TIDMPMR
RNS Number : 4816B
Panmure Gordon & Co. plc
04 April 2017
For immediate release 4 April 2017
Panmure Gordon & Co. plc
("Panmure Gordon" or the "Group")
Preliminary Results for the year ended 31 December 2016
Panmure Gordon (AIM: PMR), the independent institutional
stockbroker and investment bank, today announces its preliminary
results for the year ended 31 December 2016.
Key Points
-- Full year return to profit; consolidated profit after tax for
the year of GBP1.1m (2015 loss of GBP16.7m)
-- Increase of 41% in corporate finance and other fee income to GBP18.0m (2015: GBP12.8m)
-- Increase of 22% in net commission and fee income to GBP28m (2015: GBP23m)
-- Assisted clients in raising over GBP0.7bn in the year.
-- Investment of GBP2m in new business technology enabled prime
services platform, PrimeXtend Limited
-- Cash at 31 December 2016 of GBP9.4m (2015: GBP5.0m)
-- On-going cost control resulting in administrative costs down
7.9% to GBP24.4m (2015: GBP26.5m)
-- Proposed recommended offer for the Company as announced on 17
March 2017 by Ellsworthy Limited, which in turn is controlled by
QInvest LLC and Atlas Merchant Capital LLC
Chief Executive Patric Johnson commented:
"2016 was a year of consolidation and focus for the core
business as we continued implementing our sector based corporate
driven model accompanied by our unwavering commitment to quality in
everything that we do. We have returned four successive quarters of
profitability, made a significant strategic investment,
re-established our US broker dealer and concentrated on ensuring we
match our service expectations with our clients' requirements.
"The 2017 macro landscape continues to be challenging. That
said, the year has started positively for the firm. The first
quarter has seen us execute nine transactions including advising on
two M&A mandates. Commission and trading income continues to
perform in line with our expectations and the pipeline, as
discussed in January, is progressing well. As such we remain
confident for the year ahead.
"We are excited about the recent offer for the issued share
capital of the firm as announced on Friday 17 March 2017, and the
prospect of Atlas Merchant Capital joining our existing long-term
supportive shareholder QInvest as part of Ellsworthy Limited."
The full audited Report and Accounts for the year ended 31
December 2016 will, today, be made available on the Company's
website (www.panmure.com) and will be sent to shareholders in due
course
This announcement contains inside information for the purposes
of Article 7 of Regulation (EU) No 596/2014.
-Ends-
Enquiries:
Panmure Gordon
Patric Johnson, Chief Executive 020 7886 2500
Buchanan (Financial PR) 020 7466 5000
Bobby Morse/Stephanie Watson panmure@buchanan.uk.com
Grant Thornton UK LLP (Nominated Adviser)
Philip Secrett/Salmaan Khawaja/Jamie Barklem/Harrison Clarke 020
7383 5100
CHAIRMAN'S STATEMENT
I am pleased to present my first statement since assuming the
role of Chairman in May 2016.
In the ten months since my appointment I have had the chance to
witness at first hand the quality of service that Panmure Gordon
represents, the excellent staff that work for the Company and
impressively, the good feedback from clients both institutional and
corporate. Panmure Gordon has, deservedly, a well-respected brand,
but at a time of great challenge and change needs to deploy renewed
energy and innovation to succeed in one of the most competitive
landscapes I have seen the City of London face in the last 35
years.
Panmure Gordon has progressed steadily since the appointment of
Patric Johnson as Chief Executive in February 2016. The business
has been re-focussed on a sector based corporate driven model,
costs have been reduced accordingly and we have continued to
benefit from the financial support of our major shareholder,
Qinvest. Indeed the latter provided a financing facility of GBP5m
in February 2016 of which GBP3m was drawn down in March 2016 and
that has allowed us to invest in PrimeXtend, an exciting
opportunity that I am glad to report is on track with its original
plan.
