RNS Number : 9630Y
SimplyBiz Group PLC (The)
15 September 2020
 

15 September 2020

The SimplyBiz Group plc

("SimplyBiz", the "Company" or the "Group")

Half-year results for the six months ended 30 June 2020

 

Resilient Performance - Digital Acceleration

 

SimplyBiz (AIM: SBIZ), a leading independent provider of compliance, technology and business services to financial advisers and financial institutions in the UK, today announces its unaudited results for the six months ended 30 June 2020.

 

Financial highlights:

·    Revenue of £28.9m (H1 2019: £29.1m)

·    Operating profit of £5.0m (H1 2019: £3.2m)

·    Adjusted EBITDA*1 of £7.4m (H1 2019: £8.0m)

·    Adjusted EBITDA*1 margin of 25.5% (H1 2019: 27.5%)

·    Adjusted EPS *2 of 4.22p (H1 2019: 5.57p)

·    Free cash flow conversion*3 of 65% (H1 2019: 43%)

·    30 June 2020 net debt of £25.8m (30 June 2019: £30.1m)

·    Full year guidance maintained - adjusted EPS no less than 11.0p (PY: 13.0p)

 

Operational highlights:

·    Digital strategy accelerated

·    Scale and growth in intermediary services

·    Decisive cost control and efficiency improvements

·    Strong performance and contribution from Defaqto

·    Mortgage completions of £7.4bn

·    Awarded Service Company of the Year

 

Operational Update

The company took strong and positive action within the first week of national lockdown to successfully ensure it could fully support its customers and colleagues. All services to intermediary customers were moved onto a proprietary digital platform and delivered without disruption. Decisive cost control and efficiency improvements were made which will deliver sustained margin benefits in the future. Fintech & Research remained resilient and robust over the period with continued product developments to support our future growth.

 

The Company's mortgage valuation business and events programme were significantly impacted by the lockdown, though volumes moderately increased in June. Management expects a continued slow recovery in the housing market during the second half of the year. Mortgage completions were consistent with prior year, further demonstrating the resilience of our customer base and services.

 

Management quickly and successfully moved to agile working, bringing forward and enhancing developments to the digital platform, enhancing the delivery of services.

 

Dividend

As stated in the Operational & COVID-19 Update announcement on 27 April 2020 and Pre-Close Statement on 23 July 2020, the Board does not intend to recommend an interim dividend in respect of the current financial year. A further update on the FY20 dividend will be provided in January 2021.

 

Matt Timmins, Joint CEO of The SimplyBiz Group plc, commented:

"We are delighted to report strong and resilient trading for H1 2020, demonstrating the robust nature of our business. We benefitted from an improving quality of our underlying earnings, under-pinned by six full months trading from Defaqto which helped offset a significant reduction in valuation income during the period. The quality of our revenues, the resilience of our customers, and the benefits of a stronger digital delivery platform have enabled strong trading during challenging times. We have responded quickly and decisively to deliver growth in key strategic areas, whilst improving the quality of our underlying earnings.

 

We have accelerated our digital strategy. This data led, digital delivery, will further improve our quality of earnings, margins and cash generation going forward, whilst also improving customer service."

 

"On behalf of the Board, I would like to thank all of our colleagues, customers, and wider stakeholders for their support during these unprecedented times."

 

 

 

*1 Adjusted EBITDA is earnings before interest, tax, depreciation, amortisation, share option charges and operating exceptional costs. Adjusted profit before and profit after tax exclude operating exceptional costs and amortisation of intangible assets arising on acquisition.

 

*2  Adjusted Earnings Per Share is calculated as adjusted profit after tax, which excludes operating exceptional costs and amortisation of intangible assets arising on acquisition, divided by the average number of ordinary shares in issue for the period.

 

*3 Free cash flow conversion is calculated as adjusted EBITDA, less working capital movements, lease payments, CAPEX, development expenditure, corporation tax paid and interest, as a percentage of Adjusted EBITDA.

 

 

For further information please contact:

SimplyBiz

via Instinctif Partners

Matt Timmins (Joint Chief Executive Officer)

Neil Stevens (Joint Chief Executive Officer)

Gareth Hague (Group Finance Director)

 

 

 

Zeus Capital (Nominated Adviser and Joint Broker)

+44 (0) 20 3829 5000

Martin Green

Dan Bate

 

 

 

Liberum (Joint Broker)

Cameron Duncan

James Greenwood

Ed Phillips

+44 (0) 20 3100 2222

 

 

Instinctif Partners

+44 (0)78 3767 4600 / SimplyBiz@instinctif.com

Lewis Hill

Catherine Wickman

 

 

Notes to Editors

 

The SimplyBiz Group provides essential support services, software and data that enable professional financial advisers, financial intermediaries and product providers to deliver better outcomes for their customers.

The SimplyBiz Group supports 3,700 intermediary firms with regulatory and business support in addition to 1,900 customer firms of its fintech platform, while providing essential distribution support to over 400 financial institutions.

The Company's understanding of the changing regulatory landscape and deep insights into the needs of customers, advisers and product providers enables it to add unique value to the retail financial services sector.

 

For more information, please visit: www.simplybizgroup.co.uk/

 

Analyst presentation

An analyst briefing is being held at 09:30 BST on 15 September 2020 via an online video conference facility.  To register your attendance please contact SimplyBiz@instinctif.com
 

JOINT CHIEF EXECUTIVES' STATEMENT

 

Overview

During the six months to 30 June 2020, SimplyBiz delivered a robust financial and operational performance, reacting quickly and decisively to COVID-19 restrictions. The robust nature of revenues, the resilience of its customers base, and a stronger delivery platform following the acquisition of Defaqto have enabled growth in key strategic areas offsetting reductions in valuations and marketing events. The company delivered a strong adjusted EBITDA margin with strong cash conversion.

 

Headline revenue was broadly consistent with the prior year at £28.9m (H1 2019: £29.1m), as the positive performance from Defaqto and growth in core Intermediary Services were offset by the impact of COVID-19 on the Distribution Channels division.

 

Adjusted EBITDA of £7.4m represented a robust 25.5% (H1 2019: 27.5%) margin flowing from the higher margin Fintech & Research division, coupled with the quick and efficient implementation of cost saving measures, including the utilisation of certain UK Government assistance packages.

