TIDMOTMP
RNS Number : 7115O
OnTheMarket plc
12 October 2021
This announcement contains inside information for the purposes
of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it
forms part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018 ("MAR"), and is disclosed in accordance with
the Company's obligations under Article 17 of MAR.
12 October 2021
ONTHEMARKET PLC
("OnTheMarket", "OTM", the "Group" or the "Company")
INTERIM RESULTS FOR THE SIX MONTHSED 31 JULY 2021
STRONG GROWTH AND STRATEGIC PROGRESS DRIVING PERFORMANCE AHEAD
OF EXPECTATIONS
OnTheMarket plc (AIM: OTMP), the majority agent-owned company
which operates the OnTheMarket.com property portal, today announces
its unaudited interim results for the six months ended 31 July 2021
("H1 21/22").
Highlights
Period ended 31 July 2021 2020 Change
Group revenue GBP14.9m GBP10.2m 46%
Adjusted operating profit(1) GBP2.1m GBP0.8m 163%
Operating profit GBP0.0m GBP0.7m n/a
Profit after tax GBP0.5m GBP0.7m (29)%
Period-end net cash GBP9.9m GBP10.7m(2) (7)%
ARPA(3) GBP188 GBP124 52%
Average monthly advertisers(4)
listed 12,972 13,592 (5)%
Period-end advertisers 13,362 12,687(5) 5%
Period-end agency branches 11,198 10,645(5) 5%
Period-end new homes developments 2,164 2,042(5) 6%
Traffic/visits(6) 159m 117m 36%
Average monthly leads per advertiser 132 105 26%
-- Revenue and ARPA up 46% and 52% respectively. Adjusting for
COVID-19 H1 20/21 related customer support discounts of GBP1.8m,
revenue and ARPA growth still strong at 24% and 28%
respectively.
-- Adjusted operating profit increased 163% to GBP2.1m, despite
increases of 105% in marketing expenditure, to GBP4.5m, and 28% in
staff costs, to GBP4.7m.
-- Profit after tax of GBP0.5m, reduced by non-recurring costs
arising from the Glanty acquisition, the repayment of government
grants and an increase in non-cash share-based agent recruitment
charges.
-- Strong balance sheet retained with cash generated from
operating activities of GBP2.6m after repaying CJRS loans of
GBP0.4m (H1 20/21: GBP2.9m, after receiving CJRS loans of GBP0.3m).
Period-end net cash was GBP9.9m, with no borrowings (31 January
2021: GBP10.7m before deferred creditor payments of GBP0.4m).
-- Average monthly advertisers listed were down 5% period on
period, reflecting a reduction in H2 20/21 as agents on long-term
free of charge contracts were asked to migrate to paying contracts.
Since 31 January 2021, agency branches listing have risen 5% and
new homes developments listed by 6%.
-- Increased branches listed under paying contracts, up 3% since
31 January 2021 to 10,190 at 31 July 2021.
-- Continued strong operational performance, with traffic and
average monthly leads per advertiser up versus both H1 and H2
20/21.
-- Significant progress in strategy to build a differentiated,
technology-enabled property business, with the acquisition of
Glanty, new commercial partnerships and new website functionality
and lead types.
Outlook:
-- After a positive first 6 months, the Board now anticipates
revenues to be slightly ahead of expectations and adjusted
operating profit to be substantially ahead of expectations for the
full year to 31 January 2022.
-- Demand for residential properties in the UK has remained at
very high levels, however sales and lettings instructions remain
subdued.
-- Rollout of refreshed brand and website planned for H2 21/22
release, designed to further encourage consumer engagement and
provide increasing support and competitive advantage to our
customers .
-- Agents using OnTheMarket.com as their only property listings
portal now represent 968 branches, demonstrating our ability to
help customers secure instructions and complete transactions,
without them needing any other portal subscriptions.
-- Encouraging pipeline of new commercial arrangements to
further differentiate and add value to our offering.
-- Strong balance sheet to support our strategic vision to
create a tech-enabled property business across the broader property
ecosystem and drive long-term profitable growth.
The Company will be hosting a live presentation open to all
existing and potential shareholders via the Investor Meet Company
platform at 6:00pm BST on 19 October 2021. Full details of this
session will be included in a separate announcement to be released
shortly after these interim results are published.
Jason Tebb, Chief Executive Officer of OnTheMarket,
commented:
"I am delighted to report that the first half of our year has
seen a strong financial performance, operational growth and real
progress with our strategic objective of building a differentiated,
tech-enabled property business.
Since joining OnTheMarket I have been focussed on engaging with
our customers to understand how we can better serve them. Having
spoken with hundreds of agents, I am encouraged that they are not
only pleased we are listening, but also that the changes we have
made to our proposition have been well received.
The first stage of our transition is complete and we see this as
the start of a mutually beneficial journey. We will continue to
innovate and are actively exploring further new customer product
and service offerings. As part of the next stage of our development
we are undertaking a review of our branding and proposition to
clearly articulate our USPs to serious property seekers and at the
same time provide more tools for our agents and housebuilders,
continuing to add value to customers and consumers alike.
None of this would be possible without the hard work and
enthusiasm of my colleagues. I thank all of them and look forward
to working with them to deliver value to all of our
stakeholders.
With a growing and loyal customer base, strong engagement with
serious and active property-seekers, progress against our strategic
roadmap and a balance sheet and cash generation to support the
Group's current strategy, the Board looks to the future with
confidence."
Footnotes
1) Adjusted operating profit is defined as operating profit
before share based payments (including charges relating to shares
issued for agent recruitment), specific professional fees and
non-recurring items. This is an alternative performance measure and
should not be considered an alternative to IFRS measures, such as
revenue or operating profit. Please see the Financial Review and
Key Performance Indicators section below for a reconciliation of
operating profit to adjusted operating profit.
2) Period-end net cash in the 2020 column is net cash at 31
January 2021. Net cash at 31 July 2020 was GBP9.8m.
3) Average revenue per property advertiser, being revenues due
from property advertisers for a period divided by the number of
property advertisers for that period. ARPA presented herein is the
average of the monthly ARPAs for the period unless otherwise
stated. A property advertiser is a listed agency branch or a new
home development advertising on OnTheMarket.com.
4) Advertisers are either estate and lettings agent branches or new home developments listed at OnTheMarket.com.
5) Period-end figures in the 2020 column are at 31 January 2021.
Advertisers, agency branches and new home developments as at 31
July 2020 were 13,757, 12,245 and 1,512 respectively.
6) Visits comprise individual sessions on OnTheMarket's web
based portal or mobile applications by users for the period
indicated as measured by Google Analytics.