2016 has been a challenging year, yet the Company raised over
GBP0.7bn for our clients and I am glad to report that revenue
earned as a result has helped bring the Company back into profit.
Since the year end, costs have continued to be removed from the
business and the strategic focus continues to be sharpened which
allows us to look towards the future positively, whilst
acknowledging the many challenges and uncertainties that
remain.
The year end date of 31 December saw the departure of Anthony
Cann after over nine years of excellent service as a Non-Executive
Director to the Company and we are all thankful for his counsel and
guidance over that time. Also, since the year end, Philip Tansey
has retired after almost exactly six years as our Chief Financial
Officer and we thank him for all his work over that time and wish
him all the best in his future endeavours.
The announcement on 17 March 2017 regarding the proposed offer
for the issued share capital of Panmure Gordon, by Ellsworthy
Limited, a company owned and controlled by QInvest LLC and a
subsidiary of a fund managed by Atlas Merchant Capital LLC, opens
an exciting chapter for the Company, that subject to the
court-sanctioned scheme being approved, will provide a stronger
framework with better access to additional capital on which to
continue to grow the business, enabling us to better support our
client needs, both corporate and institutional.
As such, I am confident that Panmure Gordon, with the support of
its current long term investor, QInvest, and potentially the
additional support of Atlas Merchant Capital, will continue to be
well positioned to execute on its strategy for the future whilst
remaining sufficiently able to respond to any challenges as and
when they present themselves.
Andrew Adcock
Chairman
4 April 2017
CHIEF EXECUTIVE'S REVIEW
Macro review
UK equities returned 17% in local currency terms in 2016, their
best year since 2010. A revival in commodity prices, an
acceleration in global growth and an expectation of reflation and
higher US interest rates pushed financials stocks forward during Q4
in particular. By contrast returns in US Dollar terms (-2.7%: 2016)
were held back by the sharp devaluation in Sterling, particularly
since the UK's EU referendum.
The London equity market remained open for new business
throughout the year barring China-related growth concerns in
February and Brexit related worries during the summer. Over the
course of 2016 the London market raised GBP25.9bn in IPO funds, up
from GBP24.9bn in 2015.
Looking ahead into 2017, much hinges on the policy-induced
reflation plans from the new US administration as well as the
evolution of political events in Europe. The disruption of global
systems from digitalisation and globalisation continues apace which
should ensure over the near term that inflation and interest rates
remain below their historic averages.
Overview
With a challenging macro-economic environment following the UK
referendum and the US presidential elections, 2016 was a year of
consolidation and focus for the core business as we continued
implementing our sector based corporate driven model accompanied by
our unwavering commitment to quality in everything that we do. We
have returned four successive quarters of profitability, made a
significant strategic investments and concentrated on ensuring we
match our service expectations with our clients' requirements.
It has been pleasing to see the steady progress made in our
corporate driven approach whilst reinforcing our commitment to both
corporate and institutional clients. All sections of the business
have performed positively and it is noteworthy to report the
increase of 22% of net income to GBP28m (2015: GBP23m) despite the
reduction in headcount to 109 at year-end (2015: 122).
Net commission and trading income declined by 10% to GBP9.5m
(2015: GBP10.5m). However, this was entirely on account of the
closure of our Swiss representative office which contributed only
one month of activity in 2016. On a standalone basis, UK net
commission and trading income has increased by 1.1% to GBP9.4m
(2015: GBP9.3m) which is an excellent achievement when set against
the year-on-year declines in volume and commission in advance of
the well-publicised changes in the regulatory landscape represented
by MiFiD II.
Corporate finance and other income increased in 2016 by a solid
41% to GBP18.0m (2015: GBP12.8m) which reflects an equally
impressive spread of engagements including five IPOs, twelve
M&A transactions and a total of forty four fee generating deals
and advisory engagements across all of our seven key business
areas.