 

Divisional Performance

The Intermediary Services division provides compliance and business services to over 3,700  individual intermediary firms through a comprehensive membership model. Members, including financial advisers, mortgage advisers and wealth managers, conduct regulated activities and are regulated by the FCA.

 

The Company reacted quickly and decisively to accelerate its digital strategy and deliver a package of member benefits that enabled uninterrupted high quality delivery of all intermediary services, maintained customer scale and recurring subscriptions value, and strengthened the opportunities for future engagement and growth.

 

Membership fee income increased by 4% to £5.3m, compared to H1 2019. The Company continued to pursue its strategy of focussing on recruiting larger firms and wealth managers, with average fees increasing by 3%.

 

Increased regulation continues to drive demand for our services. Additional services income increased by 9% to £2.6m (H1 2019: £2.4m) and the acceleration of the Company's digital delivery in the period strengthened its growth potential.

 

Software licence users increased from 4,106 at 30 June 2019 to 4,580 (30 June 2020), contributing to a strong and accelerating 10% increase in software licence income to £2.7m.

 

Revenues in Zest Technologies, the Group's employee benefits software solution, were stabilised and grew marginally ahead of the prior year at £1.7m.

 

 

The Distribution Channels division was significantly impacted by the COVID-19 restrictions, with revenues reducing by 31% to £9.2m.

 

The Surveying business was unable to provide physical onsite valuations for 10 weeks, from late March, with the majority of its surveyors placed on furlough as a result. The market has subsequently improved with volumes currently around c50% of previous 'normal' levels. Valuation Services revenues in the period were £2.1m (H1 2019: £4.4m).

 

The temporary closure of the housing market also impacted Mortgage Services income, with lower than expected mortgage completions and reduced panel management transactions during Q2. Growth in the months prior to lockdown helped maintain total mortgage completion at £7.4bn, consistent with H1 2019. Mortgage Services revenues for the period were £2.3m (H1 2019: £3.1m) mainly due to a reduction in panel management services (surveying).

 

The Company's extensive events programme has also been impacted by lockdown restrictions, with all physical events suspended from the end of March. The Company acted quickly and decisively to develop an innovative new virtual events service that has attracted excellent attendance and superb customer feedback. Revenues from marketing agreements were £2.6m (H1 2019: £3.6m). 

 

The Fintech & Research division contributed £7.4m of revenue for the period, compared with £4.2m for the three and a half months following the acquisition on 22 March 2019. The acquisition remains earnings enhancing. Defaqto continues to provide a significant strengthening of its delivery platform and remains a strategic priority for future quality earnings growth.

 

 

 

 

Strategy

The Company's strategy comprises organic and acquisitive growth. Organic growth is expected to be driven by growth in the Company's digital service and technology offering to its customers as well as increasing average revenue per customer. An accelerated digital strategy will deliver strong margin growth and greater cash and capital efficiency. The integration of Defaqto and the Company's enhanced ability to provide data driven, digitised services, will further improve the quality of earnings.

 

Management continue to pursue selective acquisitions to enhance the services offered, the technology capabilities it possesses and to build on the scalable platform of the Company, subject to prudent balance sheet management, particularly with regard to sensible leverage ratios.   

 

 

Financial Results:

 

 

Jun-20

£m

Jun-19

£m

 

 

 

Group Revenue

28.9

29.1

Expenses

(21.5)

(21.1)

Adjusted EBITDA

7.4

8.0

Adjusted EBITDA margin %

25.5%

27.5%

 

 

 

Depreciation

(0.1)

(0.1)

Depreciation of lease asset

(0.4)

(0.3)

Amortisation of development expenditure and software

 

(0.5)

 

(0.5)

Adjusted EBIT

6.4

7.1

 

 

 

Operating costs of an exceptional nature

-

(3.0)

Share option charges

(0.4)

(0.3)

Amortisation of other intangible assets

(1.0)

(0.6)

Net finance costs

(0.6)

(0.5)

Profit before tax

4.4

2.7

Taxation

(1.6)

(1.3)

 

 

 

Profit after tax

2.8

1.4

 

 

 

Adjusted earnings per share (EPS)

4.22p

5.57p

 

Revenue

Revenues of £28.9m were 1% lower than the prior period, largely due to revenue reductions resulting from the COVID-19 restrictions. These reductions were balanced by underlying growth from both the Intermediary Services and Research & Fintech divisions, and a full six months' contribution from Defaqto.

 

Revenues in the Intermediary services division grew by 6% to £12.3m, as a result of growth in member numbers and improved penetration of additional services and software licences. Fintech & Research revenues increased by £3.2m (77%) as a result of the full period of trading vs three and a half months in 2019 and continued organic growth from Defaqto.

 

The Distribution Channels division has been impacted by the COVID-19 lockdown restrictions, with £3.2m (42%) lower revenues from Valuation and Mortgage Services that directly link to housing transactions, and from the £0.9m (26%) impact to marketing events being moved from physical to digital delivery.

 

 

Operating profit and adjusted EBITDA margin

Operating profit increased by 56% to £5.0m (H1 2019: £3.2m, after exceptional charges of £3.0m). 

 

Adjusted EBITDA margin is calculated as adjusted EBITDA (as defined in note 6), divided by revenue. Whilst adjusted EBITDA is not a statutory measure, the Board believe it is a highly useful measure of the underlying trade and operations, excluding one-off and non-cash items.

 

The Company delivered a robust adjusted EBITDA margin of 25.5% (H1 2019: 27.5%) due to continued revenue growth in higher margin sectors, rapid and decisive cost saving measures, and £0.8m received through the UK Government's assistance schemes.

 

Operating costs of an exceptional nature

Exceptional operating costs in the prior year included £2.6m of professional fees in respect of the acquisition of Defaqto and £0.4m of termination costs.

 

Share-based payments

Share-based payment charges of £0.4m (H1 2019: £0.3m) have been recognised in respect of the options in issue. The increase in the charge reflects the full period of issue for options granted in 2019.

 

Financial income and expense

Net finance expenses of £0.6m (H1 2019: £0.5m) relate to drawdowns on the Group's revolving credit facility agreement.

 

Taxation

The tax charge for the period has been accrued using the tax rate that is expected to apply to the full financial year. The tax expense includes a deferred tax charge of £0.6m, being the deferred tax liability arising on intangible assets acquired with Defaqto, along with the change in the UK corporation tax rate from 17% to 19%.

 

Earnings per share

Earnings per share has been calculated based on the weighted average number of shares in issue in both periods.

