CAV.L

Cavendish Financial plc
Cavendish Financial - 2025 Interim Results
11th November 2024, 07:00
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RNS Number : 6842L
Cavendish Financial PLC
11 November 2024
 

 

The information contained within this announcement is deemed to constitute inside information as stipulated under the retained EU law version of the Market Abuse Regulation (EU) No. 596/2014 (the "UK MAR") which is part of UK law by virtue of the European Union (Withdrawal) Act 2018. The information is disclosed in accordance with Cavendish's obligations under Article 17 of the UK MAR. Upon the publication of this announcement, this inside information is now considered to be in the public domain. 

11 November 2024

 

Cavendish Financial plc

("Cavendish" or the "Group")

 

2025 Interim Results

 

Cavendish Financial plc (AIM: CAV), a leading UK investment bank and trusted adviser to both public and private companies, today announces unaudited interim results for the six month period ended 30 September 2024.

 

 

H1'25 FINANCIAL HIGHLIGHTS

 

•       Revenues of £27.7m increasing 42% vs the same period last year (H1'24: £19.5m)

 

•       Cash balances at 30 September of £17.2m, an increase of 40% vs the same date last year (H1'24: £12.3m)

 

•       Remained strongly cash generative since the period end, with current cash balances as at 7 November 2024 of £23.3m

 

•       Adjusted profit before tax* of £1.8m delivers a 7% profit margin

 

•       Interim dividend of 0.3p per share, reflecting profitable performance during the period and confidence in performance for the full year

 

•       Adjusted Earnings per Share*: 0.4p (H1'24:(1.6p))

 

H1'25 OPERATIONAL HIGHLIGHTS

 

·     More than 50 transactions executed during the period, with a value of £1.8 billion

 

·     Continued investment in Group talent, with select hires across front office teams

 

·     Non-employee costs reduced by 12% to £7.7m during the period (H1'24: £8.8m) reflecting continued Group efficiencies, investments in AI capabilities and the ongoing scale benefits of the merger

 

* Adjusted profit before taxation prior to share-based payments, non-recurring items (of which there were zero in the period), share of associate profits and fair value gains on long term investments.

Prior period comparatives are on an unaudited pro forma basis reflecting the addition of the unaudited consolidated results of finnCap Group plc and the unaudited consolidated results of Cenkos Securities plc for the relevant period as if they were consolidated fully for that period.  Pro forma information is a non-GAAP measure and is provided to assist with a better understanding of the Group's performance.

 

JULIAN MORSE AND JOHN FARRUGIA, CO-CHIEF EXECUTIVE OFFICERS OF CAVENDISH, COMMENTED:

"Our profitable first half, in both public and private markets, demonstrates the broad appeal of our service offering and the efficiency of our platform.  We have a solid pipeline of both public and private transactions in train including a number of potential IPOs. 

In the period we have executed over 50 transactions, with a value of £1.8bn. We have increased our share in the public markets, both in terms of the number of AIM clients (rank 1st) and also by adding clients on the Main Market. In doing so, we have increased the average market capitalisation of our client base.

The removal of the recent fiscal uncertainty is one step forward in realising the value in UK small and mid-cap quoted companies and we are committed to driving the dialogue to stimulate further investment in such companies. We are pleased that AIM was recognised by name during the recent Budget Statement, which is undoubtedly a reflection of the contribution its companies make to the UK's real economy and Cavendish is immensely proud to play its part in this vital sector.

Whilst market conditions have yet to improve significantly post the general election, we remain well placed to benefit as and when they do."

CAPITAL STRENGTH

The Group continues to have surplus capital and a strong liquidity position, reflecting careful cash flow management and operational efficiency. This provides the flexibility to adapt to changing market conditions and to invest in opportunities that align with our growth objectives.

INTERIM DIVIDEND

The Board has declared an interim dividend of 0.3p per share in respect of the six months ended 30 September 2024 (the "Interim Dividend") (total dividend 0.25p in FY'24). The Interim Dividend will be paid on 11 December 2024 to shareholders registered on the record date of 22 November 2024, reflecting Cavendish's commitment to returning value to shareholders.

