Final Results for the Year to 31 January 2021

RNS Number : 5893G

St James House PLC

27 July 2021

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF REGULATION 11 OF THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS 2019/310.

27 July 2021

ST. JAMES HOUSE PLC

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

Final Results and Audited Annual Report and Accounts for the Year to 31 January 2021  

The Board of Directors of SJH is pleased to announce the publication of the audited annual report and accounts for the year to 31 January 2021 (the "Annual Report").

The Annual Report will be published on the Company's website in compliance with its articles of association and the electronic communications provisions of the Companies Act 2006.  A copy of the Annual Report can also be accessed through the link below.

Annual Report http://www.rns-pdf.londonstockexchange.com/rns/5893G_1-2021-7-27.pdf

Key extracts from the Annual Report can also be viewed below.

Richard Shearer, the Group CEO commented,

"As we issue our Annual Report to 31 January 2021, the Company is now pressing firmly ahead with our transformation program to focus on our core business of providing a range of products and value-added services across key currencies with broad geographic reach.

There will be a number of new announcements coming through the summer that will outline further steps in the transformation of the business. Our growth will be organic and inorganic, supported by great talent we are putting in place in the right roles after right sizing the business to build an efficient foundation. The investment that Tintra has made to date underpins that base, supported by a robust corporate governance framework that makes sure we are operating using best practice in each vertical. These activities are to form a central component that have and will form an imperative part of the business going forward as we look to scale over the coming months and years.

I look forward to continuing at the same pace with the same urgency to ultimately begin to deliver value to shareholders with a defined vision, an executable strategy and the changed management tactics to fulfil unlocked potential."

For further information, contact:

St. James House PLC Richard Shearer, CEO Website www.sjhplc.com	020 3655 5000
Allenby Capital Limited (Nomad, Financial Adviser & Broker) John Depasquale / Nick Harriss / Vivek Bhardwaj	020 3328 5656

Highlights:

· Group revenues increased by 11.6% and by 6% overall (including discontinued operations) over the last two years

· Gross Profit reduced by 24.8% overall (including discontinued operations), mainly due to an increased cost of sales connected with the implementation of Currency Cloud, a new payment platform for St Daniel House payment processing division

· Improved systems resilience delivered by the implementation of Currency Cloud, a leading provider of multi-currency payment infrastructure

· The Group focuses increasingly on higher margin business and continues to move away from legacy activities

· Steady contribution from Prize Provision Services' revenues from administration of lotteries

· Raised additional funding for working capital of £415,000 through convertible loan notes and £50,000 through a Coronavirus Bounce Back Loan from the Group's core banking provider

Chairman's Statement

My statement this year focusses on three key themes: the Group's achievements and performance in the financial year to 31 January 2021; how the Group has successfully dealt with the challenges posed by the Covid-19 pandemic and the Group's current trading position and outlook for the future.

The Group has four distinct business divisions, the majority of revenue generated by SDH.

The Group performed better in the Financial Year 2021 than in 2020:

· Group revenues increased by 11.6% and margins reduced by 24.8% across all combined divisions, including discontinued operations

· SDH increasingly focuses on higher margin business and has moved away from legacy activities

· Changes in our technology platform providers to improve the level of services and operating costs

· The divestment of the non-core business, Market Access Ops Limited

· We raised additional funding for working capital of £465,000 for the current year under review and a further £750,000 since the start of the current year

· The Group continues to increase its resilience through investment in technology

Covid-19 response

The global pandemic caused global volatility and uncertainty. People's travel and work patterns changed overnight and it remains to be seen to what extent they will revert in due course. The Group's technology and systems meant that we were very quickly able to facilitate our staff to work from home and carry out their roles very much as normal; certain staff were furloughed in whole or in part and we were able to reduce the need for redundancies. 

Consumer-related travel ceased immediately, which influenced the demand for currency cards. Richard Shearer our new Chief Executive Officer ("CEO") explains this further in his report.

Management of costs was key, given the uncertainty; while revenues have increased at a respectable rate, margins have also decreased.

