WH Ireland Group Plc
(“WH Ireland” or the “Company”)
Final Results
for the 12 months ended 30 November 2015
WH Ireland, the financial services group that provides private wealth management and corporate broking services, today announces its final results for its financial year ended 30 November 2015.
Financial overview
|
● |
Group turnover increased by 3% to £30.9m (2014: £30.0m) |
|
● |
Operating profit of £1.1m before exceptional item (2014: £0.7m) |
|
● |
Exceptional item relates to an FCA fine of £1.2m |
|
● |
Operating loss after exceptional item of £0.05m (2014: profit of £0.7m) |
|
● |
Loss before tax £0.3m (2014: profit before tax £0.5m) |
|
● |
Basic earnings per share increased to 2.14p before exceptional item (2014: 1.42p) |
|
● |
Basic earnings per share of (2.81p) (2014: 1.42p) |
|
● |
Recurring revenue increased by 14% to £11.4m (2014: £10.0m) |
Private Wealth Management
|
● |
Assets under management increased by 2% to £2,520m (2014: £2,475m) on a like-for-like basis |
|
● |
Discretionary assets under management increased by 6% to £767m (2014: £722m) |
|
● |
Management fee income increased by 32% to £6.5m (2014: £4.9m) |
|
● |
Commission income fell by 3% to £11.0m (2014: £11.3m) |
Corporate Broking
|
● |
Number of retained corporate clients rose to 98 (2014: 93) |
|
● |
Retainer fee income rose by 5.75% to £3.3m (2014: £3.2m) |
|
● |
Transaction fees increased by 13% to £5.6m (2014: £4.9m)
|
Commenting on the results, Richard Killingbeck, said, ” It is pleasing to be able to report a good set of results for the year to November 30th, 2015. Many of the structural changes at the Company to which I have referred in the past have begun to improve the 2015 financial performance of W H Ireland. We still have a lot more to do but these are encouraging figures.
Looking ahead, our target remains to reach a 50% level of recurring revenue across the Group (compared with 36% in 2015). A lot of the work and success achieved during this past year should result in a further increase in this figure during 2016 towards our target, and as in past years I hope to be able to report that both divisions have contributed to this growth.”
For further information please contact:
WH Ireland Group plc www.wh-ireland.co.uk
Richard Killingbeck, Chief Executive Officer +44(0) 20 7220 1666
SPARK Advisory Partners Limited
Mark Brady/Miriam Greenwood +44(0) 20 3368 3551
Novella Communications
Tim Robertson +44 (0) 20 3151 7008
Chairman’s Statement
This is my first report to shareholders as Chairman having previously been a Non-Executive Director of the Company since 2014. I am pleased to be able to report a satisfactory set of year end figures which reflect the changes that have been and which continue to be undertaken by the senior management team.
2015 has witnessed the successful rationalisation of the Wealth Management division, with our regional offices and business lines being streamlined so that greater focus is brought to this area of your Company. Further work is being undertaken in reviewing every operational aspect of this business and I look forward to reporting in more detail on this issue at the interim stage.
The Corporate Broking division has continued to grow its corporate client list and I am pleased to report that a further three corporate clients have chosen WH Ireland as their Nomad and broker since our year end. We have been involved in a number of successful fund raises during 2015 (e.g. Caretech, Fastjet and Solid State). The fourth quarter, however, has proven to be more challenging than the previous three and this backdrop has continued into the first quarter of 2016 as world markets have declined with concerns over China and the oil price, in particular.
Board Changes
At the end of the year we announced that Rupert Lowe had left the Board. Rupert had been a Non-Executive Director for eight years and Chairman for the majority of this period. On behalf of the Board and shareholders, I would like to thank Rupert for his leadership of the Company during this period.
We have also announced today that Jonathan Carey has agreed to join the Board as a Non-Executive Director, subject to shareholder and regulatory approval, effective 29 February 2016. Jonathan has had a long and distinguished career in the City, most recently at Jupiter Asset Management, where he held a number of senior roles including Group Finance and Compliance Director, joint Group Chief Executive and finally Group Executive Deputy Chairman.
We continue to look to strengthen the Board.
FCA fine
We announced last week that we had reached a settlement with the FCA following a review under Principle 3 of the Code of Conduct regarding Systems and Controls deficiencies concerning the prevention of market abuse. The period to which this review referred was January 2013 until June 2013. Since that period, your Company has undergone significant change in every aspect of its business and this change is being embedded into the culture of the Company. It is uncomfortable to report this transgression to shareholders but it is my, and the Board’s, firm belief that a settlement of this issue is in the best long term interest of shareholders and staff. Now that this is resolved, we can all focus our efforts on accelerating change at the Company and delivering returns to shareholders.
