Results For Year Ended 31 March 2018

RNS Number : 6736S
Tavistock Investments PLC
27 June 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

 

 

 

 

(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.


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