Current Trading, Outlook and Transformation

The board of directors ("the Board") is pleased at the end of year results for 2021, which remained a year of transition. Since then, the Group has embarked on exciting and promising developments as part of a wholesale transformation program and the Board is optimistic about the Group's future as follows:

In March 2021, we announced a strategic financing and commercial agreement with Tintra Acquisitions Limited ("TA" or "Tintra"). This substantial investment by Tintra has progressed well with the aim that the Group will benefit from identified gaps in markets in which the Group operates today or wishes to expand into going forward. Since then, a significant amount of funding as working capital has been injected into the business, we have appointed new key directors to the Board, including a new Chief Executive Officer as below, we have written a strategic business plan for the Group which identifies the core divisions which we are now working to grow at pace, and the non-core divisions which we divest or cease to operate, we have completed a skills and people assessment to ensure we have the right people in the right roles with appropriate contracts of employment, and we have identified significant cost saving opportunities which are being deployed. We have a clear vision of the markets we wish to serve and the business model that has been developed to address those markets.

Appointment of Chief Executive Officer

On 2 July 2021, the Board was pleased to announce the appointment of Richard Shearer as the Group's Chief Executive Officer and as an Executive Director of the Company ("CEO").

Richard is the founder of Tintra Holdings Ltd ("TH"), an organisation whose primary activities are as a hybrid Family Office and investment management firm based in Dubai with subsidiaries in a number of jurisdictions which focuses on providing solutions to emerging market clients. 

Richard's role as the Group's CEO will be a full-time commitment and he has been putting in place succession arrangements for his executive activities at TH over the last quarter, where he will remain as Chairman.

Graeme Paton, the Group's previous CEO, remains as an Executive Director, with a specific focus on developing the Group's activities in merchant acquisition, as well as assisting in the orderly handover of some of his existing responsibilities to Mr Shearer.

I welcome Richard Shearer to the Board. I also extend a welcome to John Cripps who joined the Board as a Non-Executive Director on 20 April 2021 and congratulate Dan Pym on his appointment during the year as Finance Director. In particular, I thank Graeme Paton for the considerable contribution he made to the Group during his tenure as Chief Executive Officer. I am pleased that he will remain on the Board as Executive Director, and I am looking forward to working with Richard, John, Graeme and the entire Board and Management team over the forthcoming years.

Further important commitments have been made by subsidiaries of Tintra Holdings Ltd ("Tintra"), which are transformational for the Group and are described in the Chief Executive Officer's Report below.

The Directors and I would like to express our thanks to the executive and management team and all the staff who have worked tirelessly to position the Group well during this year of Covid-19 challenges.

Finally, I commend and thank Jacques Leuba for his contribution to the Group while he served on the Board and wish him well in his future ventures.

Chief Executive Officer's Report

Graeme Paton - CEO until 2 July 2021

I am pleased to report that strong progress has been made in the financial year to 31 January 2021 from a low base the previous year. During that year a number of measures were implemented to support the Company's balance sheet.

Our ambitious upgrades with regards to our technical infrastructure have all been met ensuring SDH has kept pace during a year of unprecedented evolution within the payments industry. SDH now have a suite of acquiring and payment products capable of scale as we embark on a period of growth within both traditional and emerging markets.

Despite the challenges that arose due to the Covid-19 pandemic, our business quickly mobilised towards remote working and our diverse range of products protected us from overexposure to any single revenue streams. We used the UK Government support scheme where it was right to do so and that helped us to maintain our revenues in a steady state due to the hard work of our teams. I would like to thank them for their extraordinary efforts in what has been a difficult year for many.  Further detail on Covid-19 is set out in the Risk Report below.

Since the end of the reporting period we have welcomed Tintra's investment in the Group and our embarkation on a journey that sets out to fully transform the Group's strategy and activities, its operational model and its future results. These changes are well under way and I'm very happy to be handing the responsibility of CEO over to Richard Shearer, I wish him well and continue to offer him my support.