Costs have been trimmed to reflect the specialisation and focus
around key business lines and, whilst there is still more that we
can do, it is pleasing to report that administrative costs have
declined by 7.9% to GBP24.4m (2015: GBP26.5m) over the year. Fixed
employment costs, the major constituent of total administrative
costs, have significantly declined over the course of 2016
reflecting the effective management of total headcount.
Dividend
The Board is not recommending the payment of a dividend (2015:
nil per ordinary share).
Investment in PrimeXtend
On 21 September 2016 the Group committed to a strategic
investment in a newly incorporated company, PrimeXtend Limited
("PrimeXtend"), a business at the convergence of risk management
and technology focused on global execution and prime services. The
Group has committed to an all-cash investment of GBP2m as part of a
staged payment plan. Payments totalling GBP1.1m were made in 2016,
in accordance with this plan. PrimeXtend will operate under an
appointed representative agreement with Panmure Gordon (UK)
Limited, and operate from our London offices.
The investment allows PrimeXtend to deploy an integrated global
execution and prime services business operating alongside Panmure
Gordon. PrimeXtend provides a full service, single entry point to
global markets including multi-product execution and a full range
of prime financing solutions across asset classes. The platform,
which was built in response to the evolving financial market
ecosystem, combines leading edge risk management practices and
state-of-the-art automated trade processing systems and operational
protocols to service international, mid-market institutional
investors.
I am pleased to report that the set-up of PrimeXtend's
technology infrastructure is fully complete and that client uptake
has progressed well. PrimeXtend is well on track to achieve the
financial forecasts agreed at the time of the investment.
Overseas offices
On 29 January 2016 conduct by the Group of regulated business
from the Nyon, Switzerland location ceased and the office was
closed. A number of closure expenses were incurred as a result of
this action resulting in a net loss impact of GBP0.2m on the
results for 2016. Furthermore, our Singapore office, which
introduced companies from that region that wished to access the
London markets to our London corporate broking teams, was closed in
May 2016 with a net loss impact of GBP0.1m on the results for
2016.
US Broker Dealer
2016 saw us re-establish our US presence, Panmure Gordon
Securities Limited, a US FINRA registered broker dealer has been
incorporated and will further strengthen our commitment to service
our corporate client base directly with US investors.
QInvest
We are fortunate to have as a key shareholder, QInvest, who is
supportive of our business, strategy and our management. Their
granting of financing to enhance our financial strength and
liquidity has allowed us to accelerate our plans for the near
future.
Offer for the Company
On 17 March 2017 the Company and the Board of Directors
announced the recommended acquisition of the Company by Ellsworthy
Limited ("BidCo") a private company limited by shares incorporated
on 31 January 2017 for the purpose of implementing the acquisition.
BidCo is a company owned and controlled by our supportive major
shareholder QInvest and a third party investor, Atlas Merchant
Capital LLC ("Atlas"). The acquisition is intended to be effected
by means of a scheme of arrangement under Part 26 of the Companies
Act. Under the terms of the proposed acquisition, each shareholder
will be entitled to receive GBP1.00 in cash for each share held and
as such the Board agreed to recommend it. The acquisition will be
conditional on, amongst other things, the approval by a majority of
shareholders and the FCA.
2017 Outlook
2017 has started positively for the firm despite the continued
challenges faced by all areas of the financial services industry.
Volatility spikes and a continued decline in trading volumes across
the market, coupled with the backdrop of United Kingdom's exit from
Europe will ensure that the coming two years will remain
challenging. However I am pleased to report that we have started
the year well and the first quarter has seen the business execute
nine transactions including advising on two M&A mandates.
Commission and trading income continues to perform in line with our
expectations and the pipeline, as announced in January, is
progressing well as we continue to win new mandates; as such we
remain confident for the year ahead.
