Results For Year Ended 31 March 2018

TAVISTOCK INVESTMENTS PLC RESULTS FOR THE YEAR ENDED 31 MARCH 2018

27 JUNE 2018

 

Tavistock Investments Plc ("Tavistock" or "Company") announces its financial results for the year ended 31 March 2018.

 

Financial highlights:

●     47% increase in total revenues to £28.8 million (2017: £19.5 million)

●     132% increase in underlying EBITDA to £894,000 (2017: £384,000)

●     Maiden pre-tax profit of £221,000

 

Operational highlights:

●     Continued growth in funds under management, for the 14th consecutive quarter

○     44% increase in discretionary FUM to £866 million (2017: £603 million)

○     Tavistock Wealth achieved revenue of £3.6 million (2017: £1.6m million)

 

●     Continued improvement of the profile and performance of the advisory business

○    41% increase in revenues generated by ongoing advisory business to £25.2 million (2017: £17.9 million)

○    23 firms outside of the Group's ownership have now signed up to use Tavistock Wealth's investment services       

 

●     Product range enhancement

○     The Company widened its product range through the launch of three new ACUMEN funds

○     The Company introduced US Dollar and Euro denominated share classes to facilitate the introduction of funds from overseas investors

 

●     Disposal of network subsidiary Tavistock Financial Limited ("TFL")

○     Significantly reduced the Group's regulatory capital obligation and added £1 million of cash

○     The Company retained 58 advisers, transferred into The Tavistock Partnership prior to disposal

 

●     Revenue reserve account

○     The Company utilised £23 million of its share premium account to expunge the negative balance

○     The Company created distributable reserves, a prerequisite for the future payment of dividends

 

Post-period highlights:

●     Funds launch

○    In May 2018, the company launched two new protected funds with capital guarantees provided to investors by Morgan Stanley & Co, one of the world's largest investment companies. 

 

Brian Raven, Group Chief Executive, said: "We are continuing to deliver increases in funds under management and to develop our advisory business. The strong organic growth we have seen this year is recognition of the trust our clients, advisers and strategic partners are placing in our business. Our commitment to develop new products and services that respond to evolving investors' needs, such as greater capital protection, will continue to be a key driver for the Group. I am very proud of what the team has achieved this year and confident in our future growth prospects."

 

 

For further information:

Tavistock Investments plc Tel: 01753 867000

Oliver Cooke, Chairman

Brian Raven, Group Chief Executive

 

Arden Partners Plc Tel: 020 7614 5900

Paul Shackleton

 

Allenby Capital Limited Tel: 020 3328 5656

Nick Naylor

Nick Athanas

 

Vested EMEA Tel: 020 3890 8120

Elspeth Rothwell

Paul Andrieu

 

 

CHAIRMAN'S STATEMENT

 

FOR THE YEAR ENDED 31 MARCH 2018

 

The Group has made significant progress during the year in both its investment management and advisory businesses.

Investment Management

The provision of discretionary investment management services lies at the heart of the Group's commercial activities. Funds under management (FUM) continued to grow rapidly and I am pleased to report an increase of £263 million (44%), from £603 million at the start of the financial year to £866 million at 31 March 2018. Indeed, FUM have now increased in each of the 14 consecutive quarters, since the Tavistock Wealth service was launched.

http://www.rns-pdf.londonstockexchange.com/rns/6736S_1-2018-6-26.pdf

  

Tavistock Wealth achieved revenue of £3.6 million (prior year £1.6 million) and improved the average gross revenue generated on FUM by 14%, from 0.44% to 0.5% of FUM.

 

In June 2017, Tavistock Wealth launched three new ACUMEN funds; the ACUMEN Bond Portfolio, the ACUMEN Equity Portfolio and the ACUMEN Strategic Portfolio. Later in the year, it launched a range of US Dollar denominated and Euro denominated share classes to facilitate the introduction of funds from overseas investors.

 

The Group's investment approach of managing globally diversified, multi-asset portfolios, with currency hedging protecting nvestors against excessive risk and unexpected adverse performance, has continued to work well. I am also delighted to advise that Tavistock Wealth was a finalist in the 'Best Investment Fund Group' category at the Money Market Awards 2018.

 

The Group continues to make significant investment in initiatives to increase the level of FUM as this is the key driver of its profitability. This may have an impact on its reported performance in the short-term.  Twenty three firms outside of the Group's ownership have now signed up to use Tavistock Wealth's services and several affinity (joint marketing) relationships are being developed.

 

In May 2018, after the year end date, the Company launched two new funds; the ACUMEN Capital Protection Portfolio ("ACPP") and the ACUMEN Income-Protection Portfolio ("AIPP"). These funds provide capital guarantees to investors, ensuring that the value of the ACPP can never fall below 90% of its highest ever price, and the AIPP (which takes slightly more risk) below 85%. The guarantees are provided by Morgan Stanley & Co, one of the world's largest investment companies.

 

The willingness of world scale institutions, such as BlackRock and Morgan Stanley, to partner with the Group's investment business is a significant endorsement of the skill and expertise within Tavistock Wealth.

 

Advisory

 

Gross revenues generated by the ongoing advisory business rose by 41% from £17.9 million to £25.2 million.

 

No further acquisitions have been made in the year and in August, the Company announced the disposal of a network subsidiary, Tavistock Financial Limited ("TFL"), to Sanlam UK for a cash consideration of £1 million. This transaction had the additional benefit of reducing the Group's regulatory capital obligation, as on a stand-alone basis this business' requirement would have been in excess of £500,000. During the period, this now discontinued operation had gross revenues of £7.7 million and a loss of £25,000.

 

TFL resulted from the acquisition of Standard Financial Group ("SFG") in February 2015. Acquiring this business was a relatively inexpensive means of the Group attaining critical mass and establishing itself as a national operator, at an early stage in its development.

 

The Company invested a little under £1.2 million in acquiring and restructuring SFG, establishing TFL, transferring all staff and advisers to it and liquidating SFG. The Company subsequently recovered some £1.6 million from the TFL business.

 

In addition, prior to announcement of the disposal, 58 advisers had transferred out of TFL into another Group network, The Tavistock Partnership. These advisers are keen to develop a closer commercial relationship with the Company, including recommending the use of its centralised investment proposition to their clients when appropriate to do so.

 

Financial Performance

 

During the year, the Group's ongoing businesses generated EBITDA of £894,000, before one-off re-organisation costs of £160,000, and it is reporting a maiden pre-tax profit of £221,000, on gross revenue of £28.8 million (year to 31 March 2017, EBITDA £384,000, pre-tax loss of £1.2 million, gross revenue £19.5 million). At the year end, the Group had net assets of £18.7 million (31 March 2017: £18.1 million) and having disposed of TFL for £1 million, settled over £2 million of deferred consideration obligations and repaid a £250,000 loan facility, it had cash resources of £3.1 million (31 March 2017: £4.5 million).

 

EBITDA is highlighted in the table below. This is considered to be the most appropriate measure of the Group's performance as it removes the distorting effect of one-off gains and losses that arise on acquisitions, and the impact of non-cash items.

 

The financial performance of the Group's ongoing business during the year can be summarised as follows:

 

	6months ended 30 Sept 2017 H1 £'000	6 months ended 31 Mar 2018 H2 £'000	Year ended 31 Mar 2018   Full Year £'000
Gross Revenues	12,361	16,451	28,812
Underlying EBITDA	297	597	894
Reorganisation costs	160	-	160
Reported EBITDA	137	597	734
Depreciation & amortisation	(484)	(487)	(971)
Share based payments	(134)	(1)	(135)
Gain on disposals and exceptional costs	471	390	861
Profit from Operations	(10)	499	489

 

 

 

 The financial performance of the Group's ongoing business during the past two years can be summarised as follows:

 

	Year ended 31 Mar 2017 £'000	Year ended 31 Mar 2018 £'000	Movement
Gross Revenues	19,539	28,812	47% increase
Underlying EBITDA	384	894	132% increase
Reorganisation costs	-	160
Reported EBITDA	384	734	91% increase
Depreciation & amortisation	(774)	( 971)	25% increase
Share based payments	(306)	(135)	56%  decrease
Exceptional (costs)/ income	(308)	861
Profit / (Loss) from Operations	(1,004)	489
Earnings / (Loss) per share	(0.13)p	0.05p
Net assets at year end	18,181	18,690	3% increase
Cash Resources at year end	4,558	3,111	32% decrease

 

Group Matters

 

In February 2018, with the approval of shareholders and the consent of the Courts, the Company utilised £23 million of its share premium account to expunge the negative balance on its revenue reserve account. This created distributable reserves which are a prerequisite for the future payment of dividends, as and when Directors consider it prudent to do so.

 

Future Prospects

 

The Group has now made the breakthrough of reporting a pre-tax profit and its future prospects are excellent.