Richard Shearer - CEO from 2 July 2021

Having recently been appointed as CEO, my commentary on the year to 31 January 2021 is as an observer only. However, understanding the Company's past is imperative to determining the best steps to get it to where it needs to be. As such my team and I have undertaken over the last 3-4 months a very deep structural analysis that has led to a 90 Day Change Management program that completed this month. As a result and as announced on 13 July 2021, this resulted in the disposal of the loss-making legal business (SFH) and cost savings through rationalisation of staffing overhead and further savings through internal efficiencies that will become evident over the second half of 2021.

The Group's new strategy has been announced to the market and we are committed to driving this new core-focused business forward to build a fintech company that stands up against the best in the marketplace.

My responsibility is to implement the Group's new medium- and long-term strategy that is defined, focused, deliverable and scalable based around a client-centric, cost-efficient model that operates with urgency of execution to set ourselves apart in a competitive marketplace. The key elements of that are:

Strategic Business Plan - this has been developed and approved by Board and will be outlined to shareholders ahead of the Company's annual general meeting on 30 July 2021 . it encompasses each of the elements detailed below. The core business proposition focuses on financial services and has considered our proposition in the context of: market and product, competitive landscape, relationships with high profile and high net worth individuals across Europe, Africa and Asia, our current regulatory licenses and the opportunity to extend these further; the opportunity for strategic acquisitions, and a strategy for both organic and inorganic business growth.

Appointment of Key Directors - as we execute on our plans for the Group, it is imperative that we have the right expertise in every role at all levels and as such, we have made key hires in our senior leadership team and at Board as Roger has explained above.

Investment of Funding as Working Capital - in order to meet the growth plans and vision that we have set out, we need to have sufficient working capital. Additional working capital (through a loan facility) has been provided, £250,000 in March 2021 and a further £500,000 on 21 July 2021 during the current financial year; the Board believes its working capital levels for the current financial year are now adequate, as it turns its focus to progressing the strategic business plan for the Group.

Divestment of Non-Core assets - having identified which of the Group's activities will be core in our go-forward business plan, we have started the process of divestment or cessation of non-core activities to allow us to focus our entire attention on our strategic activities and divisions. On 13 July 2021, the Board announced that it had entered into an agreement for the disposal of the Company's legal services subsidiary, St. Frances House Ltd. ("SFH") for a total cash consideration of £85,000. The transaction completed on 21 July 2021; it will have a positive impact on the Group's cashflow during the current financial year, with ongoing cost savings estimated at £163,000 per annum. 

Cost Savings - A comprehensive review of the Group took place, and a business plan has been prepared; this has included a full review of roles and responsibilities of employees and consultants which has been carried out across the Group and has resulted in a restructure to align salary costs with the volume of business and needs of the Group. This leads to a reduction in our annual remuneration costs of circa £250,000 (equal to around one-third of the total remuneration costs of the reviewed roles).

Historically the business recruited consultants to execute key roles, however, going forward all personnel will be salaried and supported by independent non-executive directors further in line with the revised strategy of the Group and in line with best practice.

The combined cost reductions total around £415,000 will "right size" the business for its current operation and will allow the business to operate more efficiently as the business prepares for future growth.  The Board intends to provide further details of its growth strategy ahead of the Company's annual general meeting to be held on 30 July 2021.

Rebranding - the identity of our Group needs to have international meaning in our strategic business plan, so it has the opportunity to become internationally significant and recognisable. For that purpose we intend, with shareholders' approval, to rebrand the Group to Tintra PLC. This will allow the recognition of the brand in the countries in which Tintra has long standing relationship and brand affinity.

Right People in the Right Roles - we have completed a skills assessment and needs analysis to identify the best opportunity for and value from the talent we have amongst our existing staff, to create a high-performance culture in the group with objectives and responsibilities clearly set out. This analysis has identified some gaps which we are in the process of recruiting currently. By September 2021 the Group expects to strengthen the management team of its payment services division, and is seeking to appoint a Business Development Director, Head of Operations and an Internal Operations Manager all in line with the growth strategy detailed in the business plan.