OUTLOOK

Cavendish has started the second half well, with the H2'25 revenue run rate continuing in-line with H1'25 and deal flow balanced across ECM, Public and Private M&A, Debt Advisory and Private Growth Capital.  We are positive about the future as we continue to win clients and see increasing demand for IPOs as companies seek to join the UK markets. 

In the recent UK Budget, the Chancellor's announcement that shares in companies quoted on AIM will be afforded 50% inheritance tax relief from 5 April 2026 recognises the vital role played by this market in the UK's economic growth and removes any uncertainty about its future.

We believe this relief, coupled with the inclusion from 2027 of unused pension funds within inheritance tax, means AIM shares will become particularly attractive from a tax planning perspective.

UK small and mid-cap markets are trading at historically high multi-decade discounts to their global peers. With interest rates reducing, a positive agenda for pension fund reforms, a stable political landscape and the uncertainty around AIM now resolved, we see the attraction of investing in the UK increasing and expect the headwinds that have been constraining our markets to abate, narrowing this discount. Furthermore, we do not expect that the modest increases to capital gains tax will impact levels of activity for public or private company transactions.

 

BUSINESS REVIEW

Revenue from public and private market transactions continued to be well diversified.  Transaction volumes were broadly consistent with H2'24, with the size of public market deals reducing in the latter part of the period as the market became increasingly nervous ahead of the Budget on 30 October 2024.

Share trading activity was relatively buoyant in the early part of the period facilitating the raising of funds for quoted companies, though it slowed in the latter part of the period due to uncertainty around the Budget.

 

MARKET CONDITIONS

The FTSE AIM All Share Index was broadly flat over the six-month period to 30 September 2024, having increased by more than 9% in the first two months and declining thereafter.   By contrast the FTSE 100 Index increased by 5.4%. Other small cap markets that were not directly affected by fiscal uncertainty around the Budget performed well in the period with the FTSE Small Cap index increasing by 8.6% over the period and the FTSE 250 increasing by 8.8%. The immediate market reaction to the Budget was a 4% increase in the value of the AIM All-Share Index, reflecting the removal of much of the uncertainty about the future of the market.

Other market drivers have continued to improve gradually, with less inflationary pressure, falling interest rates, and a new Government exploring ways to stimulate growth. 

 

INVESTMENT BANKING REVENUE

Investment Banking revenue comprises recurring retainer income from corporate clients and advisory fees earned from ECM, M&A, debt and private placings.

On a pro forma basis, revenue increased by 49% versus the same period last year, reflecting the diversity of our service offering and the ability to continue to execute transactions on behalf of our clients despite sometimes challenging market conditions.

 


6 months ended

6 months ended


30 Sep 2024

30 Sep 2023


Reported

Pro forma

Reported


£'000

£'000

£'000

Retainers

5,956

6,471

3,914

Transactions

18,931

10,287

8,019

Investment Banking

24,887

16,758

11,933

 



 

EQUITIES REVENUE        

Despite subdued equity issuance and investor demand during the period in the UK, we maintained our proactive engagement with institutional clients and focus on the quality of service we delivered. Market making profits and commission income were slightly ahead of the same period last year, on a pro forma basis.

 


6 months ended

6 months ended


30 Sep 2024

30 Sep 2023


Reported

Pro forma

Reported


£'000

£'000

£'000

Equities

2,820

2,768

1,432

 

OPERATING EXPENSES

Disciplined cost control delivered improvements with a wide range of vendor services which reduced non-employee costs by 12% compared with the same period last year on a pro forma basis.   These improvements provide us with the headroom to fully absorb increased employee costs following the increase to National Insurance announced in the Budget.

Increased employee costs relative to the same period last year reflect the return to profitability and a compensation ratio of 64%.

