TIDMACC
RNS Number : 5856F
Access Intelligence PLC
19 July 2021
ACCESS INTELLIGENCE PLC
("Access Intelligence", the "Company" or the "Group")
INTERIM RESULTS
Access Intelligence Plc, (AIM: ACC) the technology innovator
delivering Software-as-a-Service (SaaS) solutions for the global
marketing and communications industries, is pleased to announce its
unaudited half year results for the six months ended 31 May
2021.
Highlights:
-- Annual Contract Value ("ACV") base increased by GBP2.7
million (25% annualised) to GBP24.7 million (H1 2020: growth of
GBP1.1 million to GBP19.1 million). Over the 12 month period to 31
May 2021, ACV increased by GBP5.5 million (29% organic growth).
-- The Group's first half revenue increased by approximately 17%
to GBP11.0 million (H1 2020: GBP9.4 million).
-- The Group delivered an Adjusted EBITDA* loss in the period of
GBP135,000 (H1 2020: loss of GBP147,000), reflecting additional
investment in sales and marketing to drive global expansion.
-- Encouraging progress already being made in North America with
a number of blue chip customer contracts won in the period and the
region contributing 23% of total ACV growth in the period.
-- At 31 May 2021, cash balance was GBP8.8 million (H1 2020:
GBP2.6 million and FY 2020: GBP1.4 million).
-- In December 2020, the Group announced an oversubscribed
placing of 12,500,000 ordinary shares to raise gross proceeds of
GBP10.0 million. The net proceeds of GBP9.6 million are to be used
to enhance the Group's technology and platform of products, for
further geographic expansion, to continue to explore suitable
acquisition opportunities in line with the Group's strategy and to
further strengthen its balance sheet.
-- Post period end, in June 2021, the Group announced the terms
of a recommended acquisition of the entire issued and to be issued
ordinary share capital of Isentia Group Limited ('Isentia') for an
equity valuation of approximately AUD$35.6 million (GBP19.4
million). The acquisition will be funded by an oversubscribed
conditional placing of 39,847,658 ordinary shares and a conditional
subscription for 1,819,009 ordinary shares to raise aggregate gross
proceeds of GBP50.0 million. The proceeds will also be used to
repay Isentia's gross debt of approximately AUD$45 million (GBP24.6
million).
-- The acquisition of Isentia will enable the Company to benefit
from greater scale, a superior product offering and greater
geographic reach. It also represents an opportunity to scale Access
Intelligence's sales infrastructure into the fast-growing APAC
market and is an ideal platform for cross-selling opportunities for
Access Intelligence's Pulsar audience intelligence and social
listening platform.
-- Strengthened board as the company expands its geographic reach:
o Sarah Vawda appointed to the Board as Non-Executive Director
and Chair of the Group's Audit Committee in March 2021. Sarah is
currently Corporate Development Director for Johnson Matthey plc
and is a highly experienced executive and non-executive director
with expertise across corporate strategy, M&A, finance,
corporate governance and corporate development.
o Katie Puris appointed to the Board as Non-Executive Director
in June 2021. Katie is the Managing Director of Global Business
Marketing for TikTok, where she leads a creative marketing team and
drives awareness of TikTok's innovative digital marketing solutions
that give brands and marketers the tools to be creative
storytellers and challenge the status quo.
Christopher Satterthwaite, non-executive Chairman,
commented:
"I'm delighted that Access Intelligence continues to deliver
strong organic growth due to its exceptional people and products.
The expanding market opportunity and appetite for the Group's
products and services is clear with continued growth in both
revenue and customer retention.
Growth has been capitalised on with significant investment in
product innovation and operational scale accelerating expansion
into North America and APAC for the second half of the year and the
future."
* Adjusted EBITDA is earnings before interest, tax, depreciation
and amortisation and adjusted for share based payments, share of
losses of an associate and non-recurring expenses primarily
relating to acquisition costs in respect of the proposed Isentia
transaction in the current and prior periods, in addition to the
acquisition and integration of Pulsar in the prior period.
