TIDMOBE
RNS Number : 5437H
Oberon Investments Group PLC
28 July 2023
The information contained within this announcement is deemed to
constitute inside information as stipulated under the UK version of
the Market Abuse Regulations (EU) No. 596/2014 as it forms part of
UK law by virtue of the European Union (Withdrawal) Act 2018. Upon
the publication of this announcement, this inside information is
now considered to be in the public domain.
Oberon Investments Group plc
('Oberon', the 'Company' or the 'Group')
Results for the year ended 31 March 2023
Oberon Investments Group plc (AQSE: OBE), the boutique
investment management, wealth planning and corporate broking group,
is pleased to announce its results for the year ended 31 March
2023.
Summary
-- 2022/23 has been a year of investment for Oberon.
-- GBP5.6m has been raised since March 2022 to take advantage of
the weak financial markets to:
o Fund the acquisition expenses of Logic and Nexus (post period
end);
o Selectively hire strong teams that were becoming
available;
o Undertake the consolidation of our various legacy systems to
provide cost savings in future years;
o Build up compliance and operations infrastructure to position
the group for future growth.
-- While there was a one-off higher EBITDA loss for the period,
following this program, and the various increases in client numbers
and Investment Management teams, Oberon is now well placed to
experience growth and expect revenue to increase by over 60% in
2023/24, and further in 2024/25.
-- A research note on the group has been published and can be found here:
https://progressive-research.com/company/oberon-investments-group-plc/
Financials
-- Management fee income remained strong, however revenue was
weak in dealing commissions and in the Oberon Capital division,
where fundraises across the markets have diminished. As a result,
revenue decreased to GBP5m (2022: GBP6.8m).
-- Initiatives such as the acquisition of Logic and the hiring
of new teams have incurred costs in the current reporting period,
with the majority of revenues only coming through post period
end.
-- Various one-off expenditures (in areas such as one-off legal
costs for acquisitions/restructuring, terminating and transferring
assets off our two legacy 'Model B' platforms, recruitment costs of
new teams) led to a one-off EBITDA loss of GBP3.3m (2022: loss of
GBP0.2m).
Outlook
-- A number of new teams joined Oberon throughout the year and post period end.
-- These teams have now added over GBP100m in Assets under
Management ("AUM") at the end of this financial year and post year
end. A further GBP100m of new AUM is expected to be brought over by
these teams in this financial period and we anticipate being able
to announce a number of new key hires of revenue-generating teams
in the near future.
-- We also expect further organic growth from our established
investment teams, and from the implementation of new projects such
as the launch of higher margin IHT and EIS funds.
-- The acquisition of the majority stake of Logic was completed
in June and the acquisition of Nexus Investment Management was
announced post period end.
-- As a result of these new teams, initiatives and acquisitions,
as well as organic growth, revenues are expected to rise by at
least 65% to over GBP8m in the current financial year.
Simon McGivern, CEO of Oberon Investments Group, commented:
"With the support of our shareholders and employees, we have
built on our platform for growth and with significant new hires in
the investment management division, with new product launches, with
strategic acquisitions and with a solid contribution from our
corporate broking business, we expect strong growth in this
financial year.
The opportunity to build an investment management business that
gives a tailored and personal service to clients whilst adopting
market leading technology and the highest regulatory standards
gives us confidence in the future. We are excited by the
opportunity with our new custody and clearing business, Logic
Investments which we believe will eventually give a technology-rich
solution to investment managers and has a significant opportunity
to gain market share and generate exciting returns. With any stock
market recovery and a return of more confidence in investment
markets, our business will benefit significantly through increased
volumes, investment performance and deal flow in the corporate
broking business, Oberon Capital.
We remain aware of the challenges of a stressed macro-economic
environment and all the challenges the UK faces in a period of high
inflation and rising interest rates, but we view the Oberon
businesses as extremely well-positioned to grow in any market
conditions and has the right team and strategy to deliver for
shareholders and employees and other stakeholders in 2023 and
beyond."
Enquiries:
Oberon Investments Group plc
Simon McGivern / Galin Ganchev 020 3179 5300
Novum Securities Limited (AQSE
Corporate Adviser to the Company)
Richard Potts, George Duxberry 020 7399 9400
Oberon Capital (Broker to the
Company)
Mike Seabrook, Nick Lovering 020 3179 5300
Chairman's Statement
I am delighted to address you for the first time as the Chairman
of Oberon. Having joined earlier in the year, I am thrilled to
witness firsthand the immense potential that lies ahead for our
company.
The recent sector consolidation which continues apace, has left
a gap in the market for smaller, higher growth entities to move
into. Having spent most of my career advising and working with
Asset and Wealth managers, I strongly believe that there is a
tremendous opportunity for a dedicated and committed boutique like
Oberon to create substantial value for all stakeholders. The drive
to consolidate wealth management firms into ever larger entities
has meant the offering to clients has become more commoditised and
less personable. At Oberon, we provide an attractive platform for
investment managers to look after clients on a more individual
basis.
One of our recent achievements is the successful addition of new
teams. I extend a warm welcome to them as they contribute to our
collective vision. While bringing on Investment Managers with
potential client books effectively incurs costs at the outset (and
a delay in associated revenue), we are already starting to see the
benefits of this investment, with all teams now beginning to bring
in new clients at a strong pace.
We have undertaken a program to restructure and streamline
operations, including the rationalisation of our wealth systems.
Again, while this has incurred costs in our reporting year, the
subsequent savings and operational efficiencies will become evident
in our future years. As a young company, we are fortunate to have
few, if any, issues from legacy systems or IT, enabling us to
operate efficiently and leverage our group. This enables us to
implement cross-selling between the group's divisions to drive
organic growth. We are dedicated to continuing to enhance our
organisational strength, ensuring that our teams remain
well-positioned for the future.
Finally, our recent acquisition of Logic demonstrates the
forward-thinking approach of our executive team and is a milestone
in our growth plans. We are now actively exploring further
opportunities to expand its potential and value.
While this has been a year of investment in a relatively
difficult market, our strategic plans and identified opportunities
reflect our optimism for the future. We will continue to actively
pursue potential partnerships, acquisitions, and expansion
initiatives (illustrated by the recent acquisition of Nexus
Investment Management, post the period end).
Consolidated Financial Summary Year ended Year ended
31 Mar '23 31 Mar '22
GBP'000 GBP'000
Turnover 5,048 6,726
Administrative expenses (8,741) (7,496)
EBITDA (3,331) (448)
On a final note, the team would like to extend their gratitude
to our shareholders, employees, and all stakeholders for their
unwavering support. As we move forward, I assure you that we will
continue to uphold the highest standards of governance, risk
management, and operational excellence.
In conclusion, I am deeply excited about the journey ahead for
Oberon. We are well-prepared to navigate the challenges and
opportunities that lie ahead and to carve a path of sustainable
growth and success.
Michael Cuthbert
Chairman
27 July 2023
Chief Executive's Report
We are immensely proud to have built a great business with a
first-class Board of Directors bringing their knowledge, experience
and talents to bear to the benefit of Oberon and all its
stakeholders. We are especially delighted to welcome Mike Cuthbert
as our non-executive chairman, who joined the Board in March. His
lengthy experience with companies in the financial services sector
and with investment management businesses, in particular, has
already proved invaluable. We look forward to his stewardship and I
look forward personally to his guidance and support.
At the beginning of the financial year and in the teeth of the
market downturn, we engaged with shareholders and set out our 4
pillars of growth and how we intended to build a scalable business
for the future. We were encouraged by the feedback from those
shareholders, to whom we owe huge appreciation for their support,
which was demonstrated by their investing GBP5.6m in Oberon in just
over a year. As a result of this investment, we have been busy and
the results will begin to show in the current (2023/24) year. As a
result of the various initiatives taken in 2022/23, we expect
growth to return in 2023/24, with revenue increasing over 65% to in
excess of GBP8m.
In the investment management division, we welcomed 5 new
investment managers in the past year and we expect that more will
follow. In recent months, we have seen considerable M&A in our
sector and this has presented many talented fund managers seeking a
firm that provides scalability, leading technology and
risk/regulatory standards at the top of the sector. We are pleased
that such high-quality investment managers and their clients have
chosen Oberon as the firm for the next stage of their growth. The
core of our business remains mainstream wealth management with a
strong focus on our underlying clients.
Elsewhere, we have added new products, including the Oberon EIS
fund, now augmented post-period-end by the acquisition of Nexus EIS
fund, as we give our clients access to this exciting sector.
Alongside our deep experience running AIM VCTs, and with the launch
of the Oberon Business Property Relief portfolio service (often
known as an 'IHT fund' in this sector), we have a portfolio of high
margin products set to grow into a recovering investment market. We
are excited about each product and its potential to deliver
superior returns to investors this year and beyond.
With Smythe House, we have an excellent platform for providing
high quality financial advice and planning to clients. The team has
grown to match the growth of the number of clients and the service
offering and we remain open to strategic M&A where it makes
sense, commercially and for superior returns on investment.
Cross-selling of these services into our wider client base remains
a priority for the year ahead and we have the team to deliver.
Our corporate broking business, Oberon Capital, has performed
well given the slow conditions for equity and debt fundraising in
the small-cap world - both private and public. We are now retained
broker/advisor to over 20 companies, private and public. The
Private Ventures Team has grown by number, but also in its ability
to source exciting high growth companies and use the very best
processes and technology to access capital in tough market
conditions. They are currently busy with live transactions and a
good pipeline of excellent opportunities. The quoted/institutional
division has managed to advise on 2 IPOs in the year, which is
indicative of the team's abilities, given the dearth of IPOs across
the market. Oberon Capital has also executed on numerous public and
private transactions this year and I believe that we have the right
team in place to take full advantage of recovering investment
markets, again with an exciting pipeline of opportunities.
Lastly, post year end, we completed the acquisition of Logic
Investments ('Logic'), a fintech platform for custody and clearing
that we believe can take market share and provide a
customer-centric, tech-rich platform for other fund managers.
Having received FCA clearance for the acquisition to complete, post
period-end, the execution of the business plan for Logic is a
priority for this financial year. We have great expectations of the
exciting growth and returns that this business will offer to
shareholders going forwards.
Having started my statement thanking shareholders and the Board
for their support this year in challenging markets, I would like to
end by thanking the staff. A people business is something that
needs careful recruitment, careful training and encouragement and
pulling the talents of all of us together. We are really seeing the
benefits flow through into this financial year and I firmly believe
we are very well set for the future. With the team now in place, we
look forward to the challenges ahead and to delivering on this
amazing opportunity to build a niche financial services business,
with clients at the heart of everything we do.
Simon McGivern
Chief Executive Officer
27 July 2023
STRATEGIC REPORT
Principal Activity
Oberon provides fund management and stock broking services to
professional and private clients, as well as corporate broking and
advisory services to corporate clients. Its 'front' office is
located in London and its 'back' office and support functions, such
as settlements and finance, is based in its office in Essex.
Key Performance Indicators ("KPIs")
We monitor the business using a number of KPIs, including
turnover and operating result, but the most important of which is
the performance of our Funds Under Management and Administration
("FUMA"). In Oberon Capital, we closely monitor the number of new
corporate clients and capital raises this new division achieves.
However, this information is commercially sensitive and at this
stage in the development of this division we do not propose
disclosing this information.
Principal risks and uncertainties
The board identifies, assesses and manages risks in line with
the company's business objectives and goals. We are subject to
various risks which we monitor at our fortnightly operational
committee meetings and if necessary, escalate to the Board.
