review should identify development or mentoring needs of individual
Directors or the wider senior management team.
It is healthy for membership of the Board to be periodically refreshed.
Succession planning is a vital task for Boards. No member of the Board should
become indispensable.
How the Company applies it
A process of formal annual Board evaluation took place during the period. In
addition, the Non-executive Directors met, without the Chair present, to
evaluate his performance.
The Nomination Committee is required to give recommendations to the Directors
where there are vacancies or where it is felt that additional Directors should
be appointed. For new appointments the search for candidates is conducted, and
appointments are made, on merit, against objective criteria and with due
regard for the benefits of diversity on the Board.
8. Promote a corporate culture that is based on ethical values and behaviours
How it should be applied
The Board should embody and promote a corporate culture that is based on sound
ethical values and behaviours and use it as an asset and a source of
competitive advantage.
The policy set by the Board should be visible in the actions and decisions of
the Chief Executive and the rest of the management team. Corporate values
should guide the objectives and strategy of the Company.
The culture should be visible in every aspect of the business, including
recruitment, nominations, training, and engagement. The performance and reward
system should endorse the desired ethical behaviours across all levels of the
company.
The corporate culture should be recognisable throughout the disclosures in the
Annual Report, website and any other statements issued by the Company.
How the Company applies it
The Board monitors and promotes a healthy corporate culture and has considered
how that culture is consistent with the Company's objectives, strategy, and
business model and with the description of principal risks and
uncertainties.
The Board has considered and assessed the culture as being inclusive,
transparent, and collaborative with appropriate behaviours. The Group has a
Code of Conduct, an Anti-bribery and Corruption Policy, and policies and
procedures relating to whistleblowing stating the Company's commitment to
conducting its business with honesty and integrity, its expectation that staff
will maintain high standards, and encouraging prompt disclosure of any
suspected wrongdoing. All such policies are available to view in the staff
handbook.
The terms of reference of the Audit Committee include reviewing the adequacy
and security of the Company's arrangements for its employees and contractors
to raise concerns, in confidence, about possible wrongdoing in financial
reporting or other matters and keeping under review the Company's procedures.
9. Maintain governance structures and processes that are fit for purpose and support good decision-making by the Board
How it should be applied
The Company should maintain governance structures and processes in line with
its corporate culture and appropriate to its:
· size and complexity; and
· capacity, appetite, and tolerance for risk.
The governance structures should evolve over time in parallel with its
objectives, strategy, and business model to reflect the development of the
Company.
How the Company applies it
The Board has an established Audit, Remuneration, Risk and Nomination
Committees which meet regularly in accordance with their terms of reference.
The details of these Committees, including their terms of reference and
composition, are set out in our website. This detail also includes the roles
and responsibilities of each of the Directors.
The matters reserved for the Board, are set out in the Board Terms of
Reference, and can be summarised as follows:
· Reviewing, approving, and guiding corporate
strategy, major plans of action, risk appetite and policies, annual budgets,
and business plans; setting performance objectives; monitoring.
· Implementation and corporate performance; and
overseeing major capital expenditures, acquisitions, and disposals.
· Monitoring the effectiveness of the Company's
governance arrangements and practices, making changes as needed to ensure the
alignment of the Company's governance framework with current
best practices.
· Ensuring that appointments to the Board or its
Committees are effected in accordance with the appropriate governance
process.
· Monitoring and managing potential conflicts of
interest of management, Board members, shareholders, external advisors, and
other service providers, including misuse of corporate assets and abuse in
related party transactions; and overseeing the process of external disclosure
and communications.
· The Board is also responsible for all other
matters of such importance as to be of significance to the Group as a whole
because of their strategic, financial, or reputational implications or
consequences.
At this stage the Board believes that the governance framework is appropriate
for a Company of its size, but it continues to keep this under review.
10. Communicate how the Company is governed and is performing by maintaining a
dialogue with shareholders and other relevant stakeholders
How it should be applied
A healthy dialogue should exist between the Board and all its stakeholders,
including shareholders, to enable all interested parties to come to informed
decisions about the Company.
Appropriate communication and reporting structures should exist between the
Board and all constituent parts of its shareholder base. This will assist:
· the communication of shareholders' views to the
Board; and
· the shareholders' understanding of the unique
circumstances and constraints faced by the
Company.
It should be clear where these communication practices are described (Annual
Report or website).
How the Company applies it
The Company is committed to open dialogue with all its stakeholders. The
Executive Chair liaises with the Company's principal shareholders, regulators
and, where appropriate, clients and relays their views to the wider Board.
On the Company's website, www.teamplc.co.uk, shareholders can find all
historical regulatory announcements, Interim Reports and Annual Reports.
Annual General Meeting Circulars are posted directly to all registered
shareholders or nominees and results of Annual General Meeting votes are also
published on the Company's website. As described earlier, the Company also
maintains email and phone contacts which shareholders can use to make
enquiries or requests.
The Non-executive Directors are available to discuss any matter stakeholders
might wish to raise, and the Executive Chair and Non-executive Directors will
attend meetings with investors and analysts as required.
Following the Company's AGM, the results of all votes will be made available
on its website.
By order of the Board
Mr M C Moore
CFO and COO
28 February 2025
The Board and its Committees
The Board is responsible for the overall management of the Group including the
formulation and approval of the Group's long-term objectives and strategy, the
approval of budgets, the oversight of Group operations, the maintenance of
sound internal control and risk management systems and the implementation of
Group strategy, policies, and plans. While the Board may delegate specific
responsibilities, there will be a formal schedule of matters specifically
reserved for decision by the Board. Such reserved matters will include,
amongst other things, approval of significant capital expenditure, material
business contracts and major corporate transactions. The Board meets regularly
to review performance.
The QCA Code recommends at least two members of the Board comprise
Non-executive Directors determined by the Board to be independent. The Board
is comprised of four Directors, of whom two are executive and two are
non-executive. The Board considers both the Non-executive Directors to be
independent (one of whom is the senior independent non-executive director)
and, as such, the Company complies with the requirements of the QCA Code in
this regard.
The Board recognises that the QCA states that save in exceptional
circumstances, a Chairman should not also fulfil the role of Chief Executive.
The Company does not have a Chief Executive but relies on Mr J M Clubb as
Executive Chair and Mr M C Moore as Chief Financial Officer and Chief
Operating Officer to fulfil the duties of a Chief Executive. The Board
believes this is appropriate due to the Company having limited financial and
operational scale at present. The roles and responsibilities of Mr J M Clubb
and Mr M C Moore are supported by shareholders. The Board, however, intends to
appoint a Chief Executive or Chairman in the future, at the appropriate
moment, and the role of Mr J M Clubb as an executive Director will be
reviewed.
The Board has established an audit and risk Committee (the "Audit and Risk
Committee"), a nomination Committee (the "Nomination Committee") and a
remuneration Committee (the "Remuneration Committee") with formally delegated
responsibilities. The reports of the chairs of these Committees are as
follows:
The Audit and Risk Report
The Audit and Risk Committee is chaired by Philip Taylor. Its other members is
David Turnbull, with Matthew Moore in attendance.
The Committee has primary responsibility for monitoring the quality of
internal controls and ensuring that the financial performance of the Company
is properly measured and reported on.
The Committee received and reviewed reports from the Company's management and
auditor for the annual accounts and the accounting and internal control
systems in use throughout the Group.
Further, the Committee advises the Board on the Group's overall risk appetite
and strategy, the risk assessment processes, including in relation to
compliance functions, and assisting in overseeing implementation of the
adopted strategy.
The Committee meets at least three times a year at appropriate intervals in
the financial reporting and audit cycle and otherwise as required. The
Committee also discusses Audit & Risk matters at meetings of the Board.
The Committee has unrestricted access to the Company's auditor.
The principal areas of focus during the year included the following items:
1. Reviewed the terms of reference for the Committee to monitor the
Committee's compliance.
2. Reviewed the internal control, compliance procedures, including monitoring
of progress on matters requiring improvement, and the group business risk
appetite.
3. Reviewed the Interim and Annual Report and financial statements.
4. Approved the management representation letter.
5. Review of the financial projections and related funding requirements of the
Group.
6. Review of the independence of the auditor, their fees and engagement
letter.
8. The Committee discussed the Audit Plan, the auditor's report and
significant issues arising during the audit with the auditor.
9. Reviewed the terms of the acquisition of Neba and the associated risks with
the Executive Directors. We received assurance that the risks could be
appropriately mitigated.
Appointment of the external auditor
The Committee proposed that Moore Stephens Audit and Assurance (Jersey)
Limited continue with their appointment as auditor.
Role of the external auditor
The Committee monitored the relationship with the external auditor to ensure
their independence and objectivity. Based on that assessment, the Committee
recommends to the Board the re-appointment of Moore Stephens Audit and
Assurance (Jersey) Limited. In assessing independence and objectivity, the
Committee considered the level and nature of services provided by Moore
Stephens Audit and Assurance (Jersey) Limited as well as confirmation from
them that they have remained independent within the meaning of the IESBA Code
of Ethics.
The auditor did not carry out any non-audit services during the year.
Audit process
The external auditor prepared an audit plan for the Committee's review. The
audit plan set out the scope of the audit, areas to be tested and audit
timetable. Following the audit, the auditor presented their findings to the
Audit Committee.
No major areas of concern were highlighted by the auditor during the year.
The principal matters discussed with the audit Committee were the valuation
of and accounting for intangible assets and the use of the going concern basis
for the preparation of the accounts.
Internal audit
The Group assessed the need for an internal audit function and considered that
in the light of the existing control environment and the financial position of
the business there is currently no requirement for a separate internal audit
function.
Mr L P C Taylor
Chairman of the Audit & Risk Committee
28 February 2025
Nomination Report
The Nomination Committee is chaired by David Turnbull and its other members
are Philip Taylor and Mark Clubb. Matthew Moore acts as its secretary.
The Nomination Committee assists the Board in discharging its responsibilities
relating to the composition of the Board. It is responsible for, and
evaluates, the balance of skills, experience, independence and knowledge of
the Board, its size, structure and composition, retirements, and appointments
of additional and replacement directors, and will make appropriate
recommendations to the Board on such matters. The Nomination Committee also
considers succession planning, considering the skills and expertise that will
be beneficial to the Board in the future.
The Committee met three times during the year. Each time it reviewed the terms
of reference, discussed the individual and collective suitability of Board
members, whether the Board had operated effectively, the Executive had
performed, and the non-executives had provided appropriate challenge and
guidance. It was agreed that the size of the Board was commensurate with the
current size of the business and that the composition provides TEAM with a
balanced, experienced, knowledgeable and informed Group of Directors who bring
strategic experience, foresight, and challenge to the Executive and, as such,
no changes were necessary to its membership although this should be reviewed
regularly as the Group grows. Succession planning was also discussed at each
meeting. The Committee noted that it considers the diversity or otherwise of
the Board and will continue to do so.
Mr D J K Turnbull
Chairman of the Nomination Committee
28 February 2025
Remuneration Report
The Directors present the Directors' Remuneration Report (the "Remuneration
Report") for the financial year ended 30 September 2024.
Composition and Role of the Remuneration Committee
As detailed within the Corporate Governance report, the Board has established
a Remuneration Committee which currently consists of the Non-Executive
Directors, chaired by Philip Taylor, who took over from Michael Gray following
his departure on 31 December 2024 .
