27 February 2025
BROOKS MACDONALD GROUP
PLC
HALF-YEAR RESULTS FOR THE SIX
MONTHS ENDED 31ST DECEMBER 2024
Brooks Macdonald Group plc ("Brooks
Macdonald" or the "Group") today announces its half-year results
for the six months ended 31 December 2024
Andrea Montague, CEO, commented:
"In HY'25 we delivered solid
financial results including net inflows to our MPS Platform
business at an annualised rate of 13%. Our strong discipline on
costs led to an increase in our underlying profit margin and the
Board have announced an interim dividend of 30p, up 3.4% year on
year, continuing our track record of 19 years of dividend
increases.
The completion of the sale of Brooks
Macdonald Asset Management (International) Limited ("BMI") sets us
up firmly as a UK focused wealth manager. The acquisition of three
Financial Planning businesses has broadened our client reach
increasing our UK client numbers by around 15%.
I have set up a sector leading
executive team and we now have a laser focus on our strategy to
reignite growth, provide excellent service, a broad and diverse
range of financial products and services with proven investment
performance. This, combined with our disciplined cost management,
strong profit margin and financial flexibility from a strong
balance sheet means we are well placed to deliver on our ambitious
growth plans and generate attractive returns for our clients,
colleagues and shareholders."
HY25
results highlights
The Group delivered a solid set of
results for the first half of the financial year. During HY25,
continuing operations FUM increased by 0.7% to £15.7 billion. We
delivered strong gross inflows of £1.1 billion, because of the
quality of service, the scope of products tailored to meet clients'
needs, and strong investment performance including net inflows to our MPS Platform business at an
annualised rate of 13%. However, gross outflows
were elevated during the period at £1.4 billion, particularly in
BPS, driven by the prevailing backdrop of market volatility and
uncertainty leading up to the Budget affecting client behaviour.
This resulted in net outflows for the period of £0.3 billion. We
saw strong investment performance which added £0.4 billion to the
closing FUM.
Revenues, from continuing operations,
decreased by 2.6%, driven by lower interest income as market rates
declined. However, strong expense management drove
underlying costs down by 2.9%. This led to an underlying profit margin of 29.9% (HY24 29.6%).
On an underlying basis, the profit before tax from continuing
operations was £15.5m, down £0.3m on the prior period. Net assets
increased by 6.1% to £156.6 million at the end of the period,
demonstrating the Group's robust financial
position.
The Group is focussed on improving
asset retention as well as driving new asset growth.
Selected financial data
BM
International and DCF are excluded from continuing operations
reporting, prior period is restated.
Financial highlights -Continuing operations
|
HY'241
£m
|
HY'25 £m
|
FUM (£bn)
|
15.1
|
15.7
|
Revenue (£m)
|
53.3
|
51.9
|
Underlying profit before tax
(£m)
|
15.8
|
15.5
|
Underlying profit margin before
tax
|
29.6%
|
29.9%
|
Underlying diluted earnings per
share
|
72.7p
|
68.8p
|
Statutory profit margin before
tax
|
22.0%
|
24.3%
|
Statutory diluted earnings per
share
|
54.3p
|
56.2p
|
Dividends per share
|
29.0p
|
30.0p
|
Total net assets (£m)
|
147.6
|
156.6
|
Cash and liquid assets
(£m)
|
59.0
|
59.5
|
Excess capital (above regulatory min
and internal buffers)
|
40.2
|
39.5
2
|
1. Prior periods have been restated
to separate out the results of discontinued operations
(International business and DCF), to be consistent with the
presentation in the current period
|
2. HY25 excess capital stated before
the £4.7m estimated cost of our interim dividend declared to
today
|
Strategic update highlights
In September we announced our
refreshed strategy to 'Reignite Growth' and we are executing this
at pace.
Significant progress has been made
on re-focusing the Group in the last six months. We have announced
the completion of the acquisitions of three businesses: LIFT, CST
Wealth and Lucas Fettes. These acquisitions under the leadership of
Michael Holden as Chief Executive of Financial Planning will
accelerate growth and give us scale in our Financial Planning
business. Brooks Macdonald's Financial
Planning business has total AUA of c.£6.4bn, with over 90 advisers
and paraplanners. We are pleased with the progress
we are making integrating these businesses.
The strategy is based on the
three priorities of:
·
Delivering Excellent Client Service,
·
Broadening & Deepening Client Reach and
·
Driving Scale & Efficiencies.
Progress in the last six months
includes:
Delivering Excellent Client
Service: I was delighted that we won the
Diamond Defaqto award for Discretionary Fund Management service
which is recognition of the hard work of the team. We have
new sales leadership and are delivering more accessible information
to our clients via enhancements made to our online client
portal. We are working with partners to improve service
delivery with new functionality to enhance the digital client
experience resulting in better overall client
engagement.
Broadening & Deepening Client
Reach: Our recent acquisitions have
introduced c.3000 new clients to Brooks Macdonald, an increase of
around 15% and the integration is on track. We are extending the
breadth of our propositions including our Brooks Retirement
Solution. We have reinvigorated engagement with Advisers with
around 250 IFAs attending our recent UK roadshow.
Driving Scale and
efficiencies: We are simplifying and
automating processes to remove duplication and inefficiency.
Through centralising common activities, we will realise synergies
from acquired firms across the Group. We are and will continue to
deliver in line with the committed cost target - no more than 5%
growth per annum.
Strong capital position, rigorous capital allocation and
commitment to a progressive dividend policy
At 31 December 2024, the Group had
regulatory capital resources of £69.1m and the excess over the
regulatory minimum and internal buffer was £39.5 million.
Total cash resources and liquid assets, excluding
assets held for sale, were £59.5m.
The Board recognises the importance
of dividends to shareholders as a core element of the Group's
capital allocation policy. We have
announced an interim dividend of 30p, up 3.4% on HY'24 and
continuing 19 years of a progressive dividend. The
interim dividend will be paid on 11 April 2025 to shareholders on
the register as at 14 March 2025.
In January 2025 we announced a share
buyback of up to £10m. As of 26th February 2025, we have
bought back 58,000 shares for a total consideration of
£831,850.
Outlook for full year
There is uncertainty regarding the
performance of the UK economy against the backdrop of the proposed
changes announced in the October Budget. The election of President
Trump in November and the full effects of the subsequent tariff
actions and push for a peace settlement in Ukraine remain to be
seen.
The Group anticipates its full year
performance will be in line with its expectations. As previously
guided, the Group plans to achieve positive net flows later in the
year and will maintain its focus on efficiency and cost
discipline.
The Group also expects capital
expenditure to be around £10m for 2025, compared to £5m previously
guided, reflecting investment in the business to deliver on our
growth strategy, including property fit out costs driven by office
relocations. As previously guided interest income is expected to be
£7m to £8m for the year.
Medium term targets
For the medium term we continue to
target 5% annualised net inflows and underlying cost growth of less
than 5% per annum.
Conference call and investor presentation
details A video presentation and
results presentation slides will be available from 7:00 a.m. today
on the Investor Relations section of Brooks Macdonald's website
using the following link:
https://www.brooksmacdonald.com/investor-relations
There will be a Q&A session for
analysts and investors at 9:30 a.m. today via conference call. For
details, please contact Investor Relations.
Enquiries:
Investors
Brooks Macdonald Group plc
Andrea Montague, CEO
Katherine Jones, CFO
Alexander Holcroft, Interim Director
of Investor Relations
Phone: +44 (0)7418 923
061
Email: alexander.holcroft@brooksmacdonald.com
Singer Capital Markets (Nominated Adviser and Joint
Broker)
Charles Leigh-Pemberton / James
Moat
+44 (0)20 7496 3000
Investec Bank plc (Joint Broker)
Christopher Baird / David
Anderson
+44 (0)20 7597
5970
Teneo (Media
Enquiries)
Misha
Bayliss
+44 (0) 20 74275465
Oscar
Burnett
+44 (0) 20 74275435
Email: brooksmacdonald@teneo.com
Notes to editors
About Brooks Macdonald
Brooks Macdonald Group plc is a
leading provider of wealth management services in the
UK.
Proudly
serving clients since
1991, Brooks Macdonald is independent, financially strong, and
aims to deliver strong and consistent investment performance for
clients to meet their financial objectives. The company's broad and
diverse product range means that clients get solutions made just
for them and allows Brooks Macdonald to support clients throughout
their entire lives as needs and circumstances change. The
company is recognised as an innovator in the industry having been
amongst the first to develop and launch key products such as
Managed Portfolio Service (MPS) and bespoke income
solutions.
On 15 January 2025, the Group
announced its intention to move its listing from AIM to the Main
Market of the London Stock Exchange, which is expected to occur in
March 2025.
Realising Ambitions. Securing
Futures. We are Brooks Macdonald.