 


6 months ended

6 months ended


30 Sep 2024

30 Sep 2023


Reported

Pro forma

Reported


£'000

£'000

£'000

Employee benefit

19,841

17,772

11,855

Non-employee

7,740

8,769

5,663

Administrative expenses

27,581

26,541

17,518

 

 



 

NON-RECURRING COSTS

There were no non-recurring costs in the period.


6 months ended

6 months ended

12 months ended


30 Sep 2024

30 Sep 2023

31 Mar 2021


Reported

Reported

Reported


£'000

£'000

£'000

Negative goodwill

-

(5,771)

(5,771)

Onerous contracts

-

1,811

2,563

Group restructuring

-

620

2,026

Transactions costs

-

1,115

1,234

Non-recurring items

-

(2,225)

52

 

Negative goodwill reflects the difference between of the fair value of Cavendish Securities plc's net assets at merger and the value of the shares issued for the purchase. Onerous contracts reflect the write down of the property no longer occupied by Cavendish Securities plc. Group restructuring is the cost of the headcount reduction programme and Transaction costs cover the advisory fees relating to the merger. 



 

CONSOLIDATED INCOME STATEMENT

UNAUDITED FOR THE 6 MONTHS ENDED 30 SEPTEMBER 2024






6 months ended

6 months ended

12 months ended

 





30 September 2024

30 September 2023

31 March 2024

 





Unaudited

Unaudited

Audited

 





£'000

£'000

£'000

 




Notes

 



Revenue




2

27,707

13,365

48,088

Other operating expense


3

(87)

(90)

(293)

Administrative expenses


4

(27,581)

(17,518)

(51,643)

Operating profit / (loss) before non-recurring items

39

(4,243)

(3,848)

Non-recurring items



5

-

2,225

(52)

Operating profit / (loss) after non-recurring items

39

(2,018)

(3,900)

Share of joint venture and associate losses

(135)

(241)

(346)

Finance income




338

73

359

Finance charge




(190)

(223)

(425)

Profit / (loss) before taxation

 



52

(2,409)

(4,312)

 








Analysed as

 

 

 

 

 

 

Adjusted profit / (loss) before tax

 


1,853

(3,557)

(1,717)

Non-recurring items




-

2,225

(52)

Share based payments




(1,579)

(746)

(1,747)

Adjusting items



10

(222)

(331)

(796)

Profit / (loss) before tax

 

 

 

52

(2,409)

(4,312)

 








Taxation





(15)

1,168

766

Profit / (loss) attributable to equity shareholders

 

37

(1,241)

(3,546)

Total comprehensive profit / (loss) for the year

 

37

(1,241)

(3,546)

 








Earnings per share (pence)

 





Basic




6

0.01

(0.66)

(1.40)

Diluted




6

0.01

(0.66)

(1.40)









Analysed as

 

 

 

 

Adjusted profit / (loss) before tax

 


1,853

(3,557)

(1,717)

Share of joint venture and associate losses

(135)

(241)

(346)

Taxation





(371)

711

343

Adjusted earnings / (loss)

 



1,347

(3,087)

(1,877)

Basic shares




330,827,536

187,101,924

252,903,559

Adjusted earnings / (loss) per share

 

 

0.4

(1.6)

(0.7)
















 

 

CONSOLIDATED BALANCE SHEET

UNAUDITED FOR THE 6 MONTHS ENDED 30 SEPTEMBER 2024

 


 

30 Sep 2024

30 Sep 2023

31 Mar 2024


 

Unaudited

Unaudited

Audited


Notes

£'000

£'000

£'000

Non-current assets





Property, plant and equipment


10,150

11,960

11,052

Intangible assets


13,432

13,534

13,436

Investment in associates and joint ventures


1,947

1,987

1,982

Financial assets held at fair value 


451

746

538

Deferred tax asset

8

3,611

4,040

3,626

Total non-current assets

 

29,591

32,267

30,634

Current assets





Trade and other receivables

8

24,338

17,382

22,714

Current assets held at fair value


2,204

5,624

4,210

Cash and cash equivalents


17,213

12,341

20,739

Total current assets

 

43,755

35,347

47,663

Total assets

 