7) Unless otherwise stated, all figures refer to the six months
ended 31 July 2021 and comparative figures are for the six months
ended 31 July 2020 ("H1 20/21").
For further information, please contact:
OnTheMarket
Jason Tebb, Chief Executive Officer
Clive Beattie, Chief Financial Officer 0207 353 4200
Tulchan Communications (Financial PR 0207 353 4200
Adviser) onthemarket@tulchangroup.com
Giles Kernick
Oliver Norgate
Zeus Capital (Nominated Adviser/Joint
Broker)
Jamie Peel, Martin Green, Daniel Harris
(Corporate Finance) 0203 829 5000
Benjamin Robertson (Broking)
Shore Capital (Joint Broker)
Daniel Bush, John More (Corporate Finance)
Fiona Conroy (Corporate Broking) 0207 408 4090
Background on OnTheMarket:
OnTheMarket plc, the majority agent-owned company which operates
the OnTheMarket.com property portal, is a leading UK residential
property portal provider.
Its objective is to create value for shareholders and property
advertiser customers by delivering an agent-backed,
technology-enabled portal - offering a first-class service to
agents and new homes developers at sustainably fair prices and
becoming the go-to portal for serious property-seekers.
OnTheMarket provides a unique opportunity for agents to
participate in the equity value of their own portal. Agent backing
and support enable OnTheMarket to display "New & Exclusive"
properties to serious property-seekers 24 hours or more before
agents release these properties to other portals.
This announcement contains forward-looking statements that are
based on current expectations or beliefs, as well as assumptions
about future events. These forward-looking statements can be
identified by the fact that they do not relate only to historical
or current facts. Forward-looking statements often use words such
as anticipate, target, expect, estimate, intend, plan, goal,
believe, will, may, should, would, could, is confident, or other
words of similar meaning. Undue reliance should not be placed on
any such statements because they speak only as at the date of this
document and, by their very nature, they are subject to known and
unknown risks and uncertainties and can be affected by other
factors that could cause actual results, plans and objectives to
differ materially from those expressed or implied in the
forward-looking statements. There are a number of factors which
could cause actual results to differ materially from those
expressed or implied in forward-looking statements. The Group
undertakes no obligation to revise or update any forward-looking
statement contained within this announcement, regardless of whether
those statements are affected as a result of new information,
future events or otherwise, save as required by law and
regulations.
Chief Executive Officer's Report
The period to 31 July 2021 saw us build on the progress made in
the year to 31 January 2021. Our encouraging financial and
operational performance sat alongside positive momentum in
delivering our vision to create a tech-enabled property business
across the broader property ecosystem, structured around four
strategic pillars, with the following highlights:
1. Property portal - further growth in paying customers and
revenues and increased consumer traffic and leads, alongside the
introduction of new lead types.
2. Software solutions - acquisition of the remaining 80% of
Glanty and a commercial partnership with Canopy.
3. Data and market intelligence - agreement with Sprift to power
'best in class' market appraisal guides to support new instructions
for our customers and the launch of the OnTheMarket Property
Sentiment Index.
4. Communications and marketing - commercial partnership with
Reach plc, the UK's largest commercial news publisher.
These achievements are all the more impressive as they were
delivered within just a few short months against a backdrop of the
ongoing COVID-19 pandemic. Stakeholder safety remains our upmost
priority. Our staff continue to work from home, save where they
choose to attend the office, and these arrangements will remain in
place at least to the end of 2021. Meetings with other stakeholders
have been predominantly virtual, in line with their preferences. We
continue to have the interests of our stakeholders and communities
at the heart of our decision making.
Summary of the half-year period
Revenues and ARPA both grew strongly, up 46% and 52%
respectively. Adjusting the prior period revenues to add back
COVID-19 related customer support discounts of GBP1.8m, revenue and
ARPA growth remained strong at 24% and 28% respectively. This
followed the conversion activity undertaken in the second half of
the year to 31 January 2021, whereby agents on long-term free of
charge contracts were asked to migrate to paying contracts in order
to continue listing at OnTheMarket.com. The Group also benefited
from an accelerated roll out of agency products, specifically the
Group's Automated Valuation Model.
Whilst the conversion activity led to a reduction in agency
branches listing during H2 20/21, we continue to positively engage
with those agents who chose not to migrate to paying contracts at
that time, as well as those agents who have yet to list with us. We
believe the development of our offering and our continued growth in
engagement with serious property-seekers make the value agents
receive through listing at OnTheMarket.com increasingly
compelling.
This has led to an increase in agency branches listing in the
current period, up 5% since 31 January 2021 to 11,198. Whilst this
increase benefits from one element of our customer acquisition
strategy, which is to offer targeted, short-term free of charge
listing periods for certain new customers considering listing at
OnTheMarket.com, we still enjoyed an increase in total branches
listed under paying contracts, up 3% to 10,190 at 31 July 2021. The
greater number of agency branches under paying contracts in the
period gave rise to strong agency ARPA growth.
New homes advertiser numbers also continued to grow during the
period, with 2,164 developments listed at 31 July 2021, up 6% from
2,042 at 31 January 2021 and up 43% on the number listed at 31 July
2020. New homes monthly ARPA increased by 23% to GBP92 (H1 20/21:
GBP75), notwithstanding a reduction in the need for new homes
developers to advertise properties amidst the exceptional demand
from buyers in the UK residential market during the period.
Attracting serious property-seekers to visit the portal and then
to engage with our customers remains a fundamental part of our
offering. We enjoyed strong growth in both traffic and average
monthly leads per advertiser, up 36% and 26% respectively, with
159m visits and 132 leads per advertiser per month. Whilst H1 20/21
was impacted by the effective suspension of the property market as
a result of the coronavirus pandemic, both of these metrics also
represent growth on H2 20/21, a period of intense activity as
consumers sought to move as lockdown ended. The ratio of leads to
visits suggests our marketing, which is targeted to engage serious
property-seekers, has continued to be effective.
We offer consumers engaging with OnTheMarket.com real
advantages, perhaps particularly in the current market environment
where properties are often going under offer very shortly after
listing. Each month we have thousands of properties listed as "New
& exclusive", properties that are available to view at
OnTheMarket.com 24 hours or more before they appear on Rightmove or
Zoopla.
We also enjoy the support and confidence of agents with 968
branches who list their properties at OnTheMarket.com and no other
property portal, up from 700 in March 2021. We believe this is
strong evidence of our ability to offer value-for-money property
listing services that help these customers secure instructions and
complete transactions, by introducing serious and active
property-seekers to them. "New & exclusive" properties and
properties of agents listing exclusively with OnTheMarket help
attract motivated property-seekers, who in turn deliver value to
our advertiser customers through the provision of high-quality
leads.