Forward-looking statements
This announcement may include
statements, beliefs or opinions that are, or may be deemed to be,
"forward-looking statements". These forward-looking statements may
be identified by the use of forward-looking terminology, including
the terms "believes", "estimates", "plans", "projects",
"anticipates", "targets", "aims", "continues", "expects",
"intends", "hopes", "may", "will", "would", "could" or "should" or,
in each case, their negative or other variations or comparable
terminology, or by discussions of strategy, plans, objectives,
goals, future events or intentions. No representation or warranty
is made that any of these statements or forecasts will come to pass
or that any forecast results will be achieved. Forward-looking
statements may and often do differ materially from actual results.
Any forward-looking statements contained in the announcement speak
only as of their respective dates, reflect Brooks Macdonald's
current view with respect to future events and are subject to risks
relating to future events and other risks, uncertainties and
assumptions relating to Brooks Macdonald's business, results of
operations, financial position, liquidity, prospects, growth and
strategies.
Except as required by any applicable
law or regulation, Brooks Macdonald expressly disclaims any
obligation or undertaking to release publicly any updates or
revisions to any forward-looking statements contained in this
announcement or any other forward-looking statements it may make
whether as a result of new information, future developments or
otherwise.
LEI:
213800WRDF8LB8MIEX37
www.brooksmacdonald.com
/ @BrooksMacdonald
Interim management report
Reigniting growth
Markets
The UK wealth management market
continues to be one of the most attractive in UK financial
services. The structural demographics of an aging population,
inter-generational wealth transfers, women increasing their share
of the world's wealth, and an increasing need for advice continue
to create opportunities for Brooks Macdonald given our full service
and proposition model.
In the UK there remains uncertainty
regarding the performance of the UK economy against the backdrop of
the proposed changes announced in the October 2024 Budget. The
election of President Trump in November 2024 and the full effects
of the subsequent tariff actions and push for a peace settlement in
Ukraine remain to be seen. This combination of factors has led to
increased client conversations across all our
propositions.
Strategy
I announced our ambitious strategy
to reignite growth last year. Since then, in my first 100 working
days as CEO, significant progress has been made towards that goal.
We have refocused the Group to become a UK wealth manager through
the sale of Brooks Macdonald International ("BMI") and the
Defensive Capital Fund ("DCF"), and successfully completed three
acquisitions of UK Financial Planning firms - LIFT Financial, Lucas
Fettes, and CST Wealth. These important additions have increased
our reach to clients at a time when trusted financial advice is so
clearly required. We now have a scaled Financial Planning business
with c.£6.4bn Assets under Advice ("AUA"), c.9,000 clients, over 90
financial planners and paraplanners and an ongoing commitment to
high-quality advice with our Chartered Financial Planning
Academy.
To deliver our corporate strategy,
we have moved at pace against our three strategic
priorities:
• Delivering excellent client service;
• Broadening and deepening client reach; and
• Driving scale and efficiencies.
Delivering excellent client service
This is at the core of what we do. I
am pleased that we received the 2025 Defaqto Gold Award for
Discretionary Fund Management Service in recognition of the
excellence of our client service. We will continue to work hard to
deliver outstanding client experience.
We continue to make significant
progress improving our service with, for example, the recruitment
of new sales leadership to focus on and increase our presence with
advisors. We are investing in simplification and automation to
reduce the number of 'touches' that clients are required to make,
making doing business with us a much smoother and easier process.
The creation of digital factsheets is a prime example of this. We
are increasingly becoming more digital with 45% of people accessing
services through our digital platform, InvestBM.
With strong investment performance -
including MPS which is consistently in the top 4 compared to peers
over 1, 5 and 10 years - we have an attractive offering to help
clients realise their ambitions and secure their futures
(performance relates to medium risk
MPS).
Broadening and deepening client reach
We continue to look for
opportunities to broaden and deepen client reach. We are building
relationships with both our existing and new advisers and in the
last quarter alone we met c.250 IFAs at roadshows across the
country, yielding a strong pipeline of follow up
meetings.
The acquisitions of the three
financial planning firms have increased our overall UK client base
by c.15% to c.23,000.
As one of the first to market with
MPS we continue to look for ways to innovate and are focussed on
developing products and propositions. We recently launched a Money
Market fund, a gilt range and are also in advanced piloting of our
retirement income solution (decumulation) proposition as well as
new MPS funds.
With strong investment performance -
including MPS which is consistently in the top 4 compared to peers
over 1, 5 and 10 years - we have an attractive offering to help
clients realise their ambitions and secure their futures
(performance relates to medium risk
MPS).
Driving scale and efficiencies
We have delivered meaningful
efficiency savings over the last 18 months through simplifying how
we work and effective cost control. We are committed to driving
further automation and reducing unnecessary spend while improving
client service. The initiatives we have in place do just that; for
example, automating tax packs and going paperless with more
clients.
We remain committed to delivering on
our medium-term cost target of no more than 5% growth
p.a.
People
Since coming into role on 1st
October 2024 I have reviewed the roles and skills required to
reignite growth at Brooks Macdonald. As a result, I have recruited
a number of talented individuals to lead key business areas. These
have been at Executive Committee and senior leader level and
include:
• Katherine Jones, CFO
• Catherine Steele, Group Marketing and Communications
Director
• Gavin
Neilson, Interim Chief Operating Officer
• Mike
Holden, Chief Executive Financial Planning
• Neil
Cowell, Distribution Director
• Debbie
Dalzell, Chief People Officer
While Debbie Dalzell will start in
March, the recently joined Executives are already having a positive
impact across the business and supplement the already engaged and
committed team. It is testament to the strength of Brooks
Macdonald's brand and reputation that we have been able to recruit
market talent of this calibre.
Move to Main Market
After 20 years on AIM, we are moving
to the Main Market which, amongst other things, will allow a
broader range of investors to consider an investment in Brooks
Macdonald shares. The move is on target to be completed by
31st March 2025.
Outlook
The Group anticipates its full year
performance will be in line with its expectations and continues to
expect a return to positive net flows later in FY25.
The macro-outlook is shaped by
geo-political tensions around tariffs and strained government
finances, with inevitable concerns around future fiscal policy.
Amidst this uncertainty the need for professional financial advice
is evident and therefore the fundamental opportunity for the Group
remains strong and we are confident of delivering on our ambitious
growth strategy.
Review of the results for the
period
The Group delivered a solid set of
results for the first half of the financial year. During H1 FY25,
continuing operations funds under management ("FUM") increased by
0.7% to £15.7 billion. The Group delivered strong gross inflows of
£1.1 billion, because of the quality of service, the scope of
products tailored to meet clients' needs, and strong investment
performance. However, gross outflows were elevated during the
period at £1.4 billion, particularly in BPS, driven by the
prevailing backdrop of market volatility and uncertainty leading up
to the Budget affecting client behaviour. This resulted in net
outflows for the period of £0.3 billion. The Group saw strong
investment performance which added £0.4 billion to the closing
FUM.
Revenue decreased by 2.6%, as a
result of lower interest income, whilst underlying costs decreased
by 2.9%. This led to an underlying profit from continuing
operations of £15.5 million, down 1.9% on the prior period, and a
margin of 29.9%. On a statutory basis, the profit before tax from
continuing operations was £12.6 million, up £0.9 million from the
prior period.
During the period, the Group
announced it had exchanged contracts for the sale of its
International business ("BMI"), which completed after the reporting
date. As a result, the sale was deemed to be highly probable during
the period to 31 December 2024 and the operations of BMI were
therefore classed as discontinued in the H1 FY25 results. During
the period, the Group sold the investment management contract of
the SVS Brooks Macdonald Defensive Capital Fund ("DCF")
(subsequently renamed SVS RM Defensive Capital Fund). Accordingly,
the DCF activities have also been recognised as discontinued
operations. The comparative financial results have been restated to
be consistent with the current period. The discontinued operations
reported an underlying profit before tax of £1.7 million in the
period (H1 FY24: £1.3 million). This is included as part of the
result from discontinued operations shown in Table 1. Refer to Note
9 of the Condensed consolidated financial statements for further
information.
The Group completed two acquisitions
during the period, CST Wealth Limited ("CST Wealth") and Lucas
Fettes (Holdings) Limited, with its wholly owned subsidiary, Lucas
Fettes and Partners (Financial Services) Limited (together "Lucas
Fettes"). These have added two months and one month's worth of
trading respectively to the Group's half year results. Refer to
Note 10 of the Condensed consolidated financial statements for
further information.
The table below shows the Group's
financial performance for the six months ended 31 December 2024
with the comparative period and provides a reconciliation between
the underlying results, which the Board considers to be an
appropriate reflection of the Group's underlying performance, and
the statutory results. Underlying profit represents an Alternative
Performance Measure ("APM") for the Group. Refer to the Non-IFRS
financial information section for a glossary of the Group's APMs,
their definition, and the criteria for how underlying adjustments
are considered.
