PREMIER MITON GROUP PLC
FULL YEAR RESULTS FOR THE YEAR ENDED 30 SEPTEMBER 2020
Premier Miton Group plc ('Premier Miton', 'Company' or 'Group'), the AIM quoted fund management group, today announces its final results for the year ended 30 September 2020.
Highlights
· £10.6 billion closing Assets under Management 4 ('AuM') (2019: £6.6 billion)
· £11.6 billion closing AuM as at 20 November 2020 (unaudited)
· Net outflows of £619 million for the year
· Adjusted profit before tax 1,4 of £22.4 million (2019: £19.0 million)
· Adjusted earnings per share 2,4 of 12.46 pence (2019: 15.10 pence)
· Profit before tax 3 of £9.6 million (2019: £13.7 million)
· Cash balances totalled £36.0 million at 30 September 2020 (2019: £20.7 million)
· Final proposed dividend of 4.5 pence per share (2019: 5.4 pence per share)
Notes
(1) Adjusted profit before tax is calculated before the deduction of taxation, amortisation, share-based payments, merger related costs and exceptional costs. Reconciliation included within the Financial Review section.
(2) Adjusted earnings per share is calculated before the deduction of amortisation, share-based payments, merger related costs and exceptional costs.
(3) Merger related costs totalled £4.5 million during the year (2019: nil).
(4) These are Alternative Performance Measures ('APMs').
Mike O'Shea, Chief Executive Officer of Premier Miton Group, commented:
ENDS
For further information, please contact:
Premier Miton Group plc Mike O'Shea (Chief Executive Officer)
|
01483 306 090 |
Numis Securities Limited (NOMAD and Broker) Huw Jeremy / Charles Farquhar |
020 7260 1000 |
|
|
Liberum Capital Limited (Joint Broker) Richard Crawley / Jamie Richards |
020 3100 2000 |
|
|
Smithfield Consultants (Financial PR) John Kiely / Andrew Wilde |
020 3047 2544 |
Mike O'Shea
Chief Executive Officer
25 November 2020
|
2020 £m |
2019 £m |
% Change |
Net revenue |
66.8 |
48.6 |
37.4 |
Administrative expenses |
(44.4) |
(29.6) |
50.0 |
Adjusted profit before tax * |
22.4 |
19.0 |
18.0 |
Amortisation |
(4.5) |
(1.5) |
|
Share-based payments |
(3.6) |
(2.6) |
|
Merger related costs |
(4.5) |
- |
|
Exceptional costs |
(0.2) |
(1.2) |
|
Profit before tax |
9.6 |
13.7 |
(29.9) |
* This is an Alternative Performance Measure ('APM').
Net revenue
|
2020 £m |
2019 £m |
% Change |
Net management fees 1 |
66.6 |
48.4 |
37.6 |
Other income |
0.2 |
0.2 |
- |
Net revenue |
66.8 |
48.6 |
37.4 |
Average AuM 2 |
10,110 |
6,695 |
51.0 |
Net management fee margin 3 (bps) |
65.9 |
72.3 |
(8.9) |
1 Being gross management fee income less trail/rebate expenses and the cost of fund accounting and external ACD fees for the former Miton fund range
2 Average AuM is calculated based on monthly closing AuM
3 Net management fee margin represents net management fees divided by the average AuM
|
2020 £m |
2019 £m |
% Change |
Fixed staff costs |
16.7 |
9.9 |
68.7 |
Variable staff costs |
10.9 |
6.4 |
70.3 |
Overheads and other costs |
15.5 |
13.1 |
18.3 |
Depreciation - fixed assets |
0.6 |
0.2 |
200 |
Depreciation - leases |
0.7 |
- |
N/a |
Administration expenses |
44.4 |
29.6 |
50.0 |
Piers Harrison
Chief Financial Officer
25 November 2020
|
Unit |
Used in management appraisals |
Aligned with shareholder |
Strategic KPI |
Adjusted profit before tax (described in 2019 as 'underlying earnings before tax') Definition: Profit before taxation, amortisation, share-based payments, merger related costs and exceptional costs.
Purpose: Except for the above costs, this encompasses all operating expenses in the business, including fixed and variable staff cash costs. Provides a proxy for cash generated and is the key measure of profitability for management decision making. |
£ |
• |
• |
• |
Adjusted profit margin Definition: Adjusted profit before tax divided by net revenue.