The directors consider the principal risks and uncertainties
facing the Group, and the key measures to mitigate those risks, are
as follows:
Risk: IT services and infrastructure Mitigation
Like most firms in the sector, The Group has both in-house and
the Group is exposed to cyber external IT support to provide
and data loss risks, which can 24/7 cover. System performance
have an adverse impact to both and availability is monitored
the business and its clients. on a continuous basis and periodic
The Group is reliant on the efficient exercises, such as penetration
and reliable functioning of its testing, are performed to scrutinise
IT systems and infrastructure the IT control environment. The
for the smooth operation of its IT infrastructure is duplicated
activities. across two sites to ensure that
if one site were to fail then
the other would take its place.
The firm's employees are familiar
with the IT security and Data
policies and procedures, and
they receive periodic training
throughout the year.
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Risk: Regulation Mitigation
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The Group's subsidiary company, The Group is acutely aware of
Oberon Investments Limited, is these risks and employs an experienced
authorised by and subject to Compliance Team, consisting of
supervision from the FCA, and the Risk and Compliance Officer
other regulatory bodies such and two other team members, who
as HMRC, the Pensions Regulator are responsible for monitoring
and the Aquis Stock Exchange. the Group's activities, managing
The withdrawal of, or a significant the Group's regulatory and reporting
amendment to, a regulatory approval obligations and ensuring that
(particularly by the FCA) could all FCA requirements are complied
result in the cessation of the with. The Finance Director and
Group's business or a material the CEO also monitor and manage
part thereof. some of these processes as and
when necessary and make sure
Similarly, Smythe House Limited, that all staff training and reporting
which is also a subsidiary of procedures are given top priority
the Group is regulated by the within the firm.
FCA and is exposed to the same
regulation risk, albeit with In addition the Group employs
a lower impact to the Group. the services of a compliance
service company (and also other
specialists where necessary)
to support the compliance function
on a continuous basis.
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Risk: Capital Mitigation
----------------------------------------
The group is required to comply The regulatory capital position
with the FCA's regulatory capital of the regulated company and
requirements to have enough capital the group as a whole is regularly
to ensure that it can perform monitored (and quarterly returns
its activities without causing are submitted to the FCA) to
or creating any risk of harm ensure that we comply with our
to the firm's clients' assets capital requirements.
or to the proper functioning
of the market and the firm's The implementation of the group's
counterparties. strategy is also heavily influenced
by the group's regulatory capital
requirements, to ensure that
there is no likelihood of the
group breaching the various regulatory
capital thresholds.
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Risk: Liquidity Mitigation
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The Group's regulated subsidiaries The liquidity position of the
have to ensure that they maintain regulated company is monitored
adequate levels of liquidity every day (and stress tested)
at all times so that the firm to ensure that it has sufficient
can fulfil all of the outstanding liquidity to ensure that all
orders with its market counterparties of its clients' trades settle
in the event that one or more when they become due, even if
of its clients default on a trade. a client defaults. This also
requires careful monitoring of
our clients' portfolios by our
traders before an order is made
to reduce the possibility of
a client defaulting on a trade.
Most of the firm's clients are
now only permitted to trade on
a T+2 basis and any exception
to that has to be approved by
a senior manager.
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Risk: Retention of key staff Mitigation
----------------------------------------
The Group is dependent on key The Group's remuneration Committee
members of its management team. will ensure that all key members
The loss of their services could of the Group are incentivised
have a short-term significant and an appropriate culture at
effect on the Group's performance. work is maintained to try and
There is no guarantee that the prevent the loss of key personnel.
Group will be able to attract The Group has in place a share
and retain all personnel for option scheme to incentivise
the for the future development staff and enable them to benefit
and operation of the business. from the growth of the business.
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Risk: Competition Mitigation
----------------------------------------
The Group operates in a very The Group has continued to raise
competitive sector of the financial funds, which puts it in a good
services sector, and it may be position to fulfil its own strategy
adversely affected by the performance without being adversely impacted
of other companies that have by the actions of others - and
access to more capital or have of course it retains the ability,
greater scale which could have as a quoted business to do this
a negative effect on the performance in the future if necessary. We
of the Group. also strongly believe that the
bespoke service we offer our
clients will enable us to withstand
any temporary negative competitive
pressures.
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Employment without discrimination
The Group is committed to employ on the basis of ability. We
hire on this basis alone, regardless of gender, orientation,
disability, or any other inappropriate discrimination.
Environment and social
In our day-to-day business, we commit to comply with applicable
environmental laws, and the direct impact of our operations is
low.
Directors, senior managers and employees
At 31 March 2023, there were eight male directors and one female
director of the Company and the Group had a total of 10 senior
managers, of which nine were male and one was female and 36 other
employees. Please see pages 10 to 12 for details of the biographies
of the directors.
The Strategic Report was approved by the Board of Directors on
27 July 2023 and was signed on its behalf by:
Simon McGivern
Chief Executive Officer
27 July 2023
DIRECTORS' REPORT
The directors present their report and the financial statements
for the year to 31 March 2023. The comparative period included in
these financial statements is the year to 31 March 2022.
Results and dividends
The results for the year are set out on page 3 and 25.
No ordinary dividends were paid. The directors do not recommend
payment of a final dividend.
Research and development
The company does not conduct research and development as part of
its activities.
Future developments
As volatility in the markets returns to normal, we anticipate
the company to increase revenue in the coming year and to continue
to grow its AUM both organically and through the acquisition of new
funds. This will be further strengthened through the growth of
Oberon Capital - our corporate advisory segment of the business and
acquisition of a majority stake in Logic Investments Limited.
Substantial shareholders
On 12 July 2023 the following shareholders held an interest of
3% or more in the ordinary share capital of the Company .
Ordinary shares % issued share
of 0.5p capital
Simon McGivern 52,756,925 9.84%
Gresham House(2) 51,972,934 9.70%
Octopus(1) 51,548,579 9.62%
David Evans 43,981,702 8.20%
Basil Sellers 30,074,258 5.61%
Harry Hyman 21,993,460 4.10%
Rodger Sargent 21,045,246 3.93%
A Headley 20,463,658 3.82%
Simon Like 20,415,000 3.81%
Michael Hennigan 18,407,675 3.43%
(1) Octopus Investments holds these shares in various funds.
(2) Gresham House holds these shares in various funds.
Directors
The directors who held office during the year and up to the date
of signature of the financial statements were as follows:
Simon McGivern Executive (CEO)
John Beaumont Executive (FD) (resigned 31 May 2023)
Galin Ganchev Executive (FD) (appointed 31 May 2023)
Simon Mathisen Executive (Head of
Compliance)
Michael Cuthbert Non-Executive (Chairman) (appointed 20 March 2023)
Alex Hambro Non-Executive
Robert Hanson Non-Executive
Gemma Godfrey Non-Executive
Mark Ibbotson Non-Executive (appointed 1 September 2022)
Section 172 Statement
Section 172 of the Companies Act 2006 requires each director of
the Group to act in the way he or she considers in good faith,
would most likely promote the success of the Group for the benefit
of its members as a whole. In this way, Section 172 requires a
director to have regard to the likely consequences of any decisions
made to the long-term performance of the business and the interests
of the Group's employees; the need to maintain good relationships
with its business suppliers, customers and consultants; and the
wish for the Group to maintain a reputation for high standards of
business conduct; and the need to act fairly between members of the
Group. In particular, over the last year, major decisions such as
the acquisition of Logic Investments, were all discussed and
approved at Board level, as they were in the interests of both the
Company's shareholders and also our ability to service our
customers more effectively. In discharging its Section 172 duties,
the Board has considered the factors set out above and the views of
key stakeholders as follows:
Employees
The directors engage regularly with employees and maintain an
open communication channel at all levels of the Company/Group. This
is formalised at the end of each year during the appraisal process
where employees can discuss any matter and give any feedback on
both their own and the Company's performance.
Customers
The Directors and senior management engage with customers on an
informal basis to ensure that the service levels provided by the
Group are as a minimum consistent with our T&Cs, and indeed
hopefully exceed these levels to ensure further/continued custom
for the business. Such customer feedback is circulated to those
areas concerned by either the Board or senior managers in a timely
manner.
Investors
The Board is committed to open and ongoing engagement with the
Group's shareholders to understand their needs and expectations.
The Group utilises the services of a good PR/IR firm which helps
communicate all important and relevant information to the market on
a timely basis. In addition, the Board will communicate with
shareholders via the annual report and accounts and the interim
statement and of course at the Group's AGM.
Biographical details of each of the directors is set out
below:
Michael Cuthbert - Non-Executive Chairman
Following a short career in the army Mike spent 37 years as an
investment banker advising Asset and Wealth management companies.
He started his professional career at HSBC James Capel in 1987
where he built a up a franchise working with and advising a number
of Asset and Wealth management companies in addition to running the
Investment Company team. In 1999 he joined Charterhouse Group
before being a Founder member of Bridgewell, a fast-growing UK
orientated investment bank, where he specialised in financial
services companies. In 2008 he joined Canaccord Genuity as Head of
the Financial sales team. He retired in December 2022 from Zeus
Capital where he was Co - Head of the FIG group from 2015. Mike
joined Oberon as Non-Exec Chairman in 2023.
Simon McGivern - Chief Executive Officer
Simon started his professional career at Panmure Gordon Asset
Management in 1996 where he worked in the wealth management
division for six years. He focused on investment management and
financial analysis. In 2002 Simon left the City and founded a
number of companies, including Handpicked Companies, an ecommerce
venture, which he grew substantially and exited via a trade sale to
News Corp in 2014. Simon also founded Litebulb Group in 2008, which
grew from two members of staff in the first year of trading to 100
members of staff and revenues of GBP25m when he left in 2015.
During his time there, Simon executed six acquisitions, raised over
GBP10m in funding and led its IPO on AIM in 2010. Additionally,
Simon was a founder of Cleeve Capital plc and oversaw its IPO on
the Standard List in December 2014 and the reverse takeover of
Satellite Solutions Worldwide (now Bigblu Broadband plc). He also
set up and is a director of Map Ventures in 2015, a corporate
advisory firm. Simon founded Oberon (previously GMC Holdings) in
April 2017 and led the acquisition of MD Barnard later that year.
He is CEO of all Oberon group's companies.
John Beaumont - Finance Director
John is a qualified Chartered Account and began his 'City'
career with Goldman Sachs in 1988 where he specialised in producing
institutional research in the brewing, pubs and leisure sectors. He
moved to Smith New Court in 1992, which was acquired by Merrill
Lynch in 1995. Whilst at Merrill Lynch, John worked with some of
the firm's largest UK clients including Diageo, Compass Group and
Bass. In 2001, John moved to Cheuvreux, the broking arm of Credit
Agricole, as Head of Research in London, focusing on corporate
research. In 2011 helped set up Peat & Co. LLP and was COO and
Head of Finance, where along with his research activities, John is
responsible for all the finance and regulatory reporting
requirements of the business. John joined Oberon in a non-executive
capacity in January 2018 before becoming Finance Director in March
2020. John resigned as a director in May 2023, with the appointment
of Galin Ganchev.
Galin Ganchev - Finance Director
Galin started his career with PwC and qualified as a chartered
accountant in 2014. During his time at PwC, Galin provided a
variety of services, ranging from audit to consulting, to insurance
and investment management companies. Over time, Galin shifted his
focus to the growing fintech sector, where he helped companies
implement good processes and controls to allow them to scale and
support their fast growth. In 2018, Galin moved to Octopus
Investments where he was appointed the Head of Risk and Compliance
of Octopus Labs, Octopus' fintech division. Alongside this, Galin
worked on several strategic projects for the wider business and
prior to leaving was overseeing the strategic and operational
growth of Octopus Ventures. Galin joined Oberon as Finance Director
in May 2023.
Simon Mathisen - Head of Compliance
Simon began his career in financial services working for
Redmayne Bentley Stockbrokers in the early 2000's. Since then, he
has held various roles at equity exchanges including the London
Stock Exchange, PLUS Markets Group plc and Turquoise. Simon then
moved into the derivatives sphere, working at NYSE Euronext LIFFE
before holding executive positions at Skytra (an Airbus subsidiary)
and Bloomberg before returning to the equities market in 2020.