Table 1 - Group financial results summary
|
Six months to
31 Dec 2024
£m
|
Six months to
31 Dec 20231
£m
|
12 months to
30 Jun 20241
£m
|
Revenue
|
51.9
|
53.3
|
106.7
|
Fixed staff costs
|
(18.1)
|
(18.7)
|
(37.2)
|
Variable staff costs
|
(5.0)
|
(4.9)
|
(11.4)
|
Total staff costs
|
(23.1)
|
(23.6)
|
(48.6)
|
Non-staff costs
|
(14.7)
|
(15.1)
|
(30.2)
|
Net finance income
|
1.4
|
1.2
|
2.4
|
Total underlying costs
|
(36.4)
|
(37.5)
|
(76.4)
|
Underlying profit before tax from
continuing operations
|
15.5
|
15.8
|
30.3
|
Underlying adjustments
|
(2.9)
|
(4.1)
|
(5.7)
|
Statutory profit before tax from
continuing operations
|
12.6
|
11.7
|
24.6
|
Taxation on continuing
activities
|
(3.4)
|
(2.8)
|
(5.2)
|
Statutory profit after tax from
continuing operations
|
9.2
|
8.9
|
19.4
|
Result from discontinued
operations
|
0.4
|
(12.3)
|
(12.9)
|
Statutory profit/(loss) after
tax
|
9.6
|
(3.4)
|
6.5
|
|
|
|
|
Underlying profit margin before tax
from continuing operations
|
29.9%
|
29.6%
|
28.4%
|
Underlying basic earnings per share
from continuing operations
|
69.6p
|
73.9p
|
143.1p
|
Underlying diluted earnings per
share from continuing operations
|
68.8p
|
72.7p
|
140.7p
|
Statutory profit margin before tax
from continuing operations
|
24.3%
|
22.0%
|
23.1%
|
Statutory basic earnings per share
from continuing operations
|
56.9p
|
55.2p
|
120.7p
|
Statutory diluted earnings per share
from continuing operations
|
56.2p
|
54.3p
|
118.6p
|
Dividends per share
|
30.0p
|
29.0p
|
78.0p
|
1 Prior periods have been
restated to separate out the results of discontinued operations
(BMI and DCF), to be consistent with the presentation in the
current period
Funds under management
The table below shows the opening
and closing FUM position and the movements during the period broken
down by service.
Table 2 - Movements in funds under
management
Six months to 31 December
2024 (£m)
|
|
|
Flows in
the period
|
|
|
|
|
|
Opening FUM1
1 Jul
24
|
Gross inflows
|
Gross outflows
|
Net
flows
|
Total inv.
perf.
|
Closing
FUM
31 Dec
24
|
Net new
business
|
Total mvmt
|
BPS
|
8,880
|
326
|
(734)
|
(408)
|
210
|
8,682
|
(4.6)%
|
(2.2)%
|
MPS Custody
|
974
|
26
|
(78)
|
(52)
|
23
|
945
|
(5.3)%
|
(3.0)%
|
MPS Platform
|
4,367
|
628
|
(340)
|
288
|
118
|
4,773
|
6.6%
|
9.3%
|
MPS total
|
5,341
|
654
|
(418)
|
236
|
141
|
5,718
|
4.4%
|
7.1%
|
Funds total (excl. DCF)
|
1,323
|
127
|
(217)
|
(90)
|
25
|
1,258
|
(6.8)%
|
(4.9)%
|
UK total
|
15,544
|
1,107
|
(1,369)
|
(262)
|
376
|
15,658
|
(1.7)%
|
0.7%
|
|
|
|
|
|
|
|
|
|
International (Held for
sale)
|
2,262
|
103
|
(162)
|
(59)
|
71
|
2,274
|
(2.6)%
|
0.5%
|
|
|
|
|
|
|
|
|
|
Total Group
|
17,806
|
1,210
|
(1,531)
|
(321)
|
447
|
17,932
|
(1.8)%
|
0.7%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 Opening Group FUM has
been restated to exclude DCF, which was disposed of in the current
period and consistent with the Group's Quarterly FUM announcement
for 31 December 2024
During H1 FY25, excluding the assets
held for sale in respect of BMI of £2.3 billion, FUM increased by
0.7% to a closing of £15.7 billion (31 December 2023 restated:
£15.1 billion; 30 June 2024 restated: £15.5 billion). Total FUM,
including BMI, increased by £0.1 billion or 0.7%, to £17.9 billion
at 31 December 2024 (31 December 2023 restated: £17.3 billion; 30
June 2024 restated: £17.8 billion).
The UK delivered strong gross
inflows of £1.1 billion in the period, driven by the quality of
service, the scope of products tailored to meet clients' needs, and
strong investment performance. However, UK gross outflows were
elevated during the period at £1.4 billion, particularly in BPS,
driven by the prevailing backdrop of market volatility and
uncertainty leading up to the Budget affecting client behaviour,
resulting in net outflows for the period of £0.3 billion.
Investment performance added £0.4 billion to the closing
FUM.
MPS Platform, including the Group's
B2B offering for financial advisers, BM Investment Solutions
("BMIS"), grew to £4.8 billion, an increase of 9.3% from the start
of the financial year, with organic net flows contributing 6.6%,
equivalent to an annualised growth rate of 13.2%.
As previously communicated, the
Group is taking actions to improve asset retention as well as
driving new asset growth.
At 31 December 2024, and following
the completion of the CST Wealth and Lucas Fettes acquisitions, the
Group's Financial Planning business had £4.8 billion assets under
management or advice ("AUM/A") (H1 FY24: £3.7 billion). With these
two transactions, together with the acquisition of LIFT that
completed in January 2025, the Group's AUA increased to £6.4
billion at 31 December 2024 on a proforma basis, a 74% increase
compared to 30 June 2024, demonstrating the scale of its enhanced
financial planning expertise.
Revenue, yields and average
FUM
Table 3 - Revenue, average FUM, and
yields
|
Revenue
|
Average FUM
|
Yields
|
|
H1 FY25
|
H1 FY241
|
Change
|
H1 FY25
|
H1 FY241
|
Change
|
H1 FY25
|
H1 FY241
|
Change
|
|
£m
|
£m
|
£m
|
£m
|
£m
|
%
|
bps
|
bps
|
bps
|
BPS fees
|
26.6
|
27.1
|
(0.5)
|
8,546
|
8,446
|
1.2
|
61.8
|
63.8
|
(2.0)
|
BPS transactional and FX
income
|
5.9
|
5.9
|
-
|
|
|
|
13.6
|
13.9
|
(0.3)
|
Total BPS
|
32.5
|
33.0
|
(0.5)
|
8,546
|
8,446
|
1.2
|
75.4
|
77.7
|
(2.3)
|
MPS Custody
|
2.8
|
2.9
|
(0.1)
|
952
|
963
|
(1.1)
|
58.6
|
59.3
|
(0.7)
|
MPS Platform
|
4.0
|
3.3
|
0.7
|
4,578
|
3,663
|
25.0
|
17.5
|
18.0
|
(0.5)
|
Total MPS
|
6.8
|
6.2
|
0.6
|
5,530
|
4,626
|
19.5
|
24.4
|
26.6
|
(2.2)
|
Funds
|
3.3
|
3.4
|
(0.1)
|
1,467
|
1,487
|
(1.3)
|
44.9
|
45.1
|
(0.2)
|
Total UK (excluding interest
income)
|
42.6
|
42.6
|
-
|
15,543
|
14,559
|
6.8
|
54.4
|
58.1
|
(3.7)
|
Interest income
|
3.8
|
6.3
|
(2.5)
|
|
|
|
8.0
|
13.3
|
(5.3)
|
Total FUM-related revenue
|
46.4
|
48.9
|
(2.5)
|
15,543
|
14,559
|
6.8
|
59.2
|
66.7
|
(7.5)
|
Financial planning
|
5.1
|
4.1
|
1.0
|
|
|
|
|
|
|
Other income
|
0.4
|
0.3
|
0.1
|
|
|
|
|
|
|
Total non-FUM-related
revenue
|
5.5
|
4.4
|
1.1
|
|
|
|
|
|
|
Total revenue from continuing
operations
|
51.9
|
53.3
|
(1.4)
|
|
|
|
|
|
|
1 Prior periods have been
restated to separate the results of discontinued operations (BMI
and DCF within Funds), consistent with the presentation in the
current period
The Group's overall yield decreased
by 7.5bps during the six-month period ended 31 December 2024,
compared to the prior period, due to a number of factors across the
products as noted below.
The yield on BPS fees for UKIM
decreased by 2.0bps to 61.8bps driven by the variation in fee rates
on gross outflows and rates achieved on new business within Core
BPS and the product mix across the underlying BPS services
including the Gilts offering.
The yield on MPS Custody decreased
by 0.7bps to 58.6bps during the first half of the year due to the
rate mix impact on flows as noted for the BPS service.
The MPS Platform yield reduced by
0.5bps to 17.5bps. This is primarily as a result of the product mix
within the MPS Platform offering a range of Active and Passive
funds which carry slightly different fee rates.