 

Dividend

During the period the Company paid the final dividend in respect of FY19 of £2.8m. As announced in April, the Board does not intend to recommend an interim dividend in respect of the current financial year.

 

Cash flow and closing net debt

At 30 June 2020 the Company had net debt of £25.8m, compared to £27.0m at 31 December 2019 and £30.1m at 30 June 2019. Net debt is calculated as borrowings less cash and cash equivalents and amortised arrangement fees. In March 2020, the Company drew down the remaining £7.0m of the £45m Revolving Credit Facility to provide ongoing financial flexibility.

 

Free cash flow conversion was strong at 65% for H1 2020, vs 43% in H1 2019. In the prior period, cash flow conversion was lower due to the timing of Defaqto's cash receipts across the year.

 

Free cash flow conversion is calculated as adjusted EBITDA, less working capital movements, lease payments, CAPEX, development expenditure, corporation tax paid and interest, as a percentage of Adjusted EBITDA. A reconciliation of free cash flow is provided in note 6.

 

 

 

OUTLOOK

Trading has continued in line with the Board's expectation since the end of the period.

 

The Board remains confident of the Company's strong trading and cash generation and continues to expect that 2020 full year adjusted earnings per share shall be no less than 11.0p (2019 FY: 13.0p).

 

 

Matt Timmins and Neil Stevens

Joint Chief Executive Officers

 

 

Consolidated statement of profit or loss and other comprehensive income

for the six months ended 30 June 2020

 

 

 

Note

 

 

 

 

6 months ended

30 June 2020

 

 

 

6 months ended 

30 June 2019

 

 

 

 

£000

 

£000

 

 

 

 

 

 

 

Revenue

7

 

 

28,870

 

29,086

 

 

 

 

 

 

 

Operating expenses

8

 

 

(22,912)

 

(25,354)

Amortisation of other intangible assets

12

 

 

(994)

 

(550)

 

 

 

 

              

 

              

Operating profit

 

 

 

4,964

 

3,182

Finance income

9

 

 

47

 

41

Finance costs

9

 

 

(666)

 

(562)

 

 

 

 

              

 

              

Profit before taxation

 

 

 

4,345

 

2,661

 

 

 

 

 

 

 

Taxation

10

 

 

(1,583)

 

(1,234)

 

 

 

 

              

 

              

Profit for the financial period

 

 

 

2,762

 

1,427

 

 

 

 

              

 

              

 

 

 

 

 

 

 

Profit attributable to shareholders:

 

 

 

 

 

 

Owners of the Company

 

 

 

2,707

 

1,416

Non-controlling interests

 

 

 

55

 

11

 

 

 

 

              

 

              

 

 

 

 

2,762

 

1,427

 

 

 

 

              

 

              

 

 

 

 

 

 

 

Earnings per share - basic

11

 

 

2.80p

 

1.61p

Earnings per share - diluted

11

 

 

2.78p

 

1.59p

 

 

There are no items to be included in other comprehensive income in the current or preceding period.

 

 

 

Consolidated Statement of Financial Position

As at 30 June 2020

 

 

 

Note

Unaudited

30 June 2020

£000

Unaudited

30 June 2019

£000

Audited

31 December 2019
£000

Assets

 

 

 

 

Non-current assets

 

 

 

 

Property, plant & equipment

13

1,294

492

454

Lease asset

 

5,166

1,511

2,653

Intangible assets and goodwill

12

106,048

106,644

106,210

Deferred tax asset, non-current

 

80

-

1,262

 

 

                

                

                

Total non-current assets

 

112,588

108,647

110,579

 

 

                

                

                

Current assets

 

 

 

 

Trade and other receivables

 

9,253

11,023

11,774

Deferred tax asset

 

91

116

194

Cash and cash equivalents -unrestricted

 

18,921

11,010

10,666

Cash and cash equivalents -restricted

 

-

545

-

 

          

                

                

                

Total current assets

 

28,265

22,694

22,634

 

          

                

                

                

Total assets

 

140,853

131,341

133,213

 

 

                  

                  

                  

Equity and liabilities

 

 

 

 

Equity attributable to the owners of the Company

 

 

 

 

Share capital

15

968

968

968

Share premium account

15

64,755

73,149

64,755

Other reserves

16

(52,716)

(60,760)

(51,993)

Retained earnings

 

55,644

49,939

55,695

Equity attributable to the owners of the Company

 

68,651

63,296

69,425

Non-controlling interest

 

134

11

79

 

 

                

                

                

Total equity

 

68,785

63,307

69,504

 

 

                

                

                

Liabilities

 

 

 

 

Current liabilities

 

 

 

 

Trade and other payables

 

16,031

18,175

17,195

Lease liabilities, current

 

580

271

540

Current tax liabilities

 

230

1,315

651

 

 

                

                

                

Total current liabilities

 

16,841

19,761

18,386

 

 

                

                

                

Non-current liabilities

 

 

 

 

Loans and borrowings

14

44,695

41,615

37,685

Lease liabilities, non-current

 

4,610

1,179

2,176

Deferred tax liabilities

 

5,922

5,479

5,462

 

          

                

                

                

Total non-current liabilities

 

55,227

48,273

45,323

 

          

                

                

                

Total liabilities

 

72,068

68,034

63,709

 

          

                

                

                

Total equity and liabilities

 

140,853

131,341

133,213

 

 

                

                

                

Consolidated statement of changes in equity

 

 

Share

Share

Other

Non

Retained

Total

 

capital

premium

reserve

controlling interest

earnings

equity

 

£000

£000

£000

£000

£000

£000

 

 

 

 

 

 

 

Balance at 1 January 2019

765

36,791

(61,067)

-

50,081

26,570

Total comprehensive income for period

-

-

-

11

1,427

1,438

 

 

 

 

 

 

 

Transactions with owners, recorded directly in equity

 

 

 

 

 

 

Issue of share capital

203

36,358

-

-

-

36,561

Dividends

-

-

-

-

(1,569)

(1,569)

Share option charge

-

-

307

-

-

307

 

              

                

                

                

                

                

Total contributions by and distribution to owners

203

36,358

307

-

(1,569)

35,299

 

               

                

                

                

                

                

Balance at 30 June 2019

968

73,149

(60,760)

11

49,939

63,307

Total comprehensive income for period

-

-

-

68

7,120

7,188

 