Patric Johnson
Chief Executive
4 April 2017
KEY PERFORMANCE INDICATORS
Financial
KPI Objective Performance Trend
---------------------- ------------------------ --------------------- ---------------------------
Corporate finance To add selectively 2016: GBP18.02m After the disruption
and other fee high quality corporate 2015: GBP12.79m caused by difficult
income clients to our 2014: GBP20.70m markets in 2015 growth
list in such a has been resumed in
way as to ensure 2016.
that we can provide
the highest quality
service and which
in turn will generate
superior revenue
opportunities.
---------------------- ------------------------ --------------------- ---------------------------
Net commission To maintain a 2016: GBP9.50m Despite difficult
and trading steady level of 2015: GBP10.51m markets, 2016 saw
income commission and 2014: GBP9.44m a healthy increase
trading income. on the prior year
in the UK and the
total overall decrease
is entirely on account
of the closure of
our Swiss office.
---------------------- ------------------------ --------------------- ---------------------------
Basic earnings/Profit To grow earnings 2016: 8.25p Action taken in 2016
(loss) per share per share for 2015: (107.3)p to address costs and
shareholders. 2014: 9.64p the sector based strategy
for revenue has returned
positive earnings.
---------------------- ------------------------ --------------------- ---------------------------
Profit /(Loss) To increase profit 2016: GBP1.08m A challenging year
from operations in 2015 which included
by increasing an impairment of goodwill
income while managing of GBP13.2m, reversed
operating costs. the trend of the previous
3 years but profitability
has been resumed.
2015: GBP(16.68m)
2014: GBP1.50m
---------------------- ------------------------ --------------------- ---------------------------
Operational
KPI Objective Performance Trend
-------------------- -------------------------- ------------ ----------------------------
Revenue per To increase the 2016: 207 The difficult period
employee (GBP'000) level of revenue of 2015 has been reversed
per employee, by the encouraging
whilst keeping results of 2016.
a stable number
of employees.
2015: 181
2014: 263
-------------------- -------------------------- ------------ ----------------------------
Ratio of employee To retain a high 2016: 56% The ratio was impacted
compensation calibre and fairly by the reduced revenue
to turnover rewarded team in 2015 though in
who generate increasing 2016 we have seen
levels of revenue. a reversal back to
As the fee income an improving trend
grows this ratio which it is hoped
should maintain will continue in 2017.
a reducing trend.
2015: 80%
2014: 59%
-------------------- -------------------------- ------------ ----------------------------
Number of corporate To grow our list 2016: 126 The client list increased
clients of retained clients further in 2015 with
across a range the acquisition of
of sectors in Charles Stanley Securities
order to maximise though, with a focus
retainer and transaction on quality rather
based income. than purely numbers
in 2016, this number
has been reduced in
a managed manner.
2015: 152
2014: 123
-------------------- -------------------------- ------------ ----------------------------
Consolidated income statement
For the year ended 31 December 2016
2016 2015
GBP'000 GBP'000
Continuing operations
Commission and trading income 10,461 11,687
Commission and trading expense (999) (1,180)
Net commission and trading income 9,462 10,507
Corporate finance and other fee income 18,017 12,788
Gain or Loss on corporate investments 569 (270)
Net commission and fee income 28,048 23,025
-------- --------
Administrative costs(1) (24,447) (26,493)
Redundancy, restructuring and other
non-recurring charges(1) (1,378) (1,730)
Operating profit /(loss) before share-based
payments and goodwill impairment 2,223 (5,198)
-------- --------
Share-based payments(1) (642) (470)
Goodwill impairment (1) - (13,201)
Operating profit/(loss) 1,581 (18,869)
-------- --------
Financial income - 1
Financial expense (115) (17)
Net financial expense (115) (16)
Profit/(loss) before tax from operations 1,466 (18,885)
-------- --------
Taxation (383) 2,210
Profit/(loss) for the period 1,083 (16,675)
-------- --------
Attributable to:
Equity holders of the Company 1,282 (16,675)
Non-controlling interests (199) -
-------- --------
Total 1,083 (16,675)
-------- --------
Basic earnings/(loss) per share 8.25p (107.3)p
Diluted earnings/(loss) per share 7.75p (107.3)p
(1) Administrative expenses which total GBP26.4m (2014:
GBP41.9m) have been presented separately here owing to their
individual nature and size
Consolidated statement of comprehensive income & expense
For the year ended 31 December 2016
2016 2015
GBP'000 GBP'000
Profit/(loss) for the period attributable
to the owners of
the Company 1,282 (16,675)
------- --------
Total comprehensive income/(loss) for
the period
attributable to the owners of the Company 1,282 (16,675)
------- --------
The Group had no other comprehensive income for the period.