Purpose: Used to determine the efficiency of operations and the ratio of operating expenses to revenues generated in the year. |
% |
• |
• |
• |
Cash generated from operations Definition: Profit before taxation adjusted for the effects of transactions of a non-cash nature, any deferrals or accruals and items of income or expense associated with investing or financing cash flows.
Purpose: Provides a measure in demonstrating the amount of cash generated from the Group's ongoing regular business operations. |
£ |
|
• |
|
AuM Definition: The value of assets that are managed by the Group.
Purpose: Management fee income is calculated based on the level of AuM managed. The AuM managed by the Group is used to measure the Group's relative size against the industry peer group. |
£ |
• |
• |
• |
Net management fee Definition: The net revenue of the Group. Calculated as gross management fee income, less the cost of fund accounting, external ACDs and any enhanced fee arrangements.
Purpose: Provides a consistent measure of the profitability of the Group and its ability to grow and retain clients, after removing amounts paid to third parties. |
£ |
|
• |
|
Net management fee margin Definition: Net management fees divided by average AuM.
Purpose: A measure used to demonstrate the blended fee rate earned from the AuM managed by the Group. A basis point ('bps') represents one hundredth of a per cent, this measure is used within the asset management sector and provides comparability of the Group's net revenue generation. |
bps |
• |
• |
|
Adjusted earnings per share (basic) Definition: Profit after tax excluding amortisation, share-based payments, merger related costs and exceptional costs, divided by the weighted average number of shares in issue in the year.
Purpose: Provides a clear measure to shareholders of the profitability of the Group from its underlying operations. The exclusion of amortisation, share-based payments, merger related costs and exceptional items provides a consistent basis for comparability of results year on year. |
p |
• |
• |
• |
Financial Statements
Consolidated Statement of Comprehensive Income
for the year ended 30 September 2020
|
Notes |
2020 £000 |
2019 £000 |
Revenue |
3 |
77,721 |
52,821 |
Fees and commission expenses |
|
(10,948) |
(4,235) |
Net revenue |
|
66,773 |
48,586 |
Administration costs |
|
(44,408) |
(29,617) |
Share-based payment expense |
15 |
(3,581) |
(2,551) |
Amortisation of intangible assets |
9 |
(4,517) |
(1,522) |
Merger related costs |
4 |
(4,467) |
- |
Exceptional items |
4 |
(216) |
(1,178) |
Operating profit |
|
9,584 |
13,718 |
Finance revenue |
|
20 |
- |
Profit for the year before taxation |
|
9,604 |
13,718 |
Taxation |
7 |
(3,714) |
(2,696) |
Profit for the year after taxation attributable to equity holders of the parent |
|
5,890 |
11,022 |
|
|
pence |
pence |
Basic earnings per share |
8 |
4.14 |
10.82 |
Diluted earnings per share |
8 |
4.00 |
10.44 |
No other comprehensive income was recognised during 2020 or 2019. Therefore, the profit for the year is also the total
comprehensive income.
All of the amounts relate to continuing operations.
Consolidated Statement of Changes in Equity
for the year ended 30 September 2020
|
Notes |
Share capital £000 |
Merger reserve £000 |
Own shares held by an EBT 000 |
Capital redemption reserve 000 |
Retained earnings £000 |
Total £000 |
At 1 October 2018 |
|
50 |
- |
(4,047) |
4,532 |
44,733 |
45,268 |
Profit for the year |
|
- |
- |
- |
- |
11,022 |
11,022 |
Purchase of own shares held by an EBT |
|
- |
- |
(2,897) |
- |
- |
(2,897) |
Share-based payment expense |
|
- |
- |
- |
- |
2,551 |
2,551 |
Equity dividends paid |
|
- |
- |
- |
- |
(10,618) |
(10,618) |
At 30 September 2019 |
|
50 |
- |
(6,944) |
4,532 |
47,688 |
45,326 |
Profit for the year |
|
- |
- |
- |
- |
5,890 |
5,890 |
Issue of share capital on merger |
9 |
10 |
94,312 |
- |
- |
- |
94,322 |
Purchase of own shares held by an EBT |
|
- |
- |
(2,669) |
- |
- |
(2,669) |
Shares issued to EBT as part of the merger |
|
- |
- |
(5,178) |
- |
- |
(5,178) |
Exercise of options |
|
- |
- |
142 |
- |
(15) |
127 |
Share-based payment expense |
15 |
- |
- |
- |
- |
3,581 |
3,581 |
Deferred tax direct to equity |
|
- |
- |
- |
- |
(6) |
(6) |