The Group achieved an adjusted operating profit of GBP2.1m (H1
20/21: GBP0.8m) and a profit after tax of GBP0.5m (H1 20/21:
GBP0.7m). A strong balance sheet was maintained. Cash generated
from operating activities was GBP2.6m after repaying CJRS loans of
GBP0.4m (H1 20/21: GBP2.9m after receiving GBP0.3m of CJRS loans).
After costs, consideration and loan repayments totalling GBP1.8m
connected with the acquisition of Glanty, period-end net cash was
GBP9.9m, with no borrowings (31 January 2021: GBP10.7m before
deferred creditor payments of GBP0.4m).
Strategic developments - the "4 pillars"
1. Property portal
We introduced two new lead types to the site, Ask the Agent and
Reserve Buyers List. Both are designed to encourage consumer
interaction with estate agents in a different way to the
conventional lead generation methods. We are combining 'good old
fashioned' agency principles with modern technological solutions,
solving real world problems for agents in a tangible way. Although
only recently launched, both products are generating leads to
agents that we believe are incremental to those arising from
standard portal listings services.
On 8 October 2021 we signed an exclusive agreement with
Autoenhance.ai Limited to provide our customers with its photo
enhancement software services in respect of advertised properties.
The image enhancements are designed to display properties so as to
generate greater consumer engagement and therefore more high
quality leads to our customers.
2. Software solutions
In May 2021 we completed the acquisition of the remaining 80% of
Glanty Limited that we did not already own. Although it is still
very early days, the business has performed in line with our
expectations and our focus is on developing software products and
platforms to drive engagement between our customers and consumers,
as well as generate revenues for the Group. Further details on the
acquisition are set out in Note 11.
We entered into a commercial agreement to provide our agency
customers with the opportunity for free tenant referencing checks
through the Canopy platform, another opportunity to deliver more
value and more leads to our customers.
We also launched an automated call service partnership with
Callwell to provide agents real time connections to potential
clients who use our automated valuation model or request a
valuation through our instant valuation tool. These potential
vendors represent very high quality leads and the ability to
connect immediately by phone a competitive advantage to agents in
securing instructions.
3. Data and market intelligence
In May 2021 we signed an exclusive commercial partnership with
Sprift Technologies, the award-winning property data specialist.
The relationship enables OnTheMarket to provide its customers with
free Market Appraisal Guides which are powered by the Sprift
platform via OTM Expert. The guides provide enhanced data and
market intelligence on residential properties, supporting our agent
customers in providing expert valuations and winning new
instructions, increasing the value they receive from listing with
OnTheMarket.
In July 2021 we also released our inaugural OnTheMarket Property
Sentiment Index, which will be published monthly. The OnTheMarket
Property Sentiment Index is unique as it focuses on buyer and
seller confidence and mover attitudes towards mortgage
borrowing.
The insights contained in the Property Sentiment Index are
determined from consumer responses to questions asked on the
OnTheMarket website, with an average response rate of over 120,000
per month over the three months prior to launch. OnTheMarket
believes this to be the largest monthly consumer sentiment index to
date in terms of buying and selling residential property in the UK.
It provides advertisers and consumers additional market
intelligence to inform their decision making, whilst reinforcing
the OnTheMarket brand as leading player in the UK residential
property industry.
4. Communications and marketing
In March 2021, we signed a commercial media partnership with
Reach plc, the UK's largest commercial news publisher, to increase
our brand exposure and drive consumers to OnTheMarket.com. To date
this has resulted in:
- over 12,000 sign ups to our combined newsletter, with coverage
in local as well as national titles; and
- over 94 million ad impressions from OnTheMarket prospecting
and retargeting display advertising campaigns.
Furthermore, we will soon be launching a bespoke social media
tool for our agents and housebuilders to empower them to increase
their own local reach via our platform. Testing has been completed
on a small number of campaigns for agents and developers and a full
roll out is about to commence.
ESG
OnTheMarket continues to be mindful of the impact its operations
and decisions have on the environment, staff, communities and other
stakeholders.
The Group is reviewing its ESG functions, processes and targets,
in order to establish an ESG strategy and framework with
appropriate goals and structures to achieve them. Further details
will be provided in due course.
For our people, r eflecting our ongoing commitment to staff
development, we have created a learning and development department
to improve performance and satisfaction, just one of the ways we
continue to invest in our staff to ensure that we have a
productive, motivated and inspired team.
Outlook
The Group performed strongly in H1 21/22, delivering revenues
and adjusted operating profits of GBP14.9m and GBP2.1m
respectively.
Revenue growth in H1 21/22 benefited from agent conversions to
paying contracts and an accelerated roll out of agency products,
specifically the Group's Automated Valuation Model, as well as the
impact of COVID-19 customer discounts on prior periods. In H2 21/22
the Group will focus on enhancing and demonstrating the value of
it's offering to customers to support future conversion activity to
full-tariff contracts. Full-year advertising expenditure is
expected to be H2 21/22 weighted, with the rollout of a refreshed
brand and website, designed to further encourage consumer
engagement and provide increased value to our customers, as well as
usual cyclical factors. This increased marketing investment is
expected to result in H2 21/22 adjusted operating profit being
approximately breakeven.
Trading has continued positively into H2 21/22, with a greater
number of agents paying and more listing to trial our offering, and
the Board now anticipates revenues for the full year to 31 January
2022 to be slightly ahead of expectations. Adjusted operating
profit is expected to be substantially ahead of expectations for
the current year, reflecting the Group's positive operating
leverage.
Demand for residential properties in the UK has remained at very
high levels, however sales and lettings instructions remain
subdued. OnTheMarket will continue to focus on providing increasing
value for money, support and competitive advantage to its
customers.
We have scoped and agreed a refreshed proposition for our brand
and website from the ground up, with the consumer front and centre
of everything we do. Alongside new features and innovations, this
is designed to further encourage consumer 'stickiness' to the site
and make OnTheMarket.com an engaging and useful property search
tool for serious buyers, sellers, tenants and landlords. Increasing
consumer engagement with our portal should ensure we continue to
deliver high numbers of good quality leads to our customers at very
competitive rates.
We have a number of new commercial partnerships in the pipeline
that will add further value to our product offering as well as
continuing to differentiate our business as an agent and house
builder focused proposition. We are focussed on continuing to
improve lead quality to customers, particularly in these times of
unprecedented demand.