Consolidated statement of financial position
As at 31 December 2016
2016 2015
GBP'000 GBP'000
Assets
Goodwill and other intangibles 2,423 2,012
Plant and equipment 1,535 1,913
Available for sale investments 100 100
Deferred tax asset 1,017 1,547
Other receivables 527 409
Total non-current assets 6,009 5,981
Securities held for trading 6,439 5,804
Trade and other receivables 12,931 20,239
Cash and cash equivalents 9,414 4,985
Total current assets 28,785 31,028
Current liabilities
Finance facilities (3,000) -
Trade payables (4,556) (14,115)
Tax and social security (426) (601)
Corporation tax liabilities (81) -
Other payables (3,619) (4,126)
Securities held for trading (3,604) (1,595)
Total current liabilities (15,286) (20,437)
Net current assets 13,499 10,591
======== ========
Deferred tax liability (253) (338)
Total non-current liabilities (253) (338)
Net assets 18,849 16,234
======== ========
Equity
Issued share capital 622 622
Merger reserve 21,810 21,810
Other reserve (8,242) (8,112)
Retained earnings 3,838 1,914
-------- --------
Equity attributable to equity
holders of the Company 18,028 16,234
Non-controlling interests 821 -
Total equity 18,849 16,234
======== ========
Approved by the board on 4 April 2016 and signed on its behalf
by:
Patric Johnson
Chief Executive Officer
Consolidated statement of cash flow
Year ended Year ended
31 December 31 December
2016 2015
GBP'000 GBP'000
Cash flows from operating activities
Profit /(Loss) after tax 1,083 (16,675)
Net financial expense 115 16
Depreciation and amortisation 438 421
Intangibles impairment and amortisation 398 13,404
Movement in securities held for trading 1,374 (976)
(Increase) in net amounts owed by
market counterparties (494) (449)
Decrease / (increase) in trade and
other receivables (862) (119)
(Decrease) / increase in trade payables
and provisions (1,303) 1,686
IFRS 2 share-based payment charges 642 470
Income tax expense 383 (2,210)
Net cash from / (used in) operating
activities 1,774 (4,432)
------------ ------------
Cash flows from investing activities
Financial income received 1 1
Acquisition of plant and equipment (105) (288)
Acquisition of intangible assets - (1,877)
Acquisition of available for sale
investments - (100)
Net cash used in investing activities (104) (2,264)
------------ ------------
Cash flows from financing activities
Purchase of own shares for EBT (130) (326)
Funding from major shareholder 3,000 -
Financial expense (115) (17)
Dividend paid - (366)
Repayment of EBT loan 4 4
Net cash from financing activities 2,759 (705)
------------ ------------
Net increase / (decrease) in cash
and cash equivalents 4,429 (7,401)
Cash and cash equivalents at 1 January 4,985 12,386
Cash and cash equivalents at 31 December 9,414 4,985
------------ ------------
Consolidated statement of changes in equity for the year ended
31 December 2016
GBP'000 Issued Share Merger Other Treasury Retained Non-controlling Total
share premium reserve reserve shares earnings interest equity
capital
At 1 January 2016 622 - 21,810 (8,112) - 1,914 - 16,234
Total comprehensive
income
for the period
Profit / (loss) for
the year - - - - - 1,282 (199) 1,083
Other items recorded
directly in equity - -
Dividend payment - - - - - - - -
Issue of shares (PrimeXtend) - - 1,020 1,020
Share-based payments - - - - - 642 - 642
Purchase of own shares
for
EBT - - - (134) - - - (134)
Decrease in shares
held by
EBT - - - 4 - - - 4
At 31 December 2016 622 - 21,810 (8,242) 3,838 821 18,849
-------- -------- -------- -------- -------- --------- --------------- -------
Consolidated statement of changes in equity for the year ended
31 December 2015
