M Winkworth Plc
Audited final results for the year to 31
December 2023
M Winkworth plc ("Winkworth" or the "Company"),
the leading London franchisor of real estate
agencies, is pleased to announce its audited final results
for the year ended 31 December 2023 (''Final Results'').
Highlights for
the year:
The financial performance in 2023 was in line
with management expectations, with higher revenues from lettings
helping to balance a subdued sales market.
The quality of our platform and of our
franchisees meant that we agreed more sales and lettings than any
other agent within our operating area¹.
•
Revenues of £9.27 million in line with 2022 (2022: £9.31
million).
•
Franchised office network revenue down 8% at £57.8 million
(2022: £63.1 million).
•
Sales revenues 48% of total revenues (2022: 54%).
•
Profit before taxation down 15% to £2.15 million (2022: £2.47
million).
•
Clean Balance Sheet: Year-end cash balance of £4.55 million (2022:
£5.25 million) with no debt.
•
Four new offices opened in the year (2022: two offices
opened).
•
Ordinary dividends of 11.7p per ordinary share declared (2022:
11.0p per ordinary share).
Dominic Agace, CEO
of the Company, commented: "Winkworth's business
remained strong, and we continue to execute our plan of recruiting
new talent in order to create significant uplifts in revenue. We
have already opened three new offices in 2024 and have the
potential to open or relaunch eight new franchisees in London over
the next 18 months. Our portfolio management initiatives include
revitalising ambition and growth right across the business, and
with sales agreed to the end of March 23% ahead of the same period
in 2023, we are excited by the outlook for the current
year."
Investor
presentation
Dominic Agace, CEO of the Company, and Andrew Nicol,
CFO of the Company, will present the Final Results via the Investor
Meet Company platform on 18 April 2024 at 13.00 BST.
The presentation is open to all existing and
potential shareholders who can sign up and register to participate
for free at:
https://www.investormeetcompany.com/m-winkworth-plc/register-investor
Investors who already follow Winkworth on the
Investor Meet Company platform will automatically be invited.
Note¹: based on postcodes where Winkworth has listed a
property - Source: TwentyEA
For further information please
contact:
M
Winkworth
Plc
Tel : 020 7355 0206
Dominic Agace (Chief Executive
Officer)
Andrew Nicol (Chief Financial
Officer)
Milbourne (Public
Relations)
Tel : 07903 802545
Tim Draper
Shore Capital (NOMAD and Broker)
Tel : 020 7408 4090
David Coaten
Rachel Goldstein
Henry Willcocks
About
Winkworth
Winkworth is the leading London franchisor of
residential real estate agencies with a pre-eminent position in the
mid to upper segments of the sales and lettings markets. The
franchise model allows entrepreneurial real estate professionals to
provide the highest standards of service under the banner of a
long-established brand name and to benefit from the support and
promotion that Winkworth offers.
Winkworth is admitted to trading on the AIM
Market of the London Stock Exchange.
For further information please visit:
www.winkworthplc.com
Chair's
Statement
Last year saw an industry-wide downturn in the
sales market, due largely to a rise in interest rates
which meant that sellers were affected by price
uncertainty and buyers held back. As a proprietor-led business with
a balanced portfolio between sales and lettings, however, Winkworth
turned in another steady performance.
There will always be blips in the sales market
due to external conditions, hence Winkworth adheres to a
personalised business model, which benefits from market upturns
whilst minimising the risks of downturns. We operate as teams
based locally with high visibility, enabling us to maximise the
number of viewings for our clients to achieve the best price in all
markets.
With my 60 years' experience in the business, I
believe the creation of long-term goodwill generated by quality
franchisees builds the strength of the brand and enables us to
benefit from that goodwill as our network expands. Over the
years, we have nurtured the relationship with our customers
and people who began by purchasing their first property through us
in the 1970's or renting through us as of the 1990's, are now still
dealing with Winkworth as they approach
retirement.
Our teams look after their clients and often
provide free long-term advice when sought, and I believe that this
is the ethos behind the successful development of our 101 offices
today. Retaining goodwill means that where sales fail due to
economic conditions, such as experienced in 2023, we retain those
clients for their future move, plus we often pick-up sales where
others over-promised on price. We have always been primarily a
sales-oriented estate agency and we judge our success by our
instructions to sales ratio, where we rank as one of the leaders in
the industry.