The Committee determines and agrees with the Board the framework and policy of
Executive remuneration and the associated costs to the Group and is
responsible for the implementation of that policy. The Committee determines
the specific remuneration packages for each of the Executive Directors and no
Director or Senior Executive is involved in any decisions as to their own
remuneration. The Committee has access to information and advice provided by
the Executive Chairman and the CFO and has access to independent advice where
it considers it appropriate. The Committee meets at least twice a year.
This report explains how the Group has applied its policy on remuneration paid
to Executive Directors.
Framework and Policy on Executive Directors' Remuneration
The Group's remuneration policy is designed to provide competitive rewards for
its Executive Directors, considering the performance of the Group and the
individual Executives, together with comparisons to pay conditions throughout
the markets in which the Group operates. It is the aim of the Committee to
attract, retain and motivate high calibre individuals with a competitive
remuneration package. It is common practice in the industry for total
remuneration to be significantly influenced by bonuses.
The Committee takes the remuneration and employment conditions of its broader
employee population into account when setting the remuneration policy for its
Executive Directors. The Committee also considers its responsibilities to its
shareholders and wider economic environment and market developments.
The remuneration packages are constructed to provide a balance between fixed
and variable rewards. Therefore, remuneration packages for Executive Directors
normally include basic salary, bonuses, benefits in kind and share based
rewards. In agreeing the level of basic salaries and annual bonuses, the
Committee takes into consideration the total remuneration that Executives
could receive.
Basic Salary
Basic salaries are reviewed on an annual basis or following a significant
change in responsibilities. The Committee seeks to establish a basic salary
for each Executive determined by individual responsibilities and performance,
cognisant of comparable salaries for similar positions in companies of a
similar size in the same market.
Incentive Arrangements
Bonuses
These are designed to reflect the Group's performance, considering the
performance of its peers, the market in which the Group operates and the
Executive's contribution to that performance.
Performance related contractual incentive scheme
These are designed to reward performance by the Executive Directors.
Share based rewards
The Group does not have any options nor an Employee Share Ownership Trust
(ESOT).
Other Employee Benefits
Depending on the terms of their contract, the Executive Directors are entitled
to a range of benefits, including contributions to individual personal pension
plans, private medical insurance, and life assurance.
Service Contracts and Notice Periods
The Executive Directors are employed on rolling contracts subject to six
months' notice from either the Executive or the Group, given at any time.
Service contracts do not provide explicitly for termination payments or
damages, but the Group may make payments in lieu of notice. For this purpose,
pay in lieu of notice would consist of basic salary and other relevant
emoluments for the relevant notice period excluding any bonus.
External Appointments undertaken by Executive Directors
In the Committee's opinion, experience of other companies' practices and
challenges is valuable for the personal development of the Group's Executive
Directors and for the Company. It is therefore the Group's policy to allow
Executive Directors to accept Non-Executive Directorships at other companies,
provided the time commitment does not interfere with the Executive Directors'
responsibilities within the Group. Fees are retained by the individual
Executive Director.
Non-Executive Directors
All Non-Executive Directors have a letter of appointment for an initial period
of thirty-six months and thereafter on a rolling basis subject to three
months' notice by either the Non-Executive Director or the Group, given at any
time.
In the event of termination of their appointment, they are not entitled to any
compensation.
Non-Executive Directors' fees are determined by the Executive Directors having
regard to the need to attract high calibre individuals with the right
experience, the time and responsibilities entailed, and comparative fees paid
in the market in which the Group operates. They are not eligible for pensions.
Management Incentive Plan ("MIP")
On 12 May 2022. the Company set up the TEAM plc MIP to ensure selected
employees of the Company are well motivated and identify closely with the
success of the Group. There were no changes to the Directors' interests in the
MIP in the period. The exercise period for the MIP commenced on 11 May 2024
and remains open for two years. A new MIP is expected to be put in place in
due course.
Directors' Emoluments
The remuneration of each Director as listed on page 55, in the Company
Information section, during the year ended 30 September 2024 is set out below:
Pension Pension
Contribution Contribution
Year ended Year ended year ended Year ended
Salary Benefits Bonus 30 Sept 2024 30 Sept 2023 30 Sept 2024 30 Sept 2023
£ £ £ £ £ £ £
Executive
J M Clubb 160,000 5,758 25,000 190,758 162,914 13,200 10,867
M Moore 190,000 4,698 40,000 234,698 227,005 19,000 15,200
Non-Executive
L P C Taylor 29,000 - - 29,000 25,000 - -
M M Gray 29,000 - - 29,000 25,000 - -
D J K Turnbull 29,000 - - 29,000 25,000 - -
437,000 10,456 65,000 512,456 464,919 32,200 26,067
*The prior year total remuneration disclosure for M Moore was incorrect and
has been amended in the table above. There is a disclosure adjustment with no
impact on the prior year financial information.
The highest paid Director for 2024 was Mr M C Moore receiving emoluments of
£234,698 (30 September 2023: M C Moore £227,005). For the period to
September 2024, Mr Moore was awarded a bonus of £60,000 in new Ordinary TEAM
shares. The award shown in the table above reflects those amounts paid during
the year, being those made for the period to September 2023.
Mr J M Clubb's salary was increased from £135,000 to £175,000 in May 2024,
reducing the amount waived from his agreed salary of £250,000 to £75,000.
For the period to September 2024, Mr Clubb was awarded a bonus of £60,000 in
new Ordinary TEAM shares.
The intention is that when the business moves into a positive cash flow
position then the sums waived will be caught up. In the past two years Mr
Clubb has waived total remuneration of £340,000.
The costs of the share awards will be reflected in the Consolidated Statement
of Comprehensive Income as they vest.
The Non-executive directors' fees were increased from £25,000 per year to
£29,000 per year.
Directors' Interests in Management Incentive Plan shares
30 Sept 2024 30-Sep-23
Director No. No.
M C Moore 650 650
650 650
The management incentive plan does not qualify as an employee share option
scheme as the shares were purchased at fair value. There are no voting rights
attached to these shares.
Directors' Report for the year ended 30 September 2024
Introduction
The Directors present their report and the consolidated financial statements
for TEAM plc (the "Company") and its subsidiaries (the "Group") for the year
ended 30 September 2024.
Results
The financial statements are set out on pages 41 to 70.
Dividend
The Directors do not propose to pay a dividend for the year ended 30 September
2024 (30 September 2023: £nil).
Capital Structure
Full details of the issued share capital, along with movements during the
year, are set out in note 17 on page 67.
Incorporation
The Company was incorporated on 4 July 2019. The Company is a registered
public company limited by share capital and was incorporated and registered in
Jersey, Channel Islands. The Company registration number is 129405.
Directors' Shareholdings
The Directors who held office during the year and their interest in the shares
of the Company were as follows:
30 Sept 2024 30 Sept 2023
Appointed Number of shares Number of shares
J M Clubb 4 July 2019 4,030,018 3,838,000
M C Moore 1 March 2021 23,392 -
M M Gray (resigned 31 December 2024) 1 March 2021 122,727 47,727
D J K Turnbull 1 March 2021 83,645 33,645
L P C Taylor 1 March 2021 158,645 33,645
Further details of Directors' service contracts, remuneration, share interests
and interests in options over the Company's shares can be found in the
Remuneration Report on page 26.
Major Shareholdings
At the date of publication of this report, the Company had been notified of
the following shareholdings of 3% or more of its issued share capital:
Ordinary shares % of issued share capital
Mark Clubb 4,173,158 8.2
Schroders 4,069,284 8.0
Salus Alpha Financial Services AG 3,516,711 6.9
John Beverley 3,281,250 6.5
Canaccord Genuity (Marlborough Funds) 3,206,626 6.3
Political Contributions
The Group and Company did not make any political donations or incur any
political expenditure during the year (30 September 2023: nil)
Going concern
The Directors have prepared financial projections along with sensitivity
analyses of reasonably plausible alternative outcomes, covering clients and
assets, cost inflation, the take up of Group services and the potential
acquisition of further businesses. Additional funding for the group, both from
existing shareholders and new investors has also been secured after the period
end, with a successful equity raise completed in December 2024, further loan
financing secured, a new strategic equity investor and further equity
investment anticipated from new investors.
Taken together, the expected improvement in trading, the settlement of
deferred consideration, the new debt and equity finance raised and the plans
to mitigate the cost across the group, gives the Board sufficient confidence
to consider the going concern basis to be appropriate for the accounts.
Likely future developments
The Directors are focused on bringing the Group to a cashflow positive
position and to be able to pay a dividend to shareholders over the medium
term. In the early years of the TEAM business plan, this was not expected, nor
has it been the outcome. This was due to the startup costs associated with the
business plan, the costs associated with running a plc entity with a listing
on the AIM market, together with the losses made in the investment management
division. The acquisitions made or arranged by the Group, along with a
pipeline of hiring revenue generating individuals and earnings enhancing
acquisitions, together with the expected delivery of revenue and cost
synergies from the acquired subsidiaries, are expected to achieve this aim.
Events after the Reporting Period
On 25 October 2024 the Company announced that the acquisition of HBFS
financial Services Limited was no longer taking place.
On 7 November 2024 the company welcomed Salus Alpha Financial Services AG as a
new strategic investor with a holding of 8.9% in the Company.
On 3 December 2024 the Company announced it had completed an equity fund raise
for £1.1 million.
On 5 December 2024 the Company reported a further £250,000 subscription into
a convertible loan note by Harwood Capital Management, bringing the total
invested to £750,000 at a conversion price of 15 pence per share.
On 12 December 2024 the Company announced that it had raised £46,253 via the
WRAP offer to retail shareholders.
On 23 December 2024 the Company announced a facility for up to £1 million in
new convertible loan notes with NFG Capital.
On 3 March the Company announces the subscription by funds controlled by Epic
Investment Partners for a total of £586,675, plus £100,000 issued to the
vendors of Omega for part settlement of the deferred consideration.
The Company held an EGM on 24 January 2025 which gave shareholder approval to
issue further shares to satisfy the demand for shares from the fundraise in
December 2024 (1.8 million shares), authority for the issue of shares pursuant
to the convertible loan notes (a total of 11.7 million shares) and a general
authority to issue a further 20 million shares. These resolutions were
approved by shareholders.
Annual General Meeting ("AGM")
The Company will hold its AGM on a date to be announced around April 2025. The
resolutions being proposed at the AGM include usual resolutions dealing with
the ordinary business of the AGM. A description of all the resolutions is set
out within the Notice of AGM document being posted separately.
Statement of Directors' Responsibilities
The Directors acknowledge their responsibilities for preparing the Annual
Report and the consolidated financial statements in accordance with applicable
law and regulations.
Companies (Jersey) Law 1991 requires the Directors to prepare consolidated
financial statements for each financial year. Under that law. the Directors
have elected to prepare the financial statements in accordance with the
requirements of International Financial Reporting Standards ('IFRS') as issued
by the International Accounting Standards Board ('IASB'). Under Companies
(Jersey) Law 1991, the Directors must not approve the financial statements
unless they are satisfied that they give a true and fair view of the situation
of the Company and Group and of the profit or loss of the Company and Group
for that period. In preparing these financial statements, the Directors are
required to:
· select suitable accounting policies and apply them consistently;
· make judgements and accounting estimates that are reasonable and
prudent;
· state whether International Financial Reporting 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 Company and Group will continue in
business.