GBP'000 Issued Share Merger Other Treasury Retained Non-controlling Total
share premium reserve reserve shares earnings interest equity
capital
At 1 January 2015 622 - 21,810 (7,790) - 18,485 - 33,127
Total comprehensive
loss for the period
Loss for the year - - - - - (16,675) - (16,675)
Other items recorded
directly in equity - - - - - - - -
Dividend payment - - - - - (366) - (366)
Share-based payments - - - - - 470 - 470
Purchase of own shares
for EBT - - - (326) - - - (326)
Decrease in shares
held by EBT - - - 4 - - - 4
At 31 December 2015 622 - 21,810 (8,112) - 1,914 - 16,234
-------- -------- -------- -------- -------- ---------- --------------- --------
1 Basis of preparation
The financial information set out in the financial statements
contained within this announcement does not constitute the groups
statutory accounts for the years ended 31 December 2016 and 2015.
Statutory accounts for 2015 have been delivered to the Registrar of
Companies, and those for 2016 will be delivered in due course. The
auditor has reported on both sets of accounts; their reports were
(i) unqualified, (ii) did not include any reference to any matters
to which the auditor drew attention by way of emphasis without
qualifying their report and (iii) did not contain a statement under
section 498 (2) or (3) of the Companies Act 2006.
2 Segmental analysis
The Group reports its operating segments according to how the
Group's chief operating decision maker ("CODM") allocates resources
to each segment and assesses performance. In this respect the
Group's CODM has been defined as the Group's CEO.
In the segmental table below, the principal operating segments
have been identified as the Institutional Equities and the
Corporate Broking divisions supported by a central group managing
the administrative functions of the Group. In previous years, this
table has been presented on a geographic basis. However, since the
closure of the Swiss office in January 2016, this is no longer
meaningful. The results of the Swiss office are included with those
of the Institutional Equities' segment.
Segmental analysis for the year ended 31 December 2016 and
reconciliation to the statutory income statement is set out
below:
Institutional Corporate Central Total
Equities Broking
2016 2015 2016 2015 2016 2015 2016 2015
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Net commission and
trading income 9,462 10,508 9,462 10,508
Corporate finance
fee income 18,586 12,517 18,586 12,517
Total net revenue
by segment 9,462 10,508 18,586 12,518 28,048 23,025
Directly attributable
administrative
expenses (9,558) (10,954) (7,874) (8,511) (17,432) (19,465)
Central administered
expenses (7,015) (7,028) (7,015) (7,028)
Goodwill impairment (13,201) (13,201)
Share based payments (642) (470) (642) (470)
Redundancy and
restructuring
charges (1,378) (1,730) (1,378) (1,730)
Total costs (9,558) (10,954) (7,874) (8,511) (9,035) (22,429) (26,467) (41,894)
Segment profit/(loss) (96) (446) 10,712 4,007 (9,035) (22,429) 1,581 (18,869)
Net financial
income/(expense) - - - - (115) (16) (115) (16)
Profit/(loss) before
tax (96) (446) 10,712 4,006 (9,150) (22,445) 1,466 (18,885)
Income tax (383) 2,210 (383) 2,210
-------- --------- -------- -------- -------- --------- --------- ---------
Profit/(loss) after
tax (96) (446) 10,712 4,006 (9,533) (20,235) 1,083 (16,675)
-------- --------- -------- -------- -------- --------- --------- ---------
Attributable to:
Equity holders of
the Company 1,282 (16,675)
Non-controlling
interests (199)
--------- ---------
Total 1,083 (16,675)
--------- ---------
All revenue is from external customers. There are no regular
major customers that account for more than 10% of revenue.