Since the ending of rent controls in the late
1980's, we have built up a very professional lettings and
management business, which has made a strong contribution to the
revenues of our franchisees, albeit that its profitability is lower
than that of the sales market. At present, London rentals are
performing differently to those in the country market. The London
market has become increasingly price sensitive as affordability
kicks in, therefore careful pricing in London will now be important
for landlords. The country market, meanwhile, is short of
stock, as it seems that some Londoners have been prepared to
move out to seek lower rentals. We have also seen changes in some
areas such as central London where, post Covid, stock has moved
back to short term rentals providers, such as Airbnb. This
situation may change with increased regulation, with the
presumption that eventually much of that stock will either be sold
or come back to the longer-term market once rules are tightened
up.
Our franchisor organisation and accounting
systems have grown substantially since we started franchising in
1981 and we now consider it is time to integrate AI into the group
accounting process to eliminate some of our semi-manual
processes. This will free up more time for financial
compliance and speed up cash flow.
Finally, as alluded to at the time of our
interim results, we have taken the first steps towards reviewing
the composition of our board and broadening its expertise.
This initiative is aimed at ensuring the future leadership
structure supports the continued success of the Company and its
stakeholders.
This process began in February 2024 with the
appointment of Tara Tan as an executive director. Tara provides
strategic and transactional guidance to the business development
team and to the day-to-day commercial operations team, as well as
overseeing brand protection, network compliance and training. As
our efforts progress, we anticipate making further announcements in
due course.
At our AGM in May 2024, I look forward to
celebrating both my half century at the helm of Winkworth and next
year's 190th anniversary of the Company's foundation - milestones
which I believe are a testament to our enduring legacy.
Simon
Agace
Non-Executive Chair
16 April 2024
CEO's
Statement
Successive interest rate rises in 2023 brought
considerable uncertainty to the sales market, with expectations as
to when the tightening cycle might end fluctuating over the course
of year. This led to a significant reduction in transactions.
Against this background, Winkworth's business remained strong, and
we continued to execute our plan of recruiting new talent to
acquire certain existing franchises, creating significant uplifts
in revenue.
We further invested in our digital platform to
ensure that our franchisees are equipped to compete as a leading
estate agency in their local markets and reviewed franchises where
we do not feel we have the right operators in place. We
believe that by doing this we can grow the market share of our
network to the benefit of all franchisees and underpin growing and
profitable businesses which are fit for purpose throughout the
property cycle. The quality of our platform and of our franchisees
meant that we agreed more sales and lettings than any other agent
within our operating area¹. In sales, we
ranked second against our peers in the London area for converting
listings to exchange, a measure of which we are proud as we believe
it is the one that best reflects goodwill for the Winkworth brand
and the achievements of our franchisees.
Our lettings business grew by a further 5%
compared to financial year 2022, despite a tempering of activity in
H2 as affordability levels were reached. Within this we were
particularly pleased to see the ongoing growth of the property
management segment of our business, with revenues growing by 12%
compared to financial year 2022 and now accounting for 26% of our
total network revenues.
With the temporary closure of some of our
London offices, further details below, we saw the country market
offices outperform our London network. The overall revenue share of
our country offices increased from 23% to 25%, with a particularly
strong performance in lettings and management where year-on-year
revenues grew by 10% compared to 4% in London.
In 2023, gross revenues of the franchised
network of £57.8m were down by 8% year-on-year (2022: £63.1m).
Sales income was down by 20% at £27.6m (2022: £34.3m) while
Lettings and Management increased by 5% to £30.2m (2022: £28.7),
producing a 48:52 revenue split between these two activities,
respectively, compared to a 54:46 ratio in 2022.
Winkworth's revenues were in line with 2022 at
£9.27m (2022: £9.31m) and profit before taxation fell by 15% to
£2.15m (2022: £2.47m). The Group's cash position at year end
reduced to £4.55m (2022: £5.25m) with no debt. Dividends of 11.7p
per share were declared for the year (2022: 11.0p per
share).
We added four new offices in 2023 with new
openings in Wokingham and West Hampstead, a re-opening in
Salisbury, and the supported merger of a market leading business in
Wimborne, building on the success of our local network in Dorset.
Whilst this is below our long-term target for annual openings, we
are happy with the quality of these additions and welcome their
early success in their respective markets.