 

The table above and the two graphs below illustrate the considerable strides that the Company has made over the past few years.

 

http://www.rns-pdf.londonstockexchange.com/rns/6736S_2-2018-6-26.pdf

 

http://www.rns-pdf.londonstockexchange.com/rns/6736S_3-2018-6-26.pdf

 

 

The Group benefits from a high degree of earnings visibility and based upon the anticipated revenue to be generated on existing FUM from the start of the current year, and upon the Group's current cost base, it would be reasonable to anticipate that the Company will report significantly improved performance for the current financial year.

 

Whilst there can be no certainty as to the level, or timing, of future fund inflows, any continued growth in the level of FUM will further enhance those results.

 

Initial reaction to the newly introduced capital protection products has been positive and once these funds are available to investors on more platforms, we expect demand to grow rapidly.

 

The payment of an initial dividend and the subsequent management of a dividend stream for the benefit of shareholders remains one of the Board's prime objectives. It is currently anticipated that the first opportunity for the payment of a dividend will be in the second half of the current financial year.

 

I would like to take the opportunity to acknowledge the significant contribution made by our excellent staff and to thank them, and in particular the management team, for their hard work and dedication over the past year.

 

I look forward to updating you further.

 

 

  

Oliver Cooke

Chairman

26 June 2018

 

  

TAVISTOCK INVESTMENTS PLC

 

STRATEGIC REPORT

 

FOR THE YEAR ENDED 31 MARCH 2018

 

BUSINESS REVIEW

As has been stated in the Chairman's Statement, the provision of investment management services on a discretionary basis lies at the heart of the Group's commercial activities and the Company's prime objective is to continue to grow the level of funds under management. Another important strategic objective is the continued improvement of the profile and the performance of the Group's advisory business, ensuring that regulatory risk is minimised as far as possible and that it is appropriately matched to potential commercial reward.

 

The performance of the investment management business was enhanced through the achievement of strong organic growth in the level of FUM. The business also widened its product range through the launch of three new ACUMEN funds and the introduction of new US Dollar and Euro denominated share classes. After the year end date, the Company launched a new range of capital protected products with daily liquidity, and with capital guarantees being provided by one of the World's largest investment companies, Morgan Stanley. It also continued to encourage advisory firms outside of the ownership of the Group to make use of the Group's investment management services.

 

The profile of the Group's advisory business was improved by disposing of a traditional network operation that no longer fitted with the Group's strategy, Tavistock Financial Limited, to Sanlam UK Limited for £1,000,000. Ahead of the disposal, 58 members who are keen to develop a closer working relationship with the Group had transferred into another network business, The Tavistock Partnership Limited. The transaction strengthened the Group's cash resources and simultaneously reduced its regulatory capital obligations.

 

The performance of the Group's ongoing advisory business improved significantly during the year with gross revenues rising by 41%, from £17.9 million in the previous year, to £25.2 million.

 

In addition, the Board continued to take steps to invest in future growth. The Chairman's Statement contains further details on the progress and performance of the Group.

 

 In the current financial year, the Board's focus will be on the following areas:

 

·      continuing the growth in FUM,

·      launching new funds where appropriate to meet perceived market needs

·      improving access to the Group's products and services

·      the development of affinity relationships with strategic partners 

·      encouraging the use of the Group's investment management services by advice firms outside of the Group's ownership,

·      developing an overseas operation,

·      refining the profile of the advisory business

·      continuing organic growth through the recruitment of additional advisers, and

·      potentially, through further selective acquisitions.

Risks and Uncertainties:

The principal commercial risks facing the business relate to the continued growth in the level of FUM and continued recruitment of advisors.

 

There can be no certainty that the rapid pace at which FUM have grown historically will continue into the future or that the business will continue to attract new advisers at the same pace. However, the newly introduced capital protected products have been well received thus far and a number of other initiatives targeting the introduction of additional funds are being pursued.  The Board remains confident that good progress will continue.

 

The nature of the final BREXIT arrangements and the consequential economic impact remain unknown and the gradual decline in the level of quantitative easing in international financial markets is causing interest rates to begin a gradual rise. During this period of transition, the Group's investment approach, of hedging against currency exposures and targeting globally diversified multi-asset portfolios, should continue to serve the investor well.

 

The Group continues to face the usual risks of operating within a regulated environment, but to mitigate these risks the Board actively promotes an ethos of acting at all times with honour, dependability and vigilance, and a culture in which the client is placed at the centre of everything that the Company does.

 

The Board considers that the Group has sufficient working capital for its current needs.

 

Future Prospects:

 

The Group has reported a profit at the pre-tax level for the first time and its future prospects are considered to be excellent.

 

The Group benefits from a high degree of earnings visibility and the level of funds under management at the start of the current fiscal year and the management team's track record for attracting additional funds, leads the Board to anticipate the reporting of improved performance over the coming year.

 

I look forward to updating you on our progress.

 

Approved by the Board of Directors and signed on its behalf by

 

Oliver Cooke

Chairman

26 June 2018

 

 

TAVISTOCK INVESTMENTS PLC

 

DIRECTORS' REPORT

 

FOR THE YEAR ENDED 31 MARCH 2018

 

The Directors are pleased to present their report on the audited financial statements of the Group for the year ended 31 March 2018.

 

Principal Activities, Review of the Business and Future Developments

 

The principal activities of the Group during the period were the provision of investment management services and the provision of support services to a network of financial advisers. The key performance indicators recognised by management are operating profit, as represented by underlying EBITDA, and the level of funds under management by the Group.

 

An overall review of the Group's trading performance and future prospects is given in the Chairman's Statement and the Strategic Report. The Group is not materially impacted by environmental matters and as a consequence does not offer comment on them.

 

Substantial shareholdings

 

The Company has been advised of the following interests in more than 3% of its ordinary share capital as at 26 June 2018:

 

Name	Number of shares	% of Ordinary shares
Brian Raven	63,855,712	11.89%
Andrew Staley	52,294,667	9.73%
City Financial  Christopher Peel	48,333,333 29,618,627	9.00% 5.51%
Kevin Mee	27,066,666	5.04%
Paul Millott	27,000,000	5.03%
Malcolm Harper  Oliver Cooke	26,400,000 26,188,556	4.91% 4.88%

Directors

The Directors of the Company during the period were:

 

Executives:

Oliver Cooke

Brian Raven

 

Non - Executives:

Roderic Rennison

Philip Young (resigned 31 July 2017)

Peter Dornan (appointed 22 August 2017)

 

Oliver Cooke

Chairman, aged 63

 

Oliver has over 35 years of financial and business development experience gained in a range of quoted and private companies including over fifteen years' experience as a public company director. He has considerable experience in the fields of strategic transformation, acquisitions, disposals and fundraisings. Oliver is a Chartered Accountant and a Fellow of the Chartered Association of Certified Accountants.

 

Brian Raven

Group Chief Executive, aged 62

 

Brian has been involved in the financial services sector since 2010. He has a wide range of business experience, having held many sales and general management posts at senior management and board level, including running public companies on both AIM and the Official List. Most notably, in 1991 Brian founded Card Clear Plc, subsequently renamed Retail Decisions plc, a business engaged in combating the fraudulent use of plastic payment cards. He led the company until 1998 by which time it was an international group, listed on AIM, with a market capitalisation of some £100 million. As a principal, Brian has been responsible for identifying, negotiating and integrating numerous acquisitions, as well as for delivering organic growth.

 

Roderic Rennison

Non-Executive Director, Chairman of Remuneration Committee, aged 63

 

Roderic has more than 40 years of experience in financial services encompassing a variety of roles including sales, strategy, product development, proposition, operations and latterly acquisitions, mergers, and integrations together with corporate affairs, risk and regulatory matters. He provides consultancy services in the sector to a range of providers, fund managers and intermediaries and particularly specialises on RDR, for which he chaired the professionalism and reputation work stream.

 

Peter Dornan

Non-Executive Director, Chairman of Audit Committee, aged 62

 

Peter has spent more than 40 years in the financial services industry. Having joined AEGON in 1981 as a sales consultant he progressed through a series of sales and general management positions to being appointed to the executive management board in 1999. He had executive responsibility for post-acquisition integration of a number of businesses including Guardian Assurance, Positive Solutions and Origen. Peter was also responsible for Scottish Equitable International in Luxembourg from 1996 until 2002 and was appointed chairman of AEGON Ireland when it was launched in 2002. Since 2012, Peter has acted as a consultant to a number of businesses within the financial services sector with a particular emphasis on governance, risk management and financial controls.

 

Corporate Governance

 

The Board confirms that the Group has had regard, throughout the accounting period, to the provisions set out in the UK Corporate Governance Code which was issued by the Financial Reporting Council in April 2016. Whilst not required to do so the Directors, as a matter of best practice, have voluntarily endeavoured to comply with those of the provisions which they consider to be relevant to a company of this size.