Equity dividends paid |
16 |
- |
- |
- |
- |
(11,699) |
(11,699) |
At 30 September 2020 |
|
60 |
94,312 |
(14,649) |
4,532 |
45,439 |
129,694 |
Consolidated Statement of Financial Position
as at 30 September 2020
|
Notes |
2020 £000 |
2019 £000 |
Non-current assets |
|
|
|
Goodwill |
9 |
70,948 |
15,597 |
Intangible assets |
9 |
32,234 |
11,957 |
Other investments |
|
100 |
- |
Property and equipment |
|
2,385 |
874 |
Right-of-use assets |
|
2,414 |
- |
Deferred tax asset |
7 |
1,599 |
1,111 |
Trade and other receivables |
10 |
367 |
- |
|
|
110,047 |
29,539 |
Current assets |
|
|
|
Financial assets at fair value through profit and loss |
|
2,697 |
827 |
Trade and other receivables |
10 |
44,409 |
49,038 |
Cash and cash equivalents |
11 |
35,992 |
20,689 |
|
|
83,098 |
70,554 |
Total assets |
|
193,145 |
100,093 |
|
|
|
|
Current liabilities |
|
|
|
Trade and other payables |
12 |
(53,046) |
(52,883) |
Current tax liabilities |
|
(2,948) |
(1,884) |
Lease liabilities |
|
(857) |
- |
|
|
(56,851) |
(54,767) |
Non-current liabilities |
|
|
|
Provisions |
13 |
(389) |
- |
Deferred tax liability |
7 |
(4,152) |
- |
Lease liabilities |
|
(2,059) |
- |
Total liabilities |
|
(63,451) |
(54,767) |
Net assets |
|
129,694 |
45,326 |
|
|
|
|
Equity |
|
|
|
Share capital |
14 |
60 |
50 |
Merger reserve |
9 |
94,312 |
- |
Own shares held by an Employee Benefit Trust |
|
(14,649) |
(6,944) |
Capital redemption reserve |
|
4,532 |
4,532 |
Retained earnings |
|
45,439 |
47,688 |
Total equity shareholders' funds |
|
129,694 |
45,326 |
for the year ended 30 September 2020
|
Notes |
2020 £000 |
2019 £000 |
Cash flows from operating activities: |
|
|
|
Profit for the year |
|
5,890 |
11,022 |
Adjustments to reconcile profit to net cash flow from operating activities: |
|
|
|
Tax on continuing operations |
7 |
3,714 |
2,696 |
Finance revenue |
|
(20) |
- |
Interest payable on leases |
|
93 |
- |
Depreciation - fixed assets |
|
617 |
224 |
Depreciation - leases |
|
689 |
- |
Gain on sale of financial asset at fair value through profit and loss |
|
(13) |
(19) |
Loss/(gain) on revaluation of financial assets at fair value through profit and loss |
|
6 |
(7) |
Loss on disposal of property and equipment |
|
- |
327 |
Increase in employee benefit liability |
|
1,182 |
- |
Purchase of plan assets (held for employee benefit liability) |
|
(1,182) |
- |
Amortisation of intangible assets |
9 |
4,517 |
1,522 |
Share-based payment expense |
15 |
3,581 |
2,551 |
Decrease in trade and other receivables |
|
8,479 |
4,671 |
Decrease in trade and other payables |
|
(19,533) |
(5,058) |
Cash generated from operations |
|
8,020 |
17,929 |
Income tax paid |
|
(3,226) |
(4,182) |
Net cash flow from operating activities |
|
4,794 |
13,747 |
Cash flows from investing activities: |
|
|
|
Interest received |
|
20 |
- |
Acquisition of assets at fair value through profit and loss |
|
(12,166) |
(4,229) |
Proceeds from disposal of assets at fair value through profit and loss |
|
10,304 |
4,338 |
Purchase of property and equipment |
|
(138) |
(426) |
Cash acquired on merger |
9 |
27,296 |
- |
Net cash flow from investing activities |
|
25,316 |
(317) |
Cash flows from financing activities: |
|
|
|
Lease payments |
|
(566) |
- |
Exercise of options |
|
127 |
- |
Purchase of own shares held by an EBT |
|
(2,669) |
(2,897) |
Equity dividends paid |
|
(11,699) |
(10,618) |
Net cash flow from financing activities |
|
(14,807) |
(13,515) |
Increase/(decrease) in cash and cash equivalents |
|
15,303 |
(85) |
Cash and cash equivalents at the beginning of the year |
|
20,689 |
20,774 |
Cash and cash equivalents at the end of the year |
11 |
35,992 |
20,689 |
For the year ended 30 September 2020
1. Authorisation of financial statements and statement of compliance with IFRS
The Consolidated Financial Statements of Premier Miton Group plc (the 'Company') and its subsidiaries (the 'Group') for the year ended 30 September 2020 were authorised for issue by the Board of Directors on 25 November 2020 and the Consolidated Statement of Financial Position was signed on the Board's behalf by Mike O'Shea and Piers Harrison. The Company is a public limited company incorporated and domiciled in England and Wales. The Company's ordinary shares are traded on AIM.