The Hon Alexander Hambro - Non-Executive Director
Alex Hambro has worked in the venture and private equity sector
both in the UK and USA for much of his career, during which time he
has acted as a principal investor, manager and sponsor of private
equity and venture capital management teams and advisor on private
equity investment strategies. Alex is an active personal investor
in small, growth-oriented private and public companies. As well as
his roles at Oberon, which includes being Chairman of the
Remuneration Committee, Alex is Chairman of AIM-listed Judges
Scientific plc; Falanx Group Limited and OTAQ plc. He is also a
director of Octopus Apollo VCT plc. In addition to his
responsibilities at these listed companies, Alex is also Chairman
of IWP Holdings Limited; Crescent Capital Limited; and a
non-executive director of Time Partners Limited.
The Hon Robert Hanson - Non-Executive Director
Robert Hanson founded Hanson Asset Management Limited and Hanson
Capital Limited. Robert is currently the Chairman of Hanson Capital
Investments Limited, Chairman of Hanson Family Holdings Limited,
and Co-Chairman & Managing Partner at Millennium Hanson
Advisors LLC. He is also on the board of The Lord Hanson Foundation
and Sport & Artist Management Limited. Robert previously held
the positions of Chairman for Strand Hanson Ltd and Chairman of
Hanson Asset Management Ltd. Robert's corporate broking background
included roles at N.M. Rothschild & Sons Ltd. He is Chairman of
the Company's Audit Committee.
Gemma Godfrey - Non-Executive Director
Gemma Godfrey is a non-executive director and business advisor.
In addition to Oberon, she is on the boards of Saga, VivoPower
International, Kingswood Holdings Limited and Eight Capital
Partners. She is a member of risk, investment, audit and
remuneration committees. Gemma was the Founder and CEO of the
online investing service, Moola, which was acquired by a global
insurer. She went on to launch a digital media business on behalf
of News UK. Prior to this, Gemma was the head of investment
strategy for Brooks Macdonald, having started her career at Goldman
Sachs and GAM. She is a financial expert on ITV and Sky News.
Mark Ibbotson - Non-Executive Director
Mark's career began at the London Stock Exchange in 1990 as a
risk manager in their options division, which soon merged with
London's fast growing LIFFE exchange. Mark spent 23 years at LIFFE
- through acquisitions by Euronext, New York Stock Exchange (NYSE)
and the InterContinental Exchange (ICE) in 2013. Mark's last role
at LIFFE was Chief Executive Officer and Global Head of Clearing
for NYSE. During his time at LIFFE, Mark was responsible for
restructuring the London market from an 'open outcry', floor-based
marketplace to a global electronic market. In 2013 Mark became
Group CEO of G.H. Financials, a wholesale clearing provider with
regulated subsidiaries in London, Chicago and Hong Kong. During his
5 years as Group CEO, Mark oversaw a major strategic expansion of
the company's customer base and its global presence. Since 2018,
Mark has served as Non-Executive Chairman of G. H. Financials. In
addition to Oberon Group and G. H. Financials, Mark serves as a
Non-Executive Director of the Washington-based Futures Industry
Association (an industry trade body). He is also the independent
Non-Executive Director of Skytra (an FCA-regulated benchmark
provider and data company, wholly owned by Airbus). Mark also
served two terms on the FCA's Market Practitioner Panel until 2018.
He joined Oberon in September 2022.
The Board holds board meetings on a quarterly basis. The Board
has also established an Audit Committee and a Remuneration
Committee. The Company considers that, at this stage of its
development, and given the size of the current Board, it is not
necessary to establish a formal Nominations Committee and
nominations to the Board will be dealt with by the whole Board.
All of the Non-Executive Directors are considered to be
independent. Two of the non-Executive Directors sit on the Audit
Committee, which is chaired by Robert Hanson and on the
Remuneration Committee, which is chaired by Alex Hambro.
During the year under review the Board held 4 board meetings, at
which all members of the Board participated.
Audit Committee report
The Audit Committee comprises Michael Cuthbert as Chairman,
Robert Hanson and Alex Hambro (plus whomever they wish to invite to
participate, such as the Finance Director and external lead audit
partner). This committee meets at least once a year and such other
times as the Chairman of the committee shall require. The committee
is responsible for making recommendations to the Board on the
appointment of auditors and the audit fee and for ensuring that the
financial performance of the Group is properly monitored and
reported. In addition, the Audit Committee receives and reviews
reports from management and the auditors relating to the interim
report, the annual report and accounts and the various internal
reports on the control systems of the Group.
In its advisory capacity, the Audit Committee confirmed to the
Board that, based on its review of the Annual Report and financial
statements and internal controls that support the disclosures, the
Annual Report and financial statements, taken as a whole, are fair,
balanced and understandable, and provide necessary information for
shareholders to assess the Group's position and performance, its
business model and strategy.
Remuneration Report
The Code Committee comprises Alex Hambro as Chairman and Robert
Hanson and meets at least once a year. The committee is responsible
for the review and recommendation of the scale and structure of
remuneration for senior management, including any bonus
arrangements or the award of share options, having due regard to
the interests of shareholders and the performance of the Group.
Under their service agreements, the appointment of all the
Executive Directors' end when their service agreements terminate
and both Simon McGivern and Galin Ganchev have six-month notice
periods and Simon Mathisen has a three-month notice period. Under
their service agreements the Hon Robert Hanson and the Hon Alex
Hambro have three-month notice periods. Gemma Godfrey, Mark
Ibbotson and Michael Cuthbert are all appointed on an initial
two-year period and have service agreements, which can be
terminated by either party giving to the other three months' prior
written notice.
During the year under review, the Remuneration Committee made
recommendations to the Board in relation to the salaries and
bonuses and the award of options to the senior managers in the
Group. The amounts of remuneration for each director are set out
below. The Board did not require any consultations in this
respect.
Directors' emoluments
The following table details the directors' remuneration for the
year ended 31 March 2023 and the year ended 31 March 2022.
Salary/ Bonus Pension Benefits Share Year Year
fees based to to
payment March March
2023 2022
GBP GBP GBP GBP GBP GBP GBP
Executive
directors
S McGivern,
CEO 285,000 - 2,748 4,997 6,153 298,898 340,013
J Beaumont,
FD 160,000 - - 8,631 684 169,315 152,494
S Mathisen 177,500 - 2,201 3,210 2,904 185,815 43,725
Non-Executive
directors
Robert Hanson 32,500 - 763 - - 33,263 62,005
Alex Hambro 30,000 - - - - 30,000 30,000
Gemma Godfrey 30,000 - - - - 30,000 20,000
Mark Ibbotson 17,500 - - - - 17,500 -
Michael Cuthbert 35,000 - - - - 35,000 -
The emoluments of the directors of Oberon Investments Group plc
shown above include their emoluments to 31 March 2023 whilst they
were directors of the current subsidiary companies of OIG plc. The
comparative figures for the year to 31 March 2022 are shown on a
similar basis.
Directors' interests
The beneficial interests of the directors of the Company in the
ordinary share capital of the Company and options or warrants to
purchase such shares were as follows:
31 March 2023
Director Ordinary EMI Options Other options
Notes (a) (Ex. Price
shares and (b) 4.0p)
Simon McGivern 52,756,925 25,711,125 10,000,000
John Beaumont 1,144,975 1,048,729 -
Simon Mathisen 120,168 1,048,729 -
Alex Hambro 1,642,857 - -
Robert Hanson 1,491,674 807,692 -
Gemma Godfrey 200,000 - -
Mark Ibbotson - - -
Michael Cuthbert 344,827 - -
31 March 2022
Director Ordinary EMI Options Other options
Notes (a) (Ex. Price
shares and (b) 4.0p)
Simon McGivern 52,756,925 25,711,125 10,000,000
John Beaumont 1,144,975 625,000 -
Simon Mathisen - 625,000 -
Alex Hambro 500,000 - -
Robert Hanson 1,491,674 500,000 -
(a) The exercise price of the EMI options granted to Simon
McGivern is 0.944p per share. These were 'replacement' options, and
approved as such by HMRC, for EMI options that were originally
granted on 27 September 2019 in a subsidiary company of the
Group.
(b) The exercise price of EMI options granted in prior financial years is 4.0p per share.
(c) The exercise price of EMI options granted in the current financial year is 5.9p per share.
Please see Note 23 below for more information on share
options.
Going Concern
The impact of the conflict in Ukraine has caused a significant
disruption to market activity, which has led to increased
uncertainty, volatility and unprecedented inflation across the
world. This impacted the Group's income negatively but as stated
earlier, a decision was taken to continue to invest in high quality
teams, as well as the infrastructure of the business. This
combination resulted in an EBITDA loss for the year ended 31 March
2023 of GBP(3.3)m.
Despite this market volatility Oberon has stayed committed to
its clients by providing a high-quality tailored service to satisfy
their investment needs. The business has continued on its growth
strategy by (i) raising GBP5.6m of capital since 28 March 2022,
(ii) completing the acquisition of Logic Investments shortly after
the year-end and (iii) attracting some of the most talented
investment managers in the market.
After reviewing the Group and Company's annual budget, business
plan and forecasts the directors are satisfied that the Group and
the Company have adequate resources to continue to operate for the
foreseeable future and for at least twelve months from the date of
signing and confirm that the Group and Company are a going concern.
The Directors believe the going concern basis is appropriate
because (i) the Company has a strong net asset position, (ii) it is
a listed company with the ability to raise new funds if required
and (iii) it has a 100% subsidiary (Oberon Investments Limited)
which has a strong cash position. In addition the directors have
reviewed the cash flow forecasts for both the Company and the other
companies in the Group, and have concluded that the group has
enough cash resources (of currently about GBP2.8m), which will be
made available to OIG plc as and when necessary, for OIG plc to
meet all of its obligations and liabilities as they fall due for at
least the next 12 months from the date of approving these financial
statements.
Directors' responsibilities statement
The Directors are responsible for preparing the Strategic
Report, the Directors' Report and the financial statements in
accordance with applicable law and regulations.
Company law requires the Directors to prepare financial
statements for each financial year. Under that law the Directors
have elected to prepare the financial statements in accordance with
applicable law and United Kingdom Accounting Standards (United
Kingdom Generally Accepted Accounting Practice), including
Financial Reporting Standard 102 'The Financial Reporting Standard
applicable in the UK and Republic of Ireland'. 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 Company and of the profit or loss of the Company for
that year.
In preparing these financial statements, the Directors are
required to:
-- select suitable accounting policies for the Group and
Company's financial statements and then apply them
consistently;
-- make judgments and accounting estimates that are reasonable and prudent;
-- 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 Company
will continue in business.
The Directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the Group's and
Company's transactions and disclose with reasonable accuracy at any
time the financial position of the Group and Company and to enable
them to ensure that the financial statements comply with the
Companies Act 2006. They are also responsible for safeguarding the
assets of the Group and Company and hence for taking reasonable
steps for the prevention and detection of fraud and other
irregularities .
Disclosure of information to auditors
So far as the directors are aware, there is no relevant audit
information of which the company's auditor are unaware.
Additionally, the directors have taken all the necessary steps that
they ought to have taken as directors in order to make themselves
aware of all relevant audit information and to establish that the
company's auditors are aware of that information.
Auditor
Haysmacintyre were appointed auditor to the company and in
accordance with section 485 of the Companies Act 2006, a resolution
proposing that they be re-appointed will be put at a General
Meeting.
This report was approved by the board and signed on its behalf
by:
Simon McGivern
Chief Executive Officer
Date: 27 July 2023
CORPORATE GOVERNANCE REPORT
The Board recognises the importance of sound corporate
governance and the Group has adopted the Quoted Companies Alliance
Corporate Governance (QCA Code). The Board considers that the Group
complies with the QCA Code in all respects, and details of its
compliance can be found on the Corporate Governance page of its
website.