73,346

67,614

78,297

Non-current liabilities





Lease liability


10,597

10,214

8,713

Borrowings


-

291

98

Provisions


815

66

82

Total non-current liabilities

 

11,412

10,571

8,893

Current liabilities





Trade and other payables


21,905

17,247

29,398

Borrowings                           


291

414

386

Total current liabilities       

 

22,196

17,661

29,784

Equity    





Share capital        


3,857

3,622

3,847

Share premium


3,216

1,716

3,099

Own shares held

8

(4,379)

(5,090)

(4,799)

EBT reserve


(274)

(350)

(274)

Merger relief reserve

8

25,151

25,151

25,151

Share based payments reserve


3,365

3,107

3,766

Retained earnings


8,802

11,226

8,830

Total equity

 

39,738

39,382

39,620

Total equity and liabilities

 

73,346

67,614

78,297

 


CONSOLIDATED STATEMENT OF CHANGE IN EQUITY

UNAUDITED FOR THE 6 MONTHS ENDED 30 SEPTEMBER 2024

 




Own

 

Merger

Share Based

 


Share

Share

Shares

EBT

Relief

Payment

Retained

Total

 

 

Capital

Premium

Held

Reserve

Reserve

Reserve

Earnings

Equity

 

 

£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

 

Balance at 31 March 2023

1,811

1,716

(1,926)

(294)

10,482

1,771

12,411

25,971

 

Total comprehensive expense for the period

-

-

-

(56)

-

-

(1,185)

(1,241)

 

Transactions with owners:









 

Share based payments charge

-

-

-

-

-

746

-

746

 

Investment in subsidiaries

1,811

-

(3,164)

-

14,669

590

-

13,906

 

 

1,811

-

(3,164)

-

14,669

1,336

-

14,652

 

Balance at 30 September 2023

3,622

1,716

(5,090)

(350)

25,151

3,107

11,226

39,382

 

Total comprehensive expense for the period

-

-

-

76

-

-

(2,381)

(2,305)

 

Transactions with owners:

 








 

Share based payments charge

-

-

-

-

-

1,001

-

1,001

 

Purchase of shares

-

-

(67)

-

-

-

-

(67)

 

Share based payments

225

1,383

358

-

-

(342)

(15)

1,609

 

 

225

1,383

291

-

-

659

(15)

2,543

 

Balance at 31 March 2024

3,847

3,099

(4,799)

(274)

25,151

3,766

8,830

39,620

 

Total comprehensive income for the period

-

-

-

-

-

-

37

37

 

Transactions with owners:









 

Share based payments charge

-

-

-

-

-

789

-

789

 

Issued share capital

10

117

-

-

-

-

-

127

 

Share based payments

-

-

420

-

-

(1,190)

(65)

(835)

 

 

10

117

420

-

-

(401)

(65)

81

 

Balance at 30 September 2024

3,857

3,216

(4,379)

(274)

25,151

3,365

8,802

39,738

 

 



 

CONSOLIDATED STATEMENT OF CASH FLOWS

UNAUDITED FOR THE 6 MONTHS ENDED 30 SEPTEMBER 2024

               

 

6 months ended

6 months ended

12 months ended


 

30 Sep 2024

30 Sep 2023

31 Mar 2024


 

Unaudited

Unaudited

Audited


 

£'000

£'000

£'000

Cash flows from operating activities




Profit / (loss) before taxation

52

(2,409)

(4,312)

Adjustments for:




Depreciation

941

919

1,899

Amortisation

41

28

157

Share of joint venture and associate losses

135

241

346

Negative Goodwill

-

(5,771)

(5,771)

Onerous contracts

-

1,523

1,522

Finance income

(338)

(73)

(359)

Finance charge

190

223

425

Share based payments charge

1,579

746

1,747

Net fair value gains recognised in profit or loss

87

90

305

Payments received of non-cash assets

(226)

-

(55)

 

2,461

(4,483)

(4,096)

Changes in working capital:




Trade and other receivables

(1,624)