The yield on interest income, net of
amounts paid to clients, decreased by 5.3bps. This was primarily
due to the reductions in the Bank of England base rate during the
period and rates achieved by the Group on deposit accounts, and due
to an increase in the interest shared with clients.
Revenue
Table 4 - Breakdown of the Group's
total revenue
|
Six months to
31 Dec 2024
£m
|
Six months to
31 Dec 20231
£m
|
12 months to
30 Jun 20241
£m
|
Fee income
|
37.1
|
37.0
|
74.7
|
Transactional and FX
income
|
5.9
|
5.9
|
12.4
|
Financial planning income
|
5.1
|
4.1
|
8.2
|
Interest income
|
3.8
|
6.3
|
11.4
|
Total revenue
|
51.9
|
53.3
|
106.7
|
1 Prior periods have been
restated to separate out the results of discontinued operations
(BMI and DCF), to be consistent with the presentation in the
current period
Revenue from continuing operations,
decreased by 2.6% to £51.9 million in the first half of the
financial year due to a decline in interest income of £2.5 million,
driven by the reduction in base rates during the period and higher
interest paid to clients. Fee income of £37.1 million was
relatively in line with the prior period, with the impact of net
outflows and product mix change depressing average yields, offset
by investment performance. Transactional and FX income of £5.9
million was flat on the prior period.
Financial planning income increased
by £1.0 million during the period. Of this, £0.5 million was
contributed by the acquisitions of CST Wealth and Lucas Fettes in
the period and the remainder by growth achieved in the Group's
existing advice business.
Underlying costs
Underlying costs from continuing
operations of £36.4 million decreased by 2.9% on the prior period
(H1 FY24 restated: £37.5 million). This included the impact of the
CST Wealth and Lucas Fettes acquisitions, which contributed
additional underlying costs of £0.5 million. Excluding
acquisitions, the Group's underlying costs decreased by
4.3%.
Staff costs
Staff costs decreased by 2.1% from
£23.6 million (restated) to £23.1 million.
Fixed staff costs decreased by 3.2%
from £18.7 million (restated) to £18.1 million driven by savings
arising from the organisational restructure carried out by the
Group, net of inflationary pay rises and the impact of net
joiners.
Variable staff costs at £5.0 million
were broadly in line with the amount recognised in the previous
period. The share-based payment charge was down £0.4 million due to
share option lapses recognised in H1 FY25 and a reduction in the
Group's share price impacting the associated employer national
insurance contributions.
Non-staff costs
Non-staff costs from continuing
operations amounted to £14.7 million, a decrease of £0.4 million or
2.6% from the prior period, a reflection of Management's continued
cost discipline.
Profit for the period
Combined, the above gave rise to an
underlying profit before tax from continuing operations for the
half year of £15.5 million, a slight decrease of 1.9% on the prior
period (H1 FY24 restated: £15.8 million) resulting in a profit
margin of 29.9% (H1 FY24 restated: 29.6%).
The Group's statutory profit before
tax from continuing operations was £12.6 million for the current
period, up 7.7% on the prior period (H1 FY24 restated £11.7
million). The variance is partly driven by the underlying
adjustments recognised in both periods. A breakdown of the
underlying adjustments together with an explanation of each is
included in the reconciliation between underlying and statutory
profits section.
The Group's discontinued operations
reported a profit after tax of £0.4 million for H1 FY25, including
a £0.9 million gain on disposal of the DCF investment management
contracts. In the prior period, the discontinued operations
recorded a loss after tax of £12.3 million, primarily driven by a
£11.6 million impairment charge in relation to the goodwill held in
respect of BMI.
Reconciliation between underlying
and statutory profits
Underlying profit before tax is
considered by the Board to be an appropriate reflection of the
Group's performance when compared to the statutory results as this
excludes income and expense categories, which are deemed of a
non-recurring nature or a non-cash operating item. Reporting at an
underlying basis is also considered appropriate for external
analyst coverage and peer group benchmarking, allowing a
like-for-like comparison. Underlying profit is deemed to be an
Alternative Performance Measure ("APM"); refer to the Non-IFRS
financial information section for a glossary of the Group's APMs,
their definitions, and the criteria for how underlying adjustments
are considered.
A reconciliation between underlying
and statutory profit before tax from continuing operations for the
six months ended 31 December 2024, with comparatives is shown in
the following table:
Table 5 - Reconciliation between
underlying profit and statutory (loss)/profit before tax from
continuing operations
|
Six months to
31 Dec 2024
£m
|
Six months to
31 Dec 20231
£m
|
12 months to
30 Jun 20241
£m
|
Underlying profit before tax from
continuing operations
|
15.5
|
15.8
|
30.3
|
|
|
|
|
Acquisition and integration-related
costs
|
(2.5)
|
(0.4)
|
(0.4)
|
Amortisation of client
relationships
|
(1.7)
|
(1.7)
|
(3.4)
|
Organisational
restructure
|
(1.1)
|
(2.1)
|
(2.1)
|
AIM to Main-related costs
|
(0.5)
|
-
|
-
|
Other non-operating
income
|
2.9
|
0.1
|
0.2
|
Total underlying
adjustments
|
(2.9)
|
(4.1)
|
(5.7)
|
|
|
|
|
Statutory profit before tax from
continuing operations
|
12.6
|
11.7
|
24.6
|
1 Prior periods have been
restated to separate out the results of discontinued operations
(BMI and DCF), to be consistent with the presentation in the
current period
Acquisition and integration-related costs (£2.5 million
charge)
These represent costs incurred in
relation to the Group's recent acquisitions, including legal fees.
The prior period charge relates to the share-based payment
integration charge for share options awarded to onboarded employees
as part of acquisitions in prior periods. These costs are excluded
from the underlying results in view of their one-off nature arising
as part of an acquisition.
Amortisation of client relationships (£1.7 million
charge)
These intangible assets are created
in the course of acquiring funds under management and are amortised
over their useful life, which have been assessed to range between 6
and 20 years. This amortisation charge has been excluded from the
underlying profit since it is a significant non-cash item. Refer to
Note 13 of the Condensed consolidated financial statements for more
details.
Organisational restructure (£1.1 million
charge)
As part of the Group's strategy to
ensure it operates in an efficient manner and delivers the best
service to clients, further opportunities were identified to
streamline and remove duplication from core processes, resulting in
redundancy costs. These have been excluded from underlying earnings
on the basis that they are in relation to restructuring of the
business.
AIM to Main-related costs (£0.5 million
charge)
As announced in January 2025, the
Group intends to move from AIM to the London Stock Exchange's Main
Market, which the Board believes will further enhance the Group's
corporate profile, as well as extending the opportunity to own its
ordinary shares to a broader group of investors. Legal and
reporting accountants related costs have been incurred in relation
to this initiative. These costs have been excluded from underlying
earnings in view of their non-recurring nature.
Other non-operating income (£2.9 million
credit)
This primarily relates to a refund
from HMRC in respect of VAT arising on the Group's AIM Portfolio
Services as it was confirmed this was exempt from VAT, covering the
period from 1 October 2019 to 30 September 2024. This is excluded
from the underlying results in view of its non-recurring
nature.
Taxation
The Group's tax charge on underlying
profit from continuing operations for the period was £4.2 million
(H1 FY24 restated: £3.9 million) representing an effective tax rate
of 27.3% (H1 FY24 restated: 24.9%). The statutory tax charge on
continuing operations was £3.4 million, up 21.4% from the prior
period (H1 FY24 restated: £2.8 million). The increase on the prior
period is principally driven by lower share option deductions (due
to a lower share price in H1 FY25 and option lapses in the prior
period).
Earnings per share
The Group's basic statutory earnings
per share from continuing operations for the six months ended 31
December 2024 was 56.9p, up on the prior year of 55.2p (restated)
by 3.1%. On an underlying basis, basic earnings per share decreased
by 5.8% to 69.6p (H1 FY24 restated: 73.9p) as a result of higher
underlying tax charge in the current period. Details on the basic
and diluted earnings per share are provided in Note 11 of the
Condensed consolidated financial statements.
Financial position and regulatory
capital
Net assets increased by 6.1% to
£156.6 million at 31 December 2024 (31 December 2023: £147.6
million), demonstrating the Group's robust financial position. The
Group's tangible net assets (net assets excluding intangibles) were
£79.4 million at 31 December 2024 (31 December 2023: £61.7
million). As at 31 December 2024, the Group had regulatory capital
resources of £69.1 million (31 December 2023: £68.9 million). The
total net assets and the regulatory capital resources take into
account the respective period's profits as these are deemed to be
verified at the date of publication of the interim results. In
applying its internal capital management approach, the Group seeks
to maintain a capital buffer in addition to the regulatory minimum
requirement. At 31 December 2024, after taking into account the
regulatory minimum requirement and internal capital buffer, the
excess capital was £39.5 million (31 December 2023: £40.2
million).