Strong Corporate Governance - to support the enhanced Board and senior management team, we have and will continue to appoint well respected firms as our corporate advisors. In July 2021, DLA Piper, a multinational law firm with offices in more than 40 countries and Bruce Wallace Associates Ltd, a respected firm of chartered secretaries, were engaged by the Group to provide Legal and Advisory, and Corporate Governance and Risk Management services respectively. Further appointments will be made as we progress our strategic business plan.

There are a number of further announcements that will be made during the summer that relate to the matters set out above and others that are to be announced in due course. I look forward to continuing at the same pace with the same urgency to deliver value to shareholders with a clear vision, an executable strategy and the changed management tactics to grow the business.

Finance Director's Report

Comments on Key Trading

To provide context to these Financial Statements, I am pleased to set out major developments within the Group in the year to 31 January 2021. I also provide a summary of Post Balance Sheet events since that date, all of which have been announced previously through regulatory news service announcements, details of which can be found on our website .

The Group reacted quickly to the Covid-19 program and, due to the nature of its revenue streams, did not see a significant change in its revenue. We continued to manage our costs downwards and we were able to continue to develop our systems architecture during this period to assist in our future growth.

Performance of divisions of the Group is as follows:

 

St. Daniel House Limited

SDH (including the business streams previously reported in other group companies)has continued to improve both its services and performance, through 2020 and into 2021 having launched new FX and Multi-Currency accounts. It successfully migrated its card management programs to a new provider and has delivered further improvements to its payment card processing services.  Income from payments activities during the year to 31 January 2021 was £354,000 (2020: £298,000), with the increase in revenue driven by new account openings and FX.

Prize Provision Services Limited

During the Covid-19 lockdowns, entries into the lotteries administered by PPS remained steady despite clients' face-to-face promotion of their lotteries being constrained. Lotteries remain one of the most reliable and robust forms of fundraising, which supports PPS' focus on client and player acquisition over the coming year. In summary PPS's revenues rose from £691,000 to £701,000 and a loss of £46,000 for the year ended 31 Jan 2021 (2020: Loss of £43,000).

St Frances House

The exploration of the opportunity to create complementary revenue streams through legal claims activity led to the formation of a new division, St. Frances House. SFH was created as an entirely new entity to avoid any encumbrance or liability of the entity which was to service the legal case assets which SFH went on to acquire. SFH entered into its own lease agreements in Liverpool and staff who had previously worked by SFH's servicer entered into new employment contracts with SFH. Development of this legal claims business commenced in July 2020 with investment in new cases on a monthly basis. See the Post Balance Sheet note below.

Post balance sheet events

Funding and restructuring of shares

On 30 June 2020 the company announced that it had entered into an agreement with a number of individuals including existing shareholders to enter into an unsecured convertible loan note issue for a total amount of £415,000 and £50,000 as a Coronavirus Bounce Back Loan to improve the working capital position of the Group.

This was necessary in order to replace the proposed investment from Auxilum Investere SJ Ltd, a UK company controlled by Michael and Linda Peters, which by May 2020 had become clear was unlikely to be delivered as set out in the Group's Report and Accounts for the year to 31 January 2020.

Lottery Services

Entries into the lotteries administered by Prize Provision Services Ltd remain steady as the country prepares for Covid-19 restrictions to be eased. Easing of restrictions is regarded as positive as clients will be able to promote their lotteries with face-to-face interaction.

Payment Services

For the period 25 February 2021 to 22 March 2021 growth continued in the payments division, with GBP: USD FX pair transactions growing an additional 14% in volume compared to the period 27 January to 25 February 2021. The Group saw further improvements in transaction activity in both Euro and GBP, increasing 168% and 82% respectively, driven by continuing up take of services rolled out to existing customers.

Customers using Prepaid Cards following the relaunch has been consistent with previous usage, with the revamped prepaid services being integrated to the Banking as a Service ("BaaS") offering that is now ready for launch. The planned marketing campaigns expect growth in customer acquisitions on Cards and Accounts through 2021.

The merchant services group completed work with the two international payment service providers, previously announced, developing and integrating the appropriate suite of services to meet their needs.