Dividend
In light of the sanctions imposed by the FCA and the continuing short term challenges of global stock markets, your Board has taken the prudent decision to forego a final dividend. The Board will regularly review the level of dividend payments in the future and the first such review will take place ahead of the interim figures in July.
Outlook
Despite a challenging environment for companies as well as private investors, the pipeline in our Corporate division and the continued emphasis upon fee paying discretionary mandates in our Private Wealth Management division, bodes well for the future. We will continue to ensure that our cost base is appropriate for a Company of our size but increased compliance costs will be a certainty in the year ahead.
We keep under review the ownership of our Freehold office in Manchester. A strong local property market during the past year has resulted in us exploring the opportunity to realise value by selling the freehold. I will update shareholders as to progress on this matter as and when appropriate.
Finally I would like to thank all our staff across all of our office locations who have contributed to this set of results through their individual hard work and efforts.
Tim Steel
Chairman
Chief Executive Officer’s Report
Overview
The past year will be remembered for the relative strength of the first half of the year against a backdrop of strong equity markets, as opposed to the second half, where weaker and more volatile markets have witnessed the ebbing of investor confidence. The fourth quarter of the year was particularly quiet within our Corporate Broking division.
As I stated in my interim report much work is and has been undertaken across the Company to bring focus to our client proposition. We completed the withdrawal from our appointed representative relationship with the Private Wealth office in Colwyn Bay and we also closed our regional office in Birmingham. We now service our private clients from seven UK offices and from our international office on the Isle of Man, whilst we service our corporate clients from three UK offices (London, Manchester and Bristol). Within the Private Wealth division, we have closed our dedicated CFD and Spread Betting desk and have ceased to offer an Advisory Dealing service to new private clients. These changes have brought a greater focus to our Private Wealth services, having also ceased to offer Traded Options, Third Party Administration and dedicated Corporate Director dealing during the past two years. During this period we have also exited from seven regional office locations whilst opening two, Milton Keynes and the Isle of Man.
The combined impact of the above changes during the past two years in regard to our reported Assets Under Management and Administration is a reduction of approximately £500m, albeit the revenue generated from these “assets” was in most cases either transactional or undertaken at a gross margin of less than 10 basis points. At the year end, our total assets under Management and Administration amounted to £2.5bn, of which funds managed on a discretionary basis were £767m.
Private Wealth Management
As mentioned above this division has been the subject of much change during the past year as we bring focus to what was a disparate client proposition. A significant proportion of our revenue in this division is now generated by portfolios managed on a discretionary basis and we are focussing our efforts on increasing this both from internal migration from other service levels and from external and organic growth. To this end we are investing considerably in our marketing efforts and will be launching a refreshed website during the second quarter of the year.
Our International office in the Isle of Man has continued to grow its asset base very successfully and will achieve one of our key milestones of at least £200m of assets for a regional office by our 2016 half year. This success has justified the Board`s decision two years ago to establish an International office and we expect to witness further growth in assets during the year ahead.
During the second half of the year, and as referenced in the Chairman`s statement, we began a review of every aspect of our operational capabilities to ensure that we are able to offer both systems resilience, regulatory clarity and an enhanced client proposition in regard to aspects of Wealth Management, such as client reporting.
Corporate Broking
The Corporate Broking division had a successful year with growth being reported in new Corporate clients, retainer income and success fees. Our trading income, primarily from market making activities, remained positive, albeit lower than last year. Considering the market backdrop this was a good outcome. Merger and Acquisition activity was disappointing, although the pipeline of potential transactions at the beginning of this year has been the strongest for at least three years.
Our core focus in this division remains upon offering a full Nomad and Broking service to our corporate clients and on the selective growth of our corporate client list.
Outlook
The significant investment in change that has been made at the Company has helped mitigate some of the impact of the recent market turmoil. Both divisions continue to focus their new business efforts upon fee driven business and our Private Wealth Management offering will continue to work more closely with our Wealth Planning proposition, offering a more holistic Wealth Management service. Our Corporate Broking division continues to look to expand our client list and service our existing clients to the highest industry levels.