Dividend
The Board recognises the importance
of dividends to shareholders and the benefit of providing
sustainable shareholder returns. In determining the level of
dividend in any year, the Board considers a number of factors such
as the level of retained earnings, future cash commitments,
statutory profit cover, capital and liquidity requirements and the
level of profit retention required to sustain the growth of the
Group. The Board has declared an interim dividend of 30.0p (H1
FY24: 29.0p). This represents an increase of 3.4% compared to the
previous period. The interim dividend will be paid on 11 April 2025
to shareholders on the register as at 14 March 2025. Refer to Note
12 of the Condensed consolidated financial statements for more
details.
Share buyback
In February 2025, the Group
announced a share buyback of up to £10.0 million consistent with
the Company's disciplined approach to capital allocation whilst
preserving considerable financial flexibility. As of 26 February
2025, the Group had bought back 58,000 shares for a total
consideration of £831,850.
Cash flow and capital
expenditure
The Group continues to have strong
levels of cash generation from operations. Total cash resources and
liquid assets, excluding assets held for sale, at the end of
December 2024 were £59.5 million (31 December 2023: £59.0 million).
During the six months ended 31 December 2024, the Group incurred
capital expenditure of £3.5 million (H1 FY24: £0.7 million), £3.4
million in relation to the Group's technology spend, and £0.1
million on property-related costs.
Condensed consolidated statement of
comprehensive income
for the six months ended 31 December
2024
|
Note
|
Six months ended
31 Dec 2024 (unaudited)
|
Six months ended
31 Dec 2023
(unaudited)1
|
Year ended
30 Jun 2024
(audited)1
|
|
£'000
|
£'000
|
£'000
|
Revenue
|
4
|
51,864
|
53,268
|
106,682
|
Administrative costs
|
|
(43,385)
|
(42,776)
|
(84,509)
|
Gross profit
|
|
8,479
|
10,492
|
22,173
|
Other gains - net
|
5
|
17
|
46
|
83
|
Operating profit
|
|
8,496
|
10,538
|
22,256
|
Finance income
|
6
|
1,494
|
1,280
|
2,525
|
Finance costs
|
6
|
(107)
|
(89)
|
(166)
|
Other non-operating
income
|
7
|
2,741
|
-
|
-
|
Profit before tax
|
|
12,624
|
11,729
|
24,615
|
Taxation
|
8
|
(3,405)
|
(2,867)
|
(5,193)
|
Profit for the period attributable
to equity holders of the Company
|
|
9,219
|
8,862
|
19,422
|
Profit/(loss) from discontinued
operations
|
9
|
378
|
(12,246)
|
(12,965)
|
Other comprehensive
income
|
|
-
|
-
|
-
|
Total comprehensive income for the
period
|
|
9,597
|
(3,384)
|
6,457
|
|
|
|
|
|
Earnings per share from continuing
operations
|
|
|
|
|
Basic
|
11
|
56.9p
|
55.2p
|
120.7p
|
Diluted
|
11
|
56.2p
|
54.3p
|
118.6p
|
|
|
|
|
|
Earnings/(loss) per share from
discontinued operations
|
|
|
|
|
Basic
|
11
|
2.3p
|
(76.3)p
|
(80.5)p
|
Diluted
|
11
|
2.3p
|
(76.3)p
|
(80.5)p
|
1 Prior periods have been
restated to separate the results of discontinued operations,
consistent with the presentation in the current period. Refer to
Note 9 for details of the results of discontinued
operations
The above Condensed consolidated
statement of comprehensive income should be read in conjunction
with the accompanying notes.
Condensed consolidated statement of
financial position
as at 31 December 2024
|
Note
|
31 Dec 2024
(unaudited)
|
31 Dec 2023
(unaudited)
|
30 Jun 2024
(audited)
|
|
£'000
|
£'000
|
£'000
|
Assets
|
|
|
|
|
Non-current assets
|
|
|
|
|
Intangible assets
|
13
|
77,248
|
85,911
|
83,224
|
Property, plant and
equipment
|
14
|
937
|
1,767
|
1,350
|
Right-of-use assets
|
15
|
2,621
|
4,232
|
3,225
|
Financial assets at amortised
cost
|
16
|
30,019
|
-
|
29,963
|
Financial assets at fair value
through other comprehensive income
|
16
|
-
|
500
|
500
|
Deferred contingent consideration
receivable
|
16
|
661
|
-
|
-
|
Total non-current assets
|
|
111,486
|
92,410
|
118,262
|
Current assets
|
|
|
|
|
Trade and other
receivables
|
16
|
25,625
|
29,414
|
29,061
|
Financial assets at fair value
through profit or loss
|
16
|
938
|
871
|
905
|
Cash and cash equivalents
|
16
|
29,475
|
59,000
|
44,732
|
Net assets held for sale
|
9
|
28,012
|
-
|
-
|
Total current assets
|
|
84,050
|
89,285
|
74,698
|
Total assets
|
|
195,536
|
181,695
|
192,960
|
|
|
|
|
|
Liabilities
|
|
|
|
|
Non-current liabilities
|
|
|
|
|
Other non-current
liabilities
|
16
|
(228)
|
(869)
|
(587)
|
Net deferred tax
liabilities
|
17
|
(5,614)
|
(5,605)
|
(5,394)
|
Provisions
|
19
|
(403)
|
(262)
|
(378)
|
Deferred contingent consideration
payable
|
18
|
(1,714)
|
-
|
-
|
Lease liabilities
|
|
(1,113)
|
(2,485)
|
(1,645)
|
Total non-current
liabilities
|
|
(9,072)
|
(9,221)
|
(8,004)
|
Current liabilities
|
|
|
|
|
Trade and other payables
|
16
|
(20,504)
|
(21,358)
|
(27,889)
|
Current tax liabilities
|
16
|
(1,980)
|
(423)
|
(935)
|
Lease liabilities
|
|
(1,916)
|
(2,177)
|
(2,169)
|
Deferred contingent consideration
payable
|
18
|
(4,472)
|
(225)
|
-
|
Provisions
|
19
|
(953)
|
(644)
|
(1,628)
|
Total current liabilities
|
|
(29,825)
|
(24,827)
|
(32,621)
|
Net assets
|
|
156,639
|
147,647
|
152,335
|
|
|
|
|
|
Equity
|
|
|
|
|
Share capital
|
21
|
165
|
164
|
165
|
Share premium
|
21
|
83,915
|
82,617
|
83,135
|
Other reserves
|
|
8,067
|
8,934
|
6,363
|
Retained earnings
|
|
64,492
|
55,932
|
62,672
|
Total equity
|
|
156,639
|
147,647
|
152,335
|
The Condensed consolidated financial
statements were approved by the Board of Directors and authorised
for issue on 26 February 2025, signed on their behalf
by:
Andrea
Montague
Katherine Jones
CEO
CFO
Company registration number:
4402058
The above Condensed consolidated
statement of comprehensive income should be read in conjunction
with the accompanying notes.