The Group continues to operate with a strong balance sheet and
disciplined cost management remains key. As at 30 September 2021,
the Group had net cash of GBP9.6m and no borrowings.
With the transformation of OnTheMarket to create a tech-enabled
property business across the broader property ecosystem underway
and accelerating, we are confident that we have a platform from
which to drive long-term profitable growth. I have been encouraged
by the enthusiasm and support for positive change amongst my
colleagues and look forward to working with them to create value
for all our stakeholders.
Jason Tebb
Chief Executive Officer
Financial Review and Key Performance Indicators
Financial review
Revenue for the period was up 46% at GBP14.9 million (H1 20/21:
GBP10.2 million). Adjusting the prior period revenues to add back
COVID-19 related customer support discounts of GBP1.8m, revenue
growth remained strong at 24%. Agency branches listed under paying
contracts increased 3% to 10,190 in the period. 91% of agency
advertisers were on paying contracts at 31 July 2021 (31 January
2021: 93%), which reflects the small number of free of charge
listing periods offered to prospective new agent customers during
the period.
Glanty revenues since acquisition were GBP0.1m. Like-for-like
revenue growth excluding Glanty was 45%.
The reported operating profit of the Group was GBP0.0m (H1
20/21: GBP0.7 million). This includes an operating loss of
GBP(0.1)m attributable to Glanty since acquisition and is further
analysed as follows:
H1 21/22 H1 20/21
GBP'000 GBP'000
Reconciliation of operating profit to
adjusted operating profit:
Operating profit 13 666
Adjustments for:
Share-based employee incentives 174 416
Professional fees incurred net of compensation
received 164 (974)
Share-based agent recruitment charges 1,214 605
Government grant repaid/(received) 449 (325)
Payments in relation to loss of office - 304
Staff related costs 95 133
_________ _________
Adjusted operating profit 2,109 825
_________ ________
The basic and diluted profit per share in the period were 0.66p
and 0.60p respectively (H1 20/21: basic and diluted profit per
share 0.94p and 0.85p respectively).
Operating profit and profit before and after tax for H1 20/21
benefitted from compensation received in relation to litigation
settled in that period.
The Group ended the period with cash of GBP9.9 million and no
borrowings (31 January 2021: GBP10.7 million before deferred
creditor payments of GBP0.4).
Revenue and ARPA by source
The Group reports revenues attributable to products and services
offered to:
-- estate and letting agents;
-- new home developers;
-- other, non-property advertiser customers; and
-- Glanty customers (since its acquisition on 28 May 2021).
Costs, assets and liabilities are not attributed to the
different revenue sources and so segmental reporting under IFRS 8
is not appropriate.
Period ended 31 July 2021 2020 Change
Group revenue
* Agency GBP13.5m GBP9.6m 41%
* New Homes GBP1.1m GBP0.5m 120%
* Other advertisers GBP0.2m GBP0.1m 100%
GBP0.1m N/a N/a
* Glanty
Average advertisers
* Agency 10,900 12,363 (12)%
* New Homes 2,072 1,228 69%
ARPA
* Group GBP188 GBP124 52%
* Agency GBP207 GBP129 60%
* New Homes GBP92 GBP75 23%
Operational KPIs
Group operational KPIs were as follows:
31 July 31 January Change
2021 2021
Total advertisers 13,362 12,687 5%
Agency branches 11,198 10,645 5%
New homes developments 2,164 2,042 6%
-- Average agency branches listed in the period were 12% lower
period-on-period, following the removal in H2 20/21 of those
customers who had enjoyed long-term free listing contracts and who
were not prepared to enter into a paying contract. Average new
homes developments listed grew strongly.
-- ARPA was up 52% to GBP188 and up 28% after adjusting the
prior period revenues to add back the GBP1.8m COVID-19 customer
discounts provided. This growth reflects an increase in agency
ARPA, due to the higher number of agents under paying contracts in
the period, and the growth in new homes developments listed and new
homes ARPA .
-- During the 6 months to 31 July 2021, agency branches and new
homes developments listed grew by 5% and 6% respectively.
-- Visits and average monthly leads per advertiser were up 36%
and 26% to 159 million and 132 in the period respectively (H1
20/21: 117 million and 105), reflecting both the ongoing strength
of engagement with property-active consumers and the decline in
visits and leads during the months of March to May 2021, during
which the national lockdown was in place.
The Group's financial performance is presented in the Condensed
Consolidated Income Statement below. The profit for the period
attributable to the owners of the Group was GBP0.5m (H1 20/21:
GBP0.7m).
Administrative expenses have increased by GBP3.4m to GBP12.8m in
the period to 31 July 2021 (6 months to 31 July 2020: GBP9.4m).
This was driven by an increase in marketing expenditure of GBP2.3m
to GBP4.5m (H1 20/21: GBP2.2m) and staff costs, which rose by GBP1m
to GBP4.7m (H1 20/21: GBP3.7m). The increase in staff costs was in
part driven by voluntary pay waivers and lower commission payments
in H1 20/21 due to the impact of COVID-19 on the business.
A charge of GBP0.2m (H1 20/21: GBP0.4m) was incurred in relation
to share-based employee incentives and the movement in the expected
future employer's national insurance charge based on the period-end
share price.
There was a net charge to professional fees due to one off costs
of the acquisition of Glanty Limited during the period. In the
prior period this was an income as a result of compensation
received following settlement of the litigation with Gascoigne
Halman Limited and Connells Limited.
A share-based agent recruitment charge of GBP1.2m (H1 20/21:
GBP0.6m) was incurred in relation to the issue, or expected issue,
of shares to agents alongside signing new long-term listing
agreements, in line with the Group's strategy to grow the agent
shareholder base.
On 28 May 2021 the Group purchased the remaining 80% of shares
in Glanty Limited. Up until this date, the Group's 20% interest was
accounted for as an associated undertaking, and this resulted in a
GBP0.1m share of loss of associate for the period. An additional
cumulative gain of GBP0.1m arose from the difference in the fair
value of the investment and the carrying value in the accounts at
the acquisition date. Furthermore, from the acquisition date Glanty
is accounted for as a fully owned subsidiary and its results
consolidated within the Group accounts. From the acquisition date
to 31 July 2021, Glanty has contributed GBP0.1m of revenues and a
loss after tax of GBP0.1m.
Intangible assets increased to GBP7.7m (31 January 2021:
GBP4.7m). This was driven by the acquisition of Glanty Limited and
the fair values of acquired customer related intangibles and
technology related intangibles of GBP2.6m. There was also an
increase due to the capitalisation of expenditure on development
activities in relation to the OnTheMarket.com portal of
GBP1.4m.