Restructuring of Payment Division

During 2020, the Group's card issuing, and e-wallet activities remained within its Market Access Ltd subsidiary ("MA").  However, the institution used by MA to issue cards and the associated e-wallet services has withdrawn from the European market.  On 23 March 2021, the Board announced it had concluded that it would be beneficial to integrate the pre-paid card issuing and e-wallet offered by its new service provider with SDH's merchant and multicurrency account services in order to service our European and international client base.  MA has no ongoing trading activities.

The Board agreed to sell MA to MDC Nominees Limited ("MDC") for 1.00 (the "Disposal").  MDC has previously acquired other subsidiaries involved in payments from SJH and has an existing commercial and creditor arrangement with SJH, as announced 12 July 2018 and updated on 6 February 2020 (the "MA Announcements").  MA will form part of that existing contractual arrangement and MDC, which is expected to utilise the legacy platform for its "non-conforming" customers, as set out in the MA Announcements.

Tintra Acquisitions Limited

On 25 March 2021, the Board announced that it had entered into a strategic financing and commercial investment agreement with Tintra Acquisitions Limited, a special purpose vehicle formed for this purpose, which included options to acquire a significant shareholding in the Company. 

Financing

TA agreed to provide a convertible loan facility to SJH (the "Loan Facility") on an unsecured basis over a two-year term. £250,000 was invested in March 2021 and a further £500,000 on 21 July 2021 totalling £750,000 to the date of the issue of this report. In consideration for entering into the Agreement, Tintra were issued two options to acquire Ordinary Shares. Full of this agreement are set out in note 23 of the financial statement.

Commercial Agreement

Tintra and SJH have identified strategies that will allow for a range of 'FinTech' services to be delivered through the systems and infrastructure that SJH has developed in recent years, to grow those systems in line with identified gaps in the market and to produce a sales and marketing system that will deliver the current offering of SJH products to existing and new markets in more effective ways. The transaction will also provide to SJH broader management services, focused on marketing, business development, market intelligence and strategy. (Together, the "Management Services".)

Under the Agreement, Tintra shall licence to the Group the use of the Tintra Brand for a period of ten years (the "Licence"), which SJH shall have the right to renew in perpetuity at a cost of 1.00 per annum if Tintra retain a holding of Ordinary Shares greater than 5%, or at normal commercial terms if the shareholding is below this level.

Tintra will have the right to appoint two members to the Board (or other senior positions) for as long as Tintra holds at least 5 per cent of the issued Ordinary Shares of the Company, subject to the normal requirements for an AIM-quoted company (the "Appointees").  These appointments have been made as discussed earlier in this report.

The remuneration of the Appointees paid by SJH shall be set at a nominal 1.00 each per annum, and it is agreed that otherwise the services of the Appointees shall be included in the Management Services and the Appointees shall also hold a contractual relationship with Tintra.  Tintra shall provide the Management Services for an initial period of two years in return for the consideration set out below, with no further consideration payable during this initial period, and that following the expiry of which it is anticipated that they will continue to provide Management Services on commercial terms reflective of the financial position of the Group at the time. 

As part of the agreement, Tintra intends to maintain its holding of issued Ordinary Shares at below 30%. Further details of the agreement are set out in note 23 of the Financial Statements.

Divestment of the St Frances House legal services division

As of 24th March 2021, St Frances House Ltd had invested in 263 active cases, a further 27 cases had reached settlement in the period from 25 February 2021 to 22 March 2021, and 22 new cases had been added. The restrained caseload meant that the business was losing an average of £12,500 per month; the business would need a substantial investment to reach critical mass and, coupled with the Group's go-forward focus on core activities, that the Board resolved on 13 July 2021 to divest SFH to its management. The staff that were related to SFH have moved with the divested entity which represents a cost saving of more than £100,000 per year to the Group.

Independent Auditor's Report to the Members of St James House plc (Partial Extract)

1.  Our opinion is unmodified   

For the purpose of this report, the terms "we" and "our" denote MHA MacIntyre Hudson in relation to UK legal, professional and regulatory responsibilities and reporting obligations to the members of St James House plc. For the purposes of the table on page 35 of the financial statement that sets out the key audit matters and how our audit addressed the key audit matters, the terms "we" and "our" refer to MHA MacIntyre Hudson and/or our component teams. The Group financial statements, as defined below, consolidate the accounts of St James House PLC and its subsidiaries (the "Group"). The "Parent Company" is defined as St James House plc. The relevant legislation governing the Parent Company is the United Kingdom Companies Act 2006 ("Companies Act 2006").