 

The Board does not consider the Group to be sufficiently large to warrant the establishment of a dedicated internal audit function.

 

Diversity

 

Tavistock is an equal opportunities employer and does not discriminate against staff on the basis of disability, gender, ethnicity or sexual orientation.

 

The Board of Directors

 

The Board currently comprises two executive Directors and two non-executive Directors.

 

The non-executive Directors have a strong compliance background and are considered to be independent. All Directors are required to stand for re-election at least once in every three years.

 

All members of the Board are equally responsible for the management and proper stewardship of the Group. The non-executive Directors are independent of management and free from any business or other relationship with the Company or Group and are thus able to bring independent judgment to issues brought before the Board.

 

The Board meets at least ten times per year and more frequently where necessary to approve specific decisions. Directors may take independent professional advice at the Company's expense.

 

The Audit Committee

 

The Audit Committee is comprised of the Chairman, who is a Chartered Accountant and has been a partner in a public practice, and the independent non-executive Directors. It determines the terms of engagement of the Company's auditors and, in consultation with the auditors, the scope of the audit. The Audit Committee receives and reviews reports from management and the Company's auditors relating to the interim and annual accounts and the accounting and internal control systems in use throughout the Company. The Audit Committee has unrestricted access to the Company's auditors.

 

During the year under review the Audit Committee met twice.

 

The Nomination Committee

 

The Directors do not consider it necessary for a company of this size to have a separate Nomination Committee.

 

Communication with shareholders

 

The Chairman and the Chief Executive are available to meet with institutional shareholders and to answer questions from private shareholders. The Board is open to receiving constructive input from shareholders. Each shareholder receives the annual report, which contains the Chairman's Statement. The annual and interim reports, together with other corporate press releases are made available on the Company's website www.tavistockinvestments.com. The Annual General Meeting provides a forum for shareholders to raise issues with the Directors. The Notice convening the meeting is issued with 21 clear days' notice. Separate resolutions are proposed on each substantially separate issue.

 

Going concern

 

The Directors confirm that they are satisfied the Group has adequate resources to continue its business for the foreseeable future and on this basis, they continue to adopt the going concern basis in preparing the accounts.

 

Financial instruments

 

Details of the use of financial instruments by the Group are contained in Note 14 of the financial statements.

 

Share capital

 

Changes to share capital during the period are given in Note 15 to the accounts.

 

Charitable and Political Donations

 

The Group did not make any political donations in the period but made charitable donations totalling £9,975 (2017: £13,843).

 

Dividends

 

The Directors do not propose a final dividend (2017: £Nil)

 

Auditors

 

A resolution reappointing haysmacintyre will be proposed at the Annual General Meeting in accordance with S489 of the Companies Act 2006.

 

Supplier payment policy

 

The Group's policy is to agree terms of payment with suppliers when entering into a transaction, ensure that those suppliers are aware of the terms of payment by including them in the terms and condition of the contract and pay in accordance with contractual obligations. Trade creditors at 31 March 2018 represented 27 days' purchases (2017: 14 days).

 

Internal control

 

The Directors are aware of the UK Corporate Governance Code which was issued by the Financial Reporting Council in April 2016. The key elements of the systems, which have regard to the size of the Group, are that the Board meets regularly and takes the decisions on all material matters, the organisational structure ensures that responsibilities are defined and authority only delegated where appropriate, and that regular management accounts are presented to the Board to enable the financial performance of the Group to be analysed.

 

The Directors acknowledge that they are responsible for the system of internal control which is established in order to safeguard the assets, maintain proper accounting records and ensure that financial information used within the business or published is reliable. Any such system of control can, however, only provide reasonable, not absolute, assurance against material misstatement or loss.

 

In preparing the financial statements, the Directors are required to:

 

·     select suitable accounting policies in accordance with IAS 8 Accounting Policies, changes in Accounting Estimates and Errors and then apply them consistently;

·     present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information; provide additional disclosures when compliance with the specific requirements in IFRSs is insufficient to enable users to understand the impact of particular transactions, other events and conditions on the entity's financial position and financial performance; and

·     state that the Group has complied with IFRSs, subject to any material departures disclosed and explained in the financial statements, and make judgments and estimates that are reasonable and prudent.

 

Directors' responsibilities

 

The Directors are responsible for preparing the annual report and financial statements in accordance with applicable law and regulations.

 

Company law requires the Directors to prepare financial statements for each financial period.  Under that law the Directors have elected to prepare the Group financial statements in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union and the Company financial statements in accordance with United Kingdom Generally Accepted Accounting Practice United Kingdom Accounting Standards and applicable law.  Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and Company and of the profit or loss of the Group for that period. 

 

The Directors are also required to prepare financial statements in accordance with the rules of the London Stock Exchange for companies trading securities on the Alternative Investment Market. 

 

In preparing these financial statements, the Directors are required to:

 

·     select suitable accounting policies and then apply them consistently;

·     make judgments and estimates that are reasonable and prudent;

·     for the Group financial statements, state whether they have been prepared in accordance with IFRSs as adopted by the European Union;

·     for the parent company financial statements, state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

·     prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and the parent company will continue in business.

 

Directors' responsibilities (continued)

 

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group's transactions and disclose with reasonable accuracy at any time the financial position of the Group and enable them to ensure that the financial statements comply with the requirements of the Companies Act 2006.  They are also responsible for safeguarding the assets of the Group and for taking reasonable steps for the prevention and detection of fraud and other irregularities.

 

Website publication

 

The Directors are responsible for ensuring the annual report and the financial statements are made available on a website.  Financial statements are published on the Company's website in accordance with legislation in the United Kingdom governing the preparation and dissemination of financial statements, which may vary from legislation in other jurisdictions.  The maintenance and integrity of the Company's website is the responsibility of the Directors.  The Directors' responsibility also extends to the ongoing integrity of the financial statements contained therein.

 

Directors' interests

 

The Directors beneficial interests in the Ordinary Share Capital and options to purchase such shares were as follows:

 

	Ordinary shares of 1p each
	31 March 2018		31 March 2017
	Share options	Shares	Share options	Shares
Executive Directors:
Oliver Cooke	11,600,000	26,188,556	1,600,000	25,388,556
Brian Raven	11,600,000	63,855,712	1,600,000	62,319,379
Non-executives Directors:
Roderic Rennison Peter Dornan	- -	250,000 -	- -	250,000 -
Phillip Young	-	-	-	500,000

 

Research and Development

 

The Group is continuing to develop a software system for use by its advisers but has not undertaken any other any research and development activities

 

Directors' statement as to disclosure of information to auditors

 

The Directors have taken all of the steps required to make themselves aware of any information needed by the Group's auditors for the purposes of their audit and to establish that the auditors are aware of that information.

 

The Directors are not aware of any audit information of which the auditors are unaware.

 

Approved by the Board of Directors and signed on its behalf by

 

 

 

Oliver Cooke

Chairman

 

26 June 2018

 

 

 

TAVISTOCK INVESTMENTS PLC

 

REMUNERATION REPORT

 

FOR THE YEAR ENDED 31 MARCH 2018

 

Compliance

 

Described below are the principles that the Group has applied in relation to Directors' remuneration.

 

The Remuneration Committee

 

The Remuneration Committee comprises the non-executive Directors.  Mindful of the need to attract, retain and reward key staff, the Committee reviews the scale and structure of the executive Directors' and senior employees' remuneration and the terms of their service or employment contracts, including share option schemes and other bonus arrangements.

 

The remuneration of, and the terms and conditions applying to, the non-executive Directors are determined by the entire Board.

 

During the year under review, the Remuneration Committee met twice, and all members attended.

 

Share options

 

The share options granted to the Directors under the Company's EMI (Enterprise Management Incentive) Share Option Scheme or as unapproved options can be summarised as follows.

 

	Number at start of period	Issued in the period	EMI / Unapproved	Exercise price (pence)	Number at end of period	Vesting Condition	Date from which exercisable	Expiry date
Executive Directors
Oliver Cooke	800,000	-	EMI	5.25	800,000		Oct 2017	Oct 2024
Oliver Cooke	800,000	-	EMI	5.25	800,000		Oct 2019	Oct 2024
Oliver Cooke		5,000,000	EMI	5.25	5,000,000	£5 mill pre-tax	Apr 2017	Apr 2027
Oliver Cooke		5,000,000	Unapproved	5.25	5,000,000	£1.5Bn FUM	Apr 2017	Apr 2027
Brian Raven	800,000	-	EMI	5.25	800,000		Oct 2017	Oct 2024
Brian Raven	800,000	-	EMI	5.25	800,000		Oct 2019	Oct 2024
Brian Raven		5,000,000	EMI	5.25	5,000,000	£5 mill pre-tax	Apr 2017	Apr 2027
Brian Raven		5,000,000	Unapproved	5.25	5,000,000	£1.5Bn FUM	Apr 2017	Apr 2027

 

The market price of the shares at 31 March 2018 was 3.06 pence (2017: 2.625 pence) and the range during the financial period was 2.625 pence to 4.00 pence.