In line with our ambition to be a top three
contender in local markets, in 2023 we decided not to renew certain
franchises where our standards were not being met and results were
below expectations. This led to the closure of the Battersea,
and Clapham offices, and the sale of the Kennington Lettings
business to our Kennington sales franchisee, who is now also
empowered to open a further office in his territory. While our
Pimlico office was taken back, we used our assisted acquisition
support strategy to relaunch it alongside an entrepreneurial
partner who has the opportunity to receive equity in this franchise
as its potential is realised. We are in active discussion with new,
proven agents to relaunch in Battersea and Clapham and to not only
fulfil the revenue potential of these areas, but also help grow the
market share, profile and, ultimately, revenue potential of our
other successful South London franchises.
Through these initiatives and others focussed
on providing exits for franchisees seeking to retire, as well as by
supporting existing franchisees financially to open new offices, we
have the potential to open or relaunch eight new franchises in
London alone over the next 18 months, encouraging talented
operators with new ideas to boost the revenue that we generate in
London, where we believe there is still significant headroom for us
to grow.
OUTLOOK
2024 has had a stronger start than expected,
with our sales agreed to the end of March 23% ahead of the same
period in 2023, bolstered by mortgage providers reducing rates in
anticipation of a rate cutting programme by the Bank of England.
There is a sense that the worst of the cost-of-living crisis may
now be past, and we are seeing a gradual return to more normal
economic conditions. There is still a large amount of refinancing
to be done in the market, with some realising far higher rates than
initially locked in, and sellers and potential buyers are coming to
the market in equal numbers. We expect housing prices to remain
broadly flat this year, with new interest instead feeding through
into an increase in transactions which have been held back over the
past 18 months.
We have witnessed some price weakening in the
rental market with supply increasing (29% ahead of 2023 to end of
March 2024) and demand declining (5% behind 2023 to end of March
2024). We believe that affordability ceilings have now been reached
and, as financing costs fall from peak levels, some landlords may
be tempted back into the market.
We have already opened three new offices in
2024 in St Leonard's, adding to our existing Exeter network through
a supported acquisition, Leamington Spa and Stoke Newington. With
the planned new franchisees in London, and our portfolio management
initiatives revitalising ambition and growth right across the
business, we are excited by the outlook for the current
year.
Note¹: based on postcodes where Winkworth has listed a
property - Source: TwentyEA
Dominic
Agace
Chief Executive Officer
16 April 2024
M WINKWORTH
PLC
CONSOLIDATED
STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE
INCOME
FOR
THE YEAR ENDED 31 DECEMBER 2023
|
Notes
|
|
2023
£'000
|
|
2022
£'000
|
CONTINUING
OPERATIONS
|
|
|
|
|
|
Revenue
|
|
|
9,265
|
|
9,307
|
|
|
|
|
|
|
Cost of sales
|
|
|
(1,573)
|
|
(1,594)
|
|
|
|
|
|
|
GROSS
PROFIT
|
|
|
7,692
|
|
7,713
|
|
|
|
|
|
|
Other operating income
|
|
|
1
|
|
1
|
Administrative expenses
Negative goodwill
|
|
|
(5,848)
252
|
|
(5,246)
-
|
|
|
|
|
|
|
OPERATING
PROFIT
|
|
|
2,097
|
|
2,468
|
Finance costs
|
|
|
(39)
|
|
(38)
|
Finance income