During 2015 our recurring revenue as a percentage of total revenue rose to 36%, an increase of 3 percentage points from last year. Our target remains to reach a 50% level of recurring revenue across the Group. A lot of the work and success achieved during this past year should result in a further increase in this figure during 2016 and as in past years, I hope to be able to report that both divisions have contributed to this growth.
Richard Killingbeck
Chief Executive Officer
Strategic Report
Overview
The WH Ireland Group has two principal operating subsidiaries, WH Ireland Limited and WH Ireland (IOM) Limited. WH Ireland Limited consists of two business divisions: Private Wealth Management, which provides bespoke wealth management solutions and independent financial advisory services to retail clients; and Corporate Broking which provides corporate finance, advisory and broking services to small and mid-cap corporate clients, and stockbroking and research services to its institutional client base.
Although the Group’s income is predominantly derived from activities conducted in the UK and the Isle of Man, a number of retail, institutional and corporate clients are situated worldwide.
At the year end, the Group had 226 staff (2014: 241) in the United Kingdom and 5 (2014: 4) in the Isle of Man.
Strategy
The Group’s strategic focus remains on continuing to grow our business across the two divisions, with the ultimate objective of becoming the broker of choice in the small and mid-cap company segment and a leading wealth management service provider to retail clients.
The strategy is focused on strengthening our corporate client list and increasing the assets under management in order to achieve the Group’s target of 50% recurring revenue through the generation of wealth management fees and corporate retainer income.
Private Wealth Management
The Private Wealth Management division of WH Ireland incorporates both investment management services and advice on wealth planning. We offer these services from a number of offices across the UK, including; London, Manchester, Cardiff, Bristol, Poole, Lymington and Milton Keynes. Our international clients are serviced from our Isle of Man office.
We are strong advocates of a personal, bespoke service to all of our clients on the basis that no one private client has exactly the same requirements as another. As the complexity of financial markets and advice increases we are also able to offer specific wealth planning expertise in areas such as pensions and inheritance planning; we also work closely with third party advisors in helping our mutual clients achieve their financial goals.
WH Ireland is one of the few wealth managers to offer three service investment propositions, namely discretionary, advisory and execution only. Increasingly new clients are joining us under a discretionary mandate but we still have substantial assets in both the advisory and the execution only propositions.
The strategy for the ongoing growth in this division is to focus our efforts on building our management fee based assets. This will be achieved by continued personal referrals, selective recruitment of individuals and teams with existing client relationships, and corporate acquisitions of Private Wealth Management businesses. In addition, we are in the process of enhancing our marketing capability which will complement the sources of funds flow above.
Corporate Broking
WH Ireland is one of the largest Nominated Advisers (NOMADs) and Brokers for AIM quoted companies in London. We provide corporate advisory and broking services to 98 Corporate companies, including capital raisings, all aspects of market regulation, acquisition strategy, as well as numerous other general corporate activities. Importantly, the team also benefits from many years of experience in bringing new companies to the public market.
WH Ireland’s award-winning Research team provides coverage of our corporate clients, ensuring the investment case is clearly and accurately articulated to the wider investment community. We maintain close contact with both institutional and private client fund managers via our Institutional Sales and Investor Relations teams and help to ensure liquidity in the shares of our corporate clients by offering a market making service. In addition to our London office, we also provide our corporate broking service from offices in Leeds and Bristol.
Our corporate client base is spread across the spectrum of industry sectors, including Technology, Consumer, Support Services, Healthcare, Oil & Gas, Mining and Industrials to name a few. Whilst we have continued to focus upon the development and growth of our client base, we have ensured that this is not to the detriment of client service levels. Recurring retainer income is one of the key financial drivers of this division, which helps us mitigate the volatility of transaction income and ensures that we have a stable team in place from which we can continue to build over the coming years. Our success on this metric is demonstrated by the fact that retainer income has risen once again, by 5.75% in the year (2014: by 6.70%).
Given the well-publicised structural changes taking place in the wider market, the division has developed a robust and sustainable platform from which to build. The business has demonstrated this strength despite this structural shift and challenging market conditions and we continue to focus on providing a first class service to all of our clients. We continue to exercise a selective recruitment policy of hiring experienced individuals to ensure that these high levels of service are maintained as our business grows. Our corporate client list continues to grow and we anticipate attracting further quality companies given our differentiated proposition relative to some of our larger competitors.