 

After the balance sheet date, on 1 April 2018, the Company announced that it had inter alia, granted unapproved options over an additional two tranches of 7,500,000 shares each, total 15,000,000 shares, to Oliver Cooke and over an additional two tranches of 10,000,000 shares each, total 20,000,000 shares, to Brian Raven. In each case, the exercise price of the first tranche was 6p per share, representing a premium of 97% over the then market price with vesting being conditional upon the Company's achievement of £1.8 billion of FUM. The exercise price of the second tranche was 6.5p per share, representing a premium of 113% over the then market price with vesting being conditional upon the Company's achievement of £7 million of pre-tax profit in a single financial year.

 

 

Service contracts

 

The term of the Directors' service contracts can be summarised as follows:

 

Executive Directors	Commencement date		Term
Oliver Cooke	3 May 2013		Fixed to 31 March 2020, terminable thereafter on twelve months' notice
Brian Raven	12 May 2014		Fixed to 31 March 2020, terminable thereafter on twelve months' notice
Non-executive Directors
Roderic Rennison	12 May 2014		Initial term 2 years, terminable at any time on three months' notice
Peter Dornan		22 August 2017	Initial term 2 years, terminable at any time on three months' notice

 

Directors' remuneration

 

Details of each Director's remuneration are provided in Note 5 to the financial statements entitled Staff Costs.

 

On behalf of the Board

 

 

 

Oliver Cooke

Chairman

 

26 June 2018

 

 

TAVISTOCK INVESTMENTS PLC

 

INDEPENDENT AUDITOR'S REPORT TO THE SHAREHOLDERS OF TAVISTOCK INVESTMENTS PLC

 

FOR THE YEAR ENDED 31 MARCH 2018

 

Opinion

We have audited the financial statements of Tavistock Investments Plc (the 'parent company') and its subsidiaries (together the 'Group') for the year ended 31 March 2018 which comprise Consolidated Statement of Comprehensive Income, Consolidated and Company Statements of Financial Position, Consolidated Statement of Cash Flows, Company and Consolidated Statements of Changes in Equity and notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in the preparation of the Group financial statements is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union and, as regards the parent company financial statements, UK Generally Accepted Accounting Principles ("UK GAAP") including Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and Republic of Ireland and the provisions of the Companies Act 2006.

 

In our opinion, the financial statements:

 

• give a true and fair view of the state of the Group's and of the parent company's affairs as at 31 March 2018 and of the group's profit for the year then ended;

• have been properly prepared in accordance with IFRSs as adopted by the European Union in the case of the Group financial statements and UK GAAP including Financial Reporting Standard 102 in the case of the Company financial statements; and

• have been prepared in accordance with the requirements of the Companies Act 2006.

 

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard as applied to listed entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

 

Conclusions relating to going concern

We have nothing to report in respect of the following matters in relation to which the ISAs (UK) require us to report to you where:

 

• the directors' use of the going concern basis of accounting in the preparation of the financial statements is not appropriate; or

• the directors have not disclosed in the financial statements any identified material uncertainties that may cast significant doubt about the group's or the parent company's ability to continue to adopt the going concern basis of accounting for a period of at least twelve months from the date when the financial statements are authorised for issue.

 

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) we identified, including those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

 

Valuation of deferred consideration

The Group has significant deferred consideration liabilities recognised in its Statement of Financial Position arising from acquisitions of subsidiary entities in prior financial periods. There is a risk that variations to arrangements or performance may result in the liabilities being materially misstated.

 

Our audit work included but was not restricted to a review of payments made during the year, together with a review of management's assessment of amounts payable as at 31 March 2018 in conjunction with supporting audit evidence.

 

Valuation of intangible assets

The Group has significant intangible assets that have arisen as a result of the acquisition of subsidiary entities in prior financial periods. These assets include goodwill arising on consolidation and intangible assets recognised at fair value on acquisition. There is a risk that on consolidation, the valuation of intangible assets including goodwill are overstated.

 

Our audit work included but was not restricted to a consideration of impairment reviews prepared by management and scrutiny of associated calculations and forecasts used in determining expected future results. Our review was performed using recent financial performance and our understanding of the Group's business model.

 

FCA regulations

A number of the Group's subsidiaries are regulated by the Financial Conduct Authority ("the FCA") and there is a risk that instances of non-compliance may result in the Group's inability to continue as a going concern.

 

Our audit work included but was not restricted to a review of correspondence and regulatory filings with the FCA to consider whether any indications of non-compliance or disciplinary action existed.

 

Our application of materiality

The scope and focus of our audit was influenced by our assessment and application of materiality. We define materiality as the magnitude of misstatement that could reasonably be expected to influence the readers and the economic decisions of the users of the financial statements. We use materiality to determine the scope of our audit and the nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, both individually and on the financial statements as a whole.

 

Materiality for the Group Financial Statements as a whole was set at £300,000, determined with reference to the turnover of the Group on a consolidated basis. We report to the Audit Committee any corrected or uncorrected misstatements arising exceeding £15,000.

 

Performance materiality was set at £225,000, being 75% of materiality.

 

An overview of the scope of our audit

Our audit scope included all components and was performed to component materiality. Our audit work therefore covered 100% of group revenue, group profit and total group assets and liabilities. It was performed to the materiality levels set out above.

 

Other information

The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor's report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

 

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

 

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

• the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

 

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

 

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

• adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

• the parent company financial statements are not in agreement with the accounting records and returns; or

• certain disclosures of directors' remuneration specified by law are not made; or

• we have not received all the information and explanations we require for our audit.

 

Responsibilities of directors

As explained more fully in the directors' responsibilities statement set out on page 11, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

 

In preparing the financial statements, the directors are responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

 

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

 

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

 

Use of our report

 

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an Auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

 

 

 

Simon Wilks (Senior Statutory Auditor)                                                                  10 Queen Street Place

For and on behalf of haysmacintyre, Statutory Auditors                                          London

26 June 2018                                                                                                             EC4R 1AG

 

TAVISTOCK INVESTMENTS PLC

 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

 

FOR THE YEAR ENDED 31 MARCH 2018

 

		Year ended	Year ended
		31 March	31 March
		2018	2017
	Note	£'000	£'000
Revenue - continuing operations	3	28,812	19,539
Cost of sales - continuing operations		(18,332)	(13,502)
		------------	------------
Gross profit		10,480	6,037
Administrative expenses- continuing operations		(9,991)	(7,041)
		--------------	--------------
Profit/(Loss) from Operations	4	489	(1,004)
Memorandum: Adjusted EBITDA		734	384
Depreciation & amortisation		(971)	(774)
Gain on disposals		905	41
Share based payments		(135)	(306)
Acquisition related costs and exceptional items		(44)	(349)
		--------------	--------------
Profit/(Loss) from Operations		489	(1,004)
Finance costs		(268)	(203)
		------------	------------
Profit/(Loss) before taxation and attributable to equity holders of the parent		221	(1,207)
Taxation	6	29	552
		------------	------------
Profit/(Loss) from continuing operations   Discontinued operations (net of tax)   Profit/(Loss) after taxation and attributable to equity holders of the parent and total comprehensive income for the period		250   25 ------------   275	(655)   79 ------------   (576)
		======	======
Earnings/(Loss) per share (continuing operations)
Basic and diluted	7	0.05p	(0.13)p
		======	=======

 

  

TAVISTOCK INVESTMENTS PLC                                                                                    

 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

 

AS AT 31 MARCH 2018

 

		31 March 2018		31 March 2017
		£'000	£'000	£'000	£'000
ASSETS
Non-current assets
Property, plant and equipment	8		490		381
Intangible assets	9		19,136		19,954
			-----------------		-----------------
Total non-current assets			19,626		20,335
Current assets
Trade and other receivables	10	3,334		2,149
Cash and cash equivalents		3,111		4,558
		-----------------		-----------------
Total current assets			6,445		6,707
			-----------------		-----------------
Total assets			26,071		27,042
LIABILITIES
Current liabilities	11		(4,703)		(5,319)
Non-current liabilities
Other payables	11		-		(1,100)
Loans	11		(2,233)		(2,000)
Provisions	12		(40)		(46)
Deferred taxation	13		(405)		(396)
			------------------		------------------
Total liabilities			(7,381)		(8,861)
			------------------		------------------
Total net assets			18,690		18,181
			=========		=========
Capital and reserves attributable to owners
of the parent
Share capital	15		12,720		12,685
Share premium			4,882		27,818
Retained earnings/(deficit)			1,088		(22,322)
			------------------		------------------
Total equity			18,690		18,181
			=========		=========

 

The financial statements were approved by the Board and authorised for issue on 26 June 2018.