This financial information does not constitute statutory accounts but has been extracted from the statutory accounts for the years ended 30 September 2020 and 30 September 2019 on which unqualified audit reports, which did not contain a statement under s498(2) or s498(3) of the Companies Acts 2006, have been issued. The statutory accounts for the year ended 30 September 2019 were posted to shareholders on 16 December 2019 and delivered to the Registrar on 6 January 2020. The results announcement has been approved for issue by the Board of Directors on 25 November 2020.
Copies of the Annual Report and Accounts will be posted to shareholders and published on the Group's website premiermiton.com on 14 December 2020.
The Company's Annual General Meeting which will be held at 10.00am on 3 February 2021 at the registered office of the Company, Eastgate Court, High Street, Guildford, Surrey, GU1 3DE.
2. Accounting policies
Basis of preparation
The Consolidated Group Financial Statements for the year ended 30 September 2020 have been prepared in accordance with
IFRS. The Consolidated Financial Statements have been prepared on a going concern basis, under the historical cost convention, as modified by the revaluation of financial assets and financial liabilities measured at fair value through profit or loss. Costs are expensed as incurred. The Consolidated Financial Statements are presented in Sterling and all values rounded to the nearest thousand pounds (£000).
The Directors have assessed the prospects of the Group over a period of three years after the balance sheet date, rather than the 12 months required by the Going Concern provision. This assessment has been made after considering the impact of COVID-19 on the business. The Directors note that the Group has no external borrowings and maintains significant levels of cash reserves.
This results announcement contains certain forward-looking statements with respect to the financial condition, results of operations and businesses and plans for Premier Miton Group plc. These statements and forecasts involve risk and uncertainty because they relate to events and depend upon circumstances that have not yet occurred. There are several different factors that could cause actual results or developments to differ materially from those expressed or implied by these forward-looking statements. Nothing in this statement should be construed as a profit forecast or be relied upon as a guide to future performance.
Segmental reporting
The Group operates a single business segment of asset management for reporting and control purposes.
IFRS 8 Operating Segments requires disclosures to reflect the information which Group management uses for evaluating performance and the allocation of resources. The Group is managed as a single asset management business and as such, there are no additional operating segments to disclose.
Under IFRS 8, the Group is also required to make disclosures by geographical segments. As Group operations are solely in the UK and Channel Islands, there are no additional geographical segments to disclose.
Revenue recognised in the Consolidated Statement of Comprehensive Income is analysed as follows:
|
2020 £000 |
2019 £000 |
Management fees |
77,506 |
52,624 |
Commissions |
7 |
16 |
Other income |
208 |
181 |
Total Revenue |
77,721 |
52,821 |
All revenue is derived from the UK and Channel Islands.
4. Exceptional items and merger related costs
Recognised in arriving at operating profit from continuing operations:
|
2020 £000 |
2019 £000 |
Fund development costs |
52 |
- |
Staff redundancy costs |
- |
44 |
Component of FCA FSCS levy |
- |
397 |
Connect development costs |
164 |
410 |
Office refurbishment PPE write off |
- |
327 |
Total exceptional costs |
216 |
1,178 |
Merger related costs |
2,560 |
- |
Merger employment restructuring costs |
1,907 |
- |
Total merger related costs |
4,467 |
- |
Exceptional items are those items of income and expense, which are considered not to be incurred in the normal course of business of the Group's operations, and because of the nature of the events giving rise to them, merit separate presentation to allow shareholders to understand better the elements of financial performance in the year.
FCA FSCS levy costs in the year totalling £1,089,653 have been presented within administration expenses, of this cost, £318,627 related to the former Miton regulated entities. In 2019, the comparative costs were presented as exceptional as a result of rising significantly due to the increased levels of compensation paid by the FSCS and the inclusion of an amount invoiced in 2019 by the FCA but related to the previous year. Connect development costs relate to external consultants who have been deployed on the testing of the Connect platform during the development stage prior to launch.