 

 

 

 

 

 

Transactions with owners, recorded directly in equity

 

 

 

 

 

 

Transfer to other reserves

-

(7,449)

7,449

-

-

-

Cost of share issue

-

(945)

-

-

-

(945)

Share option charge

-

-

205

-

-

205

Deferred tax on share options exceeding profit and loss charge

-

-

1,113

-

-

1,113

Dividends

-

-

-

-

(1,364)

(1,364)

 

                

                

                

                

                

                

Total contributions by and distribution to owners

-

(8,394)

8,767

-

(1,364)

(991)

 

                

                

                

                

                

                

Balance at 31 December 2019

968

64,755

(51,993)

79

55,695

69,504

 

                

                

                

                

                

                

Total comprehensive income for period

-

-

-

55

2,707

2,762

 

 

 

 

 

 

 

Transactions with owners, recorded directly in equity

 

 

 

 

 

 

Dividends

-

-

-

-

(2,758)

(2,758)

Share option charge

-

-

390

-

-

390

Deferred tax on share options exceeding profit and loss charge

-

-

(1,113)

-

-

(1,113)

 

              

                

                

                

                

                

Total contributions by and distribution to owners

-

-

(723)

-

(2,758)

(3,481)

 

               

                

                

                

                

                

Balance at 30 June 2020

968

64,755

(52,716)

134

55,644

68,785

 

               

                

                

                

                

                

Consolidated statement of cash flows

for the 6 months ended 30 June 2020

 

 

6 months ended
30 June 2020

 

6 months ended
30 June 2019 

 

£000

£000

 

 

 

Net cash generated from operating activities (note 18)

7,784

2,214

 

 

 

Cash flows from investing activities

 

 

Finance income

47

41

Purchase of property, plant and equipment

(954)

(42)

Development expenditure

(1,355)

(930)

Acquisitions, net of cash received

-

(38,886)

 

                

                

Net cash used in investing activities

(2,262)

(39,817)

 

                

                

Cash flows from financing activities

 

 

Finance costs

(279)

(475)

Loan repayments made

-

(27,676)

Drawdown of loans

7,000

37,500

Transaction costs related to borrowing

(45)

(420)

Payment of lease liability

(460)

(385)

Payment of deferred and other consideration

(725)

(725)

Issue of share capital

-

29,072

Dividends paid

(2,758)

(1,569)

 

                

                

Net cash generated from financing activities

2,733

35,322

 

                

                

Net increase / (decrease) in cash and cash equivalents

8,255

(2,281)

Cash and cash equivalents at start of period

10,666

13,836

 

                

                

Cash and cash equivalents at end of period

18,921

11,555

 

                

                

 

 

 

 

 

NOTES TO THE INTERIM FINANCIAL INFORMATION

 

1.            Reporting entity

 

The SimplyBiz Group plc is a company domiciled in the UK. These condensed consolidated interim financial statements ('interim financial statements') as at and for the six months ended 30 June 2020 comprise the Company and its subsidiaries (together referred to as 'the Group'). The Group is primarily involved in the provision of compliance, technology and business services to financial advisers, including directly authorised IFAs, directly authorised mortgage advisers, workplace consultants and directly authorised wealth managers. It also provides marketing and promotion, product panelling and co-manufacturing services to more than 135 financial institutions, through access to its membership.

 

2.            Basis of accounting

 

These interim financial statements have been prepared in accordance with IAS 34 Interim financial reporting and should be read in conjunction with the Group's last annual consolidated financial statements as at and for the year ended 31 December 2019 ('last annual financial statements'). They do not include all of the information required for a complete set of IFRS financial statements. However, selected explanatory notes are included to explain events and transactions that are significant to an understanding of the Group's financial position and performance since the last annual financial statements.

 

The financial information set out in these interim financial statements for the six months ended 30 June 2020 and the comparative figures for the six months ended 30 June 2019 are unaudited. The comparative financial information for the period ended 31 December 2019 in this interim report does not constitute statutory accounts for that period under 435 of the Companies Act 2006.

 

Statutory accounts for the period ended 31 December 2019 have been delivered to the Registrar of Companies.  The auditors' report on the accounts for 31 December 2019 was unqualified, did not draw attention to any matters by way of emphasis, and did not contain a statement under 498(2) or 498(3) of the Companies Act 2006.

 

The interim financial statements comprise the financial statements of the Group and its subsidiaries at 30 June 2020. Subsidiaries are consolidated from the date of acquisition, being the date on which the Group obtained control, and continue to be consolidated until the date when such control ceases.

 

The interim financial statements incorporate the results of business combinations using the acquisition method. In the consolidated balance sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date.

 

These interim financial statements were authorised for issue by the Company's Board of Directors on 14 September 2020.

 

3.            Use of Judgements and Estimates

 

In preparing these interim financial statements, management has made judgements and estimates that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates.

 

The significant judgements made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those described in the last annual financial statements.

 

4.            Changes in significant accounting policies

 

The accounting policies applied in these condensed consolidated interim financial statements are the same as those applied in the Group's consolidated financial statements in the 2019 Annual Report & Accounts.

 

Current taxes

The policy for recognising and measuring income taxes in the interim period is described in note 10.

 

Accounting for Government Support

Amounts receivable under the UK Government's Coronavirus Job Retention Scheme have been recognised in profit or loss on a systematic basis net of the expense for which the monies are intended to compensate, once any conditions related to the receipts are met.

 

5.            Going concern

 

The Group's business activities, together with the factors likely to affect its future development, performance and position are set out in the Joint Chief Executives' statement.

 

The Group Directors have prepared cash flow forecasts for the Group for the period to 31 December 2021 which indicate that, taking account of severe but plausible downside scenarios, the Group will have sufficient funds, to meet its liabilities as they fall due for that period.

 

The cash flow forecasts include the impact of the recent global outbreak of COVID-19, which has led to a net 1% drop of revenue in the first half of the year across the Group. Various sensitivity analyses have been performed to assess the impact of more severe but plausible downside scenarios to future trading. Under these severe but plausible downside scenarios the Group continues to operate within its available facilities and does not incur any covenant breaches.

 

The Directors have considered these factors, the likely performance of the business and possible alternative outcomes and the financing activities available to the Group. Having taken all of these factors into consideration, including the impact on covenants relating to the external borrowing facility, the Directors confirm that forecasts and projections indicate that the Group has adequate resources for the foreseeable future and at least for the period of 12 months from the date of signing the half year report. Accordingly, the financial information has been prepared on the going concern basis.