For further information:
Access Intelligence plc 020 3426 4024
Joanna Arnold (CEO) / Mark Fautley (CFO)
finnCap Limited (Nominated Adviser and Broker) 020 7220 0500
Corporate Finance:
Marc Milmo / Kate Bannatyne / Fergus Sullivan
Corporate Broking:
Alice Lane / Sunila de Silva
Prior to publication, the information contained within this
announcement was deemed by the Company to constitute inside
information as stipulated under the Market Abuse Regulations (EU)
No. 596/2014 ("MAR"). With the publication of this announcement,
this information is now considered to be in the public domain.
Chairman's statement
I am pleased to announce our unaudited interim results for the
six months ended 31 May 2021.
Access Intelligence has had a strong first half of 2021,
delivering sustained organic growth momentum alongside significant
progress against the Group's strategy, built around five key
pillars:
-- Innovation - Developing an integrated marketing intelligence
proposition that spans from analytics to activation and encompasses
the products we currently offer as well as the ongoing development
of our offering and technologies we are acquiring
-- Transformation - Leading and preparing the industry for a new
world of data-driven marketing and showing organisations and
practitioners what success looks like.
-- Expansion - Focusing on organic growth for the most mature
and sophisticated markets, while deploying partnerships and seeking
acquisitions in the newest, up-and-coming markets.
-- Customer experience - Optimising our suite of products to
deliver the best customer experience in the industry, underpinned
by empowering customers with a self-service model to maximise
operational gearing as we scale globally.
-- Ethics - Protecting the public and our customers by promoting
and developing market best practice in the use of data that support
privacy, consent, and transaction transparency as a priority.
Continued growth
The Group has delivered 25% annualised organic growth in ACV i n
the first half, with growth over the last 12 months exceeding 29%.
The growth in ACV has been underpinned by a 48% increase in new
business ACV compared to H1 2020, alongside an 8 percentage point
increase in renewal rates, and has contributed to a 17% increase in
revenue compared to H1 2020.
Throughout the pandemic, we have seen high demand for audience
understanding and intelligence, particularly via social listening,
alongside the means to operate complex marcoms strategies. Our
integrated platform supports brands, agencies, non-profits, and
public sector organisations as they deliver against their
increasingly demanding objectives. Now our technologies have been
proven in established markets, there is a clear opportunity to take
advantage of untapped markets in rapidly growing regions as part of
our global expansion strategy.
The Group's continued ACV growth enables sustained investment in
the technical capabilities of the Group's product platform
alongside further scaling of its commercial operations. The
investment made during 2021 into marketing, commercial enablement
and sales has specifically targeted enterprise sized clients and
prospects and is already showing fruition with an increased average
ACV of new business wins for both enterprise software and insights.
These high growth areas are a testament to the Group's new premium
positioning and are areas that we will keep investing in as we
continue to expand our global footprint.
The Group's pursuit of excellence is demonstrated by the type of
clients who have developed their relationships with us, either
internally or through advocating our services to their external
stakeholders. The Twitter partnership, for example, has resulted in
Pulsar's analytics being employed across clients including Google,
Spotify, and Verizon. Similarly, our Amazon relationship continues
to expand into new parts of its business, including live-streaming
platform Twitch.
Strategic progress
A key pillar of our strategy focuses on Expansion, primarily in
the European, North American & APAC markets.
The Group has its roots in the European market with a nascent
but fast-growing operation in North America and it is these two
markets that have contributed to the 29% ACV growth over the last
12 months. The Group is focused on delivering organic growth in
Europe and North America and, during the first half, completed a
GBP10m fundraise (before expenses) with a significant proportion of
the proceeds being allocated for expansion of the Group's North
America sales and marketing activity.
Progress in building out the North America sales and marketing
team is ahead of expectations with 13 new hires made in the period
and all key roles now filled. In addition, there are multiple
candidates for 'Phase 2' hiring that are in process with targeted
start dates in August and September 2021. This team is now building
an exciting pipeline of opportunities with North America having
already contributed 23% of total ACV growth in the first half.
As the fastest growing market for social, the Group's strategy
for APAC is focused on acquisitions and partnerships. In June 2021,
the Group announced the recommended acquisition of Isentia. Isentia
is the market leader for media intelligence and insights in APAC,
operating across eight geographical markets covering Australia, New
Zealand and South-East Asia working with c.2,400 customers.