Merger related costs in the year totalling £2,560,242 represented legal and professional fees associated with the merger with Miton Group plc of £1,687,116 and merger integration costs of £873,126.
Employment restructuring costs arising as a result of the merger totalled £1,906,618 of which £1,900,618 related to redundancy costs and £6,000 of associated legal costs.
5. Operating profit
(a) Operating profit is stated after charging:
|
Notes |
2020 £000 |
2019 £000 |
Auditor's remuneration |
5(b) |
511 |
485 |
Staff costs |
6 |
29,978 |
18,234 |
Operating lease payments - rent |
|
- |
394 |
Interest - leases |
|
93 |
- |
Amortisation of intangible assets |
|
4,517 |
1,522 |
Exceptional items |
4 |
216 |
1,178 |
Merger related costs |
4 |
4,467 |
- |
Depreciation - fixed assets |
|
617 |
224 |
Depreciation - leases |
|
689 |
- |
(b) Auditor's remuneration:
The remuneration of the auditors is analysed as follows:
|
|
2020 £000 |
2019 £000 |
Audit of Company |
|
75 |
52 |
Audit of subsidiaries |
|
188 |
69 |
Total audit |
|
263 |
121 |
Audit-related assurance services |
|
95 |
101 |
- Tax compliance services |
|
38 |
40 |
- Services related to corporate finance transactions not covered above |
|
- |
181 |
- Other non-audit services not covered above |
|
115 |
42 |
Total other non-audit services |
|
153 |
263 |
Total non-audit services |
|
248 |
364 |
Total fees |
|
511 |
485 |
6. Staff costs
Staff costs, including Directors, during the year were as follows:
|
|
2020 £000 |
2019 £000 |
Salaries, bonus and performance fee share |
|
22,471 |
13,387 |
Social security costs |
|
3,085 |
1,722 |
Share-based payments |
|
3,581 |
2,551 |
Other pension costs |
|
841 |
574 |
Total staff costs |
|
29,978 |
18,234 |
The average monthly number of employees of the Group during the year was made up as follows:
|
|
2020 number |
2019 number |
Directors |
|
7 |
6 |
Investment management |
|
44 |
29 |
Sales and marketing |
|
38 |
29 |
Finance and systems |
|
13 |
7 |
Legal and compliance |
|
11 |
7 |
Administration |
|
37 |
30 |
Total employees |
|
150 |
108 |
7. Taxation
(a) Tax recognised in the Consolidated Statement of Comprehensive Income
|
2020 £000 |
2019 £000 |
Current income tax: |
|
|
UK corporation tax |
4,326 |
3,025 |
Current income tax charge |
4,326 |
3,025 |
Adjustments in respect of prior periods |
(82) |
238 |
Total current income tax |
4,244 |
3,263 |
Deferred tax: |
|
|
Origination and reversal of temporary differences |
(536) |
37 |
Adjustments in respect of prior periods |
6 |
(604) |
Total deferred tax income |
(530) |
(567) |
Income tax charge reported in the Consolidated Statement of Comprehensive Income |
3,714 |
2,696 |
(b) Reconciliation of the total income tax charge
The tax expense in the Consolidated Statement of Comprehensive Income for the year is higher than the standard rate of corporation tax in the UK of 19% (2019: 19%). The differences are reconciled below:
|
2020 £000 |
2019 £000 |
Profit before taxation |
9,604 |
13,718 |
Tax calculated at UK standard rate of corporation tax of 19% (2019: 19%): |
1,824 |
2,607 |
- Other differences |
69 |
- |
- Share-based payments |
906 |
178 |
- Expenses not deductible for tax purposes |
324 |
13 |
- Amortisation not deductible |
252 |
255 |
- Income not subject to UK tax |
(23) |
(28) |
- Change in tax rate |
395 |
(40) |
- Tax relief on vested options |
(3) |
- |
- Fixed asset differences |
46 |
77 |
- Adjustments in respect of prior periods |
(76) |
(366) |
Income tax charge in the Consolidated Statement of Comprehensive Income |
3,714 |
2,696 |
(c) Change in corporation tax rate
On 11 March 2020 it was announced (and substantively enacted on 17 March 2020) that the UK corporation tax rate would remain at 19% and not reduce to 17% (the previously enacted rate) from 1 April 2020. The deferred tax balances included within the Consolidated Financial Statements have been calculated with reference to the rate of 19%, as required under IFRS.