3,985

(1,796)

Trade and other payables

(4,911)

(4,639)

7,543

Provisions

-

(10)

53

Cash (used in) / generated from operations

(4,074)

(5,147)

1,704

Net payments for current asset investments held at fair value through profit or loss

2,006

(1,719)

(305)

Tax paid

-

-

256

Net (used in) / generated from operations

(2,068)

(6,866)

1,655

Purchase of property, plant and equipment

(46)

(109)

(174)

Purchase of intangible assets

(36)

(70)

(101)

Proceeds on sale of investments

-

-

(150)

Acquisition of subsidiary

-

11,576

11,576

Investment in associates and joint ventures

(100)

(50)

83

Interest received

338

73

359

Net cash from investing activities

156

11,420

11,593

Proceeds from exercise of options

17

-

1,540

Interest paid

(14)

(14)

(34)

Lease liabilities payments

(1,424)

(962)

(2,557)

Repayment of borrowings

(193)

(619)

(840)

Net cash from financing activities

(1,614)

(1,595)

(1,891)

Net (decrease) / increase in cash and cash equivalents

(3,526)

2,959

11,357

Cash and cash equivalents at beginning of period

20,739

9,382

9,382

Cash and cash equivalents at end of period

17,213

12,341

20,739



NOTES TO THE FINANCIAL STATEMENTS

UNAUDITED FOR THE 6 MONTHS ENDED 30 SEPTEMBER 2024

1.   BASIS OF PREPARATION

Cavendish Financial plc (the "Company" or the "Group") is a public limited company, limited by shares, incorporated and domiciled in England and Wales. The Company was incorporated on 28 August 2018. The registered office of the Company is at One Bartholomew Close, London EC1A 7BL, United Kingdom. The Company's registered number is 11540126. The Company is quoted on the AIM market of the London Stock Exchange plc.

The financial information contained within these condensed consolidated interim financial statements is unaudited and has been prepared in accordance with International Accounting Standard 34 Interim Financial Reporting ('IAS 34') and AIM Rule 18. The financial information contained in the Interim Financial Statements is unaudited and does not constitute statutory accounts within the meaning of Section 434 of the Companies Act 2006.

The statutory accounts for the 12 months ended 31 March 2024 have been delivered to the Registrar of Companies. The statutory accounts have been prepared in accordance with UK Adopted International Accounting Standards and in accordance with applicable law. The Independent Auditor's Report to the members of Cavendish Financial plc contained no qualification or statement under section 498 (2) or (3) of the Companies Act 2006.

These consolidated Interim Financial Statements contain information about the Group and have been prepared on a historical cost basis except for certain financial instruments which are carried at fair value. Amounts are rounded to the nearest thousand, unless otherwise stated and are presented in pounds sterling, which is the currency of the primary economic environment in which the Group operates.

The preparation of these Interim Financial Statements requires the use of certain critical accounting estimates. It also requires Group management to exercise judgement in applying the Group's accounting policies. Judgements and estimates used in these Interim Financial Statements have been applied on a consistent basis with those used in the statutory accounts for the 12 months ended 31 March 2024.

As normal, the Group has assessed the appropriateness of accounting on a going concern basis. This process involved the review of a forecast for the coming 17 months, along with stress testing a second downside scenario. Both cases showed that the Group has the required resources to operate within its resources during the period.

The Directors believe that the Group has adequate resources to continue trading for at least 12 months from the date of approval of this report. Accordingly, they continue to adopt the going concern basis in preparing the Interim Financial Statements. 



 

2.   Segmental reporting

The Group is managed as an integrated financial services group and the different revenue streams are considered to be subject to similar economic characteristics. Consequently, the Group is managed as one business unit.

The trading operations of the Group comprise of Corporate Advisory and Broking, M&A Advisory and Institutional Stockbroking. The Group's revenues are derived from activities conducted in the UK, although several of its corporate and institutional investors and clients are situated overseas. All assets of the Group reside in the UK.