The acquisition in Glanty Limited created Goodwill of GBP3.5m in
relation, inter alia, to earnings attributable to potential future
new customers of the company.
The deferred tax asset increased from GBP1.6m to GBP2.0m, due to
an increase in the substantially enacted corporate tax rate to 25%
as well as the use of losses to offset the deferred tax liability
of GBP0.2m recognised on the acquisition of Glanty.
Receivables fell to GBP4.2m as at 31 July 2021 (31 January 2021:
GBP4.8m), mainly as a result of the release in the period of
prepayments previously recognised for agent shares issued.
Trade and other payables increased to GBP5.3m as at 31 July 2021
(31 January 2021: GBP4.9m). This was in line with the increase in
marketing expenditure and an additional increase in accrued agent
share expense during the period.
At 31 July 2021, the Statement of Financial Position showed
total assets of GBP28.0m, up from GBP22.9m as at 31 January 2021,
primarily due to the acquisition of Glanty Limited. Total equity
was GBP18.9m at 31 July 2021, up from GBP16.9m as at 31 January
2021, which reflects the profit incurred and the issue of
shares.
Condensed Consolidated Income Statement
For the period ended 31 July 2021
Unaudited Unaudited
6 months to 6 months
31 July to
Notes 2021 31 July
GBP'000 2020
GBP'000
Revenue 6 14,947 10,241
Administrative expenses (12,838) (9,416)
________ ________
Operating profit before specific
professional fees,
share-based payments and non-recurring
items 2,109 825
Specific professional fees, share-based
payments
and non-recurring items: 7
Share-based employee incentives (174) (416)
Professional fees (164) 974
Share-based agent recruitment charges (1,214) (605)
Government grant (repaid)/received (449) 325
Payments in relation to loss of
office - (304)
Staff related costs (95) (133)
________ ________
Operating profit 13 666
Finance income 12 14
Finance expense (2) (4)
Share of loss of associate 10 (104) -
Fair value gain on step acquisition 10 126 -
________ ________
Profit before income tax 45 676
Income tax 440 (12)
________ ________
Profit and total comprehensive
income
for the period attributable to
owners of the parent 485 664
________ ________
Profit per share from continuing
operations Pence Pence
Basic 8 0.66 0.94
Diluted 8 0.60 0.85
The operating profit arises from the Group's continuing
operations.
There is no recognised income or expense for the period other
than the loss shown above and therefore no separate statement of
other comprehensive income has been presented.
Condensed Consolidated Statement of Financial Position
At 31 July 2021
Unaudited Audited
at 31 July at
2021 31 January
2021
Notes GBP'000 GBP'000
ASSETS
Non-current assets
Goodwill 11 3,529 -
Property, plant and equipment 96 103
Right-of-use assets 567 180
Intangible assets 9 7,721 4,685
Investments in associates - 851
Deferred tax asset 1,998 1,558
_________ _________
13,911 7,377
Current assets
Trade and other receivables 4,150 4,793
Cash and cash equivalents 9,912 10,719
_________ _________
14,062 15,512
_________ _________
TOTAL ASSETS 27,973 22,889
_________ _________
LIABILITIES
Current liabilities
Trade and other payables (5,323) (4,934)
Lease liabilities (401) (157)
Provisions (616) (622)
Current tax (16) (16)
_________ _________
(6,356) (5,729)
Non-current liabilities
Lease liabilities (150) (2)
Provisions (253) (258)
Deferred consideration 11 (2,109) -
Deferred tax liability (198) -
_________ _________
(2,710) (260)
_________ _________
TOTAL LIABILITIES (9,066) (5,989)
_________ _________
NET ASSETS 18,907 16,900
EQUITY ATTRIBUTABLE TO OWNERS
OF
THE PARENT
Share capital 149 145
Share premium 48,795 47,453
Merger reserve (71) (71)
Other reserve 791 782
Retained earnings (30,757) (31,409)
_________ _________
TOTAL EQUITY ATTRIBUTABLE TO OWNERS
OF THE PARENT 18,907 16,900
Condensed Consolidated Statement of Changes in Equity
For the period ended 31 July 2021
Share
Share Share based Other Merger Retained Total
capital premium payment reserve reserve earnings equity
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Balance as at
1 February 2020 140 46,814 - 701 (71) (34,543) 13,041
Profit for the
financial period - - - - - 664 664
_____ _____ _____ _____ _____ _____ _____
Total comprehensive
income for the
period - - - - - 664 664
Transactions with
owners:
Shares issued
as agent recruitment
shares 1 192 - 78 - - 271
Shares issued
for employee share
options 3 - - - - - 3
Share-based payment
charge on employee
options - - 249 - - - 249
Transfer to retained
earnings - - (249) - - 249 -
_____ _____ _____ _____ _____ _____ _____
Balance as at
31 July 2020 144 47,006 - 779 (71) (33,630) 14,228
____ ____ ____ ____ ____ ____ ____
Balance as at
1 February 2021 145 47,453 - 782 (71) (31,409) 16,900
Profit for the
financial period - - - - - 485 485
_____ _____ _____ _____ _____ _____ _____
Total comprehensive
income for the
period - - - - - 485 485
Transactions with
owners:
Share consideration
for Glanty Limited 4 1,227 - - - - 1,231
Costs incurred
in issue of shares
relating to Glanty (70) (70)
Shares issued
as agent recruitment
shares - 185 - 9 - - 194
Share-based payment
charge on employee
options - - 167 - - - 167
Transfer to retained
earnings - - (167) - - 167 -
_____ _____ _____ _____ _____ _____ _____
Balance as at
31 July 2021 149 48,795 - 791 (71) (30,757) 18,907
_____ _____ _____ _____ _____ _____ _____
Condensed Consolidated Statement of Cash Flows
For the period ended 31 July 2021
Unaudited Unaudited
6 months 6 months
to 31 July to 31 July
2021 2020
GBP'000 GBP'000
Cash flows from operating activities
Profit for the period after income
tax 485 664
Adjustments for:
Income tax (440) 12
Finance income (12) (14)
Finance expense 2 4
Agent recruitment expense 1,214 605
Share-based payment 174 416
Amortisation 1,154 1,051
Depreciation 282 183
Fair value gain on step acquisition (126) -
Share of loss of associate 104 -
Operating cash flows before movements
in working capital 2,837 2,921
Decrease in trade and other receivables 37 619
(Decrease) in trade and other payables (250) (717)
(Decrease)/increase in provisions (11) 50
________ ________
Net cash generated from operating
activities 2,613 2,873
Cash flows from investing activities
Finance income received 12 14
Acquisition of intangible assets (1,509) (1,113)
Acquisition of property, plant and
equipment (20) (182)
Acquisition of associate - (358)
Acquisition of subsidiary net of cash (1,562) -
acquired
________ ________
Net cash used in investing activities (3,079) (1,639)
Cash flows from financing activities
Finance expense paid (2) (4)
Proceeds from issue of shares - 4
Loan repayments (50) -
Repayment of lease liabilities (289) (134)
________ ________
Net cash used in financing activities (341) (134)
________ ________
Net movement in cash and cash equivalents (807) 1,100
Cash and cash equivalents at the beginning
of the period 10,719 8,685
________ ________
Cash and cash equivalents at the end
of the period 9,912 9,785
________ ________
Cash and cash equivalents
For the purposes of the statement of cash flows, cash and cash
equivalents comprise cash at bank and in hand. This is consistent
with the presentation in the Statement of Financial Position.