We have audited the financial statement of St James House PLC which comprise;

· Consolidated Statement of Profit and Loss andComprehensive income for the year ended 31 January 2021.

· Consolidated Balance sheet at 31 January 2021.

· Consolidated Statement of Changes in Equity for the year ended 31 January 2021.

· Consolidated Statement of Cashflows for the year ended 31 January 2021.

· Notes 1 to 28 of the Group financial statements, including accounting policies

· Company Statement of Financial position at 31 January 2021.

· Company Statement of Changes in Equity for the year ended 31 January 2021.

· Company Notes 1 to 13 of the Group financial statements, including 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) in conformity with the requirements of the Companies Act 2006. The financial reporting framework that has been  applied  in  the  preparation  of  the  parent  company  financial  statements  is  applicable  law  and  United Kingdom  Accounting  Standards,  including  FRS  102  The Financial Reporting Standard applicable in the UK and Republic of Ireland (United  Kingdom Generally Accepted Accounting Practice).

In our opinion: 

· the financial statements give a true and fair view of the state of the Group's affairs as at 31 January 2021 and of the Group's profit for the year then ended; 

· the Group financial statements have been properly prepared in accordance with International Financial Reporting Standards in conformity with the requirements of the Companies Act 2006;

· the Parent Company financial statements have been properly prepared in accordance with UK accounting standards, including FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland; and 

· the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.

Our opinion is consistent with our reporting to the Audit Committee.

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 ethical responsibilities in accordance with those requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

2.  Material uncertainty related to going concern

We draw attention to note 1.4 to the financial statements which describes the Directors' opinion ofthe Group's ability to continue as a going concern. This depends on the improvement in revenue, profit and cash inflows. The Group's restructuring work remains in progress and, as such, these events and conditions represent a material uncertainty on the Group's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

The Directors have undertaken a significant restructuring of the Payment Processing business during the year to 31 January 2021 as a critical part of the Group's strategy. As a result of the challenges faced by the business in recent periods, and as a result of this restructuring started in the prior year, the Group remained in the relatively early phases of its revised longer-term strategy and has generated further losses in the year ended 31 January 2021 and subsequently.

The Directors have prepared cash flow projections for the period to 31 July 2022, which indicate that the Group will generate revenues, profit and cash inflows in that period. In particular, the projections demonstrate that the Group will be able to address current cash flow shortfalls, and that it will be able to meet its liabilities as they fall due for the foreseeable future. 

The financial statements explain how the Directors have formed a judgement that it is appropriate to prepare the accounts of the Group on a going concern basis.

As this assessment involves a consideration of future events there is a risk that the judgement is inappropriate.

Furthermore, clear and full disclosure of the facts and the directors' rationale for the use of the going concern basis of preparation, including that there is a related material uncertainty, is a key financial statement disclosure. Auditing standards require such matters to be reported as a key audit matter.

In auditing the financial statements, we have concluded that the director's use of the going concern basis of

accounting in the preparation of the financial statements is appropriate. Our evaluation of the directors' assessment of the entity's ability to continue to adopt the going concern basis of accounting included. In order to evaluate management's assessment and key observations the following procedures were carried out;

· Personnel interviews: inquiring of senior management and challenging the assumptions used in the Directors' forecast models, in particular those relating to forecast revenue, and corroborating these against available evidence by inspecting agreements signed with new and existing customers;

· Sensitivity analysis: we assessed reasonably possible downside scenarios that would result in the cash flow falling below operating expense requirements and considered whether they could be considered to be reasonably possible; and

· Assessing transparency: Assessing the going concern disclosure for clarity, including that there is disclosure of a material uncertainty.