The acquisition of Isentia will enable the Company to benefit
from greater scale, a superior product offering and greater
geographic reach. It will provide an established commercial and
operational infrastructure to enhance our organic expansion of
social media into the APAC market, alongside exceptional localised
knowledge, teams, products, and services. It also provides an
enviable blue chip and government client base for upsell and cross
sell opportunities. Indeed, Access Intelligence is already starting
to work with Isentia on specific opportunities to partner the
Group's social products with Isentia's existing media intelligence
products in the APAC region.
The Group has also made good progress against other elements of
its strategy. Innovation is being fueled through back-end data
processing and data science, with new releases including a first
party data solution for brands to be able to ingest primary text,
visual and statistical datasets, from customer feedback to sales
performance and stock market data. This enables clients to leverage
the Group's data mining, AI and visualisation technologies to
analyse their proprietary data alongside the Group's other data
sources, to provide a real 360 view of their customers and other
stakeholders, alongside their interactions with the organisation's
reputation, communications narratives, brands and products.
Additional data sets have also been added to the Group's product
offering to support accelerating international growth.
The appointment of a new Chief Operating Officer ('COO') during
the first half forms a key part of the Group's plan to enhance and
scale customer service operations globally. With a background in
scaling successful operations and customer service teams for global
data businesses, the COO's remit is to deliver best in industry
customer service whilst enabling a self-service model to maximise
operational gearing as the Group scales into new geographies.
Board changes
The Group is delighted to have welcomed Sarah Vawda and Katie
Puris to the Board as Non-Executive Directors. Both pioneers within
their respective industries, Sarah and Katie bring vast experience
while maintaining a desire to drive real change from a company
performance and corporate responsibility standpoint. They are
already providing invaluable insight to the board and the wider
organisation .
Sarah brings tremendous strategic, M&A and finance
experience from a range of positions and industries that will help
Access Intelligence develop on the foundations that have been built
in recent years. As Chair of the Audit Committee she will play a
key role in ensuring good corporate governance as the Group
continues to expand both organically and through acquisition.
Sarah is passionate about and engaged in the diversity debate
and is a Trustee and Audit Committee Chair of The Girls Network, a
charity that provides mentoring to girls from disadvantaged
backgrounds. She will enable the Group's accessmatters initiative
for diversity and organisational inclusion, designed to encourage
listening, sharing of experience and best practice while promoting
collaboration around the actions that will have greatest positive
impact on our industry and our society.
Katie couldn't be more aptly placed to contribute to our vision
and purpose as she's at the forefront of how the explosion of
digital content generated by audiences is changing how brands and
society behave. Her role as Managing Director of Global Business
for TikTok and history at Google, Facebook and BBDO has uniquely
aligned her with our vision and how we bring it to different
markets around the world.
Katie also serves on the board of two education-based
non-profits - the Windward School, supporting children with
learning disabilities, and Hudson Link, providing higher education
to incarcerated men and women.
The welcome addition of Sarah and Katie is also a phenomenal
milestone for something that we deeply care about, which is to
increase the diversity of genders and ethnicities, and their
representation within the Group. The first milestone for this is
that we now have a gender balanced board. This is vital for
inspiring the next generation of leaders within the company and is
something that we are taking to the industry too by joining the 30%
club, which sets the goal for all companies to have at least 30%
female representation on their boards. This will be finalised after
the acquisition of Isentia, however we are already providing
pro-bono services to the organisation.
Results for the half year
The primary key performance indicator monitored by the Board is
the growth in the ACV base year-on-year. This reflects the annual
value of new business won, together with upsell into the Company's
existing customer base as it delivers against its land and expand
strategy, less churn. It is an important metric for the Group as it
is a leading indicator of future revenue.
During the period, the Group's ACV base grew by GBP2.7 million
(25% annualised) to GBP24.7 million (H1 2020: growth of GBP1.1
million to GBP19.1 million). Over the full 12 month period to 31
May 2021, ACV increased by GBP5.5 million (29% organic growth).
Revenue for the period grew by 17% to GBP11.0 million (H1 2020:
GBP9.4 million). The year-on-year increase was primarily driven by
ACV growth resulting from strong new business performance alongside
continued improvements in the Group's renewal rates. Recurring
revenue comprised 94% of total revenue (H1 2020: 94%).