(d) Deferred tax
The deferred tax included in the Group's Consolidated Statement of Financial Position is as follows:
|
2020 £000 |
2019 £000 |
Deferred tax asset: |
|
|
- Fixed asset temporary differences |
(236) |
(110) |
- Accrued bonuses |
782 |
447 |
- Share-based payments |
491 |
689 |
- Losses and other deductions1 |
562 |
85 |
Deferred tax disclosed on the Consolidated Statement of Financial Position |
1,599 |
1,111 |
1 Deferred tax assets have been recognised in respect of this item because it is probable that future taxable profits will be available against which the Group can use therefrom
|
2020 £000 |
2019 £000 |
Deferred tax liability: |
|
|
- Arising on acquired intangible assets |
4,119 |
- |
- Fixed asset temporary differences |
33 |
- |
Deferred tax disclosed on the Consolidated Statement of Financial Position |
4,152 |
- |
|
2020 £000 |
2019 £000 |
Deferred tax in the Consolidated Statement of Comprehensive Income: |
|
|
- Origination and reversal of temporary differences |
(536) |
37 |
- Adjustments in respect of prior periods |
6 |
(604) |
Deferred tax (income) |
(530) |
(567) |
|
2020 £000 |
2019 £000 |
Unprovided deferred tax asset: |
|
|
- Non trade loan relationship losses |
1,764 |
1,764 |
- Excess management expenses |
46 |
46 |
- Non trade intangible fixed asset losses |
357 |
357 |
Unprovided deferred tax asset |
2,167 |
2,167 |
8. Earnings per share
Basic earnings per share is calculated by dividing the profit for the year attributable to ordinary equity shareholders of the Parent Company by the weighted average number of ordinary shares outstanding at the year end.
The weighted average of issued ordinary share capital of the Company is reduced by the weighted average number of shares held by the Group's EBTs. Dividend waivers are in place over shares held in the Group's EBTs.
In calculating diluted earnings per share, IAS 33 'Earnings Per Share' requires that the profit is divided by the weighted average number of ordinary shares outstanding during the year plus the weighted average number of ordinary shares that would be issued on conversion of all the dilutive potential ordinary shares into ordinary shares during the period.
(a) Reported earnings per share
Reported basic and diluted earnings per share has been calculated as follows:
|
2020 |
2019 |
Profit attributable to ordinary equity shareholders of the Parent Company for basic earnings (£000) |
5,890 |
11,022 |
|
Number 000 |
Number 000 |
Issued ordinary shares at 1 October |
105,801 |
105,801 |
- Effect of own shares held by an EBT |
(9,220) |
(3,891) |
- Effect of shares issued |
45,705 |
- |
Weighted average shares in issue |
142,286 |
101,910 |
- Effect of movement in share options |
5,056 |
3,675 |
Weighted average shares in issue - diluted |
147,342 |
105,585 |
Basic earnings per share (pence) |
4.14 |
10.82 |
Diluted earnings per share (pence) |
4.00 |
10.44 |
(b) Adjusted earnings per share
Adjusted earnings per share is based on adjusted profit after tax, where adjusted profit is stated after charging interest but before amortisation, share-based payments, merger related costs and exceptional items.
Adjusted Profit for calculating adjusted earnings per share:
|
2020 £000 |
2019 £000 |
Profit before taxation |
9,604 |
13,718 |
Add back: |
|
|
- Share-based payment expense |
3,581 |
2,551 |
- Amortisation of intangible assets |
4,517 |
1,522 |
- Merger related costs |
4,467 |
- |
- Exceptional items |
216 |
1,178 |
Adjusted profit before tax |
22,385 |
18,969 |
Taxation: |
|
|
- Tax in the Consolidated Statement of Comprehensive Income |
(3,714) |
(2,696) |
- Tax effects of adjustments |
(936) |
(886) |
Adjusted profit after tax for the calculation of adjusted earnings per share |
17,735 |
15,387 |
Adjusted earnings per share was as follows using the number of shares calculated at note 8(a):
|
2020 (pence) |
2019 (pence) |
Adjusted earnings per share |
12.46 |
15.10 |
Diluted adjusted earnings per share |
12.04 |
14.57 |
9. Goodwill and other intangible assets
Cost amortisation and net book value of intangible assets are as follows:
|
Goodwill £000 |
Other £000 |
Total £000 |
Cost: |
|
|
|
At 1 October 2019 |
22,576 |
56,231 |
78,807 |
Additions |
55,351 |
24,794 |
80,145 |
At 30 September 2020 |
77,927 |
81,025 |
158,952 |
|
|
|
|
Amortisation and impairment: |
|
|
|
At 1 October 2019 |
6,979 |
44,274 |
51,253 |
Amortisation during the year |
- |
4,517 |
4,517 |
At 30 September 2020 |
6,979 |
48,791 |
55,770 |
|
|
|
|
Carrying amount: |
|
|
|
At 30 September 2020 |
70,948 |
32,234 |
103,182 |
At 30 September 2019 |
15,597 |
11,957 |
27,554 |
As a result of the all-share merger with Miton Group plc, which was effected by way of a scheme of arrangement, the shareholders of Miton Group plc received 0.30186 of a share in Premier Miton Group plc on 15 November 2019 satisfied through newly issued shares. The additions to goodwill and intangible assets in the year relate solely to the acquisition of Miton Group plc.