The Directors are responsible for keeping adequate accounting records that are
sufficient to show and explain the Company's transactions and disclose with
reasonable accuracy at any time the financial position of the Company and
enable them to ensure that the financial statements comply with the Companies
(Jersey) Law 1991. They are also responsible for safeguarding the assets of
the Company and Group and hence for taking reasonable steps for the prevention
and detection of fraud and other irregularities.
Disclosure of information to the auditors
Each of the persons who are Directors at the time that this Directors' Report
is approved has confirmed that:
· so far as that Director is aware, there is no relevant audit
information of which the Company's and the Group's auditor is unaware, and
· that Director has taken all the steps that ought to have been taken
as a Director in order to be aware of any relevant information and to
establish that the Company's and the Group's auditor is aware of that
information.
This report was approved by the Board on 28 February 2025 and signed on its
behalf by:
Mr J M
Clubb
Mr M C Moore
Executive
Chair
CFO and COO
Directors' Biographies
Jonathan Mark Gordon Clubb
EXECUTIVE CHAIRMAN
Mark began his 27 year career in investment banking at Hoare Govett and has
held various senior management roles at UBS Philips and Drew and BZW (latterly
Credit Suisse First Boston). In 1997 Mark, together with six partners, founded
London-based investment banking boutique, Altium Capital Partners. Following a
management buyout of Altium Capital Partners in 2008, Mark returned to Jersey
and has spent the last 12 years in investment management, including at private
client stockbroker, Collins Stewart, later acquired by Canaccord Genuity Inc.
Matthew Charles Moore
CHIEF FINANCIAL OFFICER & CHIEF OPERATING OFFICER
Matthew is a chartered accountant with a wealth of experience in senior leadership and financial roles, having been CFO at Close Investments, CFO and COO at Origen Financial Services (an Aegon Group company) and CFO and COO at Ascot Lloyd, a vertically
integrated UK wealth management firm founded by Oaktree, a leading private equity investor. Matthew adds significant acquisition and integration expertise to TEAM. He was responsible for acquisitions at Bellpenny, and subsequently Ascot Lloyd, and
previously worked in the acquisitions team at Close Wealth Management, prior to which he held various roles in M&A at Commerzbank Securities and ING Barings.
Louis Philip Chetwynd Taylor
INDEPENDENT NON-EXECUTIVE DIRECTOR & SENIOR INDEPENDENT DIRECTOR
Philip has over 40 years' experience in the finance industry, beginning his
career at PwC in London. Philip is currently a lay member of the States of
Jersey Public Accounts Committee and as a Director of a property development
company. Philip was the Senior Partner of PwC Channel Islands and a Global
Leader of the PwC Quality Assurance Programme. Philip has previously served as
Chairman of the States of Jersey Treasury Advisory Panel a Commissioner of the
JFSC, as a Member of the Conduct and Case Management Committees of the UK
Financial Reporting Council, as a Member of Jersey Financial Services Advisory
Board and as Director of number of listed and other financial services
companies.
David James Ker Turnbull
INDEPENDENT NON-EXECUTIVE DIRECTOR
He is currently Chairman of Fiduciary Settlements Ltd and a Non-Executive
Director of mnAI Data Solutions Ltd.
David was previously a Managing Director at Salomon Brothers (now Citigroup)
where he held various senior positions within the firm including Global
Co-Head of Japanese Equities and Global Head of European Equities. David also
served on the European Management Committee, Global Equity Committee and
Global Business Practices Committee. Prior to Salomon Brothers, David worked
for Rowe and Pitman in London and Tokyo. In 1999 David cofounded and was Chief
Operating Officer of Antfactory, a global technology investment firm; in
addition, he founded and acted as Chief Executive of its Japanese subsidiary,
Ant Capital.
From 2002 to 2010, David was a fund manager focused on Asia, first at Prodigy
Capital, where he was a Founding Partner, and then at Morant Wright. David is
a former Senior Advisor to the Industrial and Commercial Bank of China, has
advised several other companies, particularly in the financial sector, and
served on several company boards including Whittard of Chelsea.
INDEPENDENT AUDITOR'S REPORT TO THE SHAREHOLDERS OF TEAM PLC
Opinion
We have audited the consolidated financial statements of Team plc and its
subsidiaries (the "Group") for the year ended 30 September 2024 which comprise
the consolidated statement of financial position, the consolidated statement
of comprehensive income, the consolidated statement of changes in equity, the
consolidated statement of cash flows and notes to the consolidated financial
statements including significant accounting policies. The financial reporting
framework that has been applied in their preparation is applicable law and
International Financial Reporting Standards (IFRS) as adopted by the
International Accounting Standards Board (IASB).
In our opinion, the consolidated financial statements:
· give a true and fair view of the state of the Group's affairs as
at 30 September 2024 and of its loss for the year then ended;
· have been properly prepared in accordance with IFRS as adopted by
the IASB; and
· have been prepared in accordance with the requirements of the
Companies (Jersey) Law 1991.
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 consolidated 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 consolidated financial statements in Jersey,
including the FRC's Ethical Standard as applied to listed entities, and we
have fulfilled our 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 audit opinion.
An overview of the scope of our audit
Whilst planning our audit engagement, we determined materiality and assessed
the risks of material misstatement in the consolidated financial statements
including the consideration of where Directors made subjective judgements, for
example, in respect of the assumptions that underlie significant accounting
estimates and their assessment of future events that are inherently
uncertain. We tailored the scope of our audit in order to perform sufficient
work to enable us to express an opinion on the consolidated financial
statements as a whole taking into account the Group, its accounting processes
and controls and the industry in which it operates.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were
of most significance in our audit of the consolidated 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 consolidated
financial statements as a whole, and in forming our opinion thereon, and we do
not provide a separate opinion on these matters.
We have determined the matters described below to be the key audit matters to
be communicated in our report.
Key Audit Matter How the matter was addressed in the audit
Going Concern Key Observations
The Company's management has prepared the Group's consolidated financial Our work performed and our conclusions in respect of going concern have been
statements on the assumption that the Company and Group is a going concern. detailed in the 'Material uncertainty related to going concern section' of our
The Group has been loss making since inception, has an accumulated deficit audit report.
balance of £4.3 million and a net current liability position of £3.3 million
as at the reporting date, there is a risk that management's use of the going
concern assumption in preparing the financial statements is not appropriate.
Risk of fraud in revenue recognition Our main audit procedures in respect of revenue recognition were as follows:
§ We obtained an understanding of the policies and procedures applied to
revenue recognition, as well as compliance therewith, including an analysis of
Material misstatement due to fraudulent financial reporting relating to the effectiveness of the design and implementation of controls related to
revenue recognition often results from an overstatement of revenues through, revenue recognition employed by the Group;
for example, premature revenue recognition or recording fictitious revenues.
It may also result from an understatement of revenues through, for example, § We performed sample-based tests of details over the accuracy and occurrence
improperly shifting revenues to a later period. of sales during the year specially responsive to the risk of fraud in revenue
occurrence;
§ We performed substantive analytical procedures to test reasonableness and
The Group's main source of income is the fees and commissions earned from the completeness of recorded revenue;
provision of investment management and other related services.
§ We performed completeness testing by selecting a sample of
contracts/invoices and tracing back to revenue listing (i.e. floor to list);
and
We have not become aware of opportunities and pressure which could lead us to
believe that potential misstatements may arise as a result of fraudulent § We reviewed the disclosures related to revenue included in the notes to the
financial reporting. consolidated financial statements.
Key Observations
We did not identify any material issues arising from the procedures performed
in this area. We concluded that the Group's accounting for revenue
recognition, and the related disclosures, were in accordance with the
requirements of IFRS.
Risk of Improper Accounting for the Acquisition of Globaleye Group Our main audit procedures were as follows:
During the year ended 30 September 2023, the Group has completed a major · We obtained understanding of the process and controls around the
acquisition of the Globaleye Group. There is a risk that this acquisition was preparation, review and accounting for acquisitions;
not accounted for in accordance with the requirements of IFRS 3 Business
combinations. · We reviewed the sale and purchase agreement relevant to the
acquisition of the Globaleye Group;
· We verified the valuation of the assets and liabilities as at
acquisition date of 31 May 2023;
· We traced the cash consideration paid, if any, to the bank
statements;
· We traced the equity consideration paid, if any, to the relevant
supporting documents (e.g. share register); and,
· We assessed the reasonableness of the management's inputs,
assumptions and estimates regarding the intangible asset valuation calculation
arising from the acquisition
Key Observations
We did not identify any material issues arising from the procedures performed
in this area. We concluded that the accounting for the acquisition of the
Globaleye Group and the relevant disclosures in the financial statements were
in accordance with the requirements of IFRS.
Risk of Impairment of Intangible Assets, including Goodwill Our main audit procedures were as follows:
The acquisitions made by the Group (including those completed in prior · We obtained understanding of the process and controls around the
periods) have generated a significant balance of intangible assets i.e, goodwill valuation and impairment review process;
customer relationships and goodwill, being recognised on the consolidated
statement of financial position. · We assessed the reasonableness of the inputs and assumptions
applied by the management in preparing the relevant valuation workings;
· We reviewed the mathematical accuracy of the calculations
As required by IFRS, Management performs an annual review of the valuation of performed by management; and,
intangible assets, including goodwill on a cash-generating unit ("CGU") basis
including the determination of any impairment to be recognised for the year. A · We perform an evaluation of the key assumptions used in the
risk of material misstatement arises due to the significant judgments and impairment assessment calculation in order to assess whether there are an
estimations applied by the management in this process. indications of management bias
Key Observations
We did not identify any material issues arising from the procedures performed
in this area. We concluded that management's assessment of the impairment of
intangible assets including goodwill was appropriate and in accordance with
the requirements of IFRS.
Our application of materiality
We define materiality as the magnitude of misstatements in the consolidated
financial statements that makes it probable that the economic decisions of a
reasonably knowledgeable user of the financial statements would be changed or
influenced. We use materiality to determine the scope of our audit and the
nature, timing and extent of our audit procedures and to evaluate the results
of that work. Materiality was determined as follows:
Consolidated financial statements as a whole:
Materiality was calculated at £251,300 based on a calculation of 3.5% of
preliminary net assets. This benchmark is considered the most appropriate
because, based on our professional judgement, we considered that this is the
primary measure used by the users of the consolidated financial statements in
assessing the performance and value of the Group.
Performance materiality was set at 60% of materiality and was calculated at
£150,780.
Communication of misstatements to the Board:
We agreed with the Directors that any misstatement above £12,565 identified
during our audit will be reported to the Audit Committee, together with any
misstatement below that threshold that, in our view, warranted reporting on
qualitative grounds.
As noted above, the materiality levels are calculated based upon preliminary
net assets. We have performed a reassessment of materiality based on the final
net asset balance and have concluded that the materiality levels remain
appropriate at the conclusion of the audit as these are more conservative.
Material uncertainty related to going concern
We draw attention to note 2, in the consolidated financial statements, which
indicates that the consolidated financial statements have been prepared on a
going concern basis but with a material uncertainty related to going concern.