Gross profit increased by 22% year-on-year to GBP8.1 million (H1
2020: GBP6.6 million) with the Group delivering a gross margin of
74% (H1 2020: 71%). Gross margin improved compared to the prior
period as the Group is able to leverage fixed cost data feeds more
effectively as its revenue increases.
Adjusted earnings before interest, tax, depreciation and
amortisation ("EBITDA") were a loss of GBP135,000 compared to a
loss GBP147,000 in H1 2020. Adjusted EBITDA excludes certain
non-recurring items totalling GBP1,332,000 for the period (H1 2020:
GBP730,000), in addition to the Group's share of loss of an
associate of GBP71,000 (H1 2020: GBP74,000) and a share-based
payments charge of GBP72,000 (H1 2020: GBP46,000).
Non-recurring items in the period included acquisition related
legal and due diligence costs of GBP1,332,000 (H1 2020: GBPNil) and
transition and migration costs in respect of acquisitions of GBPNil
(H1 2020: GBP730,000). Reported EBITDA loss was GBP1,610,000 (H1
2020: loss of GBP997,000).
The Group increased its investment in the Vuelio and Pulsar
platforms with identifiable new product development activity being
capitalised. The Group capitalised development costs of
GBP1,248,000 for the period (H1 2020: GBP958,000), with a further
GBP723,000 (H1 2020: GBP782,000) of product, research and
development costs being expensed through profit and loss.
The Group's operating loss was GBP3,263,000 (H1 2020: loss
GBP2,683,000). The Group incurred GBP1,653,000 of depreciation and
amortisation charges (H1 2020: GBP1,686,000).
The basic loss per share was 4.07p (H1 2020: loss 3.91p).
On 9 December 2020, the Group announced a placing of 12,500,000
ordinary shares at a price of 80 pence per share to raise gross
proceeds of GBP10,000,000. The net proceeds of GBP9,630,000 are to
be used to enhance the Group's technology and platform of products,
for further geographic expansion, to continue to explore suitable
acquisition opportunities in line with the Group's strategy and to
further strengthen its balance sheet.
The Group also announced on 9 December 2020 that it had secured
a GBP2 million, three year facility under the Coronavirus Business
Interruption Loan Scheme (CBILS). The facility was drawn down
during December 2020, has a 12-month interest-free period following
drawdown and an interest rate of 2.03% plus LIBOR or replacement
benchmark rate per annum on the drawn down amount thereafter. The
funds are repayable in equal monthly instalments over 36 months and
there will be no penalty for making early repayment of the
facility. The CBILS loan will be repaid in full on completion of
the acquisition of Isentia.
The Group held cash at the end of the period of GBP8,773,000 (H1
2020: GBP2,647,000).
Events after the reporting date
On 15 June 2021, the Group announced that the boards of Access
Intelligence and Isentia have agreed the terms of an acquisition
pursuant to which Access Intelligence will acquire Isentia for an
equity valuation of approximately AUD$35.6 million (GBP19.4
million).
The acquisition also means that the Company will acquire
Isentia's existing senior debt and other indebtedness. To fund the
equity consideration of the acquisition and repay the full amount
of the drawn down debt of Isentia, the Group also announced a
placing of 39,847,658 ordinary shares and a subscription for
1,819,009 ordinary shares to raise aggregate gross proceeds of
GBP50.0 million.
The acquisition is being effected by a Court approved scheme of
arrangement between Isentia and Isentia shareholders in New South
Wales, Australia. The fundraise and acquisition of Isentia were
approved at a General Meeting of the Company on 9 July 2021. The
Australian court process is ongoing.
On 14 June 2021, the Company entered into a spot exchange option
to protect against fluctuations in foreign currency exchange rates
in respect of the risk of the proceeds of the placing being payable
in sterling but the consideration due under the acquisition being
payable in AUD$. The agreement provides the Company with a foreign
exchange option to sell GBP and buy AUD$70.0 million.
On 15 June 2021 the Group and Spheria Asset Management Pty
entered into a share purchase agreement whereby the Group agreed to
purchase 39,708,447 fully paid ordinary shares in Isentia Group
Limited from Spheria Asset Management Pty for an aggregate purchase
price of AUD$6.9 million.