On 23rd February 2016, the FCA issued WH Ireland Group plc with a final notice which imposed a financial penalty of £1,200,000 and a restriction on the Corporate Broking Division from taking on new clients in relation to the carrying on of its regulated activities for a period of 72 days.
Key Performance Indicators (KPIs)
The Group uses a number of KPIs to monitor its performance against its financial objectives:
1. Ratio of adjusted operating profit before tax to total revenue
|
|
|
30 November |
30 November |
|
|
|
% |
% |
|
|
|
|
|
|
Ratio of adjusted operating profit before tax to revenue |
|
2.77 |
1.52 |
2. Funds under management and advice
|
|
|
30 November |
30 November |
|
|
|
£m |
£m |
|
|
|
|
|
|
Discretionary assets |
|
767 |
722 |
|
Advisory assets |
|
892 |
952 |
|
Execution only assets |
|
861 |
1,018 |
|
Total |
|
2,520 |
2,692 |
|
Less assets relating to discontinued activities: |
|
||
|
Third party client administration |
|
– |
(90) |
|
Appointed Representative assets |
|
– |
(102) |
|
Other assets |
|
– |
(25) |
|
Total |
|
2,520 |
2,475 |
|
|
|
|
|
This is used as a measure of the potential for revenue generation by type of client assets held in our nominee control.
3. Recurring income streams
|
|
|
30 November |
30 November |
|
|
|
£m |
£m |
|
|
|
|
|
|
Value of Group recurring income |
|
11.4 |
10.0 |
This key indicator of business activity includes fee and other ongoing income from retail and corporate clients for the management of their relationship with the Group. This represents an increase of 14.01% (2014: 12.36% increase), largely influenced by an increase in the number of clients in our Corporate Broking division and an increase in our Private Wealth Management division of the number of clients and value of their assets who pay a fee for our services.
4. Corporate Broking performance
|
|
|
30 November |
30 November |
|
|
|
|
|
|
Number of transactions |
|
53 |
29 |
|
|
|
|
|
|
Money raised |
|
£75m |
£56m |
|
|
|
|
|
|
Retained corporate clients |
|
98 |
93 |
A reconciliation of the adjusted operating profit is set out below:
|
|
30 November 2015 |
|
|
£’000 |
|
Operating loss |
(52) |
|
Add back of one off charges: |
|
|
Regulatory fine |
1,200 |
|
Adjusted operating profit |
1,148 |
A summary of the statement of comprehensive income for the financial year is set out below:
|
|
|
30 November |
30 November 2014 |
|
|
|
£’000 |
£’000 |
|
Revenue |
|
30,884 |
30,043 |
|
Administrative expenses |
|
(30,936) |
(29,353) |
|
Operating (loss)/profit |
|
(52) |
690 |
|
|
|
|
|
|
Operating profit before exceptional item |
|
1,148 |
690 |
|
Exceptional item – Regulatory fine |
|
(1,200) |
– |
|
Operating (loss)/profit after exceptional item |
|
(52) |
690 |
|
|
|
|
|
|
|
|
|
|
|
Other income and charges |
|
(294) |
(234) |
|
(Loss)/profit before tax |
|
(346) |
456 |
|
Tax expense |
|
(335) |
(119) |
|
(Loss)/profit after tax |
|
(681) |
337 |
Future Outlook
The Board is satisfied that the changes which have continued to be made across the business throughout 2015, and the conclusion of the historic FCA investigation in February 2016, will enable the Group to focus on achieving our strategic goals. These developments will enable the Group to grow both organically, with less distraction and through more effective marketing and a greater product focus, and through value enhancing acquisition from opportunities which the Board hopes to identify in the coming year.
Dividend
The Board does not propose to pay a dividend in respect of the financial year.
Statement of Financial Position and Capital Structure
Maintaining a strong and liquid statement of financial position remains a key business objective for the Board, alongside its regulatory capital requirements. Net assets amounted to £12.9m (2014: £13.4m) and net current assets to £7.3m (2014: £8.0m). The statement of financial position is underpinned by the holding of the substantial cash balances (£8.2m) held to facilitate both the day to day business and growth opportunities and the Group’s ownership of its freehold property in the Manchester city centre.
The Group raised £1,073,700 on 23rd February 2016 by way of a placing to existing shareholders, for general corporate purposes.