|
|
|
88
|
|
39
|
|
|
|
|
|
|
PROFIT BEFORE
TAXATION
|
|
|
2,146
|
|
2,469
|
|
|
|
|
|
|
Tax
|
4
|
|
(467)
|
|
(488)
|
|
|
|
|
|
|
PROFIT AND TOTAL COMPREHENSIVE INCOME FOR THE
YEAR
|
|
|
1,679
|
|
1,981
|
|
|
|
|
|
|
Profit and total comprehensive income attributable
to:
Owners of the parent
Non-controlling interests
|
|
|
1,668
11
|
|
1,951
30
|
Earnings per share expressed in pence per share:
|
Notes
6
|
|
2023
£
|
|
2022
£
|
Basic
|
|
|
13.02
|
|
15.32
|
Diluted
|
|
|
13.00
|
|
15.18
|
M WINKWORTH
PLC
CONSOLIDATED
STATEMENT OF FINANCIAL POSITION
31
DECEMBER
2023
|
Notes
|
|
2023
£'000
|
|
2022
£'000
|
ASSETS
|
|
|
|
|
|
NON-CURRENT
ASSETS
|
|
|
|
|
|
Intangible assets
|
|
|
1,300
|
|
906
|
Property, plant and equipment
Prepaid assisted acquisitions support
|
|
|
984
607
|
|
666
503
|
Investments
|
|
|
63
|
|
41
|
Trade and other
receivables
|
|
|
350
|
|
385
|
|
|
|
|
|
|
|
|
|
3,304
|
|
2,501
|
|
|
|
|
|
|
CURRENT
ASSETS
|
|
|
|
|
|
Trade and other
receivables
|
|
|
1,450
|
|
1,146
|
Cash and cash equivalents
|
|
|
4,548
|
|
5,251
|
|
|
|
|
|
|
|
|
|
5,998
|
|
6,397
|
|
|
|
|
|
|
TOTAL
ASSETS
|
|
|
9,302
|
|
8,898
|
|
|
|
|
|
|
EQUITY
|
|
|
|
|
|
SHAREHOLDERS'
EQUITY
|
|
|
|
|
|
Called up share capital
|
|
|
65
|
|
64
|
Share premium
|
|
|
179
|
|
-
|
Share based payment reserve
|
|
|
-
|
|
51
|
Retained earnings
|
|
|
6,396
|
|
6,212
|
Non-controlling interests
|
|
|
-
|
|
102
|
TOTAL
EQUITY
|
|
|
6,640
|
|
6,429
|
|
|
|
|
|
|
LIABILITIES
|
|
|
|
|
|
NON-CURRENT
LIABILITIES
|
|
|
|
|
|
Trade and other payables
Deferred tax
|
|
|
767
181
|
|
433
91
|
CURRENT
LIABILITIES
|
|
|
948
|
|
524
|
Trade and other payables
|
|
|
1,556
|
|
1,575
|
Corporation tax payable
|
|
|
158
|
|
370
|
|
|
|
1,714
|
|
1,945
|
|
|
|
|
|
|
TOTAL
LIABILITIES
|
|
|
2,662
|
|
2,469
|
|
|
|
|
|
|
TOTAL EQUITY AND
LIABILITIES
|
|
|
9,302
|
|
8,898
|
M WINKWORTH
PLC
|
|
|
|
|
|
|
|
CONSOLIDATED
STATEMENT OF CHANGES IN EQUITY
|
|
|
|
|
|
FOR THE YEAR
ENDED 31 DECEMBER 2023
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Called up share
|
Retained
|
Share
|
Other
|
|
Non-controlling
|
Total
|
|
capital
|
earnings
|
premium
|
reserves
|
Total
|
interests
|
equity
|
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
|
|
|
|
|
|
|
|
Balance at
1 January 2022
|
64
|
6,145
|
-
|
51
|
6,260
|
72
|
6,332
|
|
|
|
|
|
|
|
|
Changes in
equity
|
|
|
|
|
|
|
|
Dividends
|
-
|
(1,884)
|
-
|
-
|
(1,884)
|
-
|
(1,884)
|
Total comprehensive income
|
-
|
1,951
|
-
|
-
|
1,951
|
30
|
1,981
|
|
|
|
|
|
|
|
|
Balance at 31
December 2022
|
64
|
6,212
|
-
|
51
|
6,327
|
102
|
6,429
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Changes in
equity
|
|
|
|
|
|
|
|
Issue of share capital
|
1
|
-
|
179
|
-
|
180
|
-
|
180
|
NCI on acquisition of shares
|
-
|
(24)
|
-
|
-
|
(24)
|
(113)
|
(137)
|
Dividends
|
-
|
(1,511)
|
-
|
-
|
(1,511)
|
-
|
(1,511)
|
Total comprehensive income
|
-
|
1,719
|
-
|
(51)
|
1,668
|
11
|
1,679
|
|
|
|
|
|
|
|
|
Balance at
31 December 2023
|
65
|
6,396
|
179
|
-
|
6,640
|
-
|
6,640
|
|
|
|
|
|
|
|
|
M WINKWORTH
PLC
CONSOLIDATED
STATEMENT OF CASH FLOWS
FOR THE YEAR
ENDED 31 DECEMBER 2023
|
Notes
|
|
2023
£'000
|
|
2022
£'000
|
Cash flows from
operating activities
Profit before tax
Depreciation charges
Gain on disposal of fixed assets
Fair value change in fixed asset investments
Negative
goodwill
Finance costs
Finance income
|
|
|
2,146
531
(9)
(22)
(252)
39
(88)
___________
2,345
|
|
2,469
526
-
30
-
38
(39)
__________
3,024
|
Increase in trade and other receivables
Increase/(decrease) in trade and other payables
|
|
|
(269)
5
|