PrimeXtend
The contribution of PrimeXtend's business for the period ended
December 2016 has been included within the Central segment. As the
business develops in 2017 it will become a more significant
contributor to the Group and the intention is that it will be run
as a separate operating segment and disclosed as such in the
financial statements for the period ended December 2017.
Switzerland
The business previously conducted by the representative office
of Quaker Securities related entirely to institutional equities and
has been incorporated into the Institutional Equities principal
operating segment. Switzerland, which was a separate geographic
segment in 2015, recorded the following results in the year ended
December 2016 (GBP'000): Net revenue of GBP78, directly
attributable costs of GBP292, tax of GBP6 resulting in a post-tax
loss for the year of GBP220. For 2015 in GBP000 the net revenue was
GBP1,264, direct costs were GBP1,314, tax was GBP24 resulting in a
post-tax loss for the year of GBP74.
UK Other(1) Total
2016 2015 2016 2015 2016 2015
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Non-current assets
(inc. goodwill) 6,009 5,981 - - 6,009 5,981
Current assets 28,875 31,028 - - 28,875 31,028
Current liabilities (16,064) (20,438) - - (16,064) (20,438)
Non-current liabilities - (338) - - - (338)
Capital expenditure (64) (288) - - (64) (288)
1 The Swiss business operated as a representative office of the
UK business until 31 January 2016 when it ceased regulated business
in Switzerland.
3 Staff costs
Group Year ended Year ended
31 December 31 December
2016 2015
Restated
GBP'000 GBP'000
Staff costs including Directors' emoluments
Wages and salaries 12,994 14,447
Social security costs 1,638 1,685
Pensions (defined contribution scheme) 1,049 1,077
============= =============
Total 15,681 17,209
============= =============
The 2015 staff costs comparative has been restated to correct an
error in the prior year reported balance.
The Group operates a defined contribution pension scheme. At the
balance sheet date the Group had no outstanding pension
contribution liabilities. The charge for the period to 31 December
2016 was GBP0.8m (2015: GBP1.1m).
Actual number of persons, including Directors, employed by the
Group as at 31 December 2016:
Group total UK 2016 Swiss 2016 Group total
2016 2015
Institutional
Equities 41 41 - 61
Corporate Broking 34 34 - 37
Other 34 34 - 24
============ ======== =========== ------------
Total 109 109 - 122
============ ======== =========== ------------
Average number of persons, including Directors, employed by the
Group during the year was:
Group total UK 2016* Swiss 2016 Group total
2016 2015
Institutional
Equities 46 45 1 64
Corporate Broking 35 35 - 38
Other 30 29 1 28
============ ========= =========== ------------
Total 111 109 2 130
============ ========= =========== ------------
* The UK total included 1 headcount in Singapore until 31 May
2016
Directors' emoluments
Emoluments paid to Directors were as follows:
Emoluments Pension Share Emoluments Pension Share
option option
gain gain
2016 2016 2016 2015 2015 2015
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Aggregate 1,239 39 5 1,075 42 11
Highest
paid Director 414 22 - 353 13 -
Three Directors accrued benefits during the year under the
Group's defined contribution pension scheme.
The Directors are reimbursed all reasonable expenses incurred
solely in relation to their duties as a Director.