Notes to the Condensed Consolidated Financial Statements
For the period ended 31 July 2021
1. General information
The principal activity of the Company is that of a holding
company. The principal activity for the Group continued to be that
of providing online property portal services under the trading name
of OnTheMarket.com.
The Company is a public company limited by shares and it is
incorporated and domiciled in the UK. The address of its registered
office is PO Box 450, 155-157 High Street, Aldershot, GU11 9FZ. Its
shares are listed on AIM.
2. Significant changes in the current reporting period
On 28 May 2021 the Group purchased the remaining 80% of shares
in Glanty Limited. Up until this date, the Group's 20% interest was
accounted for as an associated undertaking. From the acquisition
date, Glanty is accounted for as a fully owned subsidiary and its
results consolidated within the Group accounts. The acquisition of
Glanty Limited has been accounted for in line with IFRS 3: Business
Combinations. Further information is set out below in Notes 10 and
11.
The Group repaid in full GBP449k of grants received in 2020
under the Coronavirus Job Retention Scheme.
3. Basis of preparation of half-year report
The interim results for the six months ended 31 July 2021 should
be read in conjunction with the Group's last annual consolidated
financial statements as at and for the year ended 31 January 2021.
These condensed interim financial statements have been prepared in
accordance with the recognition and measurement requirements of
UK-adopted International Accounting Standards (UK-IAS) and adopting
the accounting policies that will be applied in the 31 January 2022
financial statements, but do not contain all the disclosures
required for full compliance with UK-IAS. They should be read in
conjunction with the financial statements for the year ended 31
January 2021 which were prepared in accordance with International
Accounting Standards in conformity with the requirements of the
Companies Act 2006. However, selected explanatory notes are
included to explain events and transactions that are significant to
an understanding of the changes in the Group's financial position
and performance since the last annual financial statements.
The 31 January 2021 full year accounts have been reported on by
the Group's auditors and delivered to the Registrar of companies.
The auditors' report was unqualified and did not contain any
statements under section 498 (2) or (3) of the Companies Act 2006
or any matter to which the auditors drew attention by way of
emphasis.
The interim financial statements were approved by the board of
directors on 11 October 2021. The interim results do not constitute
statutory financial statements within the meaning of section 434 of
the Companies Act 2006. The half year results for the current
period are unaudited.
4. Accounting policies
The same accounting policies, presentation and methods of
computation are followed in these interim condensed set of
financial statements as have been applied in the Group's latest
annual audited financial statements, with the addition of IFRS 3:
Business Combinations, further information on which is set out
below and in Note 11:
Business Combinations
The acquisition of subsidiaries is accounted for using the
acquisition method. The consideration transferred is measured at
the aggregate of the fair values, at the date of exchange, of
assets given, liabilities incurred or assumed, and equity
instruments issued by the Group in exchange for control of the
acquiree. Costs directly attributable to the business combination
are recognised in the income statement in the period they are
incurred. The cost of a business combination is allocated at the
acquisition date by recognising the acquiree's identifiable assets,
liabilities and contingent liabilities that satisfy the recognition
criteria at their fair values at that date.
The acquisition date is the date on which the acquirer
effectively obtains control of the acquiree. Intangible assets are
recognised if they meet the definition of an intangible asset
contained in IAS 38 and their fair value can be measured reliably.
The excess of the cost of acquisition over the fair value of the
Group's share of identifiable net assets acquired is recognised as
goodwill.
Goodwill
Goodwill represents the excess of the fair value of purchase
consideration over the net fair value of identifiable assets and
liabilities acquired. Goodwill is recognised as an asset at cost
and subsequently measured at cost less accumulated impairment.
On disposal of a subsidiary, the attributable amount of goodwill
is included in the determination of the profit and loss on
disposal.
Going concern
The Group made a profit after tax for the period ended 31 July
2021 of GBP0.5m (6 months to 31 July 2021: GBP0.7m). The Group had
a period end net cash balance of GBP9.9m and no borrowings (31
January 2021: GBP10.7m before deferred creditor payments of
GBP0.4m). At 30 September 2021 the Group had a net cash balance of
GBP9.6m and no borrowings.
The Directors have prepared and reviewed cash forecasts and
projections for the Group for the next 12 months. They have also
conducted sensitivity analyses and considered scenarios where there
is an adverse impact on future revenues, together with the
mitigating actions they may take in such circumstances, such as a
reduction in budgeted discretionary expenditure, a significant
proportion of which relates to advertising and marketing cost that
can be reduced materially at short notice.
The Directors are confident that the Group will remain cash
positive and will have sufficient funds to continue to meet its
liabilities as they fall due for a period of at least a period of
12 months from the date of the half year announcement and have
therefore prepared the half year announcement on a going concern
basis.
5. Judgement and Estimates
There have been no changes to the critical accounting judgements
and key sources of estimation uncertainty from those presented in
the 31 January 2021 financial statements, with the exception
of:
Accounting for the investment in associate and associated call
and put options are no longer critical accounting judgements and
key sources of estimation uncertainty following the acquisition of
the remaining 80% holding in Glanty Limited during the period.
The Group has the following additional key sources of estimation
uncertainty:
Business combinations
Management uses valuation techniques when determining the fair
values of certain assets and liabilities acquired in a business
combination (see Note 11). In particular, the fair value of
contingent consideration is dependent on the outcome of many
variables including the acquiree's future profitability.
6. Revenue by source
The Group has determined that the Chief Executive Officer
("CEO") is the chief operating decision maker. Monthly management
numbers are reported and issued to the CEO, which are used to
assess the performance of the business.