|
106
203
|
Cash generated from operations
|
|
|
2,081
|
|
3,333
|
Interest paid
|
|
|
(1)
|
|
-
|
Tax paid
|
|
|
(670)
|
|
(521)
|
|
|
|
|
|
|
Net cash from operating activities
|
|
|
1,410
|
|
2,812
|
|
|
|
|
|
|
Cash flows from
investing activities
|
|
|
|
|
|
Purchase of intangible fixed
assets
|
|
|
(229)
|
|
(123)
|
Purchase of tangible fixed
assets
|
|
|
(35)
|
|
(19)
|
Purchase of fixed asset
investment
Payments for prepaid assisted acquisitions
|
|
|
-
(217)
|
|
1
(316)
|
Interest received
|
|
|
88
|
|
39
|
|
|
|
|
|
|
Net cash used in investing activities
|
|
|
(393)
|
|
(418)
|
|
|
|
|
|
|
Cash flows from
financing activities
|
|
|
|
|
|
Payments of lease liabilities
|
|
|
(214)
|
|
(240)
|
Interest paid on lease liabilities
|
|
|
(38)
|
|
(38)
|
Purchase of non-controlling interest
|
|
|
(137)
|
|
-
|
Share issue
|
|
|
180
|
|
-
|
Equity dividends paid
|
|
|
(1,511)
|
|
(1,884)
|
|
|
|
|
|
|
Net cash used in financing activities
|
|
|
(1,720)
|
|
(2,162)
|
|
|
|
|
|
|
Increase/(decrease) in cash and cash equivalents
|
|
|
(703)
|
|
232
|
|
|
|
|
|
|
Cash and cash equivalents at beginning of year
|
|
|
5,251
|
|
5,019
|
|
|
|
|
|
|
Cash and cash equivalents at end of year
|
|
|
4,548
|
|
5,251
|
WINKWORTH
PLC
NOTES TO THE
CONSOLIDATED FINANCIAL STATEMENTS
FOR
THE YEAR ENDED 31 DECEMBER 2023
1. STATUTORY INFORMATION
M Winkworth Plc is a public company,
registered in England and Wales and quoted on AIM. The Company's
registered number and registered office address can be found on the
Company Information page of the Annual Report.
2. ACCOUNTING POLICIES
Basis of preparation
The financial statements have been
prepared under the historical cost convention, with the exception
of financial instruments as set out below, and in accordance with
UK adopted International Accounting Standards. The financial
statements are presented in pound sterling, which is also the
company's functional currency. The following principal accounting
policies have been applied consistently in dealing with items which
are considered material in relation to the financial
statements.
Going concern
The Directors have, at the time of
approving the financial statements, a reasonable expectation that
the Group has adequate resources to continue in operational
existence for the foreseeable future. Thus, they continue to adopt
the going concern basis of accounting in preparing the
accounts.
Revenue
Revenue represents the value of commissions and
subscriptions due to the Group under franchise agreements, together
with the value of fees earned by its subsidiary lettings business.
Revenue in respect of commissions due on house sales is recognised
at the point of the relevant property sale having been completed by
the franchisee. Revenue in respect of commissions due on lettings,
property management and administration services is recognised in
the period to which the services relate. The Group earns a straight
8% by value on all sales and lettings income generated by the
franchisees.
In Tooting Estates Limited, Crystal Palace Estates
Limited and Lumley 1 Limited, revenue in respect of commissions due
on house sales is recognised on completion. Revenue in respect of
commissions due on lettings and property management is recognised
over the life of the rental agreement.
3.
SEGMENTAL REPORTING
The board of directors, as the chief operating
decision making body, review financial information and make
decisions about the Group's business and have identified a single
operating segment, that of estate agency and related services and
the franchising thereof.