 

 

 

6.            Reconciliation of GAAP to Non-GAAP measures

 

The Group uses a number of "non-GAAP" figures as comparable key performance measures, as they exclude the impact of one-off items that are not considered part of ongoing trade. Amortisation of other intangible assets has been excluded on the basis that it is a non-cash amount, relating to acquisitions in the current and prior periods. Operating costs of an exceptional nature have been excluded as they are not considered part of the underlying trade. Share option charges have been excluded from Adjusted EBITDA only as non-cash costs.

 

The Group's "non-GAAP" measures are not defined performance measures in IFRS. The Group's definition of the reporting measures may not be comparable with similar titled performance measures in other entities.

 

 

Adjusted EBITDA is calculated as follows:

 

 


6 months ended 30 June 2020

 

6 months ended 30 June 2019

 

 

£000

£000

Operating profit

 

4,964

3,182

add back:

 

 

 

Depreciation

 

124

133

Depreciation of leased assets

 

359

321

Amortisation of other intangible assets (note 12)

 

994

550

Amortisation of development costs and software (note 12)

 

523

494

 

 

              

              

EBITDA

 

6,964

4,680

Add back:

 

 

 

Operating costs of exceptional nature (note 8)

 

-

2,997

Share option charges

 

390

307

 

 

              

              

Adjusted EBITDA

 

7,354

7,984

 

 

              

              

 

 

Adjusted profit before tax is calculated as follows:

 

 


6 months ended 30 June 2020

 

6 months ended 30 June 2019

 

 

£000

£000

Profit before tax

 

4,345

2,661

add back:

 

 

 

Operating costs of exceptional nature (note 8)

 

-

2,997

Amortisation of other intangible assets (note 12)

 

994

550

 

 

              

              

Adjusted profit before tax

 

5,339

6,208

 

 

              

              

 

Adjusted profit after tax is calculated as follows:

 

 


6 months ended 30 June 2020

 

6 months ended 30 June 2019

 

 

£000

£000

Profit after tax

 

2,762

1,427

add back:

 

 

 

Operating costs of exceptional nature (note 8)

 

-

2,997

Amortisation of other intangible assets, net of deferred tax                      charge / credit                                     

 

 

1,323

 

471

 

 

              

              

Adjusted profit after tax

 

4,085

4,895

 

 

              

              

 

 

Free cash flow conversion is calculated as follows:

 

6 months ended 30 June 2020

6 months ended 30 June 2019

 

£000

£000

Net cash generated from operating activities

7,784

2,214

Adjusted for:

 

 

Operating costs of exceptional nature (note 8)

-

2,997

Finance income

47

41

Finance costs

(279)

(475)

Purchase of property, plant and equipment

(954)

(42)

Payment of lease liability

(460)

(385)

Development expenditure

(1,355)

(930)

 

              

              

Free cash flow

4,783

3,420

Adjusted EBITDA (as above)

7,354

7,984

 

              

              

Free cash flow conversion

65%

43%

 

              

              

 

 

 

 

 

7.            Segmental Information

 

During the year, the Company was domiciled in the UK and as such substantially all revenue is derived from external customers in the United Kingdom. Since the acquisition of Defaqto in March 2019, the Group has an operation in Norway, which is wholly immaterial to the Group's revenues.

The Group has three operating segments, which are considered to be reportable segments under IFRS. The three reportable segments are:

·      Intermediary Services;

·      Distribution Channels; and

·      Research & Fintech

Intermediary Services provides compliance and regulation services to individual financial intermediary Member Firms, including directly authorised IFAs, directly authorised mortgage advisers, workplace consultants and directly authorised wealth managers.

Distribution Channels provides marketing and promotion, product panelling and co-manufacturing services to financial institutions. This division of the Group also undertakes survey panelling and surveying work for mortgage lenders.

The Research & Fintech segment provides a fintech platform for over 9,000 users, across 3,300 firms and providing independent ratings of 21,000 financial products and funds, licenced by 250 brands.

The reportable segments are derived on a product / customer type basis. Management have applied their judgement on application of IFRS 8, with operating segments reported in a manner consistent with the internal reporting produced to the chief operating decision makers ('CODM'). The chief operating decision makers are deemed to be the Joint CEOs. No aggregation of operating segments has occurred.

Segmental information is provided for Adjusted EBITDA, which is the measure used when reporting to the CODM.

The tables below present the segmental information.

 

6 months ended 30 June 2020

Intermediary Services

Distribution Channels

Research & Fintech

Group

 

£000

£000

£000

£000

 

 

 

 

 

Revenue

12,293

9,223

7,354

28,870

Adjusted operating expenses, before amortisation and depreciation

(9,886)

(7,164)

(4,466)

(21,516)

Adjusted EBITDA

2,407

2,059

2,888

7,354

Operating costs of an exceptional nature

 

 

 

-

Amortisation of other intangible assets

 

 

 

(994)

Amortisation of development costs and software

 

 

 

(523)

Depreciation

 

 

 

(124)

Depreciation of lease asset

 

 

 

(359)

Share option charges

 

 

 

(390)

Operating profit

 

 

 

4,964

 

 

 

 

 

 

 

 

 

6 months ended 30 June 2019

Intermediary Services

Distribution Channels

Research & Fintech

Group

 

 

£000

£000

£000

£000

 

 

 

 

 

 

 

Revenue

11,605

13,329

4,152

29,086

 

Adjusted operating expenses, before amortisation and depreciation

(9,265)

(9,657)

(2,180)

(21,102)

 

Adjusted EBITDA

2,340

3,672

1,972

7,984

 

Operating costs of an exceptional nature

 

 

 

(2,997)

 

Amortisation of other intangible assets

 

 

 

(550)

 

Amortisation of development costs and software

 

 

 

(494)

 

Depreciation

 

 

 

(133)

 

Depreciation of lease asset

 

 

 

(321)

 

Share option charges

 

 

 

(307)

 

Operating Profit

 

 

 

3,182

 

                         

 

In determining the trading performance of the operating segments central costs are allocated based on the divisional contribution of revenue to the Group.

The statement of financial position is not analysed between reporting segments for management and the chief decision-makers consider the Group statement of financial position as a whole. 

No customer has generated more than 10% of total revenue during the period covered by the financial information.