On 15 June 2021, the Company also announced a retail offer via
PrimaryBid of up to GBP2.0 million to facilitate retail
participation in the company's shares. Following the successful
closing of the retail offer, the Company raised gross proceeds of
approximately GBP1.45 million.
On 16 July 2021, the First Court Hearing was held at which the
Supreme Court of New South Wales approved, inter alia, the
distribution of the scheme booklet to Isentia's shareholders which
includes the notice of the scheme meeting, the recommendation of
the board of Isentia and the independent expert's report. The
independent expert, KPMG, has determined that, in the absence of a
superior proposal, the scheme is fair and reasonable and therefore
in its opinion in the best interests of Isentia shareholders.
Further information on events after the reporting date is
contained within Note 5.
Outlook
The Group's focus in 2021 is about putting a platform in place
to expand our product proposition globally whilst continuing to
scale in our established markets through increased sales and
improved customer retention.
The Group's ongoing investment in its products and operations
will provide customers with a better user experience and a more
diverse range of services, while the expansion of our North America
commercial team is expected to drive a significant increase in ACV
from that market.
Completion of the acquisition of Isentia in September 2021 will
demonstrate the expanded Group's ambition to leverage its
proprietary technology for broadcast inputs, extensive global
client roster and reach into markets seeking the combination of
traditional media insight combined with the latest in social
intelligence.
The directors remain very positive about the outlook for the
Group. The first half has seen sustained growth momentum whilst we
have implemented further enhancements to the Group's products and
operations to facilitate accelerated expansion into North America
and APAC in the second half and beyond.
Christopher Satterthwaite
Non-executive Chairman
Access Intelligence Plc
Consolidated Statement of Comprehensive Income
for the six months ended 31 May 2021
Unaudited Unaudited Audited
6 months ended 6 months ended Year ended
31-May-21 31-May-20 30-Nov-20
GBP'000 GBP'000 GBP'000
Revenue 11,000 9,379 19,070
Cost of sales (2,875) (2,733) (5,314)
--------------- --------------- -----------
Gross profit 8,125 6,646 13,756
Recurring administrative expenses (8,260) (6,793) (13,070)
--------------- --------------- -----------
Adjusted EBITDA (135) (147) 686
Non-recurring administrative expenses (1,332) (730) (2,479)
Share of loss of associate (71) (74) (160)
Share-based payments (72) (46) (107)
--------------- --------------- -----------
EBITDA (1,610) (997) (2,060)
Depreciation of tangible fixed assets (110) (109) (228)
Depreciation of right-of-use assets (325) (321) (645)
Amortisation of intangible assets
- internally generated (672) (525) (1,162)
Amortisation of intangible assets
- acquisition related (546) (731) (1,280)
--------------- --------------- -----------
Operating loss (3,263) (2,683) (5,375)
Financial income 10 2 6
Financial expense (169) (187) (377)
--------------- --------------- -----------
Loss before tax (3,422) (2,868) (5,746)
Taxation credit 50 48 660
--------------- --------------- -----------
Loss for the period (3,372) (2,820) (5,086)
Other comprehensive income (13) - (8)
--------------- --------------- -----------
Total comprehensive loss for the
period attributable to the owners
of parent company (3,385) (2,820) (5,094)
--------------- --------------- -----------
Earnings per share:
Basic loss per share (4.07)p (3.91)p (7.06)p
Diluted loss per share (4.07)p (3.91)p (7.06)p
Access Intelligence Plc
Consolidated Statement of Financial Position
at 31 May 2021
Unaudited Unaudited Audited
As at As at As at
31-May-21 31-May-20 30-Nov-20
GBP'000 GBP'000 GBP'000
Non-current assets
Intangible assets 15,786 15,880 15,732
Investment in associate 873 43 57
Property, plant and equipment 411 641 496
Right-of-use assets 2,005 2,624 2,329
Deferred tax assets 18 21 18
----------- ----------- ---------
Total non-current assets 19,093 19,209 18,632
----------- ----------- ---------
Current assets
Trade and other receivables 7,786 6,429 5,976
Current tax receivables 548 617 548
Cash and cash equivalents 8,773 2,647 1,403
Total current assets 17,107 9,693 7,927
----------- ----------- ---------
TOTAL ASSETS 36,200 28,902 26,559