This assessment has taken into consideration all available information for the
foreseeable future, in particular for the 12 months from the date of approval
of these consolidated financial statements. This assessment included
consideration of Group's profit and loss projections and budget, and the
ability of the Group to raise further financing. These conditions, along with
other matters as set in note 2 to the consolidated financial statements,
indicate that a material uncertainty exists that may cast significant doubt on
the Group's ability to continue as a going concern. Our opinion is not
modified in respect of this matter.
In auditing the financial statements, we have concluded that the use of the
going concern basis of accounting in the preparation of the financial
statements is appropriate. In assessing the appropriateness of the going
concern assumption used in preparing the financial statements, our procedures
included, amongst others:
§ A critical assessment of management's assessment of going concern and the
basis for their assertion that the going concern basis of preparation of the
financial statements was appropriate;
§ A critical assessment of the assumptions underlying the budget/cash flow
forecast for the year to September 2027; and
§ A critical assessment of post year-end trading, credit facilities and other
relevant information.
Our responsibilities and the responsibilities of the directors with respect to
going concern are described in the relevant sections of this report.
Other information
The Directors are responsible for the other information. The other information
comprises the information included in the annual report set out on page 2 to
38 other than the consolidated financial statements and our auditor's report
thereon. Our opinion on the consolidated financial statements does not cover
the other information and we do not express any form of assurance conclusion
thereon.
In connection with our audit of the consolidated financial statements, our
responsibility is to read the other information identified above when it
becomes available and, in doing so, consider whether the other information is
materially inconsistent with the consolidated 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 of the consolidated 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.
Matters on which we are required to report by exception
In light of the knowledge and understanding of the Group and its environment
which we obtained during the course of the audit, we have not identified
material misstatements in the Directors' report.
We have nothing to report in respect of the following matters where the
Companies (Jersey) Law 1991 requires us to report to you if, in our opinion:
· Adequate accounting records have not been kept; or
· returns adequate for our audit have not been received from
branches not visited by us; or
· the financial statements are not in agreement with the accounting
records and returns; or
· we have not received all the information and explanations we
require for our audit.
Responsibilities of directors for the consolidated financial statements
As explained more fully in the Statement of Directors' Responsibilities on
page 35, the Directors are responsible for the preparation of the consolidated
financial statements which give a true and fair view, and for such internal
control as the Directors determine is necessary to enable the preparation of
consolidated financial statements that are free from material misstatement,
whether due to fraud or error.
In preparing the consolidated financial statements, the Directors are
responsible for assessing the Group'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 to cease operations, or have no realistic alternative
but to do so.
Auditor's responsibilities for the audit of the consolidated financial
statements
Our objectives are to obtain reasonable assurance about whether the
consolidated 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 consolidated financial
statements.
Explanation as to what extent the audit was considered capable of detecting
irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and
regulations. We design procedures in line with our responsibilities, outlined
above, to detect material misstatements in respect of irregularities,
including fraud. The extent to which our procedures are capable of detecting
irregularities, including fraud is detailed below.
The objectives of our audit, in respect to fraud, are; to identify and assess
the risks of material misstatement of the financial statements due to fraud;
to obtain sufficient appropriate audit evidence regarding the assessed risks
of material misstatement due to fraud, through designing and implementing
appropriate responses; and to respond appropriately to fraud or suspected
fraud identified during the audit. However, the primary responsibility for the
prevention and detection of fraud rests with both those charged with
governance of the entity and management.
Our approach was as follows:
• We obtained an understanding of the legal and regulatory frameworks that
are applicable to the Group and determined that the most significant are those
that relate to the Companies (Jersey) Law 1991, IFRS and the AIM Rules for
Companies. We also reviewed the laws and regulations applicable to the Group
that have an indirect impact on the financial statements.
• We gained an understanding of how the Group is complying with Companies
(Jersey) Law 1991, IFRS and the AIM Rules for Companies by making inquiries of
management. We corroborated our inquiries through our review of minutes of
Board of Directors meetings and the review of various correspondence examined
in the context of our audit and noted that there was no contradictory
evidence.
• We assessed the susceptibility of the Group's financial statements to
material misstatement, including how fraud might occur, by meeting with
management to understand where they considered there was susceptibility to
fraud. We also considered performance targets and their propensity to
influence management to manage earnings and revenue by overriding internal
controls. We performed specific procedures to respond to the fraud risk of
inappropriate revenue recognition. Our procedures also included testing a
risk-based sample of journal entries that may have been posted with the
intention of overriding internal controls to manipulate earnings. These
procedures were designed to provide reasonable assurance that the financial
statements were free from fraud or error.
• Based on this understanding, we designed specific appropriate audit
procedures to identify instances of non-compliance with laws and regulations.
This included making enquiries of management and those charged with governance
and obtaining additional corroborative evidence as required.
There are inherent limitations in the audit procedures described above. We are
less likely to become aware of instances of non-compliance with laws and
regulations that are not closely related to events and transactions reflected
in the consolidated financial statements. Also, the risk of not detecting a
material misstatement due to fraud is higher than the risk of not detecting
one resulting from error, as fraud may involve deliberate concealment by, for
example, forgery or intentional misrepresentations, or through collusion.
A further description of our responsibilities for the audit of the financial
statements is located on the Financial Reporting Council's website at
https://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 Group's shareholders as a body, in
accordance with Article 113A of the Companies (Jersey) Law 1991. Our audit
work has been undertaken so that we might state to the Group's shareholders
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 Group and the Group's
shareholders as a body, for our audit work, for this report, or for the
opinions we have formed.
Phillip Callow
For and on behalf of Moore Stephens Audit & Assurance (Jersey) Limited
1 Waverley Place
Union Street
St Helier
Jersey
Channel Islands
JE4 8SG
Dated:
Consolidated Statement of Comprehensive Income for the Year Ended 30 September 2024
Year to Year to
30 Sept 2024 30 Sept 2023
Note £'000 £'000
Revenues 3 10,279 5,323
Cost of sales (4,505) (924)
Operating expenses (8,653) (6,474)
Operating loss (2,879) (2,075)
Operating loss before acquisition costs (2,815) (1,853)
Acquisition costs 21 (64) (222)
Operating loss after acquisition costs (2,879) (2,075)
Fair value gains on deferred consideration 15 730 1,680
Impairment of goodwill 9 (600) -
Share award expense 1 (13)
Other income and charges 7 (173) (35)
Loss on ordinary activities before tax (2,921) (443)
Taxation 8 14 (2)
Loss for the year and total comprehensive (2,907) (445)
loss
Loss per share from continuing and total operations (basic and diluted) 21 £(0.086) £(0.020)
Consolidated Statement of Financial Position as of 30 September 2024
30 Sep 2024 30 Sep 2023
Note £'000 £'000
Non-current assets
Intangible assets 9 11,933 12,398
Property, plant & equipment 10 630 654
Deferred tax 8 168 152
Long term deposit 12 78 71
12,809 13,275
Current assets
Trade, other receivables, and prepayments 14 997 731
Cash and cash equivalents 13 1,736 1,938
2,733 2,669
Trade and other payables: amounts falling due within one year 15 (5,159) (5,988)
Net current liabilities (2,426) (3,319)
Total assets less current liabilities 10,383 9,956
Trade and other payables: amounts falling due after one (438) (1,731)
Year
15
Net assets 9,945 8,225
Equity
Stated Capital 17 16,985 12,349
Share award reserve 4 13
Retained loss (7,044) (4,137)
Total Equity 9,945 8,225
The consolidated financial statements on pages 42 - 72 were approved and
authorised for issue by the Board of Directors on the 28 February 2025 and
were signed on its behalf by:
Mr J M
Clubb
Mr M C Moore
Executive
Chair
CFO and COO
Consolidated Statement of Changes in Equity for the Year Ended 30 September 2024
Stated capital Share award reserve Retained earnings Total
£'000 £'000 £'000 £'000
At 1 October 2023 12,349 13 (4,137) 8,225
New share capital 4,636 - - 4,636
Loss for the year - - (2,907) (2,907)
Share award for the year - (9) - (9)
At 30 September 2024 16,985 4 (7,044) 9,945
Stated capital Share award reserve Retained earnings Total
£'000 £'000 £'000 £'000
At 1 October 2022 12,349 - (3,692) 8,657
Loss for the year - - (445) (445)
Share award for the year - 13 - 13
At 30 September 2023 12,349 13 (4,137) 8,225
Consolidated Statement of Cash Flows for the Year Ended 30 September 2024
Year to Year to
30 Sept 2024 30 Sept 2023
Note £'000 £'000
Cash flows from operating activities
Loss for the year before tax (2,921) (443)
Adjustments to cash flows from non-cash items:
Depreciation and amortisation 6 1,163 1,166
Finance costs 7 173 35
Impairment of goodwill 9 600 -
Fair value gains on deferred consideration 15 (730) (1,680)
Share award expense (1) 13
Trade and other receivables (110) (336)
Trade and other payables (968) 425
Net cash outflow from operating activities (2,793) (820)
Cash flows from investing activities
Payment of deferred consideration 15 - (20)
Acquisition of property, plant, and equipment (10) (45)
Net cash outflow from investing activities (10) (65)
Cash flows from financing activities
Lease liability paid (151) (201)
Issue of share capital 1,196 -
Proceeds from loan notes issued 15 1,310 425
Net cash flow from financing activities 2,355 224
Net decrease in cash and cash equivalents (448) (661)
Cash and cash equivalents at beginning of year 1,938 1,747
Cash and cash equivalents from subsidiaries at acquisition 246 852
Cash and cash equivalents at end of 1,736 1,938
year* 13
*Included in cash and cash equivalents at the year end is £662,000 of fixed
term deposits held in lien by the United Arab Emirates government as part of
regulatory compliance.
The consolidated statement of cash flows of the Group for the year ended 30
September 2024 is set out above. Details of additions and disposals of which
are given in note 10.
Non-cash items:
During the year, NEBA Financial Solutions Private LTD and NEBA Financial
Solutions LTD were acquired for a total consideration of £1 and £1,531,227
respectively, which comprised of a share capital exchange of £1,181,250 and
cash of £349,977. The shares were issued during the year and the cash is
still due post year end, see note 15.
Notes to the Consolidated Financial Statements for the year ended 30 September 2024
1. General information
TEAM plc (the "Company" and "Group") is a Registered Public Company limited by
share capital incorporated and registered in Jersey, Channel Islands on 4 July
2019. The registered Company number is 129405. The principal place of business
is 6 Caledonia Place, St Helier, Jersey, JE2 3NG.
The principal activities of the Group are the provision of investment
management, financial advisory services and insurance brokering services.
These financial statements are presented in Pound Sterling (£), the
functional currency of the Group, rounded to the nearest thousand (£'000),
which is the currency of the primary economic environment in which the Group
operates.
2. Accounting policies
Summary of significant accounting policies and key accounting estimates
The principal accounting policies adopted in the preparation of these
financial statements are set out below. These policies have been consistently
applied to the period presented, unless otherwise stated.
Statement of compliance
These consolidated financial statements have been prepared in accordance with
the requirements of International Financial Reporting Standards (IFRS) as
issued by the International Accounting Standards Board (IASB) and the
requirements of the Companies (Jersey) Law 1991. The Group's consolidated
financial statements have been prepared under the historical cost convention,
except for financial instruments, which are stated in accordance with IFRS 9
Financial Instruments: recognition and measurement.