Following the acquisition of Glanty Limited in May 2021, the
Group reports revenues attributable to products and services
offered to:
-- estate and letting agents;
-- new home developers;
-- other, non-property advertiser customers; and
-- Glanty customers.
Costs, assets and liabilities are not attributed to the
different revenue sources and so segmental reporting under IFRS 8
is not appropriate.
Period ended 31 July 2021 2020 Change
GBPm GBPm
Group revenue
* Agency 13.5 9.6 41%
* New Homes 1.1 0.5 120%
* Other advertisers 0.2 0.1 100%
0.1 N/a N/a
* Glanty
________ ________
Total 14.9 10.2 46%
Within each source of revenue, there is only one major service
provision line. All revenue relates to services transferred over
the term of the underlying contracts.
Agency sales are predominantly billed monthly in advance and
these are recognised as deferred income. The Group has contract
liabilities as follows in respect of deferred income:
As at 31 July 2021 2020 Change
Contract liabilities GBP1.8m GBP1.1m 64%
The increase in deferred income predominantly reflects the
COVID-19 related discount offered to full-tariff agent customers,
which lowered deferred income at 31 July 2020. Contract liabilities
of GBP1.8m at 31 January 2021 were recognised as revenue in the
period ended 31 July 2021.
New Homes and Other advertiser sales are predominantly billed
monthly in arrears and are recognised as accrued income.
All revenue is generated in the UK for the Group's services.
7. Profit and loss information
Profit for the half-year includes the following costs in
relation to specific professional fees, share-based payments and
one-off events that are not expected to be recurring:
Unaudited Unaudited
6 months 6 months
to 31 July to 31 July
2021 2020
GBP'000 GBP'000
Share-based employee incentives 174 416
Professional fees incurred 164 (974)
Share-based agent recruitment charges 1,214 605
Government grant repaid/(received) 449 (325)
Payments in relation to loss of office - 304
Staff related costs 95 133
________ ________
2,096 159
Share-based employee incentive charges include the movement in
the expected future employer's national insurance charge based on
the period-end share price.
Professional fees incurred in the period relate predominantly to
fees and expenses in relation to the acquisition of the remaining
80% of Glanty Limited. In the prior period, compensation net of
professional fees incurred were in relation to litigation which was
settled in that period. Compensation related to the recovery of
litigation costs.
Agent recruitment charges relate to share-based charges arising
on the issue of shares to agents committing to long-term service
agreements, in line with the Group's strategy to grow the agent
shareholder base.
The government grant costs in the period reflect the repayment
of amounts received in the year to 31 January 2021 (GBP124k was
received after 31 July 2020) under the Coronavirus Job Retention
Scheme.
Payments in relation to loss of office reflect contractual
compensation to Ian Springett for loss of office and associated
legal costs.
Staff related costs in the period relate to costs associated
with termination of employment of employees and costs associated
with employee share-based plans. Staff related costs in the prior
period relate predominantly to professional fees paid in relation
to the search for a permanent Chief Executive Officer following Ian
Springett's departure from the Group.
8. Earnings per share
Unaudited
Unaudited 6 months
6 months to to
31 July 31 July
2021 2020
GBP'000 GBP'000
Numerators: Earnings attributable
to equity
Profit for the period from continuing
operations attributable to owners
of the parent company 485 664
________ ________
Total basic earnings and diluted
earnings 485 664
No. No.
Denominators: Weighted average
number of equity shares
Basic 73,143,265 70,636,577
Diluted 80,377,685 78,186,896
Earnings per share Pence Pence
Basic 0.66 0.94
Diluted 0.60 0.85
9. Intangible assets
Technology Customer Total
Group Development related related
Costs intangibles intangibles
GBP'000 GBP'000 GBP'000
Cost:
At 1 February
2021 13,547 - - 13,547
Acquisition through business
combination 1,671 1,010 2,681
Additions, internally
developed 1,362 - - 1,362
Additions, separately
acquired 147 - - 147
_______ _______ _______ _______
At 31 July 2021 15,056 1,671 1,010 17,737
Amortisation:
At 1 February 2021 8,862 - - 8,862
Charge for the period 1,098 35 21 1,154
_______ _______ _______ _______
At 31 July 2021 9,960 35 21 10,016
Net book value: ________ ________ ________ ________
At 31 July 2021 5,096 1,636 989 7,721
Amortisation is included within administrative expenses in the
income statement.
The development costs relate to those costs incurred in relation
to the development of the Group's online property portal,
OnTheMarket.com, as well as the internal costs incurred in
developing Glanty's technologies since acquisition. The development
costs capitalised above are amortised over a period of 4 years
which represents the period over which the Directors expect the
Group to consume the assets' future economic benefits. The
development costs are amortised from the point at which the asset
is ready for use within the business.
The technology and customer related intangible assets represent
the fair value of those assets acquired as part of the Group's
acquisition of Glanty. They are amortised over a period of 8 years,
which represents the period over which the Directors expect the
Group to consume the assets' future economic benefits.
10. Investment in associate
GBP'000
Group and Company
At 31 January 2021 851
Share of after-tax loss (to 28 May 2021) (104)
Deemed disposal of associate interest in
Glanty Limited (747)
________
At 31 July 2021 -
________
As set out in Note 11 the Group exercised the call option to
acquire the remaining 80% of shares in Glanty Limited on 28 May
2021, thereby obtaining control and from which date Glanty has been
accounted for as a subsidiary undertaking.
The Group's 20% investment in Glanty Limited, previously
accounted for as an investment in associate, was remeasured to fair
value. On 28 May 2021, a cumulative gain of GBP126k arising from
changes in the fair value of the investment was recognised in the
consolidated income statement.
The Group's share of after tax loss in Glanty Limited includes
non-recurring amounts totalling GBP94k relating to pre-acquisition
one-off costs and the payment in the period of staff and other
costs previously deferred in response to COVID-19.
During the period, until 28 May 2021, the Group and Company held
the following investments in associated undertakings:
Class of Nature of Proportion
shares held business of ownership
interest
Glanty Limited Ordinary shares Property services 20%
11. Acquisition of subsidiary
Glanty Limited is a property technology business which
specialises in providing solutions to the UK residential estate and
lettings sectors. It is the owner and developer of software
products and services designed to reduce overheads, maximise
efficiencies and increase revenues for estate and lettings agents.
The acquisition of Glanty was in line with the Group's strategy to
create a tech-enabled property business across the broader property
ecosystem.
OnTheMarket made an initial strategic investment for a 20% share
in Glanty Limited ("Glanty"), in December 2019. As part of that
investment, the Company was granted a call option under which it
had the right, but not the obligation, to enter into a share
purchase agreement to acquire the remaining 80% of Glanty shares.