 

 

8.            Operating Profit

 

Operating profit for the period has been arrived at after charging:

 

6 months ended

30 June 2020

6 months ended

30 June 2019 

 

£000

£000

 

 

 

Depreciation of tangible assets

124

133

Depreciation of lease asset

359

321

Operating costs of exceptional nature:

 

 

Restructuring costs

-

59

Professional fees for acquisitions

-

2,549

Loss of office expense

-

389

 

              

              

 

-

2,997

 

              

              

 

Operating costs of exceptional nature

Professional fees for acquisitions relate to the purchase of Defaqto in 2019. Loss of office expense relates to the redundancy of a senior employee and restructuring costs relate to a restructure program in a single legal entity.

 

9.            Finance Expense and Income

 

 

6 months ended

30 June 2020

6 months ended

30 June 2019

 

£000

£000

Finance Expense

 

 

Bank interest payable

(603)

(559)

Finance charge on lease liability

(63)

(3)

 

              

              

 

(666)

(562)

Finance Income

 

 

Bank interest receivable

47

41

 

              

              

 

47

41

 

              

              

Net finance expense

(619)

(521)

 

              

              

 

 

10.          Taxation

 

 

6 months ended

30 June 2020

6 months ended

30 June 2019

 

£000

£000

 

 

 

Current tax charge

951

1,291

Deferred tax charge / (credit)

632

(57)

 

              

              

Tax charge for the period

1,583

1,234

 

              

              

 

Current income tax expense is recognised at an amount determined by multiplying the profit before tax for the interim reporting period by management's best estimate of the weighted-average annual income tax rate for the full financial year, adjusted for the tax effect of certain items recognised in full in the interim period. As such, the effective tax rate in the interim financial statements may differ from management's estimate of the effective tax rate for the annual financial statements.

 

 

 

11.          Earnings per share

 

Basic Earnings Per Share ('EPS')

 

 

6 months ended

30 June 2020

 

6 months ended

30 June 2019

 

 

£000

£000

 

 

 

 

Profit attributable to equity shareholders of the parent

 

2,707

1,416

 

 

              

              

Weighted average number of shares in issue

 

96,782,296

87,867,713

 

 

              

              

Basic profit per share (pence)

 

2.80p

1.61p

 

 

              

              

Earnings per share has been calculated based on the weighted average number of shares in issue in both periods.

 

 

Diluted Earnings Per Share

 

 

6 months ended

30 June 2020

 

6 months ended

30 June 2019

 

 

£000

£000

 

 

 

 

Profit attributable to equity shareholders of the parent

 

2,707

1,416

 

 

              

              

Weighted average number of shares in issue

 

96,782,296

87,867,713

Diluted weighted average number of shares and options for the period

 

483,999

1,203,045

 

 

              

              

 

 

97,266,295

89,070,758

 

 

              

              

Diluted profit per share (pence)

 

2.78p

1.59p

 

 

              

              

 

Adjusted EPS has been calculated below based on the adjusted profit after tax, which removes one of items not considered to be part of underlying trading.

 

Adjusted basic Earnings Per Share

 

 

6 months ended

30 June 2020

 

6 months ended

30 June 2019

 

 

£000

£000

 

 

 

 

Adjusted profit after tax (note 6)

 

4,085

4,895

 

 

              

              

Weighted average number of shares in issue

 

96,782,296

87,867,713

 

 

              

              

Adjusted earnings per share (pence)

 

4.22p

5.57p

 

 

              

              

 

 

12.          Intangible assets and goodwill

 

 

Other Intangible Assets

 

 

Brand

Total other intangible assets

Development expenditure

 

£000

£000

£000

Cost

 

 

 

 

 

 

 

At 1 January 2019

19,770

-

115

897

1,012

2,790

23,572

Acquisitions

54,737

34

2,904

23,551

26,455

2,395

83,621

Additions

-

-

-

-

-

930

930

 

              

              

              

              

              

              

              

At 30 June 2019

74,507

34

3,019

24,448

27,467

6,115

108,123

Additions

-

-

-

-

-

1,424

1,424

Adjustments

1,669

-

36

-

36

(2,395)

(690)

 

              

              

              

              

              

              

              

At 31 December 2019

76,176

34

3,055

24,448

27,503

5,144

108,857

Additions

-

-

-

-

-

1,355

1,355

 

              

              

              

              

              

              

              

At 30 June 2020

76,176

34

3,055

24,448

27,503

6,499

110,212

 

              

              

              

              

              

              

              

Amortisation and impairment

 

 

 

 

 

 

 

At 1 January 2019

178

-

12

112

124

133

435

Charge in the period

-

4

60

490

550

490

1,044

 

              

              

              

              

              

              

              

At 30 June 2019

178

4

72

602

674

623

1,479

Charge in the period

-

10

181

848

1,029

129

1,168

 

              

              

              

              

              

              

              

At 31 December 2019

178

14

253

1,450

1,703

752

2,647

Charge in the period

-

4

153

841

994

519

1,517

 

              

              

              

              

              

              

              

At 30 June 2020

178

18

406

2,291

2,697

1,271

4,164

 

              

              

              

              

              

              

              

Net book value

 

 

 

 

 

 

 

At 30 June 2020

75,998

16

2,649

22,157

24,806

5,228

106,048

 

              

              

              

              

              

              

              

At 31 December 2019

75,998

20

2,802

22,998

25,800

4,392

106,210

 

              

              

              

              

              

              

              

At 30 June 2019

74,329

30

2,947

23,846

26,793

5,492

106,644

 

              

              

              

              

              

              

              

 

Intellectual property is a single asset covering the three elements of customer relationships, technology and data. Capitalised development expenditure relates to the development of the software platform in Zest Technologies Limited, and technologies in Defaqto.