Risks and Uncertainties
Risk appetite is established by the Board and this is consistently reviewed and monitored by the Board and senior management. The Group, through the operation of its Systems and Controls Committee, considers all of the relevant risk management issues and advise the Board as necessary on such matters. The Group maintains a comprehensive risk register, within its agreed risk management framework, which encourages a risk-based approach to the internal controls and management of the Group. In addition to an independent Internal Audit function, the Group operates a dedicated Risk function. The Internal Audit and Risk functions coordinate their programme of work with both the Compliance department. The Internal Audit function reports directly to the Group’s Audit Committee.
Liquidity and Capital Risk
Whilst a significant element of the Group’s revenue continues to be transaction driven, the Group’s focus, as outlined above, remains on increasing the recurring element of client driven revenues. The Group continues to look to build its discretionary fee paying client base to better fit the regulatory landscape in which the Group is operating and to reduce the proportion of its income that is linked to transactions.
Whilst the Group has a predominantly fixed cost base, a significant element of which are employment costs that are insensitive to business volumes, the Group has continued to focus on achieving operational efficiencies and reducing the variable costs of the business to maximise profitability and provide operational gearing.
In order to mitigate risk and absorb any volatility in its operating results, the Board has continued to ensure that the statement of financial position remains robust and suitably liquid, and that sufficient regulatory capital is maintained to allow for a healthy surplus over the regulatory minimum capital requirements. The Group calculates and monitors its regulatory capital requirements on a daily basis.
Operational Risk
Operational risk is the risk of loss to the Group resulting from inadequate or failed internal processes, people and systems, or from external events.
Business continuity risk is the risk that serious damage or disruption may be caused to the business as a result of a breakdown or interruption, from either internal or external sources, in the operating infrastructure of the Group. This risk is mitigated in part by the number of branches across the UK from which the Group operates, and the Group having business continuity and disaster recovery arrangements. These arrangements include business interruption insurance.
The Group seeks to ensure that its risk management framework and control environment is continuously evolving and the Board delegates the day to day monitoring of this to the Group Head of Risk, who sits on the Systems and Controls Committee.
Credit Risk
The Board takes active steps to minimise the incidence of credit losses. This includes formal credit management procedures and the close supervision of credit limits and exposures. Formal credit procedures include the approval of significant client limits, approval of material trades, collateral requirements for trading clients and the proactive management of any overdue accounts. Additionally, risk assessments are performed on an ongoing basis during the year on all deposit taking banks and custodians.
Regulatory Risk
The Group operates in a highly regulated environment both in the UK and the Isle of Man. The Group has independent Risk, Internal Audit and Compliance departments, resourced with appropriately qualified and experienced individuals. The Directors monitor changes and developments in the regulatory environment and ensure that sufficient resources are made available for the Group to implement any required changes. The impact of the regulatory environment on the Group’s management of its capital is discussed in the full financial statements.
Resources and Relationships
The Group’s most valuable resource remains its staff and the Group remains committed to retaining and recruiting quality staff that share our culture and vision. Staff at all levels of the business are heavily focused on delivering a quality service to our clients. The Board continues to strive to deliver a service throughout the Group which is in compliance with both the letter and the spirit of the principles of the Financial Conduct Authority.
The Board collates management information to assist in monitoring its non-financial objectives, which include items such as risk appetite monitoring, staff turnover, thematic reviews and client complaints.
By order of the Board
Dan Cowland
Finance Director
Consolidated statement of comprehensive income
For the year ended 30 November 2015
|
|
|
Year ended |
Year ended |
|
|
|
30 November |
30 November |
|
|
|
2015 |
2014 |
|
|
|
£’000 |
£’000 |
|
Revenue |
|
30,884 |
30,043 |
|
Administrative expenses |
|
(30,936) |
(29,353) |
|
Operating (loss)/profit |
|
(52) |
690 |
|
|
|
|
|
|
|
|
|
|
|
Operating profit before exceptional item |
|
1,148 |
690 |
|
Exceptional item – Regulatory fine |
|
(1,200) |
– |
|
Operating (loss)/profit after exceptional item |
|
(52) |
690 |
|
|
|
|
|
|
|
|
|
|
|
Other income |
|
– |
12 |
|
Realised investment losses |
|
(89) |
(2) |
|
Fair value losses on investments |
|
(185) |
(221) |
|
Finance income |
|
21 |
25 |
|
Finance expense |
|
(41) |
(48) |
|
(Loss)/profit before tax |
|
(346) |
456 |
|
Tax expense |
|
(335) |
(119) |
|
(Loss)/profit for the year |
|
(681) |
337 |
|
|
|
|
|
|
Total other comprehensive income |
|
– |
– |
|
|
|
|
|
|
Total comprehensive income |
|
(681) |
337 |
|
|
|
|
|
|
|
|
|
|
|
Earnings per share |
|
|
|
|
Basic |
|
(2.81)p |
1.42p |
|
Diluted |
|
(2.81)p |
1.34p |
All results for the current and prior year relate to continuing operations.