6 months ended

6 months ended

12 months

 





30 September 2024

30 September 2023

ended 31 March 2024

 





Unaudited

Unaudited

Audited

 





£'000

£'000

£'000

Revenues

 







Retainers





5,956

3,914

10,028

Transactions




18,931

8,019

33,512

Equities





2,820

1,432

4,548

Total Revenue

 

 


27,707

13,365

48,088

 








Services transferred at a point in time


20,122

8,665

36,032

Services transferred over a period of time

7,585

4,700

12,056

Total Revenue

 

 


27,707

13,365

48,088

 

 

3.   Other operating EXpenses

 






6 months ended

6 months ended

12 months

 





30 September 2024

30 September 2023

ended 31 March 2024

 





Unaudited

Unaudited

Audited

 





£'000

£'000

£'000







Other operating expenses



(87)

(90)

(293)



 

4.   Expenses by Nature






6 months ended

6 months ended

12 months

 





30 September 2024

30 September 2023

ended 31 March 2024

 





Unaudited

Unaudited

Audited

 





£'000

£'000

£'000

 








Employee costs



18,262

11,109

34,964

Share based payments



1,579

746

1,747

Non-employee




7,740

5,663

14,932

Administrative expenses

 


27,581

17,518

51,643

 








Average number of employees

 


197

157

177

 

Employee benefit expense includes share-based payments of £1,579k (H1 FY24: £746k).

 

5.   Non-recurring items






6 months ended

6 months ended

12 months

 





30 September 2024

30 September 2023

ended 31 March 2024

 





Unaudited

Unaudited

Audited

 





£'000

£'000

£'000

 





 

 

 

Negative goodwill




-

(5,771)

(5,771)

Onerous contracts




-

1,811

2,563

Group restructuring




-

620

2,026

Transaction fees




-

1,115

1,234

Non-recurring items

 

 

 

-

(2,225)

52










 

Non-recurring items in the period relate to negative goodwill, group restructuring costs, onerous contracts and legal and professional fees in connection with the acquisition of Cavendish Securities plc on the 7 September 2023, see note 9.



 

 

6.   Earnings per share






6 months ended

6 months ended

12 months ended

 





30 September 2024

30 September 2023

31 March 2024

 





Unaudited

Unaudited

Audited

Earnings per share

 






Number of shares

 






Weighted average number

of shares for the purposes



of basic earnings per share



330,827,536

187,101,924

252,903,559

Weighted average dilutive

effect of conditional share



awards




3,542,276

-

-

Weighted average number

of shares for the purposes



of diluted earnings per share



334,369,812

187,101,924

252,903,559









Profit / (loss) per ordinary share (pence)

 





Basic profit / (loss) per ordinary share



0.01

(0.66)

(1.40)

Diluted profit / (loss) per ordinary share



0.01

(0.66)

(1.40)











 

Shares held by the Group's Employee Benefit Trusts have been excluded from the calculation of earnings per share.

 

7.   Dividends






6 months ended

6 months ended

12 months ended

 





30 September 2024

30 September 2023

31 March 2024

 





Unaudited

Unaudited

Audited

 





£'000

£'000

£'000

 








Dividends proposed and paid

-

-

-

Dividends per share

-p

-p

-p



 

 

8.   Balance Sheet Items

 

i)              Deferred tax asset

Deferred taxation for the Group relates to timing difference on the taxation relief on the exercise of options and tax losses carried forward. The amount of the asset is determined using tax rates that have been enacted or substantively enacted when the deferred tax assets are expected to be recovered.