Consolidated Statement of Profit and Loss and Other Comprehensive Income

for year ended 31 January 2021

		2021	2020
		£000	£000
Continuing operations
Revenue		1,104	873
Cost of sales		(859)	(547)
Gross profit		245	326
Administrative expenses
Other		(1,771)	(2,153)
Impairment of intangible assets		-	(784)
Impairment of financial assets		(474)	(1,059)
Total administrative expenses		(2,245)	(3,996)
Operating loss		(2,000)	(3,670)
Finance expenses		(26)	(4)
Loss before tax		(2,026)	(3,674)
Loss for the year from continuing operations		(2,026)	(3,674)
Discontinuing operations
Loss from discontinued operations, net of tax		2,010	(592)
		______	______
Loss for the year		(16)	(4,266)
Other comprehensive income/(loss)
Items that will not be reclassified to profit or loss:
Revaluation of equity investment - Soccerdome		-	(213)
Other comprehensive loss for the year, net of income tax		-	(213)
Total comprehensive loss for the year		(16)	(4,479)

Loss per share
Basic loss per ordinary share (pence per share)		(0.43)	(138)
Diluted loss per ordinary share (pence per share)		(0.43)	(138)
Loss per share from continuing operations
Basic loss per ordinary share (pence per share)		(54)	(119)
Diluted loss per ordinary share (pence per share)		(54)	(119)
Earnings per share from discontinued operations
Basic earnings per ordinary share (pence per share)		54	(19)
Diluted earnings per ordinary share (pence per share)		54	(19)

All of the loss for the period is attributable to equity holders of the Group.

Consolidated Balance Sheet

At 31 January 2021 

		2021	2020
		£000	£000
Non-current assets
Property, plant and equipment		34	8
Goodwill		158	158
Other intangible assets		15	23
Investments in equity instruments		-	-
Investments in debt instruments		1,247	1,124
Total non-current assets		1,454	1,313
Current assets
Trade and other receivables		497	1,160
Cash and cash equivalents		932	336
Total current assets		1,429	1,496
Total assets		2,883	2,809
Current liabilities
Trade and other payables		3,696	4,411
Bank and other borrowings		7	6
Total current liabilities		3,703	4,417
Non-current liabilities
Trade and other payables		310	310
Bank and other borrowings		383	-
Total liabilities		4,396	4,727
Net liabilities		(1,513)	(1,918)
Equity attributable to equity holders of the Group
Share capital		3,127	3,116
Share premium		3,277	3,020
Other reserves		100	-
Retained earnings		(8,017)	(8,054)
Total equity attributable to equity holders of the Group		(1,513)	(1,918)

Consolidated Cash Flow Statement

for year ended 31 January 2021

		2021	2020 as restated
Cash flows from operating activities		£000	£000
Profit/(Loss) before tax
Continuing operations		134	(3,674)
Discontinued operations		(150)	(592)
		37	(4,266)
Adjustments for:
Depreciation and amortisation		13	347
Impairments of intangibles		-	784
Impairment of goodwill		-	751
Impairment of trade and other receivables		474	308
Financial expenses		26	4
Fair value adjustments		(147)	(121)
(Gain)/Loss on disposal of fixed assets		(5)	10
(Gain) on disposals of subsidiaries		(2,160)	-
IFRIC 19 charge		53	-
Movement in working capital:
Decrease/(Increase) in trade and other receivables		189	(210)
(Decrease)/Increase in trade and other payables		1,881	2,355
Cash generated by operations		308	(38)
Interest paid		-	(4)
Net cash from operating activities		308	(42)
Cash flows from investing activities:
Acquisition of property, plant and equipment		(1)	(1)
Acquisition of intangible assets		-	(37)
Net cash on acquisitions		-	45
Cash in repayment of debt instrument		25	-
Net cash used in investing activities		24	7
Cash flows from financing activities:
Lease payments		(7)
Net cash from loan notes		221	-
Net cash from bank loans		50	-
Net cash used in financing activities		264	-
Net (decrease)/increase in cash and cash equivalents		596	(35)
Cash and cash equivalents at start of period		336	371
Cash and cash equivalents at end of period		932	336

 

END

 

 

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