There were no items of other comprehensive income for the current or prior year.
Consolidated and Company statement of financial position
As at 30 November 2015
|
|
|
Group |
|
Company |
||
|
|
|
As at |
As at |
|
As at |
As at |
|
|
|
30 November |
30 November |
|
30 November |
30 November |
|
|
|
2015 |
2014 |
|
2015 |
2014 |
|
|
|
£’000 |
£’000 |
|
£’000 |
£’000 |
|
ASSETS |
|
|
|
|
|
|
|
Non-current assets |
|
|
|
|
|
|
|
Goodwill |
|
258 |
258 |
|
– |
– |
|
Intangible assets |
|
3,586 |
463 |
|
– |
– |
|
Investment in subsidiaries |
|
– |
– |
|
1,711 |
1,711 |
|
Property, plant and equipment |
|
5,361 |
5,595 |
|
16 |
23 |
|
Investments |
|
360 |
579 |
|
– |
– |
|
Loan receivable |
|
– |
– |
|
731 |
763 |
|
Subordinated Loan |
|
– |
– |
|
850 |
500 |
|
Deferred tax asset |
|
298 |
360 |
|
73 |
48 |
|
|
|
9,863 |
7,255 |
|
3,381 |
3,045 |
|
Current assets |
|
|
|
|
|
|
|
Trade and other receivables |
|
23,312 |
38,345 |
|
4,712 |
4,590 |
|
Other investments |
|
1,932 |
890 |
|
– |
– |
|
Cash and cash equivalents |
|
8,176 |
7,490 |
|
– |
– |
|
|
|
33,420 |
46,725 |
|
4,712 |
4,590 |
|
Total assets |
|
43,283 |
53,980 |
|
8,093 |
7,635 |
|
LIABILITIES |
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
|
Trade and other payables |
|
(24,059) |
(37,919) |
|
(1,040) |
(504) |
|
Corporation tax payable |
|
(262) |
(308) |
|
– |
– |
|
Borrowings |
|
(179) |
(179) |
|
(179) |
(179) |
|
Finance Leases |
|
(119) |
(119) |
|
– |
– |
|
Deferred Consideration |
|
(262) |
– |
|
– |
– |
|
Provisions |
|
(1,200) |
(189) |
|
– |
– |
|
|
|
(26,081) |
(38,714) |
|
(1,219) |
(683) |
|
Non-current liabilities |
|
|
|
|
|
|
|
Borrowings |
|
(994) |
(1,169) |
|
(994) |
(1,169) |
|
Finance Leases |
|
– |
(109) |
|
– |
– |
|
Deferred tax liability |
|
(126) |
(205) |
|
– |
– |
|
Accruals and deferred income |
|
(330) |
(347) |
|
– |
– |
|
Deferred Consideration |
|
(2,863) |
– |
|
– |
– |
|
Provisions |
|
(21) |
(21) |
|
– |
– |
|
|
|
(4,334) |
(1,851) |
|
(994) |
(1,169) |
|
Total liabilities |
|
(30,415) |
(40,565) |
|
(2,213) |
(1,852) |
|
Total net assets |
|
12,868 |
13,415 |
|
5,880 |
5,783 |
|
|
|
|
|
|
|
|
|
EQUITY |
|
|
|
|
|
|
|
Share capital |
|
1,225 |
1,193 |
|
1,225 |
1,193 |
|
Share premium |
|
379 |
101 |
|
379 |
101 |
|
Available-for-sale reserve |
|
7 |
7 |
|
– |
– |
|
Other reserves |
|
982 |
982 |
|
229 |
229 |
|
Retained earnings |
|
11,006 |
11,895 |
|
4,047 |
4,260 |
|
Treasury shares |
|
(731) |
(763) |
|
– |
– |
|
Total equity |
|
12,868 |
13,415 |
|
5,880 |
5,783 |
|
|
|
|
|
|
|
|
Consolidated and Company statement of cash flows
For the year ended 30 November 2015
|
|
|
Group |
Company |
||
|
|
|
Year ended |
Year ended |
Year ended |
Year ended |
|
|
|
30 November |
30 November |
30 November |
30 November |
|
|
|
2015 |
2014 |
2015 |
2014 |
|
|
|
£’000 |
£’000 |
£’000 |
£’000 |
|
Operating activities: |
|
|
|
|
|
|
(Loss)/profit for the year |
|
(681) |
337 |
(5) |
(222) |
|
Adjustments for: |
|
|
|
|
|
|
Depreciation, amortisation and impairment |
|
310 |
474 |
7 |
151 |
|
Finance income |
|
(21) |
(25) |
– |
– |
|
Finance expense |
|
41 |
48 |
22 |
25 |
|
Tax |
|
335 |
119 |
(25) |
(24) |
|
Losses/(gains) in investments |
|
96 |
(202) |
– |
– |
|