4 Income tax expense
The analysis of the total income tax (charge) / credit is as
follows:
Year ended Year ended
31 December 31 December
2016 2015
GBP'000 GBP'000
Analysis of tax (charge) / credit in period:
UK corporation tax at 20.00% (2015: 20.25%)
Current year tax (charge) / credit (75) -
Prior year adjustment 137 30
Other prior year adjustments - (28)
62 2
Deferred tax
Prior year adjustments to deferred tax (charge)
/ credit (383) 338
Current year deferred tax (charge) / credit (62) 1,870
(445) 2,208
Tax (charge) / credit on profits on ordinary
activities (383) 2,210
------------ ------------
Effective tax rate charge (26.16)% (11.7)%
Factors affecting tax charge:
Profit / (Loss) on ordinary activities after
tax 1,083 (16,675)
Tax on operations 383 (2,210)
Profit / (Loss) on ordinary activities before
tax 1,466 (18,885)
------------ ------------
Profit / (Loss) on ordinary activities multiplied
by rate of UK corporation tax at 20.00%
(2015: 20.25%) (293) 3,824
Effects of:
Expenses not deductible for tax purposes 24 (24)
Impairment of consolidated goodwill not
deductible for tax purposes - (2,673)
Differences relating to share schemes (108) (105)
Effects of foreign tax - (22)
Change in corporation tax rate 29 (216)
Deemed goodwill on amortisation - -
Impairment of consolidated goodwill-write
off of deferred tax liability - 1,058
Previously unrecognised deferred tax asset 211 -
Adjustment to tax charge in respect of previous
periods (246) 368
Total tax (charge) / credit on profits /
(losses) on ordinary activities (383) 2,210
------------ ------------
The UK corporation tax rate reduced from 20% to 19% on 1 April
2017. It has also been announced that the corporation tax rate will
reduce to 17% from April 2019. Deferred tax has been recognised at
the blended rate of 18%.
5 Earnings per share
Earnings per share ("EPS") are calculated on a net basis using
the profit on ordinary activities after taxation divided by the
weighted average number of shares detailed below.
Year ended Year ended
31 December 31 December
2016 2015
GBP'000 GBP'000
Profit / (Loss) on ordinary activities
after taxation attributable to
the owners of the Company 1,282 (16,675)
Weighted average number of shares
in issue 15,545,473 15,545,473
Fully diluted weighted average
number of shares in issue 16,528,370 15,682,490
Basic earnings / (loss) per share
(based on profit/(loss) on ordinary
activities after taxation) 8.25p (107.3)p
Diluted earnings/(loss) per share
(based on profit/(loss) on ordinary
activities after taxation) 7.75p (107.3)p
6 Acquisition of PrimeXtend
On 21 September 2016 the Group committed to a strategic
investment in a newly incorporated company, PrimeXtend Limited
("PrimeXtend"), a business focussed on the evolution of agency
broker services. The Group will make an all-cash investment of up
to a maximum of GBP2m over a period of ten months, subject to the
satisfaction of certain performance milestones, for an initial 49%
shareholding with the balance retained by Xtend Group Limited.
PrimeXtend will operate under an appointed representative agreement
with Panmure Gordon (UK) Limited. As at 31 December 2016,
consideration of GBP1.144m had been paid, and GBP0.856m remained
payable subject to the satisfaction of those conditions. A further
GBP0.623m was paid subsequent to year-end.
The Group results consolidate the results of PrimeXtend,
reflecting the control, rights and influence the Group holds.
PrimeXtend is a start-up and the fair value of assets and
liabilities at the time of acquisition were Nil. Nor were any
intangible assets acquired on acquisition. The goodwill arising on
acquisition is GBP1.020m which equates to the non-controlling
interest established on acquisition. The goodwill essentially
represents intangibles such as know-how and client contacts which
are not capable of being recognised under IAS 38.
PrimeXtend made a loss in the period of GBP0.390m of which the
group's share was GBP0.191m. Given PrimeXtend is a start-up, the
result of PrimeXtend had it been acquired on 1 January 2016 is not
meaningful. Transaction costs of GBP0.1m have been included in
operating expenses for the year ended 31 December 2016.
The investment value represents the goodwill created on
acquisition of the investment by the Group in 2016 including future
committed and contingent remaining tranches of cash injections.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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April 04, 2017 02:01 ET (06:01 GMT)
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