----------- ----------- ---------
Current liabilities
Trade and other payables 3,516 4,941 4,412
Accruals 2,138 836 1,209
Contract assets 9,928 8,105 8,122
Lease liabilities 796 277 558
Interest bearing loans and
borrowings 667 12 -
Total current liabilities 17,045 14,171 14,301
----------- ----------- ---------
Non-current liabilities
Provisions 213 213 213
Lease liabilities 2,003 2,626 2,441
Interest bearing loans and
borrowings 1,064 - -
Deferred tax liabilities 474 595 520
----------- ----------- ---------
Total non-current liabilities 3,754 3,434 3,174
----------- ----------- ---------
TOTAL LIABILITIES 20,799 17,605 17,475
----------- ----------- ---------
NET ASSETS 15,401 11,297 9,084
----------- ----------- ---------
Equity
Share capital 4,382 3,961 3,757
Treasury shares (148) (148) (148)
Share premium account 26,247 17,242 17,242
Capital redemption reserve 395 191 395
Share option reserve 590 457 518
Other reserve 502 502 502
Retained earnings (16,567) (10,908) (13,182)
----------- ----------- ---------
TOTAL EQUITY ATTRIBUTABLE TO
EQUITY SHAREHOLDERS 15,401 11,297 9,084
----------- ----------- ---------
Access Intelligence Plc
Consolidated Statement of Changes in Equity
for the six months ended 31 May 2021
Share Treasury Share Capital Share Other Retained Total
capital Shares premium redemption option reserve earnings
account reserve reserve
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
At 1 December
2019 3,961 (148) 17,242 191 411 502 (8,088) 14,071
Total comprehensive
income for the
period - - - - - - (2,820) (2,820)
Share-based
payments - - - - 46 - - 46
At 31 May 2020 3,961 (148) 17,242 191 457 502 (10,908) 11,297
-------- --------- -------- ----------- -------- -------- ---------- --------
Total comprehensive
income for the
period - - - - - - (2,274) (2,274)
Share-based
payments - - - - 61 - - 61
Repurchase of
share capital (204) - - 204 - - - -
At 30 November
2020 3,757 (148) 17,242 395 518 502 (13,182) 9,084
-------- --------- -------- ----------- -------- -------- ---------- --------
Total comprehensive
income for the
period - - - - - - (3,385) (3,385)
Share-based
payments - - - - 72 - - 72
Issue of share
capital 625 - 9,005 - - - - 9,630
At 31 May 2021 4,382 (148) 26,247 395 590 502 (16,567) 15,401
-------- --------- -------- ----------- -------- -------- ---------- --------
Access Intelligence Plc
Consolidated Statement of Cash Flow
for the six months ended 31 May 2021
Unaudited Unaudited Audited
6 months 6 months Year
ended ended ended
31-May-21 31-May-20 30-Nov-20
GBP'000 GBP'000 GBP'000
Loss for the year attributable
to shareholders (3,385) (2,820) (5,094)
Adjustments for:
Taxation (50) (48) (660)
Depreciation and amortisation 1,653 1,686 3,315
Share based payments 72 46 107
Share of loss of associate 71 74 160
Financial income (10) (2) (6)
Financial expense 169 187 377
Operating cash outflow before
working capital changes (1,480) (877) (1,801)
(Increase)/decrease in trade and
other receivables (1,810) 1,408 1,764
Increase in trade and other payables 1,838 1,171 1,308
----------- ----------- ---------
Net cash (outflow)/inflow from
operations (1,452) 1,702 1,271
Tax received - 378 987
----------- ----------- ---------
Net cash (outflow)/inflow from
operating activities (1,452) 2,080 2,258
----------- ----------- ---------
Investing
Interest received 10 2 6
Acquisition of property, plant
and equipment (26) (118) (128)
Acquisition of software licences
and other intangible assets (19) (34) (58)
Cost of software development (1,248) (958) (1,973)
Investment in associate (887) - -
Loan to associate - (100) (100)
----------- ----------- ---------
Net cash outflow from investing
activities (2,170) (1,208) (2,253)
----------- ----------- ---------
Financing
Interest paid (169) (187) (377)
Drawdown of loans 2,000 - -
Repayment of loans (269) (11) (23)
Lease liabilities paid (200) (28) (203)
Issue of shares (net of expenses) 9,630 - -
Net cash inflow/(outflow) from
financing activities 10,992 (226) (603)
----------- ----------- ---------
Net increase/(decrease) in cash 7,370 646 (598)
Opening cash and cash equivalents 1,403 2,001 2,001
----------- ----------- ---------
Closing cash and cash equivalents 8,773 2,647 1,403
----------- ----------- ---------
Notes
1. Unaudited notes
Basis of preparation and accounting policies
The financial information for the six months to 31 May 2021 is
unaudited and was approved by the Board of Directors on 18 July
2021.