The Board
The Board is responsible for the management of the business of
the Group, setting the strategic direction of the Group and
establishing the policies of the Group. It is the Board's
responsibility to oversee the financial position of the Group and
monitor its business and affairs on behalf of the shareholders, to
whom the directors are accountable. The primary duty of the Board
is to act in the best interests of the Group at all times. The
Board will also address issues relating to the internal controls
within the Group and its approach to risk management.
The Group will hold board meetings at least four times a year
and whenever issues arise, which require urgent attention.
Operational Executive meetings take place on a fortnightly
basis.
Board Directors
The Board comprises three Executive Directors and five
Non-Executive Directors (all of whom are deemed to be independent).
The Board believes that it has an appropriate balance of sector,
financial and public market skills and experience, an appropriate
balance of personal qualities and capabilities.
Biographical details of each of the directors are set out in the
Directors' Report on pages 10 to 12.
Board Committees
The Group has established a remuneration committee (the
Remuneration Committee) and an audit committee (the Audit
Committee).
The Remuneration Committee comprises Alex Hambro as Chairman and
Robert Hanson and meets at least once a year. The committee is
responsible for the review and recommendation of the scale and
structure of remuneration for senior management, including any
bonus arrangements or the award of share options, having due regard
to the interests of shareholders and the performance of the
Group.
The Audit Committee comprises Robert Hanson as Chairman and Alex
Hambro (plus whomever they wish to invite to participate, such as
the Finance Director and external lead audit partner). This
committee meets at least once a year and such other times as the
Chairman of the committee shall require. The committee is
responsible for making recommendations to the Board on the
appointment of auditors and the audit fee and for ensuring that the
financial performance of the Group is properly monitored and
reported. In addition, the Audit Committee receives and reviews
reports from management and the auditors relating to the interim
report, the annual report and accounts and the various internal
reports on the control systems of the Group.
Shareholder Engagement
The Group will seek to engage with shareholders to understand
the needs and expectations of all elements of the shareholder
base.
The Board will communicate with shareholders primarily through
the annual report and accounts, as well as through the release of
the interim results and other financial or non-financial releases
to the market and via the Group's website. Communication in person
will also be available via the Company's AGM and also via regular
meetings between institutional investors and analysts with the
Group's CEO and FD to ensure that the Group's financials and
business development strategy is communicated effectively.
Stakeholders
The Board believes that its stakeholders (other than its
shareholders) are its employees and its customers. In order to
understand their needs and expectations, the Group will communicate
directly and closely with both its employees and customers to make
sure we provide the best service as we can between the former to
the latter.
The Executive directors will continue to maintain ongoing
communications with all stakeholders and thus to adjust strategy or
the day-to-day running of the business if required.
Share Dealing Code
The Group has adopted and operates a share dealing code
governing the share dealings of the directors and all employees
with a view to ensuring compliance with the AQSE rules. The
directors consider that this share dealing code is appropriate for
a company whose shares are admitted to trading on AQSE. Any share
transactions which involve PDMRs or directors are notified to the
Company's corporate advisor and to the FCA.
Annual General Meeting
The next Annual General Meeting of the Group will be held at
3:00pm on 21 September 2023 at the offices of our legal advisor
Fladgate, at 16 Great Queen Street, London WC2B 5DG.
This report was approved by the board and signed on its behalf
by:
Simon McGivern
Chief Executive Officer
Date: 27 July 2023
INDEPENT AUDITORS' REPORT TO THE DIRECTORS OF OBERON INVESTMENTS
GROUP PLC
Opinion
We have audited the financial statements of Oberon Investments
Group PLC (the "Parent Company") and its subsidiaries (the "Group")
for the year ended 31 March 2023 which comprise the Consolidated
Statement of Comprehensive Income, the Consolidated and Parent
Company Statement of Financial Position, the Consolidated Statement
of Cash Flows, the Consolidated and Parent Company 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 their preparation is
applicable law and United Kingdom Accounting Standards, including
Financial Reporting Standard 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 and of
the Parent Company's affairs as at 31 March 2023 and of the Group's
loss for the year then ended;
-- Have been properly prepared in accordance with United Kingdom
Generally Accepted Accounting Practice; 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
In auditing the financial statements, we have concluded that the
directors' use of the going concern basis of accounting in the
preparation of the financial statements is appropriate.
Our audit procedures to evaluate the directors' assessment of
the Group and the Parent Company's ability to continue to adopt the
going concern basis of accounting included, but were not limited
to:
-- Undertaking an initial assessment at the planning stage of
the audit to identify events or conditions that may cast
significant doubt on the Group and the Parent's ability to continue
as a going concern;
-- Evaluating the methodology used by the directors to assess
the Group and the Parent's ability to continue as a going
concern;
-- Reviewing the directors' going concern assessment and
evaluating the key assumptions used and judgments applied;
-- Testing the model used for Management's going concern
assessment which is primarily a base case cash flow forecast.
Management's assessment covered the year to 31 July 2024;
-- Management's base case forecasts are based on its normal
budget and forecasting process for each of its businesses. We
understood and assessed this process including the assumptions used
and assessed whether there was adequate support for these
assumptions. We also considered the reasonableness of the monthly
phasing of cash flows;
-- Using our knowledge from the audit and assessment of previous
forecasting accuracy we calculated our own sensitivities to apply
to Management's base case cash flow forecasts. We overlaid these on
Management's forecasts to arrive at our own view of possible
downside scenarios. These downside scenarios were based on various
reductions in income from that forecasted in the base case
scenario;
-- Reviewing the liquidity headroom under both the base case and
the various downside scenarios to ensure there was sufficient
headroom to adopt the going concern basis of accounting;
-- We considered the potential mitigating actions that
Management may have available to it to reduce costs, manage cash
flows or raise new equity and assessed whether these were within
the control of management and possible in the period of the
assessment;
-- We assessed the adequacy of disclosures in the Going Concern
statement in the Directors' report on page 14 and statements in
note 2.2 of the Financial Statements and found these appropriately
reflect the key areas of uncertainty identified.
Based on the work we have performed, we have not identified any
material uncertainties relating to events or conditions that,
individually or collectively, may cast significant doubt on the
Group or Parent Company's ability to continue as a going concern
for a period of at least twelve months from when the financial
statements are authorised for issue.
Our responsibilities and the responsibilities of the directors
with respect to going concern are described in the relevant
sections of this report.
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 year and include the most significant
assessed risks of material misstatement (whether or not due to
fraud) we identified. These matters included 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.
Key Audit Matter Description How the matter was addressed
in the audit
Valuation of investments in the
Parent Company's financial statements
--------------------------------------------------------------------------
The Parent Company's Statement Our audit work considered, but
of Financial Position as at 31 was not restricted to, the following
March 2023 includes a total investment work:
of GBP14.4m in 100% of the ordinary
share capital of Oberon Securities * A review of the assessment made by the Board that
Limited (and its subsidiaries there was no impairment in the carrying value of the
Oberon Investments Limited and investment. This was prepared in accordance with its
Smythe House Limited). forecast budget performance for the three-year period
to 31 March 2026 in various scenarios, using
There is a risk that this investment appropriate discount rates.
might be overstated within the
parent company's financial statements,
following the loss in year.
* The above review included analysis of the different
The Board concluded that no impairment revenue streams of the subsidiaries and forecast
was required to the carrying value performance for the upcoming years. Assumptions
of the investment, based on its applied in these forecasts were tested and
assessment of the budget and forecasted corroborated to supporting information.
future cash flows of the business
to the year-end.
* A review of post year-end activity of the business.
Our work performed on the carrying
value of investments in the
parent company's financial statements
highlighted no material errors.
--------------------------------------------------------------------------
Key Audit Matter Description How the matter was addressed
in the audit
------------------------------------------------------------------------
Ability of the Group to continue
as a Going Concern
------------------------------------------------------------------------
The impact of market falls (FTSE Our procedures and conclusions
250 down 10% over the year to 31 in respect of going concern
March 2023 and more marked in the are set out above in the 'Conclusions
third quarter of 2022) and slower relating to going concern' section.
capital markets leading to less
fundraisings has resulted in a
fall in income of GBP1.7m against
the corresponding period last year.
At the same time, the Group has
also been investing heavily in
new team signings in investment
management and corporate broking,
as well as technology. Administrative
expenses increased by GBP1.3m against
the corresponding period last year.
The combination of those factors
resulted in a loss for the year
of GBP(3.9)m and a cash outflow
from operating activities of GBP(2.6)m.
The Group raised equity of GBP1.8m
during the year and had bank balances
of GBP2.4m at 31 March 2023. Furthermore
it raised further equity of GBP450K
in April 2023.
There is some uncertainty over
how capital markets will recover
and whether high core inflation
will persist, allied to the possible
effects of interest rates remaining
higher than in the last 15 years
for a significant period of time.
Although the Group does benefit
from higher interest rates on client
balances.
The Group continues to receive
net inflows of both clients and
assets, whilst expecting growth
in FUMA growth over the next year.
Management recognise that the general
corporate market remains weak,
but the Corporate Broking division
has increased its retained clients
and recurring fee revenue. Management
still expect the growing client
base to generate improved revenues
from IPO and secondary fundraises
once markets recover.
The group's cash flow forecasts
for the period to 31 July 2024
have been modelled on a base case
scenario.
The Group has no significant debt
facilities and has the ability
to fundraise.
The Directors have concluded that
there is sufficient liquidity available
for at least the one-year period
of its going concern assessment
to 31 July 2024.
As the going concern assessment
is dependent on Management's future
cash flow forecasts there is judgement
involved in determining these.
------------------------------------------------------------------------
Key Audit Matter Description How the matter was addressed
in the audit
------------------------------------------------------------------------
Carrying value of Goodwill and
Contracts - GBP1.52m
------------------------------------------------------------------------
The Group Statement of Financial Our audit work considered, but
Position as at 31 March 2023 includes was not restricted to, the following:
goodwill and contracts of GBP1.57m
(2022: GBP1.74m). * A review of the assessment made by the Board that
there was no impairment in the carrying value of
There is a risk that this value historical goodwill and contracts;
might be impaired, following the
loss of GBP(3.9)m referred to above.
The Goodwill and Contracts relates * This was performed in respect of the two areas
to two primary areas: identified - HIM contracts/M D Barnard business and
Smythe House;
i. Hanson Investment Management
("HIM") contracts/M D Barnard
business
ii. Smythe House * In respect of HIM contracts/M D Barnard business
there were no indicators of impairment;
Management note that despite the
reduced revenue for the Group,
investment management fee income
from the MDB business/HIM contracts * In respect of Smythe House business a loss in the
increased by 5% in the year. year ended 31 March 2023 indicated impairment may be
Management believe that an required;
improvement
in trading performance is likely
and that there are no indicators
of impairment in that area of the * We reviewed the discounted cash flow model in respect
business. of the Smythe House business prepared by Management
and performed various sensitivity analyses on it.
Smythe House has incurred a loss
in the year ended 31 March 2023
but Management note that this was
driven by investing in an additional Our work performed on the carrying
financial adviser and consultant. value of goodwill and contracts
Management are confident that this highlighted no material errors.
investment and introductions from
other businesses in the Group will
lead to increased revenue going
forward which will more than cover
the additional costs.
The forecasts prepared by Management
reflect that.
The Board of Directors have concluded
that no impairment provision is
required, based on their assessment
of the budget and forecasted cash
flows from both of the two areas
referred to above.