The call option was exercised on 19 March 2021 and the acquisition
of the remaining 80% of shares in Glanty completed on 28 May 2021.
From that date Glanty has been accounted for as a subsidiary.
Consideration transferred
The initial consideration of GBP1,533,477 (the "Initial
Consideration") required to be paid by OnTheMarket under the share
purchase agreement was satisfied by way of the issue of 1,528,832
ordinary shares of 0.2 pence each in the capital of OnTheMarket in
aggregate and a cash payment of GBP156,000.
The Initial Consideration was subject to an adjustment
post-completion based on Glanty's actual net cash/net debt and
actual working capital position as at completion. This has resulted
in a reduction in the Initial Consideration of GBP147,000, which
will lead to the return to OnTheMarket of 163,154 ordinary shares
of 0.2 pence each in the capital of OnTheMarket. These shares will
not be eligible to be voted and must be cancelled or disposed of
within three years.
The remaining 1,365,678 shares issued as part of the Initial
Consideration (the "Consideration Shares") are subject to lock-in
arrangements which restrict their sale save in limited
circumstances. 423,589 Consideration Shares are locked-in for 3
years post-completion and 942,089 Consideration Shares are
locked-in for 4 years post-completion, relating to certain sellers
actively involved in the business. All Consideration Shares are
subject to orderly market arrangements for a further 12 months
after the above initial lock-in periods have expired.
The purchase agreement includes additional consideration which
may become payable under earn-out arrangements based on revenue and
EBITDA performance in the 12-month period commencing on the day
following the second anniversary of completion (capped at GBP12m
and payable in shares or cash at the Company's discretion) and if
Glanty receives R&D tax credits from HMRC which relate to
periods prior to completion (capped at GBP150k). The Group has
calculated the fair value of the contingent consideration based on
probabilities assigned to forecasts based on different
assumptions.
The provisional fair value of the consideration for the 80% of
Glanty shares acquired is as follows:
GBP'000
Fair value of consideration transferred
Cash consideration 156
Share consideration 1,377
Adjustment to share consideration for net
working capital (147)
Fair value of earn out 2,035
R&D tax credit earn out 75
________
Total purchase consideration 3,496
________
________
Loans repaid on acquisition 1,356
________
________
Fair Value of previously held 20% investment
in Glanty Limited 874
________
________
Total consideration 5,726
________
Amounts provisionally recognised for identifiable
net assets
Technology related intangibles 1,671
Customer related intangibles 1,010
________
Total non-current assets 2,681
Debtors 71
Cash 19
________
Total current assets 90
Deferred Tax Liabilities (198)
________
Total non-current liabilities (198)
Trade and other payables (326)
Bank loan (50)
________
Total current liabilities (376)
________
Identifiable net assets 2,197
________
________
Goodwill 3,529
________
Previously held investment in Glanty Limited
On the acquisition date, the Group's 20% investment in Glanty
Limited, previously accounted for as an investment in associate,
has been remeasured to fair value. On that date, a cumulative gain
of GBP126k arising from difference in the fair value of the
investment and the carrying value in the accounts at the
acquisition date is recognised in the consolidated income
statement. The previously held investment is considered part of
what was given up by the Group to obtain control of Glanty Limited.
Accordingly, the fair value of the investment is included in the
determination of goodwill.
Identifiable net assets
As at the 28 May 2021, the fair values of acquired customer
related intangibles and technology related intangibles amounted to
GBP2,681k.
The fair value of the trade and other receivables acquired as
part of the business combination amounted to GBP71k.
Goodwill
Goodwill of GBP3,529k relates to earnings attributable to future
new customers of the Company, new technologies developed that will
complement/replace the existing suite of products, the highly
skilled assembled workforce (which cannot be separately recognised
as an intangible asset) and an amount for general operational
purposes.
Glanty Limited's contribution to the Group results
From the acquisition date to 31 July 2021, Glanty has
contributed GBP138k of revenues and a loss after tax of
GBP118k.
Had the acquisition occurred on 1 February 2021, Glanty would
have contributed GBP349k of revenues and a loss after tax of
GBP604k. This loss includes GBP600k of one-off costs in relation to
deferred employment payments because of COVID-19 and the
acquisition by OTM. These amounts have been determined by applying
the Group's accounting policies and adjusting the results of Glanty
Limited to reflect additional amortisation that would have been
charged assuming the fair value adjustments to intangible assets
had been applied from 1 February 2021, together with their
consequential tax effects.
12. Related party relationships and transactions
In the ordinary course of business the Group has entered into
transactions with Whiteleys Chartered Certified Accountants, a
company which, up until 30 June 2021, was controlled by a direct
relation of Helen Whiteley, an Executive Director of the Group. Up
until 30 September 2020, Whiteleys Chartered Certified Accountants
provided an outsourced finance function to the Group. From the 1
October 2020 the finance function transferred in-house under the
TUPE regulations. The Group continues to occupy an office space in
the building owned by Whiteleys, paying a monthly rental. During
the period 1 February 2021 to 30 June 2021, when Whiteleys ceased
to be controlled by a direct relation of Helen Whiteley, the Group
purchased services amounting to GBP11K (H1 20/21: GBP382k) and at
the period end the Group owed GBPnil (31 July 2020: GBP82k).
In the ordinary course of business the Group has entered into
transactions with Media Magnifique Limited, a company owned by an
associate of Jason Tebb, Chief Executive Officer of the Group.
Media Magnifique Limited provides an outsourced PR function to the
Group. During the period, the Group purchased services amounting to
GBP36k (H1 20/21: GBPnil) and at the period end the Group owed
GBPnil (31 July 2020: GBPnil).
Associates
Investment in associate is set out in Note 10.
Other related party transactions
There were no further related party transactions during the
period.
13. Post balance sheet events
Option issues
On 24 August 2021, 1,089,308 options were granted under the
employee share scheme, as follows:
Name Position Number of Ordinary
Shares over which
options awarded
Jason Tebb Chief Executive Officer 418,965
Clive Beattie Chief Financial Officer 266,896
Helen Whiteley Chief Commercial Officer 206,896
Morgan Ross Product and Technology Director 196,551
The options are exercisable from 24 August 2026, save in limited
circumstances. All the options have a nil exercise price and are
subject to performance conditions based on the total shareholder
return achieved by the Company relative to the FTSE AIM 100 Index
in the three years from grant.
There were no other significant post balance sheet events.
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END
IR FLFIRISLLLIL
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