Non-cash adjustment for share option charge |
|
211 |
205 |
211 |
205 |
|
Decrease/(increase) in trade and other receivables |
|
15,033 |
(1,653) |
(90) |
469 |
|
(Decrease)/increase in trade and other payables |
|
(13,877) |
3,158 |
536 |
313 |
|
Increase/(decrease)in provisions |
|
1,011 |
(155) |
– |
– |
|
Decrease/(increase) in current asset investments |
|
(1,042) |
(43) |
– |
– |
|
Net cash generated from operations |
|
1,416 |
2,263 |
656 |
917 |
|
Income taxes paid |
|
(398) |
(112) |
– |
– |
|
Net cash inflows from operating activities |
|
1,018 |
2,151 |
656 |
917 |
|
Investing activities: |
|
|
|
|
|
|
Proceeds from sale of investments |
|
904 |
70 |
– |
– |
|
Interest received |
|
21 |
25 |
– |
– |
|
Acquisition of property, plant and equipment |
|
(74) |
(261) |
– |
(1) |
|
Acquisition of investments |
|
(781) |
– |
– |
– |
|
Net cash generated from/(used in) investing activities |
|
70 |
(166) |
– |
(1) |
|
Financing activities: |
|
|
|
|
|
|
Proceeds from issue of share capital |
|
360 |
132 |
328 |
113 |
|
Repayment of borrowings |
|
(175) |
(181) |
(175) |
(174) |
|
Capital element of finance leases repaid |
|
(109) |
(119) |
– |
– |
|
Issue of subordinated loan |
|
– |
– |
(350) |
(500) |
|
Interest paid |
|
(41) |
(48) |
(22) |
(25) |
|
Dividends paid |
|
(437) |
(325) |
(437) |
(325) |
|
Net cash used in financing activities |
|
(402) |
(541) |
(656) |
(911) |
|
Net increase in cash and cash equivalents |
|
686 |
1,444 |
– |
5 |
|
Cash and cash equivalents at beginning of year |
|
7,490 |
6,046 |
(5) |
(10) |
|
Cash and cash equivalents at end of year |
|
8,176 |
7,490 |
(5) |
(5) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated statement of changes in equity
For the year ended 30 November 2015
|
|
|
|
Available- |
|
|
|
|
|
|
|
Share |
Share |
for-sale |
Other |
Retained |
Treasury |
Total |
|
|
|
capital |
premium |
reserve |
reserves |
earnings |
shares |
equity |
|
|
Group |
£’000 |
£’000 |
£’000 |
£’000 |
£’000 |
£’000 |
£’000 |
|
|
Balance at 1 December 2013 |
1,185 |
6 |
7 |
982 |
11,668 |
(782) |
13,066 |
|
|
Deferred tax |
– |
– |
– |
– |
– |
– |
– |
|
|
Other comprehensive income |
– |
– |
– |
– |
– |
– |
– |
|
|
Profit after tax |
– |
– |
– |
– |
337 |
– |
337 |
|
|
Total comprehensive income |
– |
– |
– |
– |
337 |
– |
337 |
|
|
Transaction with owners |
|
|
|
|
|
|
|
|
|
Employee share option scheme |
– |
– |
– |
– |
205 |
– |
205 |
|
|
Shares options exercised |
8 |
95 |
– |
– |
10 |
19 |
132 |
|
|
Dividends |
– |
– |
– |
– |
(325) |
– |
(325) |
|
|
Balance at 30 November 2014 |
1,193 |
101 |
7 |
982 |
11,895 |
(763) |
13,415 |
|
|
Deferred tax |
– |
– |
– |
– |
– |
– |
– |
|
|
Other comprehensive income |
– |
– |
– |
– |
– |
– |
– |
|
|
Loss after tax |
– |
– |
– |
– |
(681) |
– |
(681) |
|
|
Total comprehensive income |
– |
– |
– |
– |
(681) |
– |
(681) |
|
|
Transaction with owners |
|
|
|
|
|
|
|
|
|
Employee share option scheme |
– |
– |
– |
– |
211 |
– |
211 |
|
|
Shares options exercised |
32 |
278 |
– |
– |
18 |
32 |
360 |
|
|
Dividends |
– |
– |
– |
– |
(437) |
– |
(437) |
|
|
Balance at 30 November 2015 |
1,225 |
379 |
7 |
982 |
11,006 |
(731) |
12,868 |
|
|
|
|
|
|
|
|
|
|
|
Retained earnings include £10k of ESOT reserve.