 

 

 

Oliver Cooke

Chairman

 

 

 

 

 

TAVISTOCK INVESTMENTS PLC

 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

 

FOR THE YEAR ENDED 31 MARCH 2018

 

	Share capital	Share premium	Retained (deficit)/ earnings	Total equity
	£'000	£'000	£'000	£'000
31 March 2016	10,262	20,688	(22,052)	8,898
	--------------	--------------	--------------	--------------
Issue of shares	2,423	7,130	-	9,553
Loss after tax and total comprehensive income	-	-	(576)	(576)
Equity settled share based payments	-	-	306	306
	--------------	--------------	--------------	--------------
31 March 2017	12,685	27,818	(22,322)	18,181
	--------------	--------------	--------------	--------------
Issue of shares (net)	35	64	-	99
Profit after tax and total comprehensive income	-	-	275	275
Equity settled share based payments	-	-	135	135
Reduction of share premium	-	(23,000)	23,000	-
	--------------	--------------	--------------	--------------
31 March 2018	12,720	4,882	1,088	18,690
	--------------	--------------	--------------	--------------

 

 

On 27 February 2018, the Group reduced its share premium account by £23m by special resolution, resulting in a corresponding transfer of this balance to retained earnings.

 

 

TAVISTOCK INVESTMENTS PLC

 

CONSOLIDATED STATEMENT OF CASH FLOWS

 

FOR THE YEAR ENDED 31 MARCH 2018

 

		Year ended 31 March 2018		Year ended                 31 March 2017
		£'000	£'000	£'000	£'000
Cash flows from operating activities
Profit/(Loss) before tax   Adjustments for:			246		(1,128)
Share based payments			135		306
Depreciation on property plant and equipment			147		93
Amortisation of intangible assets			824		681
Gain on disposal of subsidiary			(905)		-
Net Finance costs			268		204
			-----------------		-----------------
Cash flows from operating activities before changes
in working capital			715		156
(Increase)/Decrease in trade and other receivables			(1,245)		2,068
Increase/(Decrease) in trade and other payables			713		(2,556)
Corporation tax paid			(46)		(161)
			-----------------		-----------------
Cash generated/used in operations			137		(493)
Investing activities
Finance income		-		1
Development of intangible assets		-		(199)
Purchase of property, plant and equipment		(291)		(180)
Proceeds on disposals		965		50
Cash on acquisition		-		2,009
Cash on disposal		(164)
Acquisition of subsidiaries		(2,002)		(4,839)
		-----------------		-----------------
Net cash absorbed from investing activities			(1,492)		(3,158)
Financing activities
Finance costs		(276)		(205)
New loans and finance leases		334		2,000
Loan Repayments		(250)
Issue of new share capital (net of costs)		100		3,029
		-----------------		-----------------
Net cash from financing activities			(92)		4,824
			-----------------		-----------------
Net (decrease)/increase in cash and cash equivalents			(1,447)		1,173
Cash and cash equivalents at beginning of the period			4,558		3,385
			------------------		------------------
Cash and cash equivalents at end of the period			3,111		4,558
			=========		=========

                                                                                                                             

Reconciliation of net cashflow to movement in net debt:                                    Year ended            Year ended            

                                                                                                                               31 March 2018      31 March 2017                  

                                                                                                                                         £000                      £000                              

 

Net (decrease)/increase in cash and cash equivalents                                                  (1,447)                        1,173

  

New loans and finance leases                                                                                          (334)                       (2,000)

Repayment of loans                                                                                                          250                                  -

                                                                                                                                 -----------------                     -----------------

Movement in net debt in the year                                                                                (1,531)                            (827)                                    

 

Net debt at 1 April                                                                                                         2,308                          3,135

                                                                                                                                                                                                                                                        -----------------                                        ------------------

Net Debt at 31 March                                                                                                     777                           2,308

                                                                                                                                                                                                                                                     =========                                       =========

                                                                                                                                                                                                                                             

 

TAVISTOCK INVESTMENTS PLC

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

FOR THE YEAR ENDED 31 MARCH 2018

 

1.            ACCOUNTING POLICIES

 

Principal accounting policies

The Company is a public company incorporated and domiciled in the United Kingdom. The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied to all the periods presented, unless otherwise stated.

 

Basis of preparation

The financial statements have been prepared in accordance with International Financial Reporting Standards, International Accounting Standards and Interpretations (collectively IFRS) issued by the International Accounting Standards Board (IASB) as adopted by the European Union ("adopted IFRSs") and those parts of the Companies Act 2006 which apply to companies preparing their financial statements under IFRSs.

 

Changes in accounting policies

Amendments to IFRS 2 Share-Based Payment (effective for accounting years beginning on or after 1 January 2018),

IFRS 15 Revenue from Contracts with Customers (effective for accounting years beginning on or after 1 January 2018) and IFRS 16 Leases (effective for accounting years beginning on or after 1 January 2019).

 

The implementation of these standards is not expected to have any material effect on the Group's financial statements, with the exception of IFRS 16. Specifically, the Group has assessed the impact of implementing IFRS 15 and the impact on the financial statements for the current or prior years is £nil. The impact that the implementation IFRS 16 will have on the financial statements is currently being assessed.

Basis of Consolidation

The Group comprises a holding company and a number of individual subsidiaries and all of                                                                            these have been included in the consolidated financial statements in accordance with the principles of acquisition accounting as laid out by IFRS 3 Business Combinations.

 

               Revenue recognition

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. All such revenue is reported net of discounts and Value Added Tax. Revenue represents either gross Independent Financial Adviser ("IFA") income or investment management fees receivable in respect of the period. This revenue is recognised as and when it is earned and is calculated on a monthly basis.

 

Intangible assets

Intangible assets include goodwill arising on the acquisition of subsidiaries and represents the difference between the fair value of the consideration payable and the fair value of the net assets that have been acquired. The residual element of Goodwill is not being amortised but is subject to an annual impairment review.

 

Also included within intangible assets are various assets separately identified in business combinations (such as FCA permissions, established systems and processes, adviser and client relationships and brand value) to which the Directors have ascribed a commercial value and a useful economic life. The ascribed value of these intangible assets is being amortised on a straight-line basis over their estimated useful economic life, which is considered to be between 5 and 10 years.

 

Internally generated intangible assets

Internally generated assets are capitalised when the technical feasibility of completing the asset so that it will be available for use is confirmed, there is a demonstrable ability to use the asset and probable future economic benefits will flow from it.  Internally generated intangible assets are measured at cost and amortised over a useful life of 5 years.

 

Financial assets

Loans and receivables: These assets are deemed to be non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They arise principally through the provision of goods and services to customers (trade receivables), but also incorporate other types of contractual monetary asset. They are carried at amortised cost using the effective interest rate method.

 

Cash and cash equivalents: These include cash in hand and deposits held at call with UK banks.

 

Financial liabilities

Other financial liabilities include trade payables and other short-term monetary liabilities, which are initially recognised at fair value and subsequently carried at amortised cost using the effective interest method.

 

Share based payments

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to the statement of comprehensive income on a straight-line basis over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of options expected to vest at each statement of financial position date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.

 

Fair value is calculated using the Black-Scholes model, details of which are given in Note 16.

 

Property, plant and equipment

Property, plant and equipment are stated at cost net of accumulated depreciation and provision for impairment. Depreciation is provided on all property plant and equipment, at rates calculated to write off the cost less estimated residual value, of each asset on a straight-line basis over its expected useful life. The residual value is the estimated amount that would currently be obtained from disposal of the asset if the asset were already of the age and in the condition expected at the end of its useful economic life.

 

The method of depreciation for each class of depreciable asset is:

 

Computer equipment                                          -     3 - 4 years straight line

Office fixtures, fittings & equipment                -     4 - 7 years straight line

 

Impairment of Assets

Impairment tests on goodwill are undertaken annually at the balance sheet date. The recoverable value of goodwill is estimated on the basis of value in use, defined as the present value of the cash generating units with which the goodwill is associated. When value in use is less than the book value, an impairment is recorded and is irreversible.

 

Other non-financial assets are subject to impairment tests whenever circumstances indicate that their carrying amount may not be recoverable. Where the carrying value of an asset exceeds its estimated recoverable value (i.e. the higher of value in use and fair value less costs to sell), the asset is written down accordingly. Where it is not possible to estimate the recoverable value of an individual asset, the impairment test is carried out on the asset's cash-generating unit. The carrying value of property, plant and equipment is assessed in order to determine if there is an indication of impairment. Any impairment is charged to the statement of comprehensive income. Impairment charges are included under administrative expenses within the consolidated statement of comprehensive income. 

 

Taxation and deferred taxation

               Corporation tax payable is provided on taxable profits at prevailing rates.