The preparation of financial statements in compliance with IFRS requires the
use of certain critical accounting estimates. It also requires the Directors
to exercise judgement in applying the Group's accounting policies. The areas
where significant judgements and estimates have been made in preparing the
financial statements are disclosed in more detail under the critical
accounting judgements policy.
Basis of consolidated financial statements
The Group's financial statements consolidate those of the parent company and
all its subsidiaries as of 30 September 2024. Control is achieved where the
Company is exposed, or has rights, to variable returns from its involvement
with an investee company and can affect those returns through its power over
the other entity; power generally arises from holding a majority of voting
rights.
All transactions and balances between Group companies are eliminated on
consolidation, including unrealised gains and losses on transactions between
Group companies. Amounts reported in the financial statements of subsidiaries
have been adjusted where necessary to ensure consistency with the accounting
policies adopted by the Group.
Profit or loss and other comprehensive income of the subsidiaries acquired or
disposed of during the year are recognised from the effective date of
acquisition, or up to the effective date of disposal, as applicable.
The Group attributes total comprehensive income or loss of subsidiaries
between the owners of the parent given all subsidiaries are 100% owned.
New standards and interpretations not yet adopted
There are several standards, amendments to standards, and interpretations
which have been issued by the IASB that are effective in future accounting
periods that the Group has decided not to adopt early.
The following amendments are effective for the period beginning 1 January
2024:
· Classification of Liabilities as Current or Non-Current - Amendments
to IAS 1
· Lease Liability in a Sale and Leaseback (Amendments to IFRS 16)
· Supplier Finance Arrangements (Amendments to IAS 7 and IFRS 7)
· Non-current Liabilities with Covenants (Amendments to IAS 1)
Other Standards and amendments that are not yet effective and have not been
adopted early by the Group include:
· Amendments to the Classification and Measurement of Financial
Instruments (Amendments to IFRS 9 and 7)
· IFRS 18 'Presentation and Disclosure in Financial Statements'
· IFRS 19 'Subsidiaries without Public Accountability: Disclosures'
The Group does not believe that the standards not yet effective, will have a
material impact on the consolidated financial statements.
Going concern
The group incurred a consolidated net loss of £2,907,000 (2023: £445,000)
during the year ended 30 September 2024 and, as of that date, its consolidated
current liabilities exceeded its consolidated current assets by £2,426,000
(2023: £3,319,000). This indicates that the company may not be a going
concern.
The Directors have prepared financial projections along with sensitivity
analyses of reasonably plausible alternative outcomes, covering clients and
assets, cost inflation, the take up of Group services and the potential
acquisition of further businesses. The forecasts demonstrate that the
Directors believe that the Group will require additional financial resources
to meet the cash requirements of the Group before it is expected to reach a
cash flow positive state. The Board therefore is actively managing the cost
base of the Group, curtailing expenditure on further acquisitions, it is
considering options to improve the current revenue yields earned, and
preparing alternatives to raise further funding as and when required,
including within the next 12 months. This could include further use of loan
notes, and the potential for a targeted equity raise from the current
shareholder base.
Given the material funds raised and committed, along with the cost cutting
plans in place and expected to be delivered, this gives the Board sufficient
confidence to consider the going concern basis to be appropriate for the
accounts.
Critical accounting estimates and judgements
The Group makes certain estimates and assumptions in the preparation of
financial statements. Estimates and judgements are continually evaluated based
on historical experience and other factors, including expectations of future
events that are believed to be reasonable that best reflects the conditions
and circumstances that exist at the reporting date.
The principal estimates and judgements that could have an effect upon the
Group's financial results are the useful economic lives of property, plant and
equipment, the impairment of trade receivables, goodwill and intangible
assets, deferred consideration payable and the provision for income and
deferred taxes. Further details of these estimates and judgements are set out
in the related notes to the consolidated financial statements for these items.
Revenue recognition
The Group has applied IFRS15 - Revenue from Contracts with Customers. IFRS 15
establishes the principles that an entity applies when reporting information
about the nature, amount, timing and uncertainty of revenue and cash flows
from a contract with a customer. Applying IFRS 15, an entity recognises
revenue to depict the transfer of promised services to the customer in an
amount that reflects the consideration to which the entity expects to be
entitled in exchange for those services.
The Group recognises revenue on the transfer of services in accordance with
the contractual terms entered with clients. Fees and commissions are received
on a variety of different payment terms.
· Commission: Trading and foreign exchange commission income is
recognised on a trade date basis.
· Management Fees: Fund and investment management, introductory and
sponsor fees are recognised on an accrual basis over time.
· Treasury services: Treasury fees are recognised on an accrual basis
over time.
· Financial advice services: These are recognised on an accrual basis
over time.
Contracts are assessed to determine whether they contain a single combined
performance obligation or multiple performance obligations. If applicable the
total transaction price is allocated amongst the various performance
obligations based on their relative stand-alone selling prices.
Revenue is recognised at the point in time when the Group satisfies
performance obligations by transferring the promised services to its
customers. The Group has no unsatisfied performance obligations and so does
not recognise any contract liabilities for consideration.
If the Group satisfies a performance obligation before it receives the
consideration, the Group recognises either a contract asset or a receivable in
its consolidated statement of financial position, depending on whether
something other than the passage of time is required before the consideration
is due.
Segment reporting
IFRS 8 requires that an entity disclose financial and descriptive information
about its reportable segments, which are operating segments or aggregations of
operating segments. Operating segments are identified based on internal
reports that are regularly reviewed by the Board (in its role as chief
operating decision maker) to allocate resources and to assess performance.
Using the Group's internal management reporting as a starting point the three
reporting segments set out in note 3 have been identified.
Foreign currency transactions and balances
The individual financial statements of each group entity are presented in the
currency of the primary economic environment in which the entity operates (its
functional currency). For the purposes of the consolidated financial
statements, the results and financial position are presented in £ Sterling.
For the purposes of presenting consolidated financial statements, the assets
and liabilities of the group's foreign operations are translated from their
functional currency to £ Sterling using the closing exchange rate. Income and
expenses are translated using the average rate for the period, unless the
exchange rate fluctuates significantly during the period, in which case
exchange rates that the dates of the transactions are used. Exchange
differences are recognised in profit or loss in the period in which they
arise.
Exchange differences arising on the settlement of monetary items, and on the
retranslation of monetary items are included in statement of total
comprehensive income in operating expenses.
Tax
The tax expense for the period represents the sum of the tax currently payable
and the deferred tax.
Deferred tax is the expected tax to be payable or recoverable on differences
between the carrying amounts of assets and liabilities in the financial
statements and the corresponding tax bases used in the computation of taxable
profit. Deferred tax liabilities are generally recognised for all taxable
temporary differences and deferred tax assets are recognised to the extent
that it is probable that taxable profits will be available against which
deductible temporary differences can be utilised.
The carrying amount of deferred tax assets is reviewed at each reporting date
and reduced to the extent that it is no longer probable that sufficient
taxable profits will be available to allow all or part of the asset to be
recovered. Deferred tax assets and liabilities are measured at the tax rates
(10% in Jersey 17% in Singapore, 3% in Labuan, between 7% and 27% in South
Africa and 0% in UAE and BVI) that are expected to apply in the year when the
asset is realised or the liability is settled, based on tax rates(and tax
laws) that have been enacted or substantively enacted at the reporting date.
Deferred tax assets and liabilities are offset where there is a legally
enforceable right to set off current tax assets against current tax
liabilities and when they relate to income taxes levied by the same taxation
authority and the Group intends to settle its current tax assets and
liabilities on a net basis.
Where available, Group losses are transferred between companies who pay the
same rate of tax to the same taxation authority.
Property, plant, and equipment
Property, plant, and equipment are stated in the Statement of Financial
Position at cost, less any subsequent accumulated depreciation and subsequent
accumulated impairment losses. Assets are recognised when it is probable that
the future economic benefits associated with the asset will flow to the entity
and the cost can be measured reliably. Cost includes expenditure that is
directly attributable to the acquisition of items.
Fully depreciated assets are retained in the cost and the related accumulated
depreciation until they are removed from service. In the case of disposals,
assets and related depreciation are removed from the financial statements at
the net amount. Proceeds from disposal are charged or credited to the profit
and loss.
Depreciation
Depreciation is charged so as to write off the cost or valuation of assets
over their useful economic lives, using the straight-line method.
Asset
class
Depreciation rate
Computer
hardware
5 years
Equipment &
fixtures
4 years
Leasehold Improvements 5
years
Right of use
assets
Over the term of the lease
Business combinations
The acquisition of subsidiaries is accounted for using the purchase method
when the Group undertakes business combinations. The Group has acquired a
business when it obtains control over a collection of assets and the acquired
assets and activities that include inputs, substantive processes and the
ability to produce outputs.
All consideration transferred is recognised at fair value at the date of
acquisition. This includes assets transferred, liabilities incurred by the
owners and equity instruments issued by the Group. Contingent consideration is
initially recognised at fair value. If the contingent consideration is
classified as equity, it is not remeasured, and settlement is accounted for
within equity. If the contingent consideration is classified as a financial
liability, it is remeasured to fair value at each reporting date, with the
movement in fair value being recognised in the statement of profit or loss.
At acquisition date, to the extent that the total consideration transferred,
fair value of prior equity interests and NCI (non- controlling interests) are
greater than the net assets acquired, goodwill is recognised. If the fair
value of the net assets acquired is more than the total consideration
transferred, then the difference is recognised in profit or loss as a gain on
a bargain purchase.
Intangible assets
The value of the customer relationships has been calculated using the excess
earnings approach discounted using the Group's estimated cost of capital. The
average life of a customer relationship has been set based on the customer
base and represents both the period over which the value of such relationships
has been calculated and the amortisation period of the intangible asset
arising. The Group amortises intangible assets over the following periods:
Customer
relationships
5 -10 years
On each reporting date, the Group reviews the carrying amounts of its
intangible assets to determine whether there is any indication that those
assets have suffered an impairment loss. If any such indication exists, the
recoverable amount of the asset is estimated to determine the extent of the
impairment loss (if any).
If the recoverable amount of an asset (or cash-generating unit) is estimated
to be less than its carrying amount, the carrying amount of the asset
(cash-generating unit) is reduced to its recoverable amount. An impairment
loss is recognised as an expense immediately.
Goodwill
Goodwill represents the future economic benefits arising from a business
combination that are not individually identified and separately recognised.
Goodwill is not amortised, but it is tested for impairment annually, or more
frequently if events or changes in circumstances indicate that it might be
impaired, and is carried at cost less accumulated impairment losses.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and call deposits, and other
short-term highly liquid investments that are readily convertible to a known
amount of cash and are subject to an
insignificant risk of change in value. Such investments are those with
original maturities of three months or less.
Trade receivables
Trade and other receivables are recognised initially at fair value. They are
subsequently measured at amortised cost using the effective interest method,
less provision for impairment.
A provision for the impairment of trade receivables is based on the lifetime
expected credit loss and past and forward-looking information.
Payables
Payables are obligations to pay for goods or services that have been acquired
in the ordinary course of business. Trade and other payables are measured at
initial recognition at fair value and are subsequently measured at amortised
cost using the effective interest rate method.
Leases
Under IFRS 16, the Group recognises right-of-use assets and liabilities for
significant leases.