Condensed consolidated statement of
changes in equity
for the six months ended 31 December
2024
|
Note
|
Share capital
|
Share premium
|
Other reserves
|
Retained earnings
|
Total
|
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
Balance at 30 June 2023
|
|
164
|
81,830
|
9,112
|
66,238
|
157,344
|
|
|
|
|
|
|
|
Comprehensive income
|
|
|
|
|
|
|
Profit for the period from
continuing operations
|
|
-
|
-
|
-
|
8,862
|
8,862
|
Loss for the period from
discontinued operations
|
|
-
|
-
|
-
|
(12,246)
|
(12,246)
|
Total comprehensive
expense
|
|
-
|
-
|
-
|
(3,384)
|
(3,384)
|
|
|
|
|
|
|
|
Transactions with owners
|
|
|
|
|
|
|
Issue of ordinary shares
|
21
|
-
|
787
|
-
|
-
|
787
|
Share-based payments
|
|
-
|
-
|
1,757
|
-
|
1,757
|
Share-based payments
exercised
|
|
-
|
-
|
(1,793)
|
1,793
|
-
|
Purchase of own shares by employee
benefit trust
|
|
-
|
-
|
-
|
(1,248)
|
(1,248)
|
Tax on share options
|
|
-
|
-
|
(142)
|
-
|
(142)
|
Dividends paid
|
12
|
-
|
-
|
-
|
(7,467)
|
(7,467)
|
Total transactions with
owners
|
|
-
|
787
|
(178)
|
(6,922)
|
(6,313)
|
|
|
|
|
|
|
|
Balance at 31 December
2023
|
|
164
|
82,617
|
8,934
|
55,932
|
147,647
|
|
|
|
|
|
|
|
Comprehensive income
|
|
|
|
|
|
|
Profit for the period from
continuing operations
|
|
-
|
-
|
-
|
10,560
|
10,560
|
Loss for the period from
discontinued operations
|
|
-
|
-
|
-
|
(719)
|
(719)
|
Total comprehensive
income
|
|
-
|
-
|
-
|
9,841
|
9,841
|
|
|
|
|
|
|
|
Transactions with owners
|
|
|
|
|
|
|
Issue of ordinary shares
|
21
|
1
|
518
|
-
|
-
|
519
|
Share-based payments
|
|
-
|
-
|
650
|
-
|
650
|
Share-based payments
exercised
|
|
-
|
-
|
(2,428)
|
2,428
|
-
|
Purchase of own shares by employee
benefit trust
|
|
-
|
-
|
-
|
(902)
|
(902)
|
Tax on share options
|
|
-
|
-
|
(793)
|
-
|
(793)
|
Dividends paid
|
12
|
-
|
-
|
-
|
(4,627)
|
(4,627)
|
Total transactions with
owners
|
|
1
|
518
|
(2,571)
|
(3,101)
|
(5,153)
|
|
|
|
|
|
|
|
Balance at 30 June 2024
|
|
165
|
83,135
|
6,363
|
62,672
|
152,335
|
|
|
|
|
|
|
|
Comprehensive income
|
|
|
|
|
|
|
Profit for the period from
continuing operations
|
|
-
|
-
|
-
|
9,219
|
9,219
|
Profit for the period from
discontinued operations
|
|
-
|
-
|
-
|
378
|
378
|
Total comprehensive
income
|
|
-
|
-
|
-
|
9,597
|
9,597
|
|
|
|
|
|
|
|
Transactions with owners
|
|
|
|
|
|
|
Issue of ordinary shares
|
21
|
-
|
780
|
-
|
-
|
780
|
Share-based payments
|
|
-
|
-
|
2,088
|
-
|
2,088
|
Share-based payments
exercised
|
|
-
|
-
|
(845)
|
845
|
-
|
Purchase of own shares by employee
benefit trust
|
|
-
|
-
|
-
|
(750)
|
(750)
|
Tax on share options
|
|
-
|
-
|
461
|
-
|
461
|
Dividends paid
|
12
|
-
|
-
|
-
|
(7,872)
|
(7,872)
|
Total transactions with
owners
|
|
-
|
780
|
1,704
|
(7,777)
|
(5,293)
|
|
|
|
|
|
|
|
Balance at 31 December
2024
|
|
165
|
83,915
|
8,067
|
64,492
|
156,639
|
The above Condensed consolidated
statement of comprehensive income should be read in conjunction
with the accompanying notes.
Condensed consolidated statement of
cash flows
for the six months ended 31 December
2024
|
Note
|
Six months
ended
31 Dec 2024
(unaudited)
|
Six months ended
31 Dec 2023
(unaudited)
|
Year ended
30 Jun 2024
(audited)
|
£'000
|
£'000
|
£'000
|
Cash flow from operating
activities
|
|
|
|
|
Cash generated from
operations
|
20
|
8,384
|
18,879
|
43,336
|
Corporation Tax paid
|
|
(3,179)
|
(3,367)
|
(6,444)
|
Other exceptional income
|
7
|
2,741
|
-
|
-
|
Net cash generated from operating
activities
|
|
7,946
|
15,512
|
36,892
|
|
|
|
|
|
Cash flows from investing
activities
|
|
|
|
|
Purchase of computer
software
|
13
|
(3,359)
|
(643)
|
(1,734)
|
Purchase of property, plant and
equipment
|
14
|
(119)
|
(70)
|
(83)
|
Consideration paid for acquisitions
net of cash acquired
|
10
|
(6,204)
|
-
|
-
|
Investment in financial assets at
amortised cost
|
16
|
-
|
-
|
(29,978)
|
Investment in financial assets at
fair value through profit or loss
|
16
|
(16)
|
-
|
-
|
Deferred contingent consideration
paid
|
18
|
-
|
(625)
|
(852)
|
Disposal of financial assets at fair
value through other comprehensive income
|
16
|
500
|
-
|
-
|
Consideration received
|
9
|
523
|
-
|
-
|
Interest received
|
|
1,438
|
1,575
|
3,231
|
Net cash used in investing
activities
|
|
(7,237)
|
237
|
(29,416)
|
|
|
|
|
|
Cash flows from financing
activities
|
|
|
|
|
Dividends paid to
shareholders
|
12
|
(7,872)
|
(7,467)
|
(12,094)
|
Payment of lease liabilities -
principal
|
|
(1,218)
|
(1,551)
|
(2,536)
|
Payment of lease liabilities -
interest
|
|
(70)
|
-
|
-
|
Proceeds of issue of
shares
|
21
|
74
|
162
|
681
|
Purchase of own shares by Employee
Benefit Trust
|
|
(750)
|
(1,248)
|
(2,150)
|
Net cash used in financing
activities
|
|
(9,836)
|
(10,104)
|
(16,099)
|
|
|
|
|
|
Net increase/(decrease) in cash and
cash equivalents
|
|
(9,127)
|
5,645
|
(8,623)
|
|
|
|
|
|
Cash and cash equivalents at
beginning of period
|
|
44,732
|
53,355
|
53,355
|
Less cash held in disposal
group
|
|
(6,130)
|
-
|
-
|
|
|
|
|
|
Cash and cash equivalents at end of
period
|
|
29,475
|
59,000
|
44,732
|
The above Condensed consolidated
statement of comprehensive income should be read in conjunction
with the accompanying notes.
Notes to the condensed consolidated
financial statements
for the six months ended 31 December
2024
1. General information
Brooks Macdonald Group plc ("the
Company") is the Parent Company of a group of companies ("the
Group"), which is a leading provider of wealth management services
in the UK. Brooks Macdonald is independent, financially strong, and
aims to deliver strong and consistent investment performance for
clients to meet their financial objectives. The Group's broad and
diverse product range means that clients get solutions made just
for them and allows Brooks Macdonald to support clients throughout
their entire lives as needs and circumstances change. The Group is
recognised as an innovator in the industry having been amongst the
first to develop and launch key products such as Managed Portfolio
Service ("MPS") and bespoke income solutions.
The Company is a public limited
company, incorporated and domiciled in the United Kingdom under the
Companies Act 2006 and listed on AIM. The address of its registered
office is 21 Lombard Street, London, EC3V 9AH.
The Interim Report and Accounts were
approved for issue on 26 February 2025. The Condensed consolidated
financial statements have been independently reviewed but not
audited.
2. Accounting policies
a) Basis of preparation
The Group's Condensed consolidated
financial statements have been prepared in accordance with
UK-adopted International Accounting Standards ("IAS") and with the
requirements of the Companies Act 2006 as applicable to companies
reporting under those standards. The Condensed consolidated
financial statements have been prepared on the historical cost
basis, except for the revaluation of financial assets at fair value
through other comprehensive income and financial assets at fair
value through profit or loss such that they are measured at their
fair value.
At the time of approving the
Condensed consolidated financial statements, the Directors have a
reasonable expectation that the Company and the Group have adequate
resources to continue in operational existence for the foreseeable
future. Accordingly, they continue to adopt the going concern basis
in preparing the Condensed consolidated financial
statements.
The information in this Interim
Report and Accounts does not comprise statutory financial
statements within the meaning of section 434 of the Companies Act
2006. The Group's Financial statements for the year ended 30 June
2024 have been reported on by its auditors and delivered to the
Registrar of Companies. The Condensed consolidated financial
statements should be read in conjunction with the Group's audited
Financial statements for the year ended 30 June 2024, which are
prepared in accordance with UK-adopted International Accounting
Standards.
Developments in reporting standards
and interpretations
Standards and interpretations
adopted during the current reporting period
In the six months ended 31 December
2024, the Group did not adopt any new standards or amendments
issued by the International Accounting Standards Board ("IASB") or
interpretations by the IFRS Interpretations Committee ("IFRS IC")
that have had a material impact on the Condensed consolidated
financial statements.
Future new standards and
interpretations
A number of new amendments are
effective for annual periods beginning after 1 July 2024 and
earlier application is permitted; however, the Group has not early
adopted the new amendments in preparing these Condensed
consolidated financial statements. None of the standards and
amendments not yet effective are expected to have a material impact
on the Group's Financial statements.
b) Changes in accounting
policies
The accounting policies applied in
these Condensed consolidated financial statements are the same as
those applied in the Group's Consolidated financial statements as
at and for the year ended 30 June 2024.
New standards, amendments and
interpretations listed below were newly adopted by the Group but
have not had a material impact on the amounts reported in these
Financial statements. They may, however, impact the accounting for
future transactions and arrangements.