Miton Group plc was an AIM quoted fund management group specialising in equity and multi-asset investing. See page 18 for further detail on the merger rationale. The acquired business contributed net revenues of £12,315,381 and a net profit after taxation of £2,672,573 to the Group for the period from 15 November 2019 to 30 September 2020. The contribution to the Group's net profit is after charging £1,118,011 of merger related costs incurred since acquisition. At the acquisition date the consideration and net assets acquired from Miton Group plc were as follows:
|
£000 |
Fair value of equity consideration |
94,322 |
Net assets acquired: |
|
- Intangible assets |
24,794 |
- Deferred tax liability on intangible assets acquired |
(4,213) |
- Investments |
100 |
- Cash and cash equivalents |
27,296 |
- Property, plant and equipment |
491 |
- Trade and other receivables |
5,740 |
- Miton Group plc shares held by EBT |
5,178 |
- Trade and other payables |
(19,741) |
- Provisions |
(389) |
- Right-of-use assets (net) |
(285) |
Net assets acquired |
38,971 |
Goodwill |
55,351 |
The fair value of the equity consideration has been calculated by reference to the number of shares issued and the share price at the completion date. The purchase consideration in the table above is grossed up for the value of the EBT shares issued. Intangible assets acquired in the business combination related to the investment management agreements between Miton and the funds to which Miton was the investment manager and the value arising from the underlying client relationships. Acquisition accounting principles under IFRS were applied.
Following initial recognition disclosed in the Interim Report 2020, the fair value of the intangible assets recognised on the business combination have been reassessed resulting in an increase of £0.6 million in intangible assets and a reduction in the goodwill balance of £0.5 million.
Goodwill arising on the acquisition of Miton is mainly attributable to the skills and technical talent of Miton's workforce, expected cash flows from new customers and significant synergies which are expected to be realised from integrating the company.
Impairment tests for goodwill and intangible assets
The Group has determined that it has a single CGU in relation to asset management for the purposes of assessing the carrying value of goodwill.
In line with IAS 36, Impairment of Assets, a full impairment review was undertaken as at 30 September 2020. The recoverable amount within the fund management CGU was determined by assessing the value-in-use using long-term cash flow projections for the CGU.
Data for the explicit forecast period of 2021-2025 is based on the 2021 budget and forecasts for 2022-2025. Increases in operating costs have been taken into account and include assumed new business volumes. Cash flows beyond the explicit forecast period are extrapolated using a long-term terminal growth rate of 3.0% (2019: 2.0%). To arrive at the net present value, cash flows have been discounted using a discount rate of 13.0% (2019: 12.35%).
The overall value-in-use was greater than the carrying value and hence no impairment charge has been recognised. The key assumptions used in determining this amount were expected aggregated fund flows and the discount rate.
Sensitivity analysis
Management have performed a sensitivity analysis as of 30 September 2020 and established that an increase in the discount rate to 25.25% would be required before an impairment of goodwill and other intangible assets would be considered necessary. In response to the market volatility arising from COVID-19, an impairment assessment was completed during the year using materially lower levels of AuM. Due to the cash generative nature of the business, no impairment was identified at these lower levels of AuM.
The compound annual growth rate for expected fund flows over the forecast period is 7.0% and would need to reduce to -4.5% per annum for the estimated recoverable amount to equal the carrying value.