The interim financial statements do not include all of the
information required for full annual financial statements and
should be read in conjunction with the consolidated financial
statements for the year ended 30 November 2020.
The interim financial information for the six months ended 31
May 2021, including comparative financial information has been
prepared on the basis of the accounting policies set out in the
last annual report and accounts.
The preparation of the interim financial statements requires
management to make judgements, estimates and assumptions that
affect the application of accounting policies and the reported
amounts of assets, liabilities, income and expense. Actual results
may subsequently differ from those estimates.
In preparing the interim financial statements, the significant
judgements made by management in applying the Group's accounting
policies and key sources of estimation uncertainty were the same,
in all material respects, as those applied to the consolidated
financial statements for the year ended 30 November 2020.
The Group has elected to present comprehensive income in one
statement.
Going concern assumption
The Group meets its day to day working capital requirements
through its cash balance. During the period the Group has put in
place a GBP2,000,000 CBILS loan of which GBP1,731,000 was
outstanding at 31 May 2021. In addition, the Group raised
GBP9,630,000 net of expenses during the period to enhance the
Group's technology and platform of products, for further geographic
expansion, to continue to explore suitable
acquisition opportunities in line with its strategy and to
further strengthen its Balance Sheet.
Consequently, after making enquires, the Directors have a
reasonable expectation that the Group has adequate resources to
continue in operational existence for the foreseeable future.
Accordingly, they continue to adopt the going concern basis of
accounting in preparing the interim financial statements.
Information extracted from the Group's 2020 Annual Report
The financial figures for the year ended 30 November 2020, as
set out in this report, do not constitute statutory accounts but
are derived from the statutory accounts for that financial
year.
The statutory accounts for the year ended 30 November 2020 were
prepared under IFRS and have been delivered to the Registrar of
Companies. The auditors reported on those accounts. Their report
was unqualified, did not draw attention to any matters by way of
emphasis and did not include a statement under Section 498(2) or
498(3) of the Companies Act 2006.
2. Earnings per share
The calculation of earnings per share is based upon the loss
after tax for the respective period. The weighted average number of
ordinary shares used in the calculation of basic earnings per share
is based upon the number of ordinary shares in issue in each
respective period.
The impact of share options granted under the company's share
option are anti-dilutive due to the Group being in a loss-making
position, so the weighted average number of ordinary shares used in
the calculation of diluted earnings per share is the same as for
basic earnings per share.
This has been computed as follows:
6 months 6 months 6 months 6 months Year Year
ended ended ended ended ended ended
31-May-21 31-May-21 31-May-20 31-May-20 30-Nov-20 30-Nov-20
----------- ----------- ----------- ----------- ---------- ----------
Basic Diluted Basic Diluted Basic Diluted
----------- ----------- ----------- ----------- ---------- ----------
Loss after
tax (GBP'000) (3,385) (3,385) (2,820) (2,820) (5,094) (5,094)
----------- ----------- ----------- ----------- ---------- ----------
Number of
shares ('000)* 83,190 83,190 72,180 72,180 72,180 72,180
----------- ----------- ----------- ----------- ---------- ----------
Loss per
share (pence) (4.07) (4.07) (3.91) (3.91) (7.06) (7.06)
----------- ----------- ----------- ----------- ---------- ----------
3. Investment in associate
During the period, the Group increased its investment in Track
Record Holdings Limited by GBP887,000 (H1 2019: GBPNil) through
participation in a fundraise. The Group now holds 21.4% of Track
Record Holdings Limited's allotted share capital.