------------------------------------------------------------------------
Our application of materiality
We apply the concept of materiality both in planning and
performing our audit, in evaluating the effect of misstatements and
in forming an option. For the purpose of determining whether the
financial statements are free from material misstatement, we define
materiality as the magnitude of a misstatement or an omission from
the financial statements, or related disclosures, that would make
it probable that the judgment of a reasonable person, relying on
the information would have been changed or influenced by the
misstatement or omission. We also determine a level of performance
materiality, which we used to determine the extent of testing need,
to reduce to an appropriately low level the risk that the aggregate
of uncorrected and undetected misstatement exceeds materiality for
the financial statements as a whole.
The materiality for the Group financial statements as a whole
was set at GBP119,000. This was determined with reference to 2% of
Turnover, being the Group's main key performance indicator ("KPI").
On the basis of our risk assessment and review of the Group's
control environment, performance materiality was set at 75% of
materiality, being GBP89,250. The reporting threshold to the Audit
and Risk Committee was set as 5% of materiality, being GBP5,950. If
in our opinion differences below this level warranted reporting on
qualitative grounds, these would also be reported.
The materiality for the Parent Company financial statements was
set at GBP28,000. On the basis of our risk assessment and review of
the Parent Company's control environment, performance materiality
was set at 75% of materiality, being GBP21,000 and the reporting
threshold was the same as the Group.
The reporting threshold to the Audit and Risk Committee was set
as 5% of materiality, being GBP4,250. If in our opinion differences
below this level warranted reporting on qualitative grounds, these
would also be reported.
An overview of the scope of our audit
Our audit scope included all components of the Group which are
all registered companies in the United Kingdom, other than those
entities with levels of activity below a clearly trivial threshold
when compared to group materiality, which have been provided with a
parental guarantee and are claiming exemption from audit. We are
comfortable that the level of activity in these components was
sufficiently small that they could be excluded from the audit
process.
We performed our audit of the trading subsidiaries of the Group
using a turnover based materiality where 2% of turnover was
considered to be materiality.
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
-- 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, 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.
Irregularities, including fraud, are instances of non-compliance
with laws and regulations. We design procedures in line with our
responsibilities, outlined above, to detect material misstatements
in respect of irregularities, including fraud. The extent to which
our procedures are capable of detecting irregularities, including
fraud is detailed below:
Explanation as to what extent the audit was considered capable
of detecting irregularities, including fraud.
Based on our understanding of the Group and the sector in which
it operates, we identified that the principal risks of
non-compliance were in respect of laws and regulations related to
the Companies Act 2006, relevant FCA regulatory requirements and UK
tax legislation, and we considered the extent to which
non-compliance might have a material effect on the financial
statements. In identifying and assessing risks of material
misstatement in respect to irregularities including non-compliance
with laws and regulations, our procedures included but were not
limited to:
-- Identifying at the planning stage of our audit whether there
were any other laws or regulations the Group was subject to;
-- Assessing Management's revenue recognition policy to ensure it was in line with FRS 102;
-- Inspecting correspondence with the FCA to assess whether any
breach of FCA regulations had occurred in the year;
-- Discussions with Management including consideration of known
or suspected instances of non-compliance with laws and regulation
and fraud;
-- Evaluating management's controls designed to prevent and detect irregularities;
-- Discussions with Management regarding any adverse AQSE complaints
-- Identifying and testing journals, in particular journal
entries posted with unusual account combinations, postings by
unusual users or with unusual descriptions; and
-- Challenging assumptions and judgements made by management in
their critical accounting estimates.
Because of the inherent limitations of an audit, there is a risk
that we will not detect all irregularities, including those leading
to a material misstatement in the financial statements or
non-compliance with regulation. This risk increases the more that
compliance with a law or regulation is removed from the events and
transactions reflected in the financial statements, as we will be
less likely to become aware of instances of non-compliance. The
risk is also greater regarding irregularities occurring due to
fraud rather than error, as fraud involves intentional concealment,
forgery, collusion, omission or misrepresentation.
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
27 July 2023
For and on behalf of Haysmacintyre LLP Statutory Auditors
10 Queen Street Place
London
EC4R 1AG
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Year to Year to
31 March 31 March
2023 2022
Notes GBP GBP
Turnover 3 5,048,089 6,725,613
Administrative expenses (8,741,377) (7,495,699)
Gain/(loss) on value of investments 14 (188,462) 212,550
------------------------- -------------------------
Operating loss 4 (3,881,750) (557,536)
Interest income & similar income 7 10,785 694
Interest payable 8 (29,768) (23,972)
------------------------- -------------------------
Loss before tax (3,900,733) (580,814)
Tax on loss on ordinary activities 9 - -
------------------------- -------------------------
Loss for the financial year (3,900,733) (580,814)
============ ============
Total comprehensive loss for the financial
year (3,900,733) (580,814)
============ ============
Loss per share - basic and diluted (pence) 10 (0.82) (0.14)
Turnover and operating loss for the year were derived from
continuing operations.
The Group has no recognised gains or losses other than the loss
for the current year.
There was no other comprehensive income in the year (2022:
GBPnil).
The notes on pages 32 to 48 form part of these financial
statements.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
31 March 31 March
2023 2022
Notes GBP GBP
FIXED ASSETS
Intangible fixed assets 12 1,571,037 1,741,522
Tangible fixed assets 13 233,055 270,668
------------------------- -------------------------
1,804,092 2,012,190
CURRENT ASSETS
Investments 14 210,809 519,165
Debtors 15 1,589,366 3,479,075
Cash at bank 16 2,414,786 3,159,459
------------------------- -------------------------
4,214,961 7,157,699
CREDITORS: amounts falling due within
one year 17 (1,628,620) (2,648,938)
------------------------- -------------------------
NET CURRENT ASSETS 2,586,341 4,508,761
------------------------- -------------------------
TOTAL ASSETS LESS CURRENT LIABILITIES 4,390,433 6,520,951
------------------------- -------------------------
CREDITORS: amounts falling due after
one year (24,111) (131,531)
------------------------- -------------------------
NET ASSETS 18 4,366,322 6,389,420
============ ============
REPRESENTED BY:
CAPITAL AND RESERVES
Share capital 21 2,601,248 2,345,303
Share premium 21 7,505,994 5,950,177
Share option reserve 22 172,227 106,354
Merger relief reserve 23 11,337,183 11,337,183
Reverse acquisition reserve 23 (9,557,676) (9,557,676)
Retained earnings 23 (7,692,654) (3,791,921)
------------------------- -------------------------
TOTAL 4,366,322 6,389,420
============ ============
The notes on pages 32 to 48 form part of these financial
statements. The financial statements were approved and authorised
for issue by the Directors on 27 July 2023 and were signed below on
its behalf by:
Simon McGivern
COMPANY STATEMENT OF FINANCIAL POSITION
31 March 31 March
2023 2022
Notes GBP GBP
FIXED ASSETS
Investments 13 14,396,995 14,411,988
------------------------- -------------------------
14,396,995 14,411,988
CURRENT ASSETS
Debtors 15 6,284,305 4,738,440
Cash at bank 16 911 2,778
------------------------- -------------------------
6,285,216 4,741,218
CREDITORS: amounts falling due within
one year 17 (44,751) (207,045)
------------------------ ------------------------
NET CURRENT ASSETS 6,240,465 4,534,173
------------------------- -------------------------
TOTAL ASSETS LESS CURRENT LIABILITIES 20,637,460 18,946,161
------------------------- -------------------------
CREDITORS: amounts falling due after
one year - -
------------------------- -------------------------
NET ASSETS 18 20,637,460 18,946,161
============ ============
CAPITAL AND RESERVES
Share capital 21 2,601,248 2,345,303
Share premium 21 7,505,994 5,950,177
Merger relief reserve 22 11,337,183 11,337,183
Warrant reserve 22 - -
Share option reserve 23 172,227 106,354
Retained earnings 23 (979,192) (792,856)
------------------------- -------------------------
TOTAL 20 ,637,460 18,946,161
============ ============
The parent company, Oberon Investments Group plc, generated a
loss of GBP186,336 in the year to 31 March 2023 (2022: loss of
GBP260,154).
The notes on pages 32 to 47 form part of these financial
statements. The financial statements were approved and authorised
for issue by the Directors on 27 July 2023 and were signed below on
its behalf by:
Simon McGivern
CONSOLIDATED STATEMENT OF CASH FLOWS
Note Year to Year to
31 March 31 March
2023 2022
GBP GBP
Cash flows from operating activities
Cash used in operations 26 (2,559,136) (1,611,782)
_________ -- _________
Net cash outflow from operating activities (2,559,136) (1,611,782)
Cash flows from investing activities
Purchase of tangible fixed assets (26,616) (267,833)
Acquisition of subsidiary - (223,415)
Cash in subsidiary acquired - 31,367
Purchase of intangible assets (61,884) (340)
Deferred consideration - (111,089)
Repayment of loans advanced by the Group 9,824 217,000
Acquisition of current asset investments (31,500) (472,610)
Disposal of current asset investments 151,395 241,449
Dividends received 10,785 -
Corporation tax paid (8,869) -
Interest paid (29,768) (23,972)
Interest received - 694
_________ _________
Net cash generated from/(used in) investing activities 13,367 (608,749)
Net cash from financing activities
Issue of equity 1,810,763 3,532,428
Repayment of borrowings (9,667) (6,312)
Repayment of capital from finance leases - (2,694)
_________ _________
Net cash generated from financing activities 1,801,096 3,523,422
Net (decrease)/increase in cash and cash equivalents (744,673) 1,302,891
Cash and cash equivalents at the beginning of year 3,159,459 1,856,568
_________ _________
Cash and cash equivalents at end of year 2,414,786 3,159,459
============ ==========
GROUP
As at Change As at
31 Mar'22 in year 31 Mar'23
GBP GBP GBP
Loans (43,688) 9,667 (34,021)
Finance lease liabilities - - -
Cash at bank and in hand 3,159,459 (744,673) 2,414,786
-------------------- -------------------- --------------------
Net funds 3,115,771 (735,006) 2,380,765
========== ========== ==========
As at Change As at
31 Mar'21 in year 31 Mar'22
GBP GBP GBP
Loans (50,000) 6,312 (43,688)
Finance lease liabilities (2,695) 2,695 -
Cash at bank and in hand 1,856,568 1,302,891 3,159,459
-------------------- -------------------- --------------------
Net funds 1,803,873 1,311,898 3,115,771
========== ========== ==========
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Share Share Merger Reverse Warrant Option Retained Total
relief acquisition
capital premium reserve reserve reserve reserve losses equity
GBP GBP GBP GBP GBP GBP GBP GBP
Balance as at 31
March 2021 2,038,949 2,724,103 11,337,183 (9,557,676) 53,252 - (3,194,117) 3,401,694
Parent company
reflected
on reverse
acquisition - - - - - - - -
Issue of shares by
OSL to OIG prior
to acquisition - - - - - - - -
Issue of shares by
OSL prior to RTO - - - - - - - -
Reverse
acquisition
adjustment - - - - - - - -
Issue of shares
(by
OIG) 296,354 3,196,074 - - - - - 3,492,428
Exercise of
Warrants 10,000 40,000 - - (53,252) - 53,252 50,000
Share based
charges - - - - - 106,354 (70,242) 36,112
Issue of
consideration
shares - - - - - - - -
Costs of raising
funds - (10,000) - - - - - (10,000)
Loss for the
period - - - - - - (580,814) (580,814)
---------- ---------- ----------- ------------- --------- -------- ------------ ----------
Balance as at 31
March 2022 2,345,303 5,950,177 11,337,183 (9,557,676) - 106,354 (3,791,921) 6,389,420
---------- ---------- ----------- ------------- --------- -------- ------------ ----------
Issue of shares 255,945 1,554,818 - - - - - 1,810,763
Exercise of warrants - - - - - - - -
Costs of raising
funds - 1,000 - - - - - 1,000
Share based charges - - - - - 65,916 - 65,916
Loss in the year - - - - - - (3,900,733) (3,900,733)
---------- ---------- ----------- ------------ -------- ------------ ------------
Balance as at 31
March 2023 2,601,248 7,505,994 11,337,183 (9,557,676) - 172,270 (7,692,654) 4,366,322
---------- ---------- ----------- ------------ -------- ------------ ------------
Merger
Share Share relief Warrant Option Retained Total
capital premium reserve reserve reserve losses equity
GBP GBP GBP GBP GBP GBP GBP
Balance as at 30 June
2021 2,038,949 2,724,103 11,337,183 53,252 - (585,954) 15,567,533
Issue of shares 296,354 3,196,074 - - - - 3,492,428
Issue of consideration -
shares - - - - - -
Exercise of warrants 10,000 40,000 - (53,252) - 53,252 50,000
Costs of raising funds - (10,000) - - - - (10,000)
Share based reserve
transferred from group - - - - 70,242 - 70,242
Share based payments
in year - - - - 36,112 - 36,112
Loss for the year
to 31 March 2022 - - - - - (260,154) (260,154)
---------- ---------- ----------- --------- -------- ---------- -----------
Balance as at 31
March 2022 2,345,303 5,950,177 11,337,183 - 106,354 (792,856) 18,946,161
---------- ---------- ----------- --------- -------- ---------- -----------
Issue of shares 255,945 1,554,818 - - - - 1,810,763
Exercise of warrants - - - - - - -
Costs of raising funds - 1,000 - - - - 1,000
Share based reserve
transferred from group - - - - - - -
Share based payments
in year - - - - 65,916 - 65,916
Loss for the year
to 31 March 2023 - - - - - (186,380) (186,380)
---------- ---------- ----------- --------- -------- ---------- -----------
Balance as at 31
March 2023 2,601,248 7,505,995 11,337,183 - 172,270 (979,236) 20,637,460
---------- ---------- ----------- --------- -------- ---------- -----------
NOTES TO THE FINANCIAL STATEMENTS
1. GENERAL INFORMATION
The company is a public listed company incorporated and
domiciled in England and Wales and listed on the AQSE. The address
of its registered office, and its principal trading address, is
Nightingale House, 65 Curzon Street, London, W1J 8PE. Its principal
activity is arranging deals in investments and financial
planning.