 

 

13.          Property, plant & equipment

 

 

 

 

 

 

 

 

 

Lease Assets

 

Owned Assets

 

Property

Plant & Equipment

Total

 

Leasehold improvements

Office Equipment

Total

 

£000

£000

 

£000

£000

£000

Cost

 

 

 

 

 

 

 

At 1 January 2019

-

-

-

 

-

1,443

1,443

Recognition of right of use asset on initial application of IFRS 16

 

 

343

 

 

225

 

 

568

 

 

 

-

 

 

-

 

 

-

 

              

              

              

 

              

              

              

 

343

225

568

 

-

1,443

1,443

Additions

1,015

43

1,058

 

-

37

37

Acquisitions

11

195

206

 

-

213

213

 

              

              

              

 

              

              

              

At 30 June 2019

1,369

463

1,832

 

-

1,693

1,693

Additions

1,285

243

1,528

 

-

171

171

Disposals

-

-

-

 

-

(216)

(216)

 

              

              

              

 

              

              

              

At 31 December 2019

2,654

706

3,360

 

-

1,648

1,648

Additions

2,872

-

2,872

 

881

83

964

 

              

              

              

 

              

              

              

At 30 June 2020

5,526

706

6,232

 

881

1,731

2,612

 

              

              

              

 

              

              

              

Depreciation

 

 

 

 

 

 

 

At 1 January 2019

-

-

-

 

-

1,068

1,068

Charge in the period

195

126

321

 

-

133

133

 

              

              

              

 

              

              

              

At 30 June 2019

195

126

321

 

-

1,201

1,201

Charge in the period

212

174

386

 

-

153

153

Disposals

-

-

-

 

-

(160)

(160)

 

              

              

              

 

              

              

              

At 31 December 2019

407

300

707

 

-

1,194

1,194

Charge in the period

276

83

359

 

-

124

124

 

              

              

              

 

              

              

              

At 30 June 2020

683

383

1,066

 

-

1,318

1,318

 

              

              

              

 

              

              

              

Net book value

 

 

 

 

 

 

 

At 30 June 2020

4,843

323

5,166

 

881

413

1,294

 

              

              

              

 

              

              

              

At 31 December 2019

2,247

406

2,653

 

-

454

454

 

              

              

              

 

              

              

              

At 30 June 2019

1,174

337

1,511

 

-

492

492

 

              

              

              

 

              

              

              

 

 

Leasehold improvements relate to the new head office, which remained under construction at 30 June 2020.

 

 

14.          Borrowings

 

 

30 June 2020

30 June 2019 

 

£000

£000

Secured bank loan:

 

 

Current

-

-

Non-current

45,000

42,000

Less loan arrangement fees              

(305)

(385)

 

              

              

 

44,695

41,615

 

              

              

 

On 21 March 2019, the Group repaid the loan facility provided by Yorkshire Bank and drew down £45.0m from an RCF provided in two equal amounts of £22.5m from Yorkshire Bank and NatWest. The drawdown from Yorkshire Bank was net of the settlement of the previous funding. The RCF is a four-year facility, with the option of a one-year extension. The margin payable on the RCF is based on the net leverage of the Group with a range of 1.5% to 2.6% above LIBOR. In March 2020, the Group exercised the one-year extension for the facility.

 

On 21 March 2019, the Group repaid the acquired debt of Defaqto of £24,676,000 (including accrued interest).

 

On 21 June 2019, the Group repaid £3.0m of the RCF, and on 23 December 2019 repaid £4.0m.

 

On 23 March 2020, the Group drew down £7.0m of the RCF.

 

 

 

 

15.          Share Capital & Share Premium

 

Share capital        

 

 

Ordinary Shares

Number of fully paid shares (nominal value £0.01):

 

 

At 1 January 2019

 

76,470,588

Issue of share capital

 

20,311,708

 

 

              

At 30 June 2019 and 31 December 2019

 

96,782,296

Issue of share capital

 

-

 

 

              

At 30 June 2020

 

96,782,296

 

 

             

 

Share Premium   

 

 

£'000

At 1 January 2019

 

36,791

Issue of share capital

 

36,358

 

 

              

At 30 June 2019

 

73,149

 

 

              

Cost of share issue

 

(945)

Transfer to other reserves

 

(7,449)

 

 

              

At 31 December 2019

 

64,755

Issue of share capital

 

-

 

 

              

At 30 June 2020

 

64,755

 

 

             

 

 

On 21 March 2019, the Company issued 20,311,708 new £0.01 ordinary shares for £1.80 per share, as part of the funding for the acquisition of Defaqto. 4,160,600 of these shares were issued in part consideration for the acquisition of Defaqto.

 

 

 

 

 

 

 

 

16.          Other reserves

 

 

Merger Reserve

Capital redemption reserve

Share Option Reserve

Total Other Reserves

 

£'000

£'000

£'000

£'000

At 1 January 2019

(61,395)

8

320

(61,067)

Share option charge

-

-

307

307

 

              

              

              

              

At 30 June 2019

(61,395)

8

627

(60,760)

Share option charge

-

-

205

205

Deferred tax on share options exceeding profit and loss charge

-

-

1,113

1,113

Transfer from share premium

7,449

-

-

7,449

 

              

              

              

              

At 31 December 2019

(53,946)

8

1,945

(51,993)

Share option charge

-

-

390

390

Deferred tax on share options

-

-

(1,113)

(1,113)

 

              

              

              

              

At 30 June 2020

(53,946)

8

1,222

(52,716)

 

             

             

             

             

 

During 2019, the Company issued 4,160,600 new £0.01 ordinary shares at a value of £1.80 per share in part consideration for the acquisition of Defaqto, resulting in an increase in the merger reserve. The opening balance on the merger reserve arose during the introduction of a new ultimate parent company (The SimplyBiz Group plc) in 2015.

 

 

17.          Share-based payment arrangements

 

At 30 June 2020, the Group had the following share-based payment arrangements.

 

Issued in 2018

Company Share Option Plan ("CSOP")

On 4 April 2018, the Group established the Company Share Option Plan ("CSOP"), which granted share options to certain key management personnel. The CSOP consists of two parts, and all options are to be settled by physical delivery of shares. The terms and conditions of the share option schemes granted during the year ended 31 December 2019 are as follows:

 

 

Number

 

Contractual

Scheme

Grant date

of awards

Vesting conditions

life of options

Approved Scheme

4 April 2018

229,412

3 years' service from grant date

3 to 10 years

Unapproved Scheme

4 April 2018

250,000

3 years' service from grant date

3 to 10 years

 

During the period 11,765 awards (2019: 5,882) under the above plans have been forfeited as a result of bad leavers.