4. Share capital
On 9 December 2020, the Group announced a placing of 12,500,000
ordinary shares at a price of 80 pence per share to raise gross
proceeds of GBP10,000,000, with net proceeds after expenses being
GBP9,630,000.
7,922,280 ordinary shares were allotted and admitted to trading
on AIM on 15 December 2020 and 4,577,720 ordinary shares were
allotted and admitted to trading on AIM on 5 January 2021.
5. Events after the reporting date
On 15 June 2021, the Group announced that the boards of Access
Intelligence and Isentia Group Limited ('Isentia') have agreed the
terms of an acquisition pursuant to which Access Intelligence
(through its Australian subsidiary) will acquire the entire issued
and to be issued ordinary share capital of Isentia for an equity
valuation of approximately AUD$35.6 million (GBP19.4 million),
valuing each Isentia share at AUD$0.175 (GBP0.095).
As the acquisition will see the Company acquire Isentia, the
acquisition also means that the Company will acquire Isentia's
existing senior debt and other indebtedness. The Company will
procure the repayment of Isentia's senior debt and other
indebtedness as soon as practicable following implementation.
In order to fund the equity consideration of the acquisition and
repay the full amount of the drawn down debt of Isentia, the Group
announced a placing of 39,847,658 ordinary shares and a
subscription for 1,819,009 ordinary shares at the placing price of
120 pence per new ordinary share to raise aggregate gross proceeds
of GBP50.0 million.
The acquisition is being effected by a Court approved scheme of
arrangement between Isentia and Isentia shareholders in New South
Wales, Australia. The scheme will become effective and will be
binding on Isentia and Isentia shareholders once a copy of the
court order approving the scheme is lodged with the Australian
regulator, ASIC.
The fundraise and acquisition of Isentia are conditional, inter
alia, on:
-- approval of the Scheme by Isentia shareholders;
-- approval of the Court;
-- Isentia continuing to operate its business in the ordinary
course and no material change to its business occurring; and
-- the parties' respective warranties being true and correct in all material respects.
The fundraise and acquisition of Isentia were approved at a
General Meeting of the Company on 9 July 2021. The Australian court
process is ongoing.
On 14 June 2021 the Company entered into a spot exchange option
through Silicon Valley Bank to protect against fluctuations in
foreign currency exchange rates in respect of the risk of the
proceeds of the Placing being payable in sterling but the
consideration due under the Acquisition being payable in AUD$. The
agreement provides the Company with a foreign exchange option to
sell GBP and buy AUD$70.0 million.
In addition to and separately from the Scheme, on 15 June 2021
the Group and Spheria Asset Management Pty entered into a share
purchase agreement whereby the Group, through its subsidiary Vuelio
Australia Pty Ltd agreed to purchase 39,708,447 fully paid ordinary
shares in Isentia Group Limited from Spheria Asset Management Pty
for an aggregate purchase price of AUD$6.9 million.
On 15 June 2021, the Company also announced a retail offer via
PrimaryBid of up to GBP2.0 million to facilitate retail
participation in the company's shares. Following the successful
closing of the retail offer, the Company raised gross proceeds of
approximately GBP1.45 million at 120 pence per ordinary share.
On 16 July 2021, the First Court Hearing was held at which the
Supreme Court of New South Wales approved, inter alia, the
distribution of the scheme booklet to Isentia's shareholders which
includes the notice of the scheme meeting, the recommendation of
the board of Isentia and the independent expert's report. The
independent expert, KPMG, has determined that, in the absence of a
superior proposal, the scheme is fair and reasonable and therefore
in its opinion in the best interests of Isentia shareholders.
6. Availability of interim results
The interim results will not be sent to shareholders but will be
available at the Company's registered office at The Johnson
Building, 79 Hatton Garden, London, EC1N 8AW and on the Company's
website: www.accessintelligence.com .
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END
IR FLFETDSITLIL
(END) Dow Jones Newswires
July 19, 2021 02:00 ET (06:00 GMT)
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