2. ACCOUNTING POLICIES
2.1 Basis of preparation
The financial statements have been prepared in accordance with
applicable United Kingdom accounting standards, including Financial
Reporting Standard 102 - 'The Financial Reporting Standard
applicable in the United Kingdom and Republic of Ireland' ('FRS
102'), Companies Act 2006.
The financial statements have been prepared on the historical
cost basis except for the modification to a fair value basis for
certain financial instruments as specified in the accounting
policies below.
The financial statements are prepared in sterling, which is the
functional currency of the Parent company and the Group. Monetary
amounts in these financial statements are rounded to the nearest
GBP.
2.2 Going concern
The Group has prepared the financial statements on a going
concern basis. After reviewing the Group and Company's annual
budget, business plan and forecasts the directors are satisfied
that the Group and the Company have adequate resources to continue
to operate for the foreseeable future and for at least twelve
months from the date of signing and confirm that the Group and
Company are a going concern.
Whilst the Directors acknowledge that the Group has been through
a year of difficult market conditions and uncertainty amongst the
wider investor community, which resulted in a loss for the year
ended 31 March 2023, the cash flow forecasts prepared indicate that
the Group has considerable cash headroom before taking into account
any cost cutting measures or the possibility of further a
successful fund raise by the parent company.
The Directors believe the going concern basis is appropriate
because (i) the Company has a strong net asset position, (ii) it is
a listed company with the ability to raise new funds if required
and (iii) it has a 100% subsidiary (Oberon Investments Limited)
which has a strong cash position. In addition the directors have
reviewed the cash flow forecasts for both the Company and the other
companies in the Group, and have concluded that the group has
enough cash resources (of currently about GBP2.4m), which will be
made available to the parent company as and when necessary, for it
to meet all of its obligations and liabilities as they fall due for
at least the next 12 months from the date of approving these
financial statements.
2.3 Turnover
Turnover represents amounts earned from stockbroking commissions
receivable on executed transactions, account administration charges
and fees receivable for the management of investment funds net of
VAT. Turnover from stockbroking is recognised upon settlement of
transactions; all other turnover is recognised when the company is
contractually entitled to do so.
Turnover from its corporate advisory business is recognised when
the company is contractually entitled to do so or when management
believes there is a very high degree of certainty over the receipt
of such revenues when a transaction is very close to completion. In
the prior year, grant income from the CJRS was included in turnover
when received. Further turnover is also generated from retainer
fees from the Group's corporate clients.
Turnover from its financial planning business represents net
revenues from services and commissions receivable, excluding value
added tax. Turnover from membership fees, initial and ongoing
advise charges is recognised over the period of subscription or
renewal, and commissions receivable on the basis of statement
entitlements.
Further turnover is also generated from interest earned on
client money balances and revenue from retainer fees from the
Group's corporate clients.
2.4 Interest income
Interest income is recognised in the Statement of Comprehensive
Income using the effective interest method.
2.5 Business combinations
Acquisitions of subsidiaries and businesses are accounted for
using the purchase method. The cost of the business combination is
measured at the aggregate of the fair values (at the date of
exchange) of assets given, liabilities incurred or assumed, and
equity instruments issued by the group in exchange for control of
the acquire plus costs directly attributable to the business
combination.
Any excess of the cost of the business combination over the
acquirer's interest in the net fair value of the identifiable
assets and liabilities is recognised as goodwill. If the net fair
value of the identifiable assets and liabilities exceeds the cost
of the business combination the excess is recognised separately on
the face of the consolidated statement of financial position
immediately below goodwill.
2.6 Intangible fixed assets other than goodwill
Intangible assets acquired separately from a business are
recognised at cost and are subsequently measured at cost less
accumulated amortisation and accumulated impairment losses.
Intangible assets acquired on business combinations are
recognised separately from goodwill at the acquisition date where
it is probable that the expected future economic benefits that are
attributable to the asset will flow to the entity and the fair
value of the asset can be measured reliably. This also includes
capitalised expenses relating to relevant acquisitions.
Amortisation is recognised so as to write off the cost or
valuation of assets less their residual values over their useful
lives. The useful economic life of the intangible asset is based
over a period of ten years.
2.7 Goodwill
Goodwill represents the excess of the cost of an acquisition
over the interest in the fair value of identifiable assets,
liabilities and contingent liabilities acquired. Goodwill is
capitalised as an intangible asset. The goodwill is amortised over
a period of 10 years on a straight line basis with the expense
being recognised in the profit and loss account on an annual basis.
The directors believe this is a reasonable period over which to
amortise the goodwill associated with the acquisition of the Oberon
group of companies - all underpinned by the continuing success of
Oberon Investments Limited, given the business has been in
existence since 1987 and the value of the business has increased
significantly since being acquired in 2017.
2.8 Tangible fixed assets
Tangible fixed assets are initially measured at cost and
subsequently measured at cost or valuation, net of depreciation and
any impairment losses.
Tangible fixed assets are stated at cost less depreciation.
Depreciation is provided at rates calculated to write off the cost
less estimated residual value of each asset over its expected
useful life, as follows:
Land and buildings Freehold 4% per annum
Fixtures, fittings & equipment 25% per annum
Computer equipment 16.6% per annum
The gain or loss arising on the disposal of an asset is
determined as the difference between the sale proceeds and the
carrying value of the asset, and is credited or charged to profit
or loss.
Additions are depreciated as if they were acquired at the
beginning of the year at a full year's rate.
2.9 Impairment of fixed assets
At each reporting period end date, the company reviews the
carrying amounts of its tangible and intangible assets to determine
whether there is any indication that those assets have suffered an
impairment loss. If any such indication exists, the recoverable
amount of the asset is estimated in order to determine the extent
of the impairment loss (if any). Where it is not possible to
estimate the recoverable amount of an individual asset, the company
estimates the recoverable amount of the cash generating unit to
which the asset belongs.
Recoverable amount is the higher of fair value less costs to
sell and value in use. In assessing value in use, the estimated
future cash flows are discounted to their present value using a
pre-tax discount rate that reflects current market assessments of
the time value of money and the risks specific to the asset for
which the estimates of future cash flows have not been
adjusted.
If the recoverable amount of an asset (or cash-generating unit)
is estimated to be less than its carrying amount, the carrying
amount of the asset (or cash-generating unit) is reduced to its
recoverable amount. An impairment loss is recognised immediately in
profit or loss, unless the relevant asset is carried at a revalued
amount, in which case the impairment loss is treated as a
revaluation decrease.
Recognised impairment losses are reversed if, and only if, the
reasons for the impairment loss have ceased to apply. Where an
impairment loss subsequently reverses, the carrying amount of the
asset (or cash-generating unit) is increased to the revised
estimate of its recoverable amount, but so that the increased
carrying amount does not exceed the carrying amount that would have
been determined had no impairment loss been recognised for the
asset (or cash-generating unit) in prior years. A reversal of an
impairment loss is recognised immediately in profit or loss, unless
the relevant asset is carried at a revalued amount, in which case
the reversal of the impairment loss is treated as a revaluation
increase.
2.10 Fixed asset investments
Investments in subsidiaries are accounted for at cost less
impairment in the individual financial statements. The directors
have assessed the value of the investment in the subsidiary and
based on the value of the business as per the recent investments
into the parent company (whose only asset is the subsidiary), no
impairment charge is required to be made.
Deferred consideration is usually recognised at the time of
acquisition, where its value is known with reasonable certainty,
and is included in the cost of the fixed asset investment. Where
deferred consideration is not initially recognised at the time of
acquisition, but subsequently becomes recognised, the cost of the
fixed asset investment is increased at that subsequent
occasion.
2.11 Debtors
Short term debtors are measured at transaction price, less any
impairment. Loans receivable are measured initially at fair value,
net of transaction costs, and are measured subsequently at
amortised cost using the effective interest method, less any
impairment.
2.12 Cash and cash equivalents
Cash is represented by cash in hand and deposits with financial
institutions repayable without penalty on notice of not more than
24 hours.
2.13 Creditors
Short term creditors are measured at the transaction price.
Other financial liabilities are measured initially at fair value,
net of transaction costs, and are measured subsequently at
amortised cost using the effective interest method.
2.14 Operating leases
Rentals under operating leases are charged to the profit and
loss account on a straight line basis over the lease term. Benefits
received and receivable as an incentive to sign an operating lease
are recognised on a straight line basis over the year until the
date the rent is expected to be adjusted to the prevailing market
rate.
2.15 Finance leases
Assets obtained under finance leases are capitalised as tangible
fixed assets. Assets are depreciated over the shorter of the lease
term and their useful lives.
Finance leases are those where substantially all of the benefits
and risks of ownership are assumed by the group. Obligations under
such agreements are included in creditors net of the finance charge
allocated to future periods. The finance elements of the rental
payment is charged to the Statement of Comprehensive Income so as
to produce a constant periodic rate of charge on the net obligation
outstanding in each period.
2.16 Pension
The Group operates a defined contribution pension scheme. All
contributions are charged to the Statement of Comprehensive Income
in the year to which they relate. The units of the plan are held
separately from the Group in independently administered funds.
2.17 Taxation
The tax expense represents the sum of the tax currently payable
and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the
year. Taxable profit differs from net profit as reported in the
profit and loss account because it excludes items of income or
expense that are taxable or deductible in other years and it
further excludes items that are never taxable or deductible. The
company's liability for current tax is calculated using tax rates
that have been enacted or substantively enacted by the reporting
end date.
Deferred tax
In accordance with FRS102, deferred tax is provided in full in
respect of taxation deferred by timing differences between the
treatment of certain items for taxation and accounting purposes.