 

ii)             Trade and other receivables

Trade and other receivables principally consist of amounts due from clients, brokers and other counterparties. In addition, the Group has credit risk exposure to the gross value of unsettled trades (on a delivery versus payment basis) at its agency settlement agent (Pershing, a wholly owned subsidiary of Bank of New York Mellon Corporation).

iii)            Own shares held
The value of own shares held is the cost of shares purchased in the Group's Employee Benefit Trusts. The Trusts were established with the authority to acquire shares in the Group and are funded by the Group.

iv)            Merger relief reserve

The merger relief reserve represents:

·      the difference between net book value of subsidiaries acquired via share-for-share exchanges and the nominal value of the shares issued as consideration. Upon consolidation, part of the merger reserve is eliminated to recognise the pre-acquisition reserves of Cavendish Capital Markets Limited (December 2018) and Cavendish Securities plc (September 2023); and

·      the difference between the fair value and nominal value of shares issued for the acquisition of Cavendish Corporate Finance (UK) Limited and Cavendish Corporate Finance LLP from the acquisition in December 2018.

 

This reserve is not distributable.

 

v)             Post balance sheet events

There are no material post balance sheet events.



 

9.   Acquisition of Cavendish Securites PLC

 

On 7 September 2023, having received FCA approval, Cavendish Financial plc issued 181,094,721 shares to acquired 100% of the share capital of Cavendish Securities plc by means of a scheme of arrangement under Part 26 of the UK Companies Act 2006 for consideration of £13.9m.

The fair value of the shares issue was calculated using the Cavendish Financial plc market price of 9.1 pence per share, on the AIM exchange at its close of business on 6 September 2023. The fair value was increased due to employee share based awards outstanding at the acquisition date and reduced due to shares held by the Cavendish Securities plc at the date of the acquisition.


Book Value

Fair Value

Fair Value

 

6 September 2023

Adjustments

6 September 2023

 

£'000

£'000

£'000

Right of use assets

3,207

744

3,951

Deferred tax assets

2,049

(268)

1,781

Financial assets held at fair value

467

-

467

Other non-current assets

408

-

408

Trade and other receivables

8,182

-

8,182

Current assets held at fair value

3,636

-

3,636

Cash and cash equivalents

11,576

-

11,576

Trade and other payables

(10,650)

328

(10,322)

Net assets acquired

18,875

804

19,679

Fair value of equity consideration


13,907

Negative goodwill

 

 

(5,772)

 

IFRS3 requires the acquirer to perform a fair value exercise during the measurement period which can last no more than twelve months from the date of acquisition. An assessment of intangible assets was performed at the acquisition as part of the implementation of IFRS 3. No additional assets were recognised as a result of this review. The acquired right of use assets and lease liabilities were recognised using the present value of the remaining lease payments at the acquisition date.

Transactions costs of £1.1m were incurred in relation to the acquisition.



 

10. ALTERNATIVE PERFORMANCE MEASURES

 

The below non-GAAP alternative performance measures have been used.

Adjusted profit before tax

Measure: Adjusted profit before tax is calculated excluding share-based payments, non-recurring items, share of associate profits and fair value gains on long term investments.

Use: Provides a consistent measure of the earnings performance of the core business activities.

 

 





6 months ended

6 months ended

12 months ended

 





30 September 2024

30 September 2023

31 March 2024

 





Unaudited

Unaudited

Audited

 





£'000

£'000

£'000

 





 

 

 

Profit / (loss) before tax




52

(2,409)

(4,312)

Fair value gains on long term investments

87

90

293

Non-recurring items




-

(2,225)

52

Share based payments




1,579

746

1,747

Share of joint venture and associate losses




135

241

346

Amortisation of goodwill




-

-

157

Adjusted profit / (loss) before tax 

1,853

(3,557)

(1,717)










 






6 months ended

6 months ended

12 months ended

 





30 September 2024

30 September 2023

31 March 2024

 





Unaudited

Unaudited

Audited

 





£'000

£'000

£'000

 





 

 

 

Profit / (loss) attributable to equity shareholders

37

(1,241)

(3,546)

Fair value gains on long term investments

87

90

293

Non-recurring items




-

(2,225)

52

Share based payments




1,579

746

1,747

Amortisation of goodwill




-

-

157

Taxation




(329)

(408)

(369)

Adjusted earnings / (loss)




1,374

(3,038)

(1,666)

Basic shares




330,827,536

187,101,924

252,903,559

Adjusted earnings / (loss) per share


0.4

(1.6)

(0.7)












 

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