The Group has elected and applied the exemption not to recognise right-of-use
assets and lease liabilities for short-term leases of 12 months or less or
leases for which the underlying asset is of low value. The Group recognises
the lease payments associated with these leases as an expense on a
straight-line basis over the lease term.
At inception of a contract under IFRS 16, the Group assesses whether a
contract is, or contains a lease. A contract contains a lease if the contract
conveys the right to control the use of an identified asset for a period in
exchange for consideration.
The Group recognises a right-to-use asset and lease liability at the lease
commencement date.
The right-to-use asset is initially measured at cost, which comprises the
initial amount of the lease liability adjusted for any lease payments made at
or before the commencement date, plus any direct costs incurred and an
estimate of costs to restore the underlying asset, less any incentives
received.
The right-of-use asset is subsequently depreciated using the straight-line
method from the commencement date to the end of the lease term. The lease
liability is initially measured at the present value of the lease payments
that are not paid, discounted using the interest rate implicit in the lease,
or if that rate cannot be readily determined, the Group's incremental
borrowing rate. The lease liability is subsequently measured at amortised cost
using the effective interest rate method.
The Group presents right-of-use assets in property, plant and equipment and
lease liabilities in loans and borrowings in the Statement of Financial
Position.
Financial instruments
The Group has adopted IFRS 9 in respect of financial instruments.
Financial assets, including trade and other receivables, cash and bank
balances and long term deposits, are initially recognised at transaction
price, unless the arrangement constitutes a financing transaction, where the
transaction is measured at the present value of the future receipts discounted
at a market rate of interest. Such assets are subsequently carried at
amortised cost using the effective interest method. At the end of each
reporting period financial assets measured at amortised cost are assessed for
lifetime expected credit losses based on past and forward-looking information.
If an asset is impaired the impairment loss is the difference between the
carrying amount and the present value of the estimated cash flows discounted
at the asset's original effective interest rate. The impairment loss is
recognised in the Statement of Comprehensive Income. If there is a decrease in
the impairment loss arising from an event occurring after the impairment was
recognised, the impairment is reversed. The reversal is such that the current
carrying amount does not exceed what the carrying amount would have been had
the impairment not previously been recognised. The impairment reversal is
recognised in the Statement of Comprehensive Income.
Financial assets are derecognised when (a) the contractual rights to the cash
flows from the asset expire or are settled, or (b) substantially all the risks
and rewards of the ownership of the asset are transferred to another party or
(c) despite having retained some significant risks and rewards of ownership,
control of the asset has been transferred to another party who has the
practical ability to unilaterally sell the asset to an unrelated third party
without imposing additional restrictions.
Financial liabilities, including trade and other payables and loan notes are
initially recognised at transaction price, unless the arrangement constitutes
a financing transaction, where the debt instrument is measured at the present
value of the future payments discounted at a market rate of interest.
Debt instruments are subsequently carried at amortised cost, using the
effective interest rate method.
Financial instruments are categorised as fair value through profit or loss if
they are derivatives, held for trading or designated as such on initial
recognition. Gains and losses on such financial liabilities are recognised in
the profit or loss.
Trade payables are obligations to pay for goods or services that have been
acquired in the ordinary course of business from suppliers. Accounts payable
are classified as current liabilities if payment is due within one year or
less. If not, they are presented as non-current liabilities. Trade payables
are recognised initially at transaction price and subsequently measured at
amortised cost using the effective interest method. Financial liabilities are
derecognised when the liability is extinguished, that is when the contractual
obligation is discharged, cancelled, or expires.
Stated capital
Ordinary shares are classified as equity. Equity instruments are measured at
the fair value of the cash or other resources received or receivable, net of
the direct costs of issuing the equity instruments. If payment is deferred and
the time value of money is material, the initial measurement is on a present
value basis.
Share award reserve
The Grant date fair value of equity-settled share-based payments is recognised
as an expense over the period when the associated service is rendered (the
vesting period), with a corresponding increase in equity. Vesting conditions,
other than market conditions, are used to determine the number of awards that
are expected to vest, the estimate being adjusted at each period as necessary.
If these conditions are not met, the cumulative expense recognised in relation
to these awards will be nil.
Where awards are modified, the minimum expense recognised will always be the
grant date fair value of the original award, provided the non-market vesting
conditions of the original award were met. To the extent the modification
results in any incremental expense determined at the date of modification,
this will be recognised over the remaining vesting period of the modified
award.
When an award is cancelled the remaining amount of the grant date fair value
that has not already been recognised, will be recognised immediately as an
expense in the profit or loss.
Translation reserve
This reserve contains the translation differences that arise from the
translation of the foreign controlled entities of the Group into the
presentation currency for consolidation. When the Group loses control of a
foreign entity, the amounts in this reserve will be recognised in profit or
loss.
Retained losses
Retained losses represent the cumulative earnings or losses of the Group, less
any dividends declared.
3. Operating Segments
Following the acquisitions of the subsidiaries, the Group now identifies three
principal operating segments: Investment Management, Advisory and
International.
Investment Management provides investment management services for individuals,
trusts, sovereign agencies and corporations, Advisory provides personal
financial advice, investment consulting, and treasury advisory services. Both
segments are in Jersey, Channel Islands. International provides personal
financial advice services and fund distribution in the Middle East, Asia &
Africa.
No customer represents more than 10% of Group revenues (FY 23: nil)
The following table represents revenue and cost information for the Group's
business segments:
Investment Management Advisory International Group and consolidation adjustments Group
2024 Operating Segments £'000 £'000 £'000 £'000 £'000
Revenue 1,322 2,003 6,953 1 10,279
Cost of sales (364) (48) (4,093) - (4,505)
Contribution 958 1,955 2,860 1 5,774
Operating expenses (1,384) (2,090) (3,117) (835) (7,426)
Underlying loss before tax (426) (135) (257) (834) (1,652)
Acquisition related costs - - - (64) (64)
Amortisation of acquired clients relationships - - - (995) (995)
Interest payments - - - (173) (173)
Impairment of goodwill - - - (600) (600)
Deferred consideration fair value adjustments - - - 730 730
Share award expense - - - 1 1
Net changes in the value of non-current asset - - - (168) (168)
Loss before tax (426) (135) (257) (2,103) (2,921)
Tax 15 - (1) - 14
Loss for the year (411) (135) (258) (2,103) (2,907)
Investment Management Advisory International Group and consolidation adjustments Group
2023 Operating Segments £'000 £'000 £'000 £'000 £'000
Revenue 951 3,039 1,332 1 5,323
Cost of sales (372) - (497) (55) (924)
Contribution 579 3,039 835 (54) 4,399
Operating expenses (1,416) (2,052) (967) (651) (5,086)
Underlying (Loss)/profit before tax (837) 987 (132) (705) (687)
Acquisition related costs - - - (222) (222)
Amortisation of acquired clients relationships - - - (995) (995)
Interest payments - - - (35) (35)
Deferred consideration fair value adjustments - - - 1,680 1,680
Share award expense - - - (13) (13)
Net changes in the value of non-current asset - - - (171) (171)
(Loss)/Profit before tax (837) 987 (132) (461) (443)
Tax (4) 5 (3) - (2)
(Loss)/Profit for the year (841) 992 (135) (461) (445)
4. Staff costs
The aggregate payroll costs (including Directors' remuneration) were as
follows:
Year to Year to
30 Sep 2024 30 Sep 2023
£'000 £'000
Wages and salaries 4,333 3,359
At 30 September 2024, the Group had 71 staff (30 September 2023: 87), with 24
in the UAE, 29 in Jersey, 8 in Malaysia, 7 in Singapore, 2 in South Africa and
1 in the UK (2023: 52 in the UAE, 29 in Jersey, 3 in Singapore and 1 each in
the UK, South Africa and Malaysia). There were also 68 self-employed advisers
(2023: 10 self-employed advisors).
5. Directors' remuneration
The Directors' remuneration for the year was as follows:
Year to Year to
30 Sep 2024 30 Sep 2023
£'000 £'000
Executive
J M Clubb 190 163
M C Moore 235 287
Non-Executive
L P C Taylor 29 25
M M Gray 29 25
D J K Turnbull 29 25
512 525
Total Total
30 Sept 2024 30 Sept23
Equity settled share-based payments £'000 £'000
J M Clubb 1 5
M C Moore 3 8
4 13
Directors' Interests in Management Incentive Plan ("MIP")shares
Total Total
30 Sept 2024 30 Sept23
No. No.
M C Moore 650 650
On 12(th) May 2022 the Company set up a revised MIP. Mr Clubb chose not to
participate in the new plan, and Mr Moore was awarded 650 shares, with two
other non-Directors of TEAM being awarded 100 shares each. One of those
directors has now left the Group, and their shares were acquired back and
cancelled.
The maximum dilution under the MIP has been reduced from 8.5% to 7.5%
following the cancellation of the shares issued to the departed individuals.
One-third of the MIP will be set with reference to the TEAM plc share price,
with full pay out when the share price is twice the Subscription Price of 60
pence. Two-thirds of the scheme will be set with reference to the TEAM plc
market capitalisation, with full pay out when the market capitalisation is
equal to or exceeds £40 million.
6. Operating loss
Is stated after charging:
Year to Year to
30 Sep 2024 30 Sep 2023
£'000 £'000
Auditors' remuneration - audit fees 60 40
Amortisation of intangibles 995 995
Depreciation of property, plant, and equipment 36 30
Depreciation of right of use asset 132 141
Interest on right of use asset 34 40
1,257 1,246
7. Interest payable and similar expenditure
Year to Year to
30 Sep 2024 30 Sep 2023
£'000 £'000
Interest payable - Right of use asset 34 40
Unwinding of discounted long term deposit (8) (8)
Other interest payable 147 3
173 35
8. Taxation
Year to Year to
30 Sep 2024 30 Sep 2023
£'000 £'000
Income tax charge (14) 2
Regulated financial services businesses in Jersey pay a flat corporation tax
rate of 10%. The Treasury Services business is not regulated and has a nil tax
rate. The Globaleye and NEBA entities are subject to tax rates of 17%
(Singapore), 3% (Labuan), between 7 and 27%% (South Africa), and 0% (UAE and
BVI).
The differences are reconciled below: Year to Year to
30 Sep 2024 30 Sep 2023
£'000 £'000
Profit/(Loss) before tax applicable to financial service companies in Jersey 83 (654)
from date of acquisition to year end
Tax for financial service companies at 10% 8 (65)
Effect of permanent expense not deductible in determining taxable profit 2 9
Tax effect of Group losses utilised within the Group (10) 65
Group losses utilised for prior year tax payable - 10
Tax increase from effect of unrelieved tax losses carried forward (15) (17)
Jersey tax decrease (15) 2
Year to Year to
30 Sep 2024 30 Sep 2023
£'000 £'000
Profit before tax applicable to financial service companies in Singapore from 11 -
date of acquisition to year end
Tax for financial service companies at 17% 1 -
Singapore tax increase 1 -
Deferred tax assets and liabilities
Year to Year to
30 Sep 2024 30 Sep 2023
£'000 £'000
Losses brought forward 151 153
Losses for the year 42 85
Utilised within the Group (42) (74)
Prior year losses used as part of group relief 16 -
Losses used in prior year tax charges - (13)
Losses carried forward 167 151
Capital allowances 1 1
Deferred tax asset 168 152
9. Intangible assets
On 11 December 2023, TEAM plc acquired the economic rights to the share
capital of NEBA Financial Solutions Private LTD (NEBA Singapore) and NEBA
Financial Solutions LTD (NEBA Malaysia). The joint grouping of the companies
is hereby referred to the "NEBA Group" companies where necessary.