The directors believe that there are two material
revenue streams relevant to estate agency franchising.
|
2023
|
2022
|
|
£'000
|
£'000
|
Revenue
|
|
|
Estate agency and lettings business
|
2,695
|
2,781
|
Commissions and subscriptions due to the group
under
franchise agreement
|
6,570
|
6,526
|
|
9,265
|
9,307
|
4.
TAXATION
Analysis of tax
expense
|
2023
|
2022
|
|
£'000
|
£'000
|
Current tax:
Taxation
|
461
|
496
|
Adjustment re previous years
|
-
|
(2)
|
Total current tax
|
461
|
494
|
Deferred tax
|
6
|
(6)
|
Total tax expense in consolidated statement of profit
or loss and other comprehensive
Income
|
467
|
488
|
Factors affecting the tax expense
The tax
assessed for the
year is higher than the standard
rate of corporation tax in the UK. The difference is
explained below:
|
2023
|
2022
|
|
£'000
|
£'000
|
Profit before income tax
|
2,146
|
2,469
|
Profit multiplied by the standard rate of corporation
tax in the UK of 23.521%
2022 - 19%)
|
505
|
469
|
Effects of:
|
|
|
Expense not deductible for tax purposes
|
9
|
9
|
Adjustment in respect of prior periods
|
-
|
(2)
|
Depreciation in excess
of capital allowances
|
2
|
18
|
Income not taxable
|
(59)
|
-
|
Other movements
|
5
|
(6)
|
Change in tax rate
|
5
|
-
|
Tax expense
|
467
|
488
|
5.
DIVIDENDS
|
2023
|
2022
|
|
£'000
|
£'000
|
Ordinary shares of 0.5p
each
|
1,511
|
1,884
|
6.
EARNINGS PER SHARE
Basic earnings per share is calculated by dividing the earnings attributable to ordinary
shareholders by the weighted average number of ordinary shares outstanding during the
period.
|
|
2023
|
|
|
Earnings
|
Weighted average number of
shares
|
Per-share amount
|
|
£'000
|
'000
|
pence
|
Basic EPS
|
|
|
|
Earnings attributable to ordinary shareholders
|
1,668
|
12,814
|
13.02
|
Effect of dilutive
securities
|
-
|
20
|
-
|
|
|
|
|
Diluted
EPS
|
|
|
|
Diluted earnings
|
1,668
|
12,834
|
13.00
|
|
|
2022
|
|
|
Earnings
|
Weighted average number of
shares
|
Per-share amount
|
|
£'000
|
'000
|
pence
|
Basic EPS
|
|
|
|
Earnings attributable to ordinary shareholders
|
1,951
|
12,733
|
15.32
|
Effect of dilutive
securities
|
-
|
122
|
-
|
|
|
|
|
Diluted
EPS
|
|
|
|
Diluted earnings
|
1,951
|
12,855
|
15.18
|
7.
CALLED UP SHARE CAPITAL
|
2023
|
|
2022
|
Authorised:
|
|
£'000
|
|
£'000
|
20,000,000
|
Ordinary shares of
0.5p
|
100
|
|
100
|
|
2023
|
|
2022
|
Issued and
fully paid:
|
|
£'000
|
|
£'000
|
12,908,792
(2022: 12,733,238)
|
Ordinary shares of
0.5p
|
65
|
|
64
|
8.
RESERVES
Retained earnings are earnings retained by the
Company not paid out in dividends.
Share premium is the premium paid
on shares purchased in the Company.
Other reserves are the fair value equity components recognised over the
vesting period of share based
payments.
9. ACQUISITION OF A BUSINESS
The franchisee of the Winkworth business in Pimlico
did not renew their franchise agreements and, as a result, on 20
October 2023, Lumley 1 Limited, a subsidiary of Winkworth
Franchising Limited, took control of the trade and assets of the
business. There was no consideration for the transaction. In the
opinion of the directors the transaction qualified to be accounted
for as a business combination in accordance with IFRS 3.