The deferred tax balance has not been discounted.
2.18 Foreign currency
Assets and liabilities in foreign currencies are translated into
sterling at the rates of exchange ruling at the report date.
Transactions in foreign currencies are translated into sterling at
the rate of exchange ruling at the date of the transaction.
Exchange differences are taken to the profit and loss account.
2.19 Financial Instruments
The company has elected to apply the provisions of Section 11
'Basic Financial Instruments' and Section 12 'Other Financial
Instruments Issues' of FRS 102 to all of its financial
instruments.
Financial instruments are recognised in the company's balance
sheet when the company becomes party to the contractual provisions
of the instrument.
Financial assets and liabilities are offset, with the net
amounts presented in the financial statements, when there is a
legally enforceable right to set off the recognised amounts and
there is an intention to settle on a net basis or to realise the
asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include debtors and cash and bank
balances, are initially measured at transaction price including
transaction costs and are subsequently carried at amortised cost
using the effective interest method unless the arrangement
constitutes a financing transaction, where the transaction is
measured at the present value of the future receipts discounted at
a market rate of interest. Financial assets classified as
receivable within one year are not amortised.
Other financial assets
Other financial assets, including investments in equity
instruments which are not subsidiaries, associates or joint
ventures, are initially measured at fair value, which is normally
the transaction price. Such assets are subsequently carried at fair
value and the changes in fair value are recognised in profit or
loss, except that investments in equity instruments that are not
publicly traded and whose fair values cannot be measured reliably
are measured at cost less impairment.
Impairment of financial assets
Financial assets, other than those held at fair value through
profit and loss, are assessed for indicators of impairment at each
reporting end date.
Financial assets are impaired where there is objective evidence
that, as a result of one or more events that occurred after the
initial recognition of the financial asset, the estimated future
cash flows have been affected. If an asset is impaired, the
impairment loss is the difference between the carrying amount and
the present value of the estimated cash flows discounted at the
asset's original effective interest rate. The impairment loss is
recognised in profit or loss.
If there is a decrease in the impairment loss arising from an
event occurring after the impairment was recognised, the impairment
is reversed. The reversal is such that the current carrying amount
does not exceed what the carrying amount would have been, had the
impairment not previously been recognised. The impairment reversal
is recognised in profit or loss.
Derecognition of financial assets
Financial assets are derecognised only when the contractual
rights to the cash flows from the asset expire or are settled, or
when the company transfers the financial asset and substantially
all the risks and rewards of ownership to another entity, or if
some significant risks and rewards of ownership are retained but
control of the asset has transferred to another party that is able
to sell the asset in its entirety to an unrelated third party.
Classification of financial liabilities
Financial liabilities and equity instruments are classified
according to the substance of the contractual arrangements entered
into. An equity instrument is any contract that evidences a
residual interest in the assets of the company after deducting all
of its liabilities.
Basic financial liabilities
Basic financial liabilities, including creditors, bank loans,
loans from fellow group companies and preference shares that are
classified as debt, are initially recognised at transaction price
unless the arrangement constitutes a financing transaction, where
the debt instrument is measured at the present value of the future
payments discounted at a market rate of interest. Financial
liabilities classified as payable within one year are not
amortised.
Debt instruments are subsequently carried at amortised cost,
using the effective interest rate method.
Trade creditors are obligations to pay for goods or services
that have been acquired in the ordinary course of business from
suppliers. Amounts payable are classified as current liabilities if
payment is due within one year or less. If not, they are presented
as non-current liabilities. Trade creditors are recognised
initially at transaction price and subsequently measured at
amortised cost using the effective interest method.
Derecognition of financial liabilities
Financial liabilities are derecognised when the company's
contractual obligations expire or are discharged or cancelled.
2.20 Equity instruments
Equity instruments issued by the company are recorded at the
proceeds received, net of transaction costs. Dividends payable on
equity instruments are recognised as liabilities once they are no
longer at the discretion of the company.
2.21 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 income statement
over the vesting period. Non-market vesting conditions are taken
into account by adjusting the number of equity instruments expected
to vest at each balance sheet 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.
2.22 Significant judgements and estimates
In applying the Company's accounting policies, the directors are
required to make judgements, estimates and assumptions in
determining the carrying amounts of assets and liabilities and the
inputs for the share based payment calculations (as required by
Section 26 of FRS102) included in its option pricing model. The
option pricing model requires assumptions and estimates over inputs
such as the expected volatility of the shares, the expected life of
the options, and the risk-free interest rate. The directors'
judgements, estimates and assumptions are based on the best and
most reliable evidence available at the time when the decisions are
made, and are based on historical experience and other factors that
are considered to be applicable. Due to the inherent subjectivity
involved in making such judgements, estimates and assumptions, the
actual results and outcomes may differ.
The estimates and underlying assumptions are reviewed on an
on-going basis. Revisions to accounting estimates are recognised in
the year in which the estimate is revised, if the revision affects
only that period, or in the period of the revision and future
years, if the revision affects both current and future year.
Intangible assets
Contracts and Goodwill
As described in note 2.6 and note 2.7, contracts and goodwill
are recognised at the point of acquisition and have been stated as
intangible assets on the balance sheet and are amortised to the
income statement over a period of 10 years from the date of
acquisition.
Both the value of contracts and goodwill is subject to review
for impairment in accordance with FRS 102. The carrying values are
written down by the amount of any impairment and the loss is
recognised in the profit and loss account in the year in which this
occurs.
Having considered the strategic plans and projected future
cashflows of acquired contracts primarily in respect of the OIL
cash generating unit ("CGU") and to a lesser extent the Smythe
House CGU, the directors are confident that no impairment charge is
required to either the contracts nor the goodwill recognised in the
consolidated balance sheet.
3. Turnover AND SEGMENTAL REPORTING
The directors consider that there is one main operating segment
within the business, based on the way the Group is organised and
the way the internal management system operates and reports are
produced. All of the Group's revenues are generated from activities
within the UK.
An analysis of the group's turnover is as follows: Year to Year to
31 Mar 31 Mar
2023 2022
GBP GBP
Commissions 992,360 2,184,959
Investment management fees 1,810,308 1,829,804
Interest earned on cash held in investment accounts 277,912 -
Corporate finance income 1,656,660 2,467,243
Financial planning 310,849 243,607
5,048,089 6,725,613
========== ==========
4. OPERATING LOSS
Year to Year to
31 Mar 31 Mar
2023 2022
GBP GBP
The operating loss is stated after charging:
Amortisation of intangible assets 11 232,369 223,708
Depreciation of tangible assets 12 64,230 61,598
Gain/(loss) on current asset investments 14 (188,462) 212,550
Loss on disposal of fixed assets - -
Operating lease rentals and service charge 535,602 442,943
Auditors' remuneration GBP GBP
Fees payable to the Group's auditors for the audit of the Group's annual financial
statements 72,110 60,000
All other services - -
5. DIRECTORS REMUNERATION
The average number of Directors during the year was 7 (2022:
5).
The Directors and senior managers are considered to be the key
management personnel. The total remuneration paid to key management
personnel is disclosed in note 27. There are 3 directors of the
Company for whom pension contributions are being paid.
6. STAFF COSTS
Year to Year to
31 Mar 31 Mar
2023 2022
GBP GBP
Wages and salaries 4,243,557 3,603,193
Social security costs 556,034 433,188
Pension costs 78,749 69,378
4,878,340 4,105,759
========= =========
No. No.
The average monthly number of group employees during the year was: 49 41
========= =========
7. INTEREST RECEIVABLE AND SIMILAR INCOME
Year to Year to
31 Mar 31 Mar
2023 2022
GBP GBP
Interest income on the Group's bank balances - 694
Dividends received 10,785 -
------- -----------
10,785 694
======= ===========
8. INTEREST PAYABLE AND SIMILAR EXPENSES
Year to Year to
31 Mar 31 Mar
2023 2022
GBP GBP
Interest payable 28,132 22,050
9. TAXATION
Year to Year to
31 Mar 31 Mar
2023 2022
GBP GBP
Corporation tax - Group income statement
UK corporation tax at 19% (2022: 19%) - -
Deferred tax
Origination and reversal of timing differences - -
-------- -------
Taxation on loss on ordinary activities Nil Nil
============= =======
Factors affecting the group tax credit for the period
The actual tax (credit)/charge for the year can be reconciled to the expected
(credit)/charge
based on the profit or loss and the standard rate of tax as follows:
Year to Year to
31 Mar 31 Mar
2023 2022
GBP GBP
Group loss on ordinary activities before tax (3,900,733) (580,814)
Expected tax credit based on the standard rate of corporation
tax in the UK of 19% (2018:
19%) (741,139) (110,355)
Effects of:
Expenses not deductible for tax purposes 85,047 45,556
Fixed asset differences 11,519 (2,264)
Profit on disposal of investments not taxable (2,049) (40,384)
Deferred tax not recognised 647,464 100,218
Other adjustments (833) 7,229
Total tax for the period Nil Nil
=============== =========
The group has cumulative trading losses carried forward of GBP 6,509,609 (2022:
GBP3,333,193),
which potentially can be utilised against future profits generated by the group.
However,
no deferred tax asset has been recognised in respect of these losses in view of the
group's
history of losses and consequently recoverability is not sufficiently certain.
Factors that may affect future tax charges
Losses carried forward to use against future profits. In addition the Finance Act 2021
announced
that the main UK Corporation Tax rate will increase from 19% to 25% on 1 April 2023 for
companies
with profits over GBP250,000.
10. LOSS PER SHARE
The loss per share is based upon the loss of GBP 3,900,733
(2022: loss of GBP580,814) and the weighted average number of
ordinary shares in issue for the year of 478,347,749 (2022:
410,378,642).
The loss incurred by the Group means that the effect of any
outstanding options would be considered anti-dilutive and is
ignored for the purposes of the loss per share calculation.
11. INTANGIBLE ASSETS
Group Goodwill Contracts Capitalised Totals
expenditure
GBP GBP GBP GBP
Cost
At 1 April 2022 1,690,811 762,000 - 2,452,811
On acquisition - - - -
Other additions 5,759 - 56,125 61,884
Disposals - - - -
--------------
At 31 March
2023 1,696,570 762,000 56,125 2,514,695
----------- ----------- -------------- ---------
Amortisation
At 1 April 2022 480,122 231,167 - 711,289
Amortisation 166,287 65,000 1,082 232,369
Eliminated on - - - -
disposals
--------------
At 31 March
2023 646,409 296,617 1,082 943,658
----------- ----------- -------------- ---------
Net Book Value
At 31 March 2022 1,210,689 530,833 - 1,741,522
=========== =========== ============== =========
At 31 March
2023 1,050,161 465,833 55,043 1,571,037
=========== =========== ============== =========
The Company has no intangible assets.
12. TANGIBLE FIXED ASSETS
Fixtures, fittings Computer Total
& equipment equipment
Group GBP GBP GBP
Cost
At 1 April 2022 75,116 367,538 442,654
Additions 12,030 14,586 26,616
Disposals - - -
------------------ ----------- -------
At 31 March 2023 87,146 382,124 469,270
------------------ ----------- -------
Depreciation
At 1 April 2022 55,594 116,392 171,986
Charge for year 10,252 53,977 64,229
Eliminated on disposals - - -
------------------ ----------- -------
At 31 March 2023 65,846 170,369 236,215
------------------ ----------- -------
Net Book Value
At 1 April 2022 19,522 251,147 270,668
================== =========== =======
At 31 March 2023 21,300 211,755 233,055
================== =========== =======
The Company has no fixed assets.