 

Deferred tax assets and liabilities are recognised where the carrying amount of an asset or liability in the balance sheet differs from its tax base, except for differences arising on:

·     the initial recognition of goodwill; and

·     the initial recognition of an asset or liability in a transaction which is not a business combination and at the time of the transaction affects neither accounting nor taxable profit.

 

Recognition of deferred tax assets is restricted to those instances where it is probable that future taxable profit will be available against which the asset can be utilised. The amount of the asset or liability is determined using tax rates that have been enacted or substantively enacted by the balance sheet date and are expected to apply when the deferred tax liabilities/(assets) are settled/(recovered).

 

Deferred tax assets and liabilities are offset when the Group has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority on either:

 

·     the same taxable Group company; or

·     different Group entities which intend either to settle current tax assets and liabilities on a net basis, or to realise the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax assets or liabilities are expected to be settled or recovered.

 

2.        CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS

 

The preparation of these financial statements has required management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. These judgments and estimates are based on management's best knowledge of the relevant facts and circumstances, having regard to prior experience, but actual results may differ from the amounts included in the financial statements. Information about such judgments and estimations is contained below, as well as in the accounting policies and accompanying notes to the financial statements.

 

Impairment of goodwill and intangible assets

The Group is required to test, on an annual basis, whether goodwill has suffered any impairment. Other intangible assets are tested whenever circumstances indicate that their carrying value may not be recoverable. The recoverable amount is determined based on value in use calculations. The Group has not impaired any goodwill or intangible assets during the year (2017: £Nil).

 

3.         SEGMENTAL INFORMATION

 

A segmental analysis of revenue and expenditure for the period is:

 

		Investment Management		Advisory Support	2018	Investment Management	Advisory Support	2017
		£'000		£'000	£'000	£'000	£'000	£'000
REVENUE
Fees and Commissions		3,635		25,177	28,812	1,660	17,879	19,539
Cost of Sales		(304)		(18,028)	(18,332)	(278)	(13,224)	(13,502)
Administrative Expenses			(1,492)	(5,978)	(7,470)	(909)	(3,329)	(4,238)
Group costs					(2,521)			(2,803)
					-------------			-------------
Profit/(Loss) from operations					489			(1,004)
					======			======

 

The segmental analysis above reflects the parameters applied by the Board when considering the Group's monthly management accounts. The Directors do not consider a division of the balance sheet to be appropriate or useful for the purposes of understanding the financial performance and position of the Group.

 

During the period under review the Group's revenue was generated exclusively within the UK.

 

4.	LOSS FROM OPERATIONS
		2018			2017
		£'000			£'000
	This is arrived at after charging:
	Staff costs (see note 5)	6,524			4,164
	Depreciation	147			93
	Amortisation of intangible fixed assets	824			681
	Operating lease expense - property	358			254
Auditors' remuneration in respect of the Company		9			8
Audit of the Group and subsidiary undertakings		51			62
Auditors' remuneration - non-audit services -interim		2			2
Auditors' remuneration - non-audit services -taxation			12		13
-------------				-------------
74				85
======				======

 

5.	STAFF COSTS
			2018		2017
			£'000		£'000
	Staff costs for all employees, including Directors consist of:
	Wages, fees and salaries		5,511		3,358
	Social security costs		645		356
	Pensions		233		144
			-----------		-----------
			6,389		3,858
	Share based payment charge		135		306
			-----------		-----------
			6,524		4,164
			=====		=====
		2018				2017
	The average number of employees of the group during the year	Number				Number
	was as follows:
	Directors and key management	8			7
	Operations and administration	125			89
		-----------			-----------
		133			96
		======			======

The remuneration of the highest paid director was £230,310 (2017: £192,391). The total remuneration of key management personnel was £1,284,693 (2017: £933,259).

 

Directors' Detailed Emoluments

 

Details of individual Directors' emoluments for the year are as follows:

 

	Salary & fees	Benefits in kind & allowances	Pension contributions	Total 2018	Total 2017
	£	£	£	£	£
O Cooke	160,000	28,185	24,000	212,185	179,788
B Raven	175,000	29,060	26,250	230,310	192,391
P Dornan*	14,583	-	-	14,583	-
R Rennison*	25,000	-	-	25,000	25,000
P Young*	10,417	-	-	10,417	25,000
	----------------	----------------	--------------	----------------	----------------
	385,000	57,245	50,250	492,495	422,179
	========	=======	=======	=======	=======

 

* Denotes non-executive Director

 

All pension contributions represent payments into defined contribution schemes.

 

6.	TAXATION ON LOSS FROM ORDINARY ACTIVITIES
		2018		2017
		£'000		£'000
	Current tax credit		(6)	(19)
	Deferred tax credit	(23)		(509)
		------------		------------
	Tax credit for the year	(29)		(528)
		======		======

The tax assessed for the period differs from the standard rate of corporation tax in the UK applied to loss before tax.

 

			2018	2017
			£'000	£'000
	Profit/(loss) on ordinary activities before tax - continuing Operations		221	(1,207)
	Profit on ordinary activities before tax - discontinued Operations		25	103
			------------	------------
	Total Profit/(loss) on ordinary activities before tax		246	(1,104)
			======	======
	Profit/(loss) on ordinary activities at the standard rate of corporation tax in the UK of 19% (2017: 20%)		47	(221)
	Effects of:
	Unutilised losses		-	100
	Expenses not deductible for tax purposes		56	107
	Other timing differences		-	(456)
	Differences between capital allowances and depreciation		(46)	10
	Adjustments to prior periods		(6)	-
	Non-taxable income		(399)	(27)
	Adjust closing deferred tax to average rate of tax		(5)	(41)
	Deferred tax not recognised		324	-
			-----------	-----------
Tax credit for the year			(29)	(528)
			======	======
7.		EARNINGS PER SHARE
			2018		2017
			£'000		£'000
		Earnings/(Loss) per share has been calculated using the following:
		Earnings/(Loss) (£'000)	275		(576)
		Weighted average number of shares ('000s)	536,951		418,662
			--------------		--------------
		Basic profit/(loss) per ordinary share	0.05p		(0.13)p
			=======		=======

 

Earnings/(Loss) per ordinary share has been calculated using the weighted average number of shares in issue during the relevant financial periods. IAS 33 requires presentation of diluted EPS when a company could be called upon to issue shares that would decrease earnings per share, or increase the loss per share. The exercise price of the outstanding share options is significantly more than the average and closing share. Therefore, as per IAS33 the potential ordinary shares are disregarded in the calculation of diluted EPS. 

 

8.		TANGIBLE FIXED ASSETS
					Motor			Computer			Office fixtures fittings and
					Vehicles			equipment			equipment		Total
					£'000			£'000			£'000		£'000
		Cost
		Balance at 1 April 2017			28			299			584		911
		Additions			-			148			141		289
		Disposals			-			(160)			(127)		(287)
					---------			---------			--------------		---------------
		Balance at 31 March 2018			28			287			598		913
					---------			---------			--------------		---------------
		Accumulated depreciation
		Balance at 1 April 2017			15			207			308		530
		Depreciation charge			4			50			93		147
		Disposals			-			(141)			(113)		(254)
					---------			---------			--------------		---------------
		Balance at 31 March 2018			19			116			288		423
					---------			---------			--------------		---------------
		Net Book Value
		At 31 March 2018			9			171			310		490
					=====			=====			=====		=====
		At 31 March 2017			13			92			276		381
					=====			=====			=====		======
9.	INTANGIBLE ASSETS			Customer		Regulatory			Goodwill			Other
				& Adviser		Approvals			Arising on			Intangible
				Relationships		& Systems			Consolidation			Assets		Total
				£'000		£'000			£'000			£'000		£'000
	Cost
	Balance at 1 April 2017			5,415		1,815			14,751			474		22,455
	Additions			-		-			-			6		6
				-------------		-------------			-------------			------------		---------------
	Balance at 31 March 2018			5,415		1,815			14,751			480		22,461
				-------------		-------------			------------			------------		---------------
	Accumulated amortisation
	Balance at 1 April 2017			1,730		566			205			-		2,501
	Amortisation			491		222			-			111		824
				------------		-----------			-----------			------------		---------------
	Balance at 31 March 2018			2,221		788			205			111		3,325
				-----------		------------			------------			------------		---------------
	Net Book Value
	At 31 March 2018			3,194		1,027			14,546			369		19,136
				======		======			======			======		=======
	At 31 March 2017			3,685		1,249			14,546			474		19,954
				======		======			======			======		=======

 

Customer and Adviser Relationships relate to identifiable relationships between acquired companies, their adviser network and the associated client bases.

 

Regulatory Approvals and Systems relate to the estimated costs incurred by acquired companies in obtaining authorisations to carry on their relevant business and in putting in place the appropriate staffing and information structures.