As with the acquisitions of Tooting Estates Limited
and Crystal Palace Estates Limited, Lumley 1 Limited will keep
Winkworth in touch with and learning from front end experiences and
industry trends. It will also provide a live platform to test and
develop future digital initiatives and evolve our centralised CRM
systems, which will be of benefit to all our franchisees.
|
Fair value
|
Fair value of net
|
|
Acquisition
|
|
adjustment
|
assets
|
£'000
|
|
£'000
|
£'000
|
Intangible
|
-
|
|
336
|
336
|
Deferred tax at 25%
|
-
|
|
(84)
|
(84)
|
|
-
|
|
252
|
252
|
Consideration
Less net
assets acquired
|
|
|
|
-
(252)
|
Negative goodwill
|
|
|
|
(252)
|
|
|
|
|
|
The acquired intangible asset
represents the fair value of the customer lists of the business
which have been valued by the directors through the application of
a revenue multiple.
The negative goodwill is included in
the Consolidated Statement of Profit or Loss and Other
Comprehensive Income. The post-acquisition results for the period
to 31 December 2023 are as follows:
|
|
|
|
|
£'000
|
Revenue
Loss before tax and negative goodwill
|
|
|
|
|
74
|
|
|
|
|
(82)
|
Negative goodwill
|
|
|
|
|
252
|
Profit before tax
|
|
|
|
|
170
|
10. SHARE-BASED PAYMENT
TRANSACTIONS
Share options are granted to
directors and to selected employees. The exercise price of the
granted options is equal to the market price of the shares at date
of the grant. Options are conditional on the employee completing
two years' service (the vesting period). The options are
exercisable starting two years from the grant date and expire ten
years from the grant date. The company has no legal or constructive
obligation to repurchase or settle the options in cash.
The Reduction of Capital, authorised
by the High Court on 24 July 2018, impacted the calculations around
the Share Options granted before that date. In order to adhere to
the Rules of the Option Plan, the exercise price and number of
options over shares had to be adjusted so that the amount payable
on full exercise and the value of the shares acquired on full
exercise, and hence the value of the options, were kept constant.
HMRC has agreed to the terms of the adjustment and the numbers have
been amended accordingly with effect from the date of the Capital
Reduction. There is no impact on the cost of the options to the
Group.
Movements in the number of share
options outstanding and their related weighted average exercise
prices following the Reduction of Capital are as
follows:
|
|
|
|
Exercise price
|
Fair value at grant date
|
Option series
|
Number
|
Grant date
|
Expiry date
|
(p)
|
(p)
|
Granted on 10 May 2017
|
386,777
|
10/05/2017
|
09/05/2027
|
139.62
|
6
|
The following reconciles the share
options outstanding at the beginning and end of the
year:
|
2023
|
2022
|
|
|
Weighted
average
|
|
Weighted
average
|
|
Number of
options
|
exercise price
(p)
|
Number of
options
|
exercise price
(p)
|
Balance at beginning of year
|
562,331
|
128
|
562,331
|
128
|
Exercised during the year
|
(175,554)
|
102
|
-
|
-
|
|
|
|
|
|
Balance at end of year
|
386,777
|
140
|
562,331
|
128
|
|
|
|
|
|
All the options were exercisable
with 175,554 options being exercised in 2023. The share option
outstanding at the year-end had a weighted average contractual life
of 3.36 years.
11.
POST BALANCE SHEET
EVENTS
On 10 January 2024, M Winkworth Plc
declared dividends of 3p per ordinary share for the fourth quarter
of 2023.
On 10 April 2024, M Winkworth Plc
declared dividends of 3p per ordinary shares for the first quarter
of 2024.
12.
FINANCIAL INFORMATION
The financial information contained within this
announcement for the year ended 31 December 2023 is derived from
but does not comprise statutory financial statements within the
meaning of section 434 of the Companies Act 2006. Statutory
accounts for the year ended 31 December 2022 have been filed with
the Registrar of Companies and those for the year ended 31 December
2023 will be filed following the Company's annual general meeting.
The auditors' reports on the statutory accounts for the years ended
31 December 2023 and 31 December 2022 are unqualified, do not draw
attention to any matters by way of emphasis, and do not contain any
statements under section 498 of the Companies Act 2006.
13.
ANNUAL REPORT AND
ACCOUNTS
Copies of the annual report and accounts for the year
ended 31 December 2023 together with the notice of the Annual
General Meeting to be held at the Lansdowne Club on 28 May 2024,
will be posted to shareholders shortly and will be available to
view and download from the Company's website at
www.winkworthplc.com