• Amendments to IAS 1, Presentation of financial statements' on
non-current liabilities with covenants (effective 1 January
2024)
• Amendments to IFRS 16, 'Leases' lease liability in a sale and
leaseback (effective 1 January 2024)
• Amendment to IAS 7 and IFRS 7 - Supplier finance (effective 1
January 2024)
• IFRS
17, 'Insurance contracts' (effective 1 January 2023)
• Amendments to IAS 21 - Lack of exchangeability (effective 1
January 2025)
c) Critical estimates and
significant judgements
The Group has reviewed the
judgements and estimates that affect its accounting policies and
amounts reported in its Condensed consolidated financial
statements. These are unchanged from those reported in the Group's
Financial statements for the year ended 30 June 2024 except for
those noted below.
Non-current assets held for
sale
IFRS 5 'Non-current assets held for
sale and discontinued operations' outlines how to account for
non-current assets held for sale. Management judgement is required
in determining whether the IFRS 5 held for sale criteria are met,
including whether a sale is highly probable and expected to
complete within one year of classification. Judgement typically
involves evaluating the likelihood of obtaining any necessary
approvals, determining the stage of negotiations and commitment of
any potential interested parties, the likelihood of selling at a
reasonable price and any possibility of a sale plan to change. Once
classified as held-for-sale, continuous judgement is required to
ensure the classification remains appropriate in future accounting
periods.
As part of the strategic review of
BMI carried out in the previous financial year, the Group evaluated
potential outcomes, including the possible disposal of BMI.
Management applied judgement in assessing that BMI did not meet the
IFRS 5 criteria for classification as held for sale at 30 June 2024
on the basis that a potential sale was still at the early stages.
During the current period, the Group announced it had exchanged
contracts for the sale of Brooks Macdonald Asset Management
(International) Limited. As a result, Management determined the
sale to be highly probable and the criteria for reclassifying the
BMI assets as held for sale, and operations as discontinued under
IFRS 5 were met.
3. Segmental information
The Group has recognised its
International business (BMI) as a held for sale financial asset,
and subsequently the operating division has been removed from the
segmental reporting and now reported within discontinued
operations. As a result, the Group has one reportable segment for
the current period, so is not presenting separate segmental
reporting in line with IFRS 8.
The required disclosures per IFRS 8
regarding revenues from external customers for each product and
service and geographical location are disclosed in Note
4.
4. Revenue
|
Six months ended
31 Dec 2024
(unaudited)
|
Six months
ended
31 Dec
2023
(unaudited)1
|
Year ended
30 Jun 2024
(audited)1
|
Investment management fee
income
|
33,677
|
33,563
|
67,825
|
Transactional income
|
5,867
|
5,908
|
12,394
|
Fund management fee
income
|
3,359
|
3,477
|
6,914
|
Financial planning income
|
5,131
|
4,065
|
8,182
|
Interest income
|
3,830
|
6,255
|
11,367
|
Total revenue
|
51,864
|
53,268
|
106,682
|
1 Restated to exclude revenue from discontinued operations,
consistent with the presentation in the current period (Note
9)
a) Geographic analysis
The Group's continuing operations
are located in the United Kingdom, therefore all Group revenue is
recognised in this jurisdiction. The Group's discontinued
operations in relation to BMI (Note 9) is located in Jersey and
Guernsey.
b) Major clients
The Group is not reliant on any one
client or group of connected clients for the generation of
revenues.
5. Other gains - net
Other gains and losses represent the
net changes in the fair value of the Group's financial instruments
and intangible assets recognised in the Condensed consolidated
statement of comprehensive income.
|
Six months ended
31 Dec 2024
(unaudited)
|
Six months ended
31 Dec 2023
(unaudited)
|
Year ended
30 Jun 2024 (audited)
|
£'000
|
£'000
|
£'000
|
Changes in fair value of deferred
contingent consideration (Note 18)
|
-
|
-
|
3
|
Changes in fair value of financial
assets at fair value through profit or loss (Note 16)
|
17
|
46
|
80
|
Total other gains - net
|
17
|
46
|
83
|
6. Finance income and finance
costs
|
Six months ended
31 Dec 2024
(unaudited)
|
Six months ended
31 Dec 20231
(unaudited)
|
Year ended
30 Jun 20241
(audited)
|
£'000
|
£'000
|
£'000
|
Finance income
|
|
|
|
Bank interest on deposits
|
825
|
1,266
|
2,299
|
Interest on assets held at amortised
cost
|
649
|
-
|
198
|
Finance income of deferred
contingent consideration
|
3
|
-
|
-
|
Dividends on preference
shares
|
17
|
14
|
28
|
Total finance income
|
1,494
|
1,280
|
2,525
|
|
|
|
|
Finance costs
|
|
|
|
Finance cost of lease
liabilities
|
70
|
81
|
153
|
Finance cost of deferred contingent
consideration
|
37
|
8
|
13
|
Total finance costs
|
107
|
89
|
166
|
1 Restated to exclude
revenue from discontinued operations, consistent with the
presentation in the current period (Note 9)
7. Other non-operating
income
During the current period, the Group
received confirmation from HMRC that the supply of certain Group
services were exempt from VAT. As a result, the Group received a
refund from HMRC in respect of VAT arising on those services during
the period from 1 January 2020 to 30 September 2024 of £2,741,000.
This has been treated as non-operating income in view of its
non-recurring nature and given it is outside the ordinary course of
business. This other non-operating income is fully taxable for
Corporation Tax purposes.
8. Taxation from continuing
operations
The current tax expense for the six
months ended 31 December 2024 was calculated based on the
Corporation Tax rate of 25.0%, applied to the taxable profit for
the six months ended 31 December 2024 (six months ended 31 December
2023: 25.0%; year ended 30 June 2024: 25.0%).
|
Six months
ended
31 Dec 2024
(unaudited)
|
Six months
ended
31 Dec 20231
(unaudited)
|
Year ended
30 Jun 20241
(audited)
|
£'000
|
£'000
|
£'000
|
UK Corporation Tax
|
3,771
|
2,847
|
6,042
|
Over provision in prior
years
|
-
|
-
|
514
|
Total current taxation
|
3,771
|
2,847
|
6,556
|
Deferred tax credits
|
(366)
|
20
|
(1,577)
|
Under provision of deferred tax in
prior years
|
-
|
-
|
214
|
Total income tax expense
|
3,405
|
2,867
|
5,193
|
1 Restated to exclude revenue from discontinued operations,
consistent with the presentation in the current period (Note
9)
The tax on the Group's profit before
tax differs from the theoretical amount that would arise using the
time apportioned tax rate applicable to profits of the consolidated
entities in the UK as follows, split out between underlying and
statutory profits:
Six months ended 31 Dec 2024
(unaudited)
|
Underlying
profit
£'000
|
Underlying profit
adjustments
£'000
|
Statutory profit
£'000
|
Profit before taxation
|
15,517
|
(2,893)
|
12,624
|
|
|
|
|
Profit multiplied by the standard
rate of tax in the UK of 25.0%
|
3,879
|
(723)
|
3,156
|
Tax effect of amounts that are not
deductible/(taxable) in calculating taxable income:
|
|
|
|
-
Depreciation and
amortisation
|
464
|
(30)
|
434
|
-
Disallowable
expenses
|
133
|
-
|
133
|
-
Share-based
payments
|
(212)
|
48
|
(164)
|
-
Non-taxable income
|
(23)
|
(131)
|
(154)
|
Income tax expense
|
4,241
|
(836)
|
3,405
|
|
|
|
|
Effective tax rate
|
27.3%
|
n/a
|
27.0%
|
Six months ended 31 Dec
20231 (unaudited)
|
Underlying
profit
£'000
|
Underlying profit
adjustments
£'000
|
Statutory profit
£'000
|
Profit before taxation
|
15,792
|
(4,063)
|
11,729
|
|
|
|
|
Profit multiplied by the standard
rate of tax in the UK of 25.0%
|
3,948
|
(1,016)
|
2,932
|
Tax effect of amounts that are not
deductible/(taxable) in calculating taxable income:
|
|
|
|
-
Depreciation and
amortisation
|
2
|
(50)
|
(48)
|
-
Disallowable
expenses
|
185
|
2
|
187
|
-
Share-based
payments
|
28
|
-
|
28
|
-
Non-taxable income
|
(232)
|
-
|
(232)
|
Income tax expense
|
3,931
|
(1,064)
|
2,867
|
|
|
|
|
Effective tax rate
|
24.9%
|
n/a
|
24.4%
|
1 Restated to exclude tax
from discontinued operations, consistent with the presentation in
the current period (Note 9)
Year ended 30 Jun 20241 (audited)
|
Underlying
profit
£'000
|
Underlying profit
adjustments
£'000
|
Statutory profit
£'000
|
Profit before taxation
|
30,301
|
(5,686)
|
24,615
|
|
|
|
|
Profit multiplied by the standard
rate of tax in the UK of 25.0%
|
7,575
|
(1,421)
|
6,154
|
Tax effect of amounts that are not
deductible/(taxable) in calculating taxable income:
|
|
|
|
-
Depreciation and
amortisation
|
543
|
(382)
|
161
|
-
Non-taxable income
|
(6)
|
-
|
(6)
|
-
Disallowable
expenses
|
316
|
(376)
|
(60)
|
-
Share-based
payments
|
(1,676)
|
106
|
(1,570)
|
-
Over provision in prior
periods
|
514
|
-
|
514
|
Income tax expense
|
7,266
|
(2,073)
|
5,193
|
|
|
|
|
Effective tax rate
|
24.0%
|
n/a
|
21.1%
|
1 Restated to exclude tax from discontinued operations,
consistent with the presentation in the current period (Note
9)
The statutory rate of Corporation
Tax applied to the taxable profit for the six months ended 31
December 2024 is 25.0% (six months ended 31 December 2023: 25.0%;
year ended 30 June 2024: 25.00%). Deferred tax assets and
liabilities are calculated at the rate that is expected to be in
force when the temporary differences unwind.