Other intangible assets
Investment management contracts purchased by the Group are capitalised as other intangible assets and are amortised over periods ranging from seven to 20 years depending on the nature of the assets purchased. These finite life intangible assets were assessed for indicators of impairment by comparing AuM levels at the year end with those on the acquisition date. Additionally, both internal and external factors affecting these assets were considered. No indicators of impairment were noted.
The largest of the intangible assets was in relation to the merger with Miton Group plc with a carrying value of £21,676,510 and a remaining amortisation period of six years (2019: 2007 business combination with a carrying value of £11,878,607 and a remaining amortisation period of nine years).
10. Trade and other receivables
Current |
2020 £000 |
2019 £000 |
Due from trustees/investors for open end fund redemptions/sales |
34,491 |
41,753 |
Other trade debtors |
2,566 |
46 |
Accrued income |
3,549 |
4,356 |
Prepayments |
2,487 |
2,560 |
Other receivables |
1,316 |
323 |
Total trade and other receivables |
44,409 |
49,038 |
|
|
|
Non-current |
|
|
Other receivables |
367 |
- |
Trade and other receivables are all current and any fair value difference is not material. Trade and other receivables are considered past due once they have passed their contracted due date.
Non-current other receivables represent deferred compensation awards with maturities greater than 12 months after Consolidated Statement of Financial Position date. Deferred compensation awards are released in accordance with the employment period to which they relate.
11. Cash and cash equivalents
|
2020 £000 |
2019 £000 |
Cash at bank and in hand |
35,911 |
20,638 |
Cash held in EBTs |
81 |
51 |
Total cash and cash equivalents |
35,992 |
20,689 |
|
2020 £000 |
2019 £000 |
Due to trustees/investors for open end fund creations/redemptions |
34,488 |
41,751 |
Other trade payables |
996 |
942 |
Other tax and social security payable |
1,929 |
1,253 |
Accruals |
14,398 |
8,265 |
Pension contributions |
20 |
13 |
Other payables |
1,215 |
659 |
Total trade and other payables |
53,046 |
52,883 |
Trade creditors and accruals principally comprise amounts outstanding for trade purchases and ongoing costs. The Group has financial risk management policies in place to ensure that all payables are paid within the pre-agreed credit terms.
The Directors consider that the carrying amount of trade payables approximates to their fair value.
|
£000 |
At 1 October 2019 |
- |
Arising on merger |
389 |
At 30 September 2020 |
389 |
Current |
- |
Non-current |
389 |
|
389 |
At 1 October 2018 and 30 September 2019 |
- |
Provisions primarily relate to dilapidations for the offices at 6th Floor, Paternoster House, London, and the Group's disaster recovery office in Reading. The lease on Paternoster House runs to 28 November 2023 and the provision for dilapidations on this office has been disclosed as non-current. This provision is based on prices quoted at the time of the lease being taken on.
Allotted, called up and fully paid: Number of shares |
Ordinary shares 0.02 pence each Number |
Deferred shares Number |
At 1 October 2019 |
105,801,310 |
1 |
Issued on merger |
52,111,725 |
- |
At 30 September 2020 |
157,913,035 |
1 |
|
|
|
At 1 October 2018 and 30 September 2019 |
105,801,310 |
1 |
Allotted, called up and fully paid: Value of shares |
Ordinary shares 0.02 pence each £000 |
Deferred shares £000 |
Total £000 |
At 1 October 2019 |
21 |
29 |
50 |
Issued on merger |
10 |
- |
10 |
At 30 September 2020 |
31 |
29 |
60 |
|
|
|
|
At 1 October 2018 and 30 September 2019 |
21 |
29 |
50 |
The deferred share carries no voting rights and no right to receive a dividend.
On 14 November 2019 the Company completed an all-share merger with Miton Group plc. The Company issued 52,111,725 new ordinary shares ranked pari passu in all respects with the Company's existing shares in issue.
The total charge to the Consolidated Statement of Comprehensive Income for share-based payments in respect of employee services received during the year to 30 September 2020 was £3,581,000 (2019: £2,551,000), of which £3,478,000 related to nil cost contingent share rights.
|
2020 £000 |
2019 £000 |
Equity dividends on ordinary shares: |
|
|
- First interim: 1.75 (2019: 1.7) pence per share |
2,591 |
1,743 |
- Second interim: 0.75 (2019: 1.7) pence per share |
1,110 |
1,720 |
- Third interim: nil (2019: 1.7) pence per share |
- |
1,720 |
- Final interim dividend for 2019 (2019: 2018 final interim) |
7,998 |
5,435 |
Dividends paid |
11,699 |
10,618 |