NEBA Singapore is a trading company incorporated and registered in Singapore
and was acquired for a total headline consideration of £1.
NEBA Malaysia is a trading company incorporated and registered in Malaysia and
was acquired for a total headline consideration of £1,531,227. The headline
consideration was to be satisfied by the issue of 3,281,250 new Ordinary TEAM
shares (being £1,181,250 at a share price of 36 pence per share) plus cash of
£349,977.
The 3,281,250 shares were issued on 17(th) April 2024. As at 17(th) April 2024
the mid-market share price for TEAM ordinary shares had fallen from 36 pence
when the commercial terms for the transaction were agreed, to 19.5 pence,
leading to a reduction in the value of the equity to be issued from
£1,181,250 to £639,844. Consequently £541,406 is included as a fair value
gain on deferred consideration in the Statement of Comprehensive Income.
Included in the Statement of Comprehensive Income are £64,000 of transactions
costs relating to this acquisition.
Where appropriate goodwill is recognise as part of a business combination
after the fair values of the identifiable assets, liabilities and contingent
assets of the acquired business have been determined. A summary of the fair
values of each major class of consideration in relation to the acquisitions in
the year are listed in the next tables:
As at 11
December 2023
£'000
Value of assets acquired : NEBA Malaysia
Cash and cash equivalents 246
Trade and other receivables 155
Total value of assets for NEBA Malaysia 401
As at 11
December 2023
£'000
Total consideration paid 1,531
Value of assets acquired (401)
Goodwill arising on acquisition of NEBA Malaysia 1,130
As at 11
December 2023
£
Consideration 1
Value of assets acquired* -
Goodwill arising on acquisition of NEBA Singapore 1
*There was no value to the assets acquired of NEBA Singapore at 11 December
2023
The Directors have assessed the future contribution of the NEBA Group to TEAM,
and as a result of the expected flow of client assets into the TEAM MPS, they
believe the combined goodwill balance of £1,130k is supported by the future
profit contribution to the Group.
The Group considers both qualitative and quantitative factors when determining
whether goodwill or an intangible asset may be impaired. At each year end, the
Group reviews all intangible assets and goodwill separately and individually
to assess and identify any indicators of impairment. Using an excess earnings
approach discounted based on approved budgets and the following assumptions:
· Weighted average cost of capital of 11.25% - based public and
industry standards.
· Revenue forecast:
o Intangible - a lost customer attrition rate of 5% for identifiable
customer relationships
o Goodwill - a growth rate of 5% for total revenue
o Based on past performance and managements future expectations as part of
the budgets, taking into account growth in the industry.
· Growth rate for staff and other costs in line with the revenue %'s
above - as these costs are associated with the revenue of the business, they
will adjust in line with the related projections for revenue.
· Forecast review period of 10 years - based on the usual contractual
period with clients and to link together with the amortisation period of the
intangibles.
The Group has identified an impairment on goodwill during the year of
£600,000 (2023: £nil). The impairment is allocated against one cash
generating unit and is disclosed in the table below. The Group will continue
to monitor all assets at each year end and will impair assets where indicators
are present.
Year to Year to
30 Sep 2024 30 Sep 2023
£'000 £'000
Customer Relationships 5,391 6,386
Goodwill 6,542 6,012
Total Intangible Asset 11,933 12,398
Theta Enhanced Asset Management Limited JCAP Limited Omega Financial Services Limited Concentric Group Limited GE BVI Limited NEBA Financial Solutions Private LTD NEBA Financial Solutions LTD Total
customer relationships
Customer Relationships £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
Cost
At 1 October 2023 1,059 1,759 3,279 2,091 - - - 8,188
At 30 September 2024 1,059 1,759 3,279 2,091 - - - 8,188
Amortisation
At 1 October 2023 388 792 382 240 - - - 1,802
Charge for the year 106 352 328 209 - - - 995
At 30 September 2024 494 1,144 710 449 - - - 2,797
Carrying Amount
At 30 September 2024 565 615 2,569 1,642 - - - 5,391
At 30 September 2023 671 967 2,897 1,851 - - - 6,386
Theta Enhanced Asset Management Limited JCAP Limited Omega Financial Services Limited Concentric Group Limited GE BVI Limited NEBA Financial Solutions Private LTD NEBA Financial Solutions LTD Total
Goodwill
Goodwill £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
Cost
At 1 October 2023 - 1,191 536 168 4,117 - - 6,012
Acquired through business combinations - - - - 1,129 1,130
- 1
Impairment - (600) - - - - - (600)
At 30 September 2024 - 591 536 168 4,117 1 1,129 6,542
10. Property, plant, and equipment
Right of Equipment Computer Leasehold
use assets & fixtures Hardware Improvements Total
£'000 £'000 £'000 £'000 £'000
Cost
At 1 October 2023 800 67 81 2 950
Additions 141 - 10 - 151
Disposals - - (11) - (11)
At 30 September 2024 941 67 80 2 1,090
Depreciation
At 1 October 2023 227 28 40 1 296
Disposals - - (4) - (4)
Charge for the year 132 22 14 - 168
At 30 September 2024 359 50 50 1 460
Carrying Amount
At 30 September 2024 582 17 30 1 630
At 30 September 2023 573 39 41 1 654
The right-to-use asset balance is made up of four properties across the Group.
The four properties are:
- 6 Caledonia Place, St Helier, Jersey, JE2 3NG. The lease term ends
on 30 April 2030.
- Ground Floor, 3 Mulcaster Street, St Helier, Jersey, JE2 3NJ. The
lease term ends on 23 March 2026.
- Third Floor, Conway House, St Helier, Jersey, JE2 3NT. The lease
term ends on 31 October 2027.
- #11-02, 112 Robinson Road, Singapore 068902. The lease term ends
on 31 August 2026.
11. Subsidiary undertakings
Proportion held by Group Proportion held by Subsidiary Proportion held by Group Proportion held by Subsidiary
Undertakings Country of incorporation Holding 30-Sep-24 30-Sep-24 30-Sep-23 30-Sep-23
TEAM Midco Limited Jersey Ordinary 100% 0% 100% 0%
JCAP Limited Jersey Ordinary 100% 100% 100% 100%
Theta Enhanced Asset Management Limited Jersey Ordinary 100% 100% 100% 100%
TEAM (UK) Management Services Limited U.K. Ordinary 100% 100% 100% 100%
TEAM Nominees Limited (dissolved on 25/10/2024) Jersey Ordinary 100% 100% 100% 100%
Omega Financial Services Limited Jersey Ordinary 100% 100% 100% 100%
Concentric Group Limited Jersey Ordinary 100% 100% 100% 100%
Concentric Financial Services Limited Jersey Ordinary 100% 100% 100% 100%
Concentric Analytics Limited Jersey Ordinary 100% 100% 100% 100%
Globaleye (BVI) Limited British Virgin Islands Ordinary 100% 100% 100% 100%
Globaleye Insurance Brokerage (L.L.C) ((1)) United Arab Emirates Ordinary 100% 100% 100% 100%
Globaleye Capital Advisory LLC ((2)) United Arab Emirates Ordinary 100% 100% 100% 100%
Globaleye PTE LTD Singapore Ordinary 100% 100% 100% 100%
Globaleye (Labuan) Limited Malaysia Ordinary 100% 100% 100% 100%
Globaleye Wealth South Africa (PTY) Ltd ((3)) South Africa Ordinary 100% 100% 100% 100%
NEBA Financial Solutions Private LTD Singapore Ordinary 100% 100% 0% 0%
NEBA Financial Solutions LTD Malaysia Ordinary 100% 100% 0% 0%
Concentric Financial Services Guernsey Limited Guernsey Ordinary 100% 100% 0% 0%
100% of the economic benefits from the share capital of NEBA Malaysia and NEBA
Singapore were acquired in the year, in line with the strategy of the Group to
become a leading wealth manager in global markets.
Since being acquired on 11 December 2023, NEBA Group has earned revenue of
£2.9m and a profit of £294k for the period ended 30 September 2024.
During the year, Concentric Financial Services Guernsey Limited was set up in
Guernsey with the Company owning 100% of the share capital.
100% of the economic benefits from the share capital of Globaleye (BVI)
Limited and its associated subsidiaries were acquired in the prior year. The
ownership of the shares will be transferred to Team on receipt of consent from
the various regulatory organisations granting licenses to Globaleye.
(1) As is required by local legislation, a majority of the shares (51%) in
Globaleye Insurance Brokerage LLC are held by local individual, as nominee for
the shareholders of Globaleye BVI.
(2) For Globaleye Capital Advisory LLC a local individual holds 10% of the
share capital, again as a nominee for the shareholders of Globaleye BVI.
(3) For Globaleye Wealth South Africa (PTY) Ltd a local individual hold 1%
of the share capital as a nominee for the shareholders of Globaleye BVI.
12. Long-term deposit
On 6 August 2020, a group company entered into a client agreement with
Pershing (Channel Islands) Limited ("Pershing"), whereby Pershing is to
provide the company with the following services:
§ clearing and settlement services in relation to permitted investments;
§ execution of transactions to permitted investments and foreign exchange
transactions in connection with executed trades; and
§ custody and nominee services.
The total amount held by Pershing on a deposit account, on behalf of the
Company during the year was £100,000 (30 September 2023: £100,000). The
client agreement is binding for a period of 7 years from the 6 August 2020 and
may be terminated by way of written notice of not less than 180 days following
the end of the 7 years' period.
The Company has opted to classify the deposit under the amortised cost method.
The present value of the deposit at the 30 September 2024 was £78,174 (30
September 2023: £70,691) based on a discount rate of 11.25% (30 September
2023: 11.25%).
13. Cash and cash equivalents
30 Sep 2024 30 Sep 2023
£'000 £'000
Cash 1,074 1,244
Fixed deposits 662 694
1,736 1,938
Included in cash and cash equivalents are fixed cash deposit accounts of
£662,000 (2023: £694,000) which are required for regulated insurance
companies in the United Arab Emirates if the company continues to remain
functional. If the licence was to end, the amounts would be returned on demand
to the relevant company.
In Jersey, the group has three regulated entities which follow the Jersey
Financial Services Commission Code of Practice for Fund Services Business and
Investment Business. There is a requirement for these companies to maintain a
surplus of adjusted net liquid assets over the expenditure requirement in a
ratio of 110%. The ANLA is reviewed quarterly by management.
14. Trade and other receivables
30 Sep 2024 30 Sep 2023
£'000 £'000
Due within one year
Trade receivables 132 188
Accrued income 317 274
Prepayments and other receivables 548 269
997 731
In the view of the Directors, there is no impairment of receivables as at 30
September 2024 (30 September 2023: nil)
15. Trade and other payables
30 Sep 2024 30 Sep 2023
Note £'000 £'000
Due within one year
Lease liability 16 183 152
Payables 465 486
Social security and other taxes 8 69
Other Payables 495 1,111
Deferred consideration - cash settled 1,555 679
Deferred consideration - equity settled 359 3,077
Accruals 359 414
Loan notes 1,735 -
5,159 5,988
30 Sep 2024 30 Sep 2023
Note £'000 £'000
Due after one year
Lease liability 16 438 441
Deferred consideration - cash settled - 679
Deferred consideration - equity settled - 186
Loan Notes - 425
438 1,731
The acquisition of NEBA Group was funded by the obligation to issue new TEAM
Plc's equity for an initial valuation 3,281,250 new Ordinary TEAM shares
(being £1,181,250 at a share price of 36 pence per share) plus cash of
£349,977.