9. Discontinued
operations
Summary financials
The discontinued operations
represent the operations of the Group's BMI and DCF business, as
discussed in this Note.
|
Six months ended
31 Dec 2024
(unaudited)
£'000
|
Six months ended
31 Dec 2023
(unaudited)
£'000
|
Year ended
30 Jun 2024 (audited)
£'000
|
Loss from discontinued
operations
|
(426)
|
(871)
|
(1,356)
|
Gain on disposal of DCF discontinued
operations
|
936
|
-
|
-
|
Taxation on discontinued
operations
|
(132)
|
266
|
32
|
Goodwill impairment on discontinued
operations
|
-
|
(11,641)
|
(11,641)
|
Result from discontinued
operations
|
378
|
(12,246)
|
(12,965)
|
Cash flow statement of discontinued
operations
The net cash flows generated by the
disposal group are as follows:
|
Six months ended
31 Dec 2024
(unaudited)
£'000
|
Six months ended
31 Dec 2023
(unaudited)
£'000
|
Year ended
30 Jun 2024 (audited)
£'000
|
Net cash flows from operating
activities
|
943
|
(159)
|
17
|
Net cash flows from investing
activities
|
252
|
315
|
516
|
Net cash flows from financing
activities
|
(2,205)
|
(146)
|
(350)
|
Net cash flows from discontinued
operations
|
(1,010)
|
10
|
183
|
BMI
During the period, the Group
exchanged contracts for the sale of Brooks Macdonald Asset
Management (International) Limited, and its wholly-owned
subsidiaries, which made up the Group's previously reported
International segment (BMI). As a result, the sale was deemed
highly probable and the criteria for reclassifying the BMI assets
as held for sale, and operations as discontinued under IFRS 5 were
met. As a result, the BMI-related assets have been separated out on
the face of the Condensed Consolidated statement of financial
position as held for sale, and the BMI-related operations for the
current and comparative periods have been separated out on the
Condensed consolidated statement of comprehensive
income.
a) Profit or loss of BMI
discontinued operations
The results of discontinued
operations for BMI are shown below:
|
Six months ended
31 Dec 2024
(unaudited)
|
Six months ended
31 Dec 2023
(unaudited)
|
Year ended
30 Jun 2024
(audited)
|
£'000
|
£'000
|
£'000
|
Revenue
|
9,335
|
9,421
|
19,911
|
Administrative costs
|
(10,054)
|
(10,769)
|
(22,201)
|
Operating loss
|
(719)
|
(1,348)
|
(2,290)
|
Finance income
|
252
|
315
|
516
|
Finance costs
|
(12)
|
(21)
|
(39)
|
Loss before tax
|
(479)
|
(1,054)
|
(1,813)
|
Taxation
|
102
|
266
|
32
|
Loss from discontinued
operations
|
(377)
|
(788)
|
(1,781)
|
During the current period, the Group
incurred costs of £518,000 (H1 FY24: £nil; FY24: £1,513,000) in
relation to the disposal of BMI.
b. Current assets held for
sale
At 31 December 2024, the disposal
group was stated at carrying value of net assets, broken down as
follows.
|
£'000
|
Assets
|
|
Intangible
assets
|
17,978
|
Property, plant and
equipment
|
236
|
Right of use assets
|
199
|
Trade and other
receivables
|
5,017
|
Cash
|
6,129
|
Total assets
|
29,559
|
Liabilities
|
|
Trade and other payables
|
(547)
|
Tax payables
|
(187)
|
Net deferred tax
liabilities
|
(560)
|
Provisions
|
(8)
|
Lease liabilities
|
(245)
|
Total liabilities
|
(1,547)
|
Current net assets held for
sale
|
28,012
|
c. BMI disposal
On 12 September, the Group announced
that it had entered into a binding agreement to sell Brooks
Macdonald Asset Management (International) Limited, and its
wholly-owned subsidiaries. Following regulatory approval, the sale
was completed on 21 February 2025.
Under the terms of the acquisition,
the total net consideration is expected to be up to £50,850,000,
inclusive of total deferred contingent consideration amounts, with
initial cash consideration being £28,000,000. The deferred
contingent consideration is based on revenue performance of the
business over a 2-year period following completion. The Group and
Parent Company expects to make a gain on disposal, no impairment is
expected and the final disposal accounting will be disclosed in the
2025 Annual Report and Accounts.
DCF
On 31 October 2024, Brooks Macdonald
Asset Management Limited resigned as investment manager to the SVS
Brooks Macdonald Defensive Capital Fund ("DCF") (subsequently
renamed SVS RM Defensive Capital Fund). The resignation was subject
to a sale and purchase agreement and as a result, the transaction
was classed as a disposal of business by the Group under IFRS 5.
Profit from discontinued operations is disclosed separately in the
Condensed consolidated statement of comprehensive income, being the
results of the DCF disposal group to 31 October 2024 (and restated
for comparative periods) and the gain on disposal.
d. Profit or loss of DCF
discontinued operations
The results of discontinued
operations for DCF are shown below:
|
Six months ended
31 Dec 2024
(unaudited)
|
Six months ended
31 Dec 2023
(unaudited)
|
Year ended
30 Jun 2024
(audited)
|
£'000
|
£'000
|
£'000
|
Revenue
|
344
|
922
|
1,669
|
Administrative costs
|
(292)
|
(737)
|
(1,223)
|
Operating profit
|
52
|
185
|
446
|
Net finance income
|
1
|
(2)
|
11
|
Profit before tax
|
53
|
183
|
457
|
Gain on disposal of DCF discontinued
operations (Note 9e)
|
936
|
-
|
-
|
Taxation
|
(234)
|
-
|
-
|
Profit of discontinued
operations
|
755
|
183
|
457
|
e. Gain on disposal of DCF
discontinued operations
|
£'000
|
Initial cash consideration
received
|
523
|
Fair value of contingent
consideration receivable
|
658
|
Total disposable
consideration
|
1,181
|
Fair value of net assets
disposed
|
(245)
|
Gain on disposal of DCF
|
936
|
Initial cash consideration of
£523,000 was received on completion, and additional cash
consideration will be receivable, contingent on the disposal group
FUM levels over a three-year period post disposal. On disposal, the
estimated fair value of deferred contingent consideration
receivable was £658,000. The net assets disposed of represent the
goodwill in relation to the disposed business.
This gain is presented within profit
from discontinued operations in the Condensed consolidated
statement of comprehensive income for the six months ended 31
December 2024.
10. Business combinations
On 29 October 2024, the Group
acquired CST Wealth Management Limited ("CST"), a chartered
financial planning firm based in Wales with assets under advice of
c.£170 million and c.500 clients. This purchase aligns with the
Group's strategy to expand our client reach and accelerate growth
in financial planning. The acquisition is another step in the
execution of our strategy and will broaden and deepen the Group's
presence in Wales. It will also enhance our existing financial
planning capabilities, complementing those previously and newly
acquired. The acquisition consisted of acquiring 100% of the issued
share capital of CST Wealth Management Limited, which was funded
through existing financial resources.
On 29 November 2024, the Group
completed the acquisition of Lucas Fettes (Holdings) Limited, and
its wholly-owned subsidiary, Lucas Fettes and Partners (Financial
Services) Limited (together "Lucas Fettes"), a Norwich-based
financial planning provider with assets under advice of c.£890
million and c.300 corporate and employee benefit clients. The
acquisition consists of acquiring 100% of the issued share capital
of Lucas Fettes (Holdings) Limited, which was funded through the
Group's existing financial resources.
The two acquisitions will be
integrated into Brooks Macdonald's Financial planning business and
will enhance the Group's financial planning capability. They bring
a strong presence in geographical areas where there is opportunity
to grow. They will also enhance the Group's existing financial
planning capabilities, complementing those previously and newly
acquired.
The acquisitions have been accounted
for using the acquisition method and details of the purchase
consideration are as follows:
|
Note
|
£'000
|
Initial cash
consideration
|
|
5,544
|
Initial share
consideration
|
i
|
706
|
Cash consideration for excess net
assets
|
ii
|
2,853
|
Deferred contingent consideration at
fair value