Management Incentive Plan ("MIP")

On 4 April 2018, the Group established the Management Incentive Plan ("MIP") which invited eligible employees to subscribe for A shares in the Company's subsidiary SimplyBiz Limited. Participants have a put option to sell the A shares to the Company in exchange for Ordinary Shares of the Company at any point between three years and ten years after the date of grant, provided that they are still employed and an equity hurdle is met. The terms and conditions of the MIP are as follows:

 

Number

 

Contractual

Grant date

of awards

Vesting conditions

life of options

4 April 2018

2,250

3 years' service from grant date, subject to an equity hurdle of 40% above the IPO market capitalisation

3 to 10 years

 

If the equity hurdle is achieved, the A Shares are convertible into shares of the Company, based on 15% of the value created above 105% of the market capitalisation at IPO, subject to a 7.35% dilution cap on the issued share capital at the point of vesting.

As at 30 June 2020, the MIP was below the required equity hurdle.

The fair value of services received in return for share options granted is based on the fair value of the share options granted. The fair value has been measured using the Black Scholes model for the unapproved CSOP scheme, and the Monte Carlo model for the MIP and approved CSOP scheme.

The following inputs were used in the measurement of the fair values at grant date of the share-based payment plans:  

 

Approved

Unapproved

Management

 

CSOP

CSOP

Incentive Plan

Fair value at grant date

£0.64

£1.59

£290.22

Share price at grant date

£1.70

£1.70

£1.70

Exercise price

£1.70

£0.01

£1.785

Expected volatility

40%

40%

40%

Option life (expected weighted average life)

3

3

3

Expected dividends

2%

2%

2%

Risk-free interest rate (based on government bonds)

1.2%

1.2%

1.2%

 

Save As You Earn ("SAYE") scheme

On 24 September 2018, the Group established the Save As You Earn ("SAYE") scheme and invited all Group employees to enter into a three-year savings contract linked to an option which entitles them to acquire Ordinary Shares in the Company.

537,618 options were issued under the scheme, with an exercise price of £1.70. The fair value of the shares at date of grant (1 December 2018) was £0.70, and the share options are due to vest in three years. Expected volatility, dividends and the risk-free interest rate have been assumed to be consistent with the approved CSOP scheme noted above.

During the period, 45,098 awards (2019: 119,631) under the above plans have been forfeited as a result of bad leavers. Assumed retention on the remaining options at 30 June 2020 is 90%.

Issued in 2019

Company Share Option Plan ("CSOP")

In September 2019, the Group established an additional Company Share Option Plan ("CSOP"), which granted share options to certain key management personnel. The CSOP consists of two parts, and all options are to be settled by physical delivery of shares. The terms and conditions of the share option schemes granted during the year ended 31 December 2019 are as follows:

 

 

Number

 

Contractual

Scheme

Grant date

of awards

Vesting conditions

life of options

Approved Scheme

26 September 2019

15,564

3 years' service from grant date

3 to 10 years

Unapproved Scheme

26 September 2019

61,302

2 years' service from grant date

3 to 10 years

Unapproved Scheme

26 September 2019

90,791

1.52 years' service from grant date

3 to 10 years

 

The fair value of services received in return for share options granted is based on the fair value of the share options granted. The fair value has been measured using the Black Scholes model.

The following inputs were used in the measurement of the fair values at grant date of the share-based payment plans:

 

Approved

Unapproved

Unapproved

 

CSOP

CSOP

CSOP

Fair value at grant date

£0.54

£1.84

£1.86

Share price at grant date

£1.93

£1.93

£1.93

Exercise price

£1.93

£0.01

£0.01

Expected volatility

45%

45%

45%

Option life (expected weighted average life)

3

2

1.52

Expected dividends

2%

2%

2%

Risk-free interest rate (based on government bonds)

1.3%

1.3%

1.3%

 

Save As You Earn ("SAYE") scheme

On 26 September 2019, the Group established the 2019 Save As You Earn ("SAYE") scheme and invited all Group employees to enter into a three-year savings contract linked to an option which entitles them to acquire Ordinary Shares in the Company.

375,145 options were issued under the scheme, with an exercise price of £1.58. The fair value of the shares at date of grant (1 December 2019) was £0.70, and the share options are due to vest in three years. Expected volatility, dividends and the risk-free interest rate have been assumed to be consistent with the approved CSOP scheme noted above.

During the period 21,870 awards (2019: 3,417) have been forfeited as a result of bad leavers. An assumed retention rate of 85% has been applied at 31 December 2019 on the outstanding shares.

 

 

Issued in 2020

Company Share Option Plan ("CSOP")

In March 2020, the Group established an additional Company Share Option Plan ("CSOP"), which granted share options to certain key management personnel. All options are to be settled by physical delivery of shares. The terms and conditions of the share option scheme granted during the period ended 30 June 2020 are as follows:

 

 

Number

 

Contractual

Scheme

Grant date

of awards

Vesting conditions

life of options

Unapproved Scheme

11 March 2020

85,106

1 years' service from grant date

3 to 10 years

 

The fair value of services received in return for share options granted is based on the fair value of the share options granted. The fair value has been measured using the Black Scholes model.

The following inputs were used in the measurement of the fair values at grant date of the share-based payment plans:

 

 

 

Unapproved

 

 

 

CSOP

Fair value at grant date

 

 

£1.77

Share price at grant date

 

 

£1.82

Exercise price

 

 

£0.01

Expected volatility

 

 

45%

Option life (expected weighted average life)

 

 

1.52

Expected dividends

 

 

2%

Risk-free interest rate (based on government bonds)

 

 

1%

  

 

18.          Notes to the cash flow statement

 

 

6 months ended 30 June 2020

 

6 months ended

30 June 2019

 

£000

£000

Cash flow from operating activities

 

 

Profit after taxation

2,762

1,427

Add back / (deduct):

 

 

Finance income

(47)

(41)

Finance cost

666

562

Taxation

1,583

1,234

 

              

              

 

4,964

3,182

 

              

              

Adjustments for:

 

 

Amortisation of development expenditure and software

523

494

Depreciation of property, plant and equipment

124

133

Depreciation of lease asset

359

321

Amortisation of other intangible assets

994

550

Share option charge

390

307

 

              

              

Operating cash flow before movements in working capital

7,354

4,987

 

              

              

Decrease in trade and other receivables

2,518

491

Decrease in trade and other payables

(717)

(2,906)

 

              

              

Cash generated from operations

9,155

2,572

Income taxes paid

(1,371)

(358)

 

              

              

Net cash generated from operating activities

7,784

2,214

 

              

              

 

19.          Subsequent Events

 

No material subsequent events have arisen since the balance sheet date.

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