 

Amortisation is charged over a period between 5 and 10 years.

 

 

GOODWILL AND IMPAIRMENT
The carrying value of goodwill in respect of each cash generating unit is as follows:
												31 March 2018				31 March 2017
												£'000				£'000
Financial Advisory business												12,631				12,631
Investment Management business												1,915				1,915
												-------------				-------------
												14,546				14,546
												======				=======
In assessing the carrying value of goodwill the Directors have given consideration to the anticipated performance of each of these cash generating units as part of a value in use calculation. This consideration included reference to a generally accepted future medium term (five year) growth rate of 10%, followed by a long-term rate of 3%. It is also assumed a discount rate of 15%. It is considered that any reasonably possible changes in the key assumptions would not result in an impairment of the present carrying value of the goodwill.
10.	TRADE AND OTHER RECEIVABLES									31 March 2018				31 March 2017
										£'000				£'000
	Trade receivables									2,018				748
	Prepayments and accrued income									1,180				942
	Other receivables									136				459
										-------------				-------------
										3,334				2,149
										======				======
11.	LIABILITIES									31 March 2018				31 March 2017
										£'000				£'000
	Current liabilities
	Trade payables									2,101				1,095
	VAT and social security liabilities									222				250
	Accruals									829				803
	Deferred consideration on acquisitions									1,100				2,002
	Other payables									350				870
	Corporation tax payable									-				49
	Loans and finance leases									101				250
										-------------				-------------
										4,703				5,319
										======				======
	Non-current liabilities
	Loans and finance leases Deferred consideration									2,233 -					2,000 1,100
-----------				------------
2,233				3,100
======				======

 

 

In 2016 the Company entered into a three-year, £2 million debt facility with Assetz SME Capital Ltd which is secured by a charge in favour of Assetz SME Capital Ltd over the Group's shares in Tavistock Partners (UK) Ltd. Interest on the facility, at the rate of 9% per annum, is paid monthly and repayment of the principal sum is due in April 2019.  The facility can be extended at the Company's discretion for a further period of up to two years.

                                                                                                                                      

12.	PROVISIONS
			Total
			£'000
	Balance at 1 April 2017		46
	Payments to settle claims		16
	Provisions released		(22)
			-------------
	Balance at 31 March 2018		40
			=======

 

 

 

13.	DEFERRED TAX
			Total
			£'000
	Balance at 1 April 2017		(396)
	Deferred tax credit in the year		23
	Transferred on disposal		(32)
			-------------
	Balance at 31 March 2018		405
			=======

 

The deferred tax provision comprises:			31 March 2018	31 March 2017
			£'000	£'000
Accelerated capital allowances			-	(17)
Unutilised tax losses			(321)	(419)
Deferred tax on intangibles			726	832
			-------------	-------------
			405	396
			======	======

14.       FINANCIAL RISK MANAGEMENT

 

The Group is exposed to risks that arise from its use of financial instruments. These financial instruments are within the current assets and current liabilities shown on the face of the statement of financial position and comprise the following:

 

Credit risk

 

The Group is exposed to credit risk primarily on its trade receivables, which are spread over a range of Investment platforms and advisers. Receivables are broken down as follows:

				31 March 2018	31 March 2017
				£'000	£'000
	Loans and receivables
	Trade receivables			2,018	748
	Other receivables			136	459
				======	======

 

The table below illustrates the due date of trade receivables:

				31 March 2018	31 March 2017
				£'000	£'000
	Current			2,018	697
	31 - 60 days			-	-
	61 - 90 days			-	-
	91 - 120 days			-	-
	121 and over			-	51
				-------------	-----------
				2,018	748
				======	======

         Liquidity risk

 

Liquidity risk arises from the Group's management of working capital and the finance charges and repayments of its liabilities.

 

The Group's policy is to ensure that it will have sufficient cash to allow it to meet its liabilities when they become due and so cash holdings may be high during certain periods throughout the period.

 

Other than the loans referred to in Note 11, the Group currently has no bank borrowing or overdraft facilities.              

 

The Group's policy in respect of cash and cash equivalents is to limit its exposure by reducing cash holding in the operating units and investing amounts that are not immediately required in funds that have low risk and are placed with a reputable bank.

 

 

 

 

Cash at bank and cash equivalents

				31 March 2018	31 March 2017
				£'000	£'000
	At the year end the Group had the following cash balances:			3,111	4,558
				======	======

Cash at bank comprises Sterling cash deposits held within a number of banks. At 31 March 2018, £197,000 (2017: £252,000) of cash is held on deposit in special interest bearing accounts to maximise returns.

 

All monetary assets and liabilities within the group are denominated in the functional currency of the operating unit in which they are held. All amounts stated at carrying value equate to fair value.

					31 March 2018 £'000		31 March 2017 £'000
Financial liabilities at amortised cost
Trade payables					2,101	1,095
Accruals					829	803
					======		======

 

 

The table below illustrates the ageing of trade payables:

				31 March 2018	31 March 2017
				£'000	£'000
	Current			1,950	1,092
	31 - 60 days			65	3
	61 - 90 days			-	-
	91 - 120 days			-	-
	121 and over			86	-
				----------------	---------------
				2,101	1,095
				========	========

        

         Capital Disclosures and Risk Management

 

The Group's management define capital as the Group's equity share capital and reserves.

 

The Group's objective when maintaining capital is to safeguard its ability to continue as a going concern, so that in due course it can provide returns for shareholders and benefits for other stakeholders.

 

The Group manages its capital structure and makes adjustments to it in the light of changes in the business and in economic conditions. In order to maintain or adjust the capital structure, the Group may from time to time issue new shares, based on working capital and product development requirements and current and future expectations of the Company's share price.

 

Share capital is used to raise cash and as direct payments to third parties for assets or services acquired.

 

Market risk

 

Interest rate risk

Interest rate risk is the risk that the value of financial instruments will fluctuate due to changes in market interest rates. The Group considers the interest rates available when deciding where to place cash balances. The Group has no material exposure to interest rate risk.

 

15.	SHARE CAPITAL	31 March 2018	31 March 2017
		£'000	£'000
	Called up share capital
	Allotted, called up and fully paid
	537,186,045 Ordinary shares of 1 pence each
	(2017: 533,614,920 shares of 1 pence each)	5,371	5,336
	30,450,078 Deferred shares of 9p each	2,742	2,742
	465,344,739 Deferred "A" shares of 0.99 pence each	4,607	4,607
		------------	------------
		12,720	12,685
		======	======

 

 

On 24 April 2017, 3,571,125 new Ordinary shares of 1p were issued at an issue price of 2.8p to an existing shareholder.

 

 

The following describes the nature and purpose of each of the Company's reserves:

 

Reserve                                    Description and purpose

 

Share capital                            Amount subscribed for share capital at nominal value.

Share premium                         Amount subscribed for share capital in excess of nominal value.

Retained earnings                   Cumulative net gains and losses recognised in the consolidated statement of comprehensive income.

 

16.	SHARE BASED PAYMENTS
	During the period the Company issued options over 64,461,500 Ordinary shares.   These options have been valued using the Black- Scholes pricing model. The weighted average of the assumptions used in the model are: 31 March 2018       31 March 2017
	Share price at grant	2.92p                         3.32p
	Exercise price	5.25p                         5.25p
	Expected volatility	62%                           112%
	Expected life	5 years                       7 years
	Risk free rate	1.1%                          1.2%
	Expected volatility has been determined by reference to the fluctuations in the Company's share price between the formation of its current group structure and the grant date of the share options.
				31 March 2018			31 March 2017
				Weighted			Weighted
				average price			average price
				(pence)	Number		(pence)	Number
	Outstanding at the beginning of the year			5.18	21,220,000		2.84	18,450,000
	Granted during the year Lapsed during the year			5.25 5.25	64,461,500 (10,252,401)		5.25 4.08	7,720,000 (4,950,000)
					-------------------			-------------------
	Outstanding at the end of the period			5.23	75,429,099		5.18	21,220,000
					=========			=========

 

The exercise price of options outstanding at the end of the year, 2,050,000 of which had vested and were exercisable, was 5.23p and their weighted contractual life was 5.67 years.

 

There were no options over Ordinary shares exercised in the period. The weighted average fair value of each option granted during the current period was assessed as being 1.10p and their weighted average contractual life was 5 years.

 

 

17.	LEASING COMMITMENTS	31 March 2018	31 March 2017
		£'000	£'000
	The Group's future minimum lease payments fall due as follows:
	Not later than 1 year	286	252
	Later than 1 year and not later than 5 years	629	324
		-------------	-------------
		915	576
		=====	=====

 

 

18.    RELATED PARTY TRANSACTIONS

 

Payments of £37,000 (2017: £56,000) were made to threesixty Support LLP in relation to compliance services, a firm in which Philip Young, who served for part of the year as a Non-Executive Director of the Company, also served as Managing Director during the year.