The 3,281,250 shares were issued on 17(th) April 2024. At 17(th) April 2024
the mid-market share price for TEAM ordinary shares had fallen from 36 pence
when the commercial terms for the transaction were agreed, to 19.5 pence,
leading to a reduction in the value of the equity to be issued from
£1,181,250 to £639,844. Consequently £541,406 is included as a fair value
gain on deferred consideration in the Statement of Comprehensive Income.
The deferred payment for the acquisition of CGL was settled during the year on
27 October 2023. This was reduced from the maximum of £833,000, to £655,000,
based on actual revenues earned against set targets. The difference of
£178,000 was included in the fair value gains on deferred consideration in
the Statement of Comprehensive Income in the prior year. The deferred payment
for the acquisition of the Globaleye Group was settled during the year on 27
October 2023 with 6,208,667 shares issued at a value of £2,235,120.
The deferred payments for the acquisition of Omega Financial Service Limited
did not fall due during the period. A balance of £1,555,293 is due within
twelve months, made up of £1,196,290 in cash and £359,003 of Ordinary TEAM
shares. The total balance has been reduced by £188,237 during the year
following a fall in the mid-market share price to 12 pence per share at the
year end.
Deferred Consideration 30 Sep 2024 30 Sep 2023
£'000 £'000
Opening balance 4,621 2,649
Additions in year 1,531 3,672
Adjustments in fair value during the year (730) (1,680)
Interest on late payment of deferred cash considerations 22 -
Deferred consideration paid in year (3,530) (20)
Closing balance 1,914 4,621
The Company issued £835,000 (2023: £425,000) of unsecured loan notes and
repaid £25,000 (including the associated interest) during the year. The loan
notes are repayable on 31 December 2024, expecting to be rolled for a further
12 months and interest will roll up and be repaid on maturity. The interest
rate payable on the loan notes is 12%. The Company can repay the loan notes
prior to the repayment date at any time without penalty. The loan noteholders
cannot request early repayment. The total balance of loan notes plus accrued
interest at the year end was £1,365,174 (2023: £435,464).
The Company also issued a convertible loan note for £500,000 during the year.
The note has a term of 5 years due 7(th) May 2029 but may be redeemed early at
the option of the Company after an initial period of at least 12 months. The
loan notes are convertible into the Company's ordinary shares at any time
during the period prior to the third anniversary of issue, at the election of
the noteholder at 25 pence per share. Any loan notes not converted into
Ordinary Shares must be repaid by the Company at par, together with any
accrued interest.
16. Lease liabilities
The amount of interest on the lease liabilities recognised as an expense
during the year was £33,884 (30 September 2023: £40,136). Following the
acquisition of Globaleye during the year, the Group now occupies four
properties. 1) 6 Caledonia Place, St Helier, Jersey, JE2 3NG. The lease
repayments are £70,000 per annum. The lease term ends on 30 April 2030. 2)
Ground Floor, 3 Mulcaster Street, St Helier, Jersey, JE2 3NJ. The lease
repayments are £30,000 per annum. The lease term ends on 23 March 2026. 3)
Third Floor, Conway House, St Helier, Jersey, JE2 3NT. The lease repayments
are £40,680 per annum. The lease terms ends on 31 October 2027. 4) #11-02,
112 Robinson Road, Singapore 068902. The lease term ends on 31 August 2026.
30 Sep 2024 30 Sep 2023
£'000 £'000
Maturity analysis
Not later than one year 183 152
Between one and five years 398 336
Greater than 5 years 40 105
621 593
17. Stated capital
30 Sep 2024 30 Sep 2023
No. No.
Allotted, called, and fully paid shares
Ordinary shares* 39,679,514 21,976,145
*all shares hold equal voting rights of 1 vote each, the board can issue new
shares up to the limit specified in the prior year's AGM.
30 Sep 2024 30 Sep 2023
£'000 £'000
Stated capital
Opening balance 12,349 12,349
New Capital subscribed 4,636 -
16,985 12,349
18. Related party transactions
Key management personnel are the same as the Directors. Remuneration of the
Directors is disclosed in note 5 to the financial statements.
There are no further related party transactions to be disclosed during the
year.
19. Financial instruments
30 Sep 2024 30 Sept 2023
£'000 £'000
Categorisation of financial instruments
Financial assets measured at amortised cost: 132 188
Trade receivables
Long-term deposit 78 71
Fixed deposits 662 694
Cash and cash equivalents 1,074 1,244
1,946 2,197
Financial liabilities measured at amortised cost: (465) (486)
Trade payables
Other payables (495) (1,111)
Loan notes (1,735) (425)
Lease liability (621) (593)
(3,316) (2,615)
Financial liabilities measured at fair value:
Deferred Consideration (1,914) (4,621)
(1,914) (4,621)
20. Capital management
The Group's objectives when managing capital are to safeguard their ability to
continue as a going concern, so that they can continue to provide returns for
shareholders and benefits for other stakeholders and maintain an optimal
capital structure to reduce the cost of capital. In order to maintain or
adjust the capital structure, the Group may adjust the amount of dividends
paid to shareholders, return capital to shareholders, issue new shares or sell
assets to reduce debt.
Certain activities of the Group are regulated by the JFSC which is the
regulator for financial services businesses in Jersey and has responsibility
for policy, monitoring, and discipline for the financial services industry.
The JFSC requires the regulated entities' resources to be adequate, that is
sufficient in terms of quantity, quality, and availability. There are also
Group activities governed by regulators in the UAE, Singapore, South Africa,
and Labuan, and these also have capital or other financial requirements on the
regulated entity.
Credit risk management
The maximum exposure to credit risk at the end of the reporting period is the
carrying amount of each class of financial assets mentioned above. Revenue is
generated daily, and cash is received in arrears, typically within 30 days
from the month or quarter end. The Group does not believe there is significant
credit risk. In addition, the financial assets are neither past due nor
impaired.
Foreign currency risk management
The Group is exposed to foreign exchange risk as it manages client assets in
Euro, US Dollar, Swiss Franc, UAE Dirham, Singapore Dollar, Malaysian Ringgit
and South African Rand. Change in the exchange rate will have an impact on the
fees earned when translated into Sterling.
While the Globaleye Group companies are impacted by foreign exchanged, the
overall effect on the TEAM plc numbers is not very significant as shown by the
sensitivity analysis below:
Effect in £'000s of a % change in exchange rates + 1% -1%
Loss for the year 2 2
Revenue 73 73
Cash and cash equivalents 10 10
Net assets 5 5
Market risk management
The Group is mainly exposed to market risk in respect of variations in
customers' asset values and therefore the management fees that the Group
receives. There has been no material change to the Group's exposure to market
risks or the way it manages and measures the risks.
Interest risk management
The Group has no borrowings exposed to variable interest rates and is
therefore not exposed to interest rate risk in that respect.
Liquidity risk management
The Group manages liquidity risk by maintaining adequate reserves and by
continuously monitoring the capital requirements of the Group. As of 30
September 2024, the deficit of financial assets over financial liabilities was
£3,284,000 (30 September 2023: deficit of £5,039,000).
Remaining maturities of financial liabilities:
Less than Between Greater than
one year 2-5 years 5 years Total
£'000 £'000 £'000 £'000
Trade payables 465 - - 465
Other payables 2,409 - - 2,409
Loan notes 1,735 - - 1,735
Lease liabilities 183 398 40 621
At 30 September 2024 4,792 398 40 5,230
Less than Between Greater than
one year 2-5 years 5 years Total
£'000 £'000 £'000 £'000
Trade payables 486 - - 486
Other payables 4,867 865 - 5,732
Loan notes - 425 - 425
Lease liabilities 152 336 105 593
At 30 September 2023 5,505 1,626 105 7,236
21. Earnings per share
The Group has calculated the weighted-average number of outstanding ordinary
shares for the period as follows:
Weighted Average Number of Shares 2024 Date Number of shares Time weighting Weighted average number of shares
1 October 2023 - balance brought forward 01-Oct-23 21,976,145 12/12 21,976,145
Share issue 27-Oct-24 8,029,069 11/12 7,359,980
WRAP retail offer 17-Apr-24 6,231,500 5/12 2,856,104
Share issue 17-Apr-24 3,281,250 5/12 1,503,906
Share award 17-Apr-24 36,550 5/12 16,752
Equity issue 27-Jun-24 125,000 3/12 31,250
39,679,514 12 months 33,744,137
Weighted Average Number of Shares 2023 Date Number of shares Time weighting Weighted average number of shares
1 October 2022 - balance brought forward 01-Oct-22 21,976,145 12/12 21,976,145
21,976,145 12 months 21,976,145
Loss per share 30 Sep 2024 30 Sep 2023
£ £
Loss per share
Loss for the financial period and total comprehensive loss (2,907,126) (445,524)
Weighted average number of shares 33,744,137 21,976,145
(0.086) (0. 020)
Adjusted Loss per share Year to Period to
30 Sep 2024 30 Sep 2023
£'000 £'000
Loss after tax (2,907) (445)
Interest 173 35
Tax (14) 2
Depreciation 168 171
Amortisation of intangible assets 995 995
EBITDA (1,585) 758
Acquisition related expenses* 64 222
Share award expense 1 13
Impairment of goodwill 600 -
Fair value adjustments (730) (1,680)
Adjusted EBITDA (1,650) (687)
Weighted average number of shares 33,744,137 21,976,145
(0.049) (0.031)
*Acquisition related expenses relate to third party advisor costs incurred on
the acquisition of
NEBA Group and various work in progress on other potential transactions
over the year.
22. Ultimate controlling party
In the opinion of the Directors, there is no single ultimate controlling
party.
23. Events after the statement of reporting date
On 25 October 2024 the Company announced that the acquisition of HBFS
financial Services Limited was no longer taking place.
On 7 November 2024 the company welcomed Salus Alpha Financial Services AG as a
new strategic investor with a holding of 8.9% in the Company.
On 3 December 2024 the Company announced it had completed an equity fund raise
for £1.1 million.
On 5 December 2024 the Company reported a further £250,000 subscription into
a convertible loan note by Harwood Capital Management, bringing the total
invested to £750,000 at a conversion price of 15 pence per share.
On 12 December 2024 the Company announced that it had raised £46,253 via the
WRAP offer to retail shareholders.
On 23 December 2024 the Company announced a facility for up to £1 million in
new convertible loan notes with NFG Capital. On 3 March the Company announces
the subscription by funds controlled by Epic Investment Partners for a total
of £586,675, plus £100,000 issued to the vendors of Omega for part
settlement of the deferred consideration.
The Company held an EGM on 24 January 2025 which gave shareholder approval to
issue further shares to satisfy the demand for shares from the fundraise in
December (1.8 million shares), authority for the issue of shares pursuant to
the convertible loan notes issued (a total of 11.7 million shares) and a
general authority to issue a further 20 million shares. These resolutions were
approved by shareholders.
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