13. FIXED ASSET INVESTMENTS
PARENT COMPANY GBP
At 1 April 2022 14,411,988
Additions -
Disposals (14,993)
==========
At 31 March 2023 14,396,995
==========
SUBSIDIARY UNDERTAKINGS
The following were subsidiary undertakings of Oberon Investments
Group plc:
Country Nature of
Company Name Registered Office Interest of Incorporation Business
Oberon Securities 65 Curzon Street, 100% UK Corporate
Ltd London Advisory
and parent
of OIL
(OSL) (direct)
Oberon Investments First floor, 12 100% UK Broker &
Ltd Hornsby Square
(OIL) Southfields Business (indirect) wealth
Park
Basildon, Essex manager
Smythe House Ltd 65 Curzon Street, 100% UK Wealth
London
(indirect) manager
GMC EBT Ltd 65 Curzon Street, 100% UK Dormant
London
(indirect)
Barnard Nominees First floor, 12 100% UK Dormant
Ltd Hornsby Square
Southfields Business (indirect)
Park
Basildon, Essex
The share capital and reserves at 31 March 2023 and the profit
and loss for the year ended on that date for the individual
subsidiary undertakings were as follows:
Company Name Aggregate of share
capital and reserves Profit/(Loss)
GBP GBP
Oberon Securities Ltd 3,561,001 (414,993)
Oberon Investments Ltd 5,107,106 (43,298)
Smythe House Ltd 216,344 (94,653)
GMC EBT Ltd 100 -
Barnard Nominees Ltd 2 -
The Group completed the acquisition of a 63% stake of Logic Investments Limited on 9(th) June
2023. Logic Investments Limited is incorporated in the UK and its nature of business is to
provide custody and operations services to third-party wealth managers.
14. CURRENT ASSET INVESTMENTS
Group GBP
At 1 April 2022 519,165
Additions at cost 31,500
Sales proceeds (151,394)
Realised gains/(losses)
in year (54,233)
Unrealised
gains/(losses) in year (134,229)
At 31 March 2023 210,809
==============
The investments are warrants or shares in quoted companies taken
as part of the Group's fees. Warrants were valued at the date the
warrants were issued and then subsequently revalued through the
income statement using the Black-Scholes methodology. A 20%
liquidity discount was then applied to the resulting valuation, as
a conservative estimate, to reflect the relatively illiquid nature
of the underlying financial instruments. Shares were valued at
their mid-market price at the balance sheet date.
15. DEBTORS 2023 2022
Group Company Group Company
GBP GBP GBP GBP
Trade debtors 127,315 - 1,411,068 -
Rent and other
deposits 69,020 - 62,995 -
Other debtors 531,320 - 841,024 700,000
Prepayments and
accrued income 861,711 3,202 1,163,988 3,202
Amounts due
from
subsidiary
undertakings - 6,281,103 - 4,035,238
--------------------- ---------------------- --------------------- ----------------------
1,589,366 6 ,284,305 3,479,075 4,738,440
=========== =========== ========== ===========
16. CASH AND CASH EQUIVALENTS
2023 2022
Group Company Group Company
GBP GBP GBP GBP
Cash at bank and in hand 2,414,786 911 3,159,459 2,778
=========== =========== =========== ===========
=============
CREDITORS:
amounts
falling
due within
17. one year 2023 2022
Group Company Group Company
GBP GBP GBP GBP
Trade
creditors 469,065 871 1,311,633 1,200
Other taxes
and social
security 178,372 - 159,141 -
Other
creditors 82,221 - 90,315 -
Borrowings 9,910 - 9,666 -
Deferred
consideration 97,499 - 64,509 -
Finance lease 3,778 - - -
creditor
Accruals and
deferred
income 787,745 43,880 1,013,674 57,057
Amounts due
to subsidiary
undertakings - - - 148,788
--------------------- ---------------------- --------------------- ----------------------
1,628,620 44,751 2,648,938 207,045
=========== =========== ========== ===========
CREDITORS: amounts falling in
18. more than one year
2023 2022
Group Company Group Company
GBP GBP GBP GBP
Borrowings 24,111 - 34,022 -
Deferred consideration - - 97,509 -
--------------------- ---------------------- --------------------- --------------------
24,111 - 131,531 -
=========== =========== ========== ===========
19. COMMITMENTS UNDER OPERATING LEASES
At 31 March 2023 the Group and Company had future minimum
commitments under non-cancellable operating leases as set out
below:
Group 2023 2022
Land & Land & Buildings
Buildings
GBP GBP
Within one year 340,723 305,000
Between one and five
years 102,000 4,713
----------------- -----------------
442,723 309,713
========= =========
Company
The Company had no commitments under non-cancellable operating
leases at the end of either year.
20 . PENSION COMMITMENTS
The Group contributes to a defined contribution scheme. The
assets and liabilities of the scheme are held separately from those
of the Group. Employer's contributions in respect of the scheme
totalled GBP76,910 (2022: GBP69,378) during the year, and at 31
March 2023 GBP7,683 (2022: GBP6,063) remained payable.
SHARE CAPITAL OF OBERON INVESTMENTS GROUP PLC
Movements in share capital and share premium reserves
No. of Share Share
shares capital premium
GBP GBP
Total as at 1 April 2022 469,060,613 2,345,304 5,950,177
June 2022 - Smythe House consideration 1,063,717 5,318 51,058
January 2023 - Fundraise 50,125,311 250,627 1,504,759
------------ ---------- ----------
Total as at 31 March 2023 520,249,641 2,601,248 7,505,994
============ ========== ==========
22. EQUITY SETTLED SHARE OPTION RESERVE
Movements in the number of share options outstanding and their
related weighted average exercise prices (WAEP) are as follows:
31 March 2023
2019 EMI 2021 EMI Unapproved Options 2022 EMI
------------------ ----------------- --------------------------- -------------
Options WAEP Options WAEP Options WAEP Options WAEP
(p) (p) (p) (p)
Outstanding
at start
of year 39,261,125 0.62 7,762,500 4.00 10,000,000 4.00
Granted - - - - - - 6,319,557 5.93
Expired/forfeited - - (148,000) 4.00 - - (212,255) -
Exercised - - - - - - - -
------------------- ----------- ----- ---------- ----- ----------- ----- ------------ --------
Outstanding
at end of
year 39,261,125 0.62 7,614,500 4.00 10,000,000 4.00 6,104,302 5.93
Exercisable
at end of
year 30,566,556 0.79 - - 1,111,111 4.00 - -
Weighted
average life 6.47 8.35 1.08 2.34
------------------- ----------- ----- ---------- ----- ----------- ----- ------------ --------
31 March 2022
2019 EMI 2021 EMI Unapproved
Options
------------------ ----------------- ------------------
Options WAEP Options WAEP Options WAEP
(p) (p) (p)
Outstanding
at start
of year 39,261,125 0.62 - - - -
Granted - - 7,762,500 4.00 10,000,000 4.00
Expired/forfeited - - - - - -
Exercised - - - - - -
------------------- ----------- ----- ---------- ----- ----------- -----
Outstanding
at end of
year 39,261,125 0.62 7,762,500 4.00 10,000,000 4.00
Exercisable
at end of
year 29,211,556 0.83 - - - -
Weighted
average life 7.47 9.35 2.08
------------------- ----------- ----- ---------- ----- ----------- -----
The weighted average life represents the weighted average
contractual life in years to the expiry date of options outstanding
at the end of the year.
The pricing models used to value these options and their inputs
are as follows:
2019 EMI 2021 EMI Unapproved 2022 EMI
option option Option
plan plan options plan
Black Black Black Scholes Black
Pricing model Scholes Scholes Scholes
--------------------- ----------- ---------- -------------- ----------
Date of grant 30/8/19 1/7/21 24/4/21 01/08/22
- -
27/09/19 6/10/21
Share price 0.89 -
at grant (p) 0.94 4.0 - 6.5 4.0 0.6
Exercise price
(p) 0.0 - 0.94 4.0 4.0 5.9 - 6.5
Expected volatility 30% 30% 30% 30%
Expected life
(years) 10 10 10 3
Risk-free rate 0.50% 0.50% 0.50% 0.5%
Expected dividend N/A N/A N/A N/A
yield
---------------------- ----------- ---------- -------------- ----------
The 2019 EMI plan shown above was originally held in Oberon
Securities Limited (a 100% owned subsidiary) but was transferred to
the Company following approval by HM Revenue and Customs in April
2021. The scheme was transferred on equivalent terms and
valuation.
The net charge recognised in the period for these option plans
was GBP65,912 (2022: GBP36,112).
23. RESERVES
Retained earnings
The group's retained earnings reserve consists of accumulated
profits and losses of the parent company since incorporation, less
any dividends which have been paid, plus any accumulated profits
and losses of its subsidiary companies generated from the date of
their acquisition, less any dividends which they have paid.
Share premium
The share premium reserve represents the premium paid for share
capital in excess of its nominal value.
Share warrant reserve
The share warrant reserve represents the cumulative fair value
of warrants which have vested and have been charged through the
income statement but have not yet been exercised. Following the
exercise of warrants in April 2021, there are no more warrants in
issue.
Share option reserve
The share option reserve represents the cumulative fair value of
warrants which have vested and have been charged through the income
statement but have not yet been exercised.
Merger relief reserve
The merger relief reserve represents the premium for the
consideration shares, issued as part of the RTO, over their nominal
value.
Reverse acquisition reserve
This represents the impact on equity of the reverse acquisition
of Oberon Securities Limited.
PROFIT FOR THE FINANCIAL YEAR
The parent company has taken advantage of Section 408 of the
Companies Act 2006 and has not included its own profit and loss
account in these financial statements. The Company's loss for the
year to 31 March 2023 was GBP186,336 (2022: loss of
GBP260,154).
25. OFF BALANCE SHEET ARRANGEMENTS
In line with the 'Balances with clients and counterparties'
accounting policy (note 1.15), client free money balances have been
recognised off balance sheet.
At the year end the group held GBP39,523,398 (2022: GBP
15,586,886) in the client free money balances off the balance
sheet.
26. CASH GENERATED FROM OPERATIONS
Group Year to Year to
31 March 31 March
2023 2022
GBP GBP
Loss for the year after tax (3,900,733) (580,814)
Adjustments for:
Finance costs 29,768 23,972
Investment income - (694)
Dividends received (10,785) -
(Gains)/losses on current asset investments 188,462 (212,550)
Depreciation 64,229 61,598
Amortisation 232,369 223,708
Employment related share-based charge 65,916 36,112
Movement in working capital
(Increase)/Decrease in debtors 1,889,709 (70,583)
Increase/(decrease) in creditors (1,118,071) (1,092,531)
Cash used in operations (2,559,136) (1,611,782)
============ ============
27. RELATED PARTY TRANSACTIONS
Group
Remuneration of key management personnel
All directors and certain senior employees who have authority
and responsibility for planning, directing and controlling the
activities of the company are considered to be key management
personnel. The remuneration of key management personnel is as
follows.
Year to Year to
31 March 31 March
2023 2022
GBP GBP
Key management personnel remuneration 2,353,038 1,400,996
The company has taken advantage of exemption, under the terms of
Financial Reporting Standard 102 "The Financial Reporting Standard
applicable in the UK and Republic of Ireland", not to disclose
related party transactions with its wholly owned subsidiaries.
28. ULTIMATE CONTROLLING PARTY
The Directors consider that there is no one controlling party
who controls the Group.
29. EVENTS AFTER THE REPORTING PERIOD
The Group completed the acquisition of a 63% stake of Logic
Investments Limited on 9 June 2023. Logic Investments Limited is
incorporated in the UK and its nature of business is to provide
custody and operations services to third-party wealth managers.
On 20 July 2023, the Group exchanged contracts with Nexus
Central Management Services Limited to acquire Nexus Investment
Management Limited, the manager of the Nexus Investments Evergreen
EIS Scale-Up Fund. The purchase is subject to FCA approval.
The acquisition will be funded through the issue of 7.5m new
ordinary shares in Oberon.
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