 

During the period, Tavistock Wealth Limited received fees of £3,290,000 (2017: £1,163,000) under the terms of an agreement entered into with Investment Fund Services Limited ("IFSL"). IFSL is a company of which Andrew Staley, a significant shareholder in Tavistock Investments Plc, is a director.

 

 

 

TAVISTOCK INVESTMENTS PLC                                                                                 Company number 05066489

 

COMPANY BALANCE SHEET

 

AS AT 31 MARCH 2018 - PREPARED UNDER UK GAAP

 

		At 31 March 2018		At 31 March 2017
		£'000	£'000	£'000	£'000
Fixed assets
Investments	III		22,110		22,360
Tangible fixed assets	IV		312		281
Intangible fixed assets	V		370		474
			-----------------		-----------------
			22,792		23,115
Current assets
Debtors	VI	964		1,377
Cash at bank and in hand	VIII	278		1,089
		-----------------		-----------------
		1,242		2,466
Creditors: amounts falling due within
one year	IX	(4,265)		(4,738)
		----------------		----------------
Net current  liabilities			(3,023)		(2,272)
Debtors: amounts falling due after one year	VII		299		299
Creditors: amounts falling due after one year	X		(2,000)		(3,100)
			---------------		---------------
Total assets less total liabilities			18,068		18,042
			=======		=======
Capital and reserves
Called up share capital	XI		12,720		12,685
Share premium account			4,882		27,818
Retained reserves			466		(22,461)
			------------------		------------------
Shareholders' funds			18,068		18,042
			=========		=========

   

    The loss of the parent company for the year was £73,000 (2017: £671,000)

 

    The financial statements were approved by the Board and authorised for issue on 26 June 2018.

 

 

 

 

    Oliver Cooke

Chairman

 

 

TAVISTOCK INVESTMENTS PLC                                                                                

 

STATEMENT OF CHANGES IN EQUITY

 

FOR THE YEAR ENDED 31 MARCH 2018 - PREPARED UNDER UK GAAP

 

 

	Share Capital	Share Premium		Retained reserves	Shareholder funds
	£'000	£'000		£'000	£'000
31 March 2016	10,262		20,688	(22,790)	8,160
Issue of shares	2,423		7,130	-	9,553
Loss before and after tax	-		-	(671)	(671)
Dividends received	-		-	1,000	1,000
	-------------		-------------	-------------	-------------
31 March 2017	12,685		27,818	(22,461)	18,042
	-------------		--------------	--------------	-------------
Issue of shares	35		64	-	99
Loss after tax	-		-	(73)	(73)
Reduction of share premium	-		(23,000)	23,000	-
	-------------		--------------	---------------	--------------
31 March 2018	12,720		4,882	466	18,068
	-------------		--------------	--------------	-------------

 

 

TAVISTOCK INVESTMENTS PLC

 

NOTES FORMING PART OF THE COMPANY FINANCIAL STATEMENTS

 

FOR THE YEAR ENDED 31 MARCH 2018

 

I.             ACCOUNTING POLICIES

 

The principal accounting policies applied are summarised below.

 

Basis of preparation

The financial statements have been prepared under the historical cost convention as modified by the revaluation of Tangible Assets and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the United Kingdom and the Republic of Ireland and the Companies Act 2006.

 

FRS 102 is mandatory for accounting periods beginning on or after 1 January 2015.

 

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the company's accounting policies (see note 2 in the Group financial statements).

 

These accounts do not include a Cashflow Statement or a Financial Instruments note as these are disclosed in the Group financial statements.

 

All accounting policies that are not unique to the company are listed on pages 23-25. All additional accounting policies have been applied as follows:

 

Going concern

The Directors' are of the opinion that the Company has sufficient working capital for the foreseeable future and on this basis, consider it appropriate that the accounts have been prepared on a going concern basis.

 

               Valuation of investments

Investments held as fixed assets are stated at cost less any provision for impairment in value.

 

II.            LOSS FOR THE FINANCIAL PERIOD

 

The Company has taken advantage of the exemption allowed under s408 of the Companies Act 2006 and has not presented its own profit and loss account in these financial statements.  The Company's loss for the year was £73,000 (2017: Loss of £671,000). 

 

The average number of employees of the company during the year was 10 (2017: 8) and total staff costs were £1,427,000 (2017: £1,209,000).

 

III.	FIXED ASSET INVESTMENTS		31 March 2018	31 March 2017
			£'000	£'000
	Subsidiary undertakings
	Cost
	Balance at 1 April 2017		22,687	12,024
	Additions		-	10,663
	Disposals		(250)
			--------------	--------------
	Balance at 31 March 2018		22,437	22,687
	Provisions
	Balance at 1 April 2017		(327)	(327)
			--------------	--------------
	Balance at 31 March 2018		(327)	(327)
			--------------	--------------
	Carrying value of investments		22,110	22,360
			=======	=======

          At the year end the Company had the following wholly owned subsidiaries

 

Registered Office Address	Name	Holding
1 Bracknell Beeches, Old Bracknell Lane, Bracknell, RG12 7BW	Tavistock Wealth Limited	Direct
	Tavistock Partners Limited	Direct
	Sterling McCall Limited	Indirect
	Tavistock Partners (UK) Ltd	Direct
	Duchy Independent Financial Advisers Limited	Direct
	Price Bailey Financial Services Limited	Direct
	Tavistock Private Client Limited	Indirect
	Cheviot Financial Planning Limited	Indirect
	The Tavistock Partnership Limited	Direct
	Tavistock Direct Limited	Direct
1, The Cornerstone Market Place, Kegworth, Derby DE74 2EE	Cornerstone Asset Holdings Limited	Direct
26 Upper Pembroke Street, Dublin 2, Ireland	Tavistock Wealth (Global) Limited	Indirect

 

IV.	TANGIBLE FIXED ASSETS			Office fixtures
			Computer	fittings and
			equipment	equipment	Total
			£'000	£'000	£'000
	Cost
	Balance at 1 April 2017		100	279	379
	Additions		25	97	122
			---------	--------------	---------------
	Balance at 31 March 2018		125	376	501
			---------	--------------	---------------
	Accumulated depreciation
	Balance at 1 April 2017		45	53	98
	Depreciation charge		20	71	91
			---------	--------------	---------------
	Balance at 31 March 2018		65	124	189
			---------	--------------	---------------
	Net Book Value
	At 31 March 2018		60	252	312
			=====	=====	=====
	At 31 March 2017		55	226	281
			=====	=====	======

 

 

V.	INTANGIBLE FIXED ASSETS
							Total
							£'000
	Software Cost
	Balance at 1 April 2017						474
	Additions						16
							---------------
	Balance at 31 March 2018						490
							---------------
	Accumulated amortisation
	Balance at 1 April 2017						-
	Amortisation charge						120
							---------------
	Balance at 31 March 2018						120
							---------------
	Net Book Value
	At 31 March 2018						370
							=====
	At 31 March 2017						474
							======
VI.		DEBTORS: due within one year				31 March 2018		31 March 2017
						£'000		£'000
		Amounts owed by subsidiary undertakings				609		1,150
		Trade debtors				15		74
		Other debtors				96		52
		Prepayments and accrued income				244		101
						------------		------------
						964		1,377
						=====		=====

 

VII.	DEBTORS: due after one year			31 March 2018	31 March 2017
				£'000	£'000
	Deferred tax asset			299	299
				------------	------------
				299	299
				=====	=====

 

VIII.     CASH AND CASH EQUIVALENTS

 

			31 March 2018	31 March 2017
			£'000	£'000
Cash at bank and in hand			278	1,089
			-------------	-------------
			278	1,089
			======	======

 

IX.		CREDITORS: amounts falling due within one year
							31 March 2018		31 March 2017
							£'000		£'000
		Term loan					-		250
		Trade creditors					237		202
		Accruals					225		167
		Other tax and social security					114		76
		Other creditors					310		233
		Deferred consideration					1,130		2,002
		Amounts owed to subsidiary undertakings					2,249		1,808
							------------		------------
							4,265		4,738
							======		======
X.	CREDITORS: amounts falling due after one year
							31 March 2018	31 March 2017
							£'000	£'000
	Term loans Deferred consideration						2,000 -	2,000 1,100
							-------------	------------
							2,000	3,100
							======	======

 

XI.         SHARE CAPITAL

              

    Details of the Company's share capital and the movements in the period can be found in Note 15 to the consolidated financial statements.

 

 

XII.        SHARE OPTIONS

         

EMI Share Option Scheme

 

Details of the share options outstanding at 31 March 2018 can be found in Note 16.

 

XIII. RELATED PARTY TRANSACTIONS

 

Advantage has been taken by the Company of the exemptions provided by Section 33.1A of FRS102 not to disclose group transactions in respect of wholly owned subsidiaries.