At 30 November 2015, the total number of authorised ordinary shares is 34.5million shares of 5p each (2014: 34.5 million shares of 5p each). At 30 November 2015, the total number of issued ordinary shares is 24.5 million shares of 5p each (2014: 23.9 million shares of 5p each). 646,387 shares were issued during the year (2014: 155,977), of which no shares (2014: nil) were held as Treasury.
Notes to the Financial Statements For the Year Ended 30 November 2015
1. General information
WH Ireland Group plc is a public company incorporated in the United Kingdom. The shares of the Company are listed on the Alternative Investment Market (AIM), a market operated by the London Stock Exchange Group plc. The address of its registered office is 24 Martin Lane, London, EC4R 0DR. The Group’s principal activities are described in the Strategic Report.
2. Dividends
A final dividend of 2p per share was paid during the year in respect of 2014. No dividend is proposed in respect of 2015.
3 Earnings per share (EPS)
Basic EPS is calculated by dividing the profit attributable to equity holders of the Company by the weighted average number of ordinary shares in issue during the year, excluding ordinary shares purchased by the Company and held as treasury shares.
Diluted EPS is the basic EPS, adjusted for the effect of the conversion into fully paid shares of the weighted average number of all employee share options outstanding during the year. In a year when the company presents positive earnings attributable to ordinary shareholders, antidilutive options represent options issued where the exercise price is greater than the average market price for the period.
Reconciliations of the earnings and weighted average number of shares used in the calculations are set out below:
|
|
Year ended |
Year ended |
|
|
30 November |
30 November |
|
|
2015 |
2014 |
|
|
000’s |
000’s |
|
Group |
|
|
|
Weighted average number of shares in issue during the period |
24,287 |
23,763 |
|
Effect of dilutive share options |
705 |
1,308 |
|
|
24,992 |
25,071 |
|
|
|
|
|
|
£’000 |
£’000 |
|
Earnings attributable to ordinary shareholders |
(681) |
337 |
|
|
|
|
|
Basic EPS |
|
|
|
Continuing operations |
(2.81)p |
1.42p |
|
|
|
|
|
Diluted EPS |
|
|
|
Continuing operations |
(2.81)p |
1.34p |
|
|
|
4. Events after the reporting period
In April 2014, the FCA instigated an enforcement investigation into WH Ireland Limited, the principal operating subsidiary of WH Ireland Group plc, in respect of its control procedures required by Principle 3 of the FCA Rules of Business. The investigation was in relation to the period between 1st January 2013 until 19th June 2013.
On 23rd February 2016, the FCA issued WH Ireland Group plc with a final notice which imposed a financial penalty of £1,200,000 and a restriction on the Corporate Broking Division from taking on new clients in relation to the carrying on of its regulated activities for a period of 72 days. The effect of this restriction on the performance of the Group is unknown but, as the majority of this division’s revenue is generated from its existing client base, the Directors do not believe it will be substantial.
On 23rd February 2016, WH Ireland Group plc placed 1,193,000 ordinary shares from its authorised share capital at an issue price of 90p.
On 23rd February 2016, WH Ireland Group plc subscribed for 518,425 ordinary shares in WH Ireland Limited at an issue price of £4.
5. Dispatch of Annual Report and Annual General Meeting
The annual report and accounts for the year ended 30 November 2015, including notice of the Company’s annual general meeting to be held at 10.00am on 31 March 2016 at 24 Martin Lane, London EC4R 0DR, will be dispatched to shareholders today. The report will also be available from today on the Company’s website: www.wh-ireland.co.uk
END
FR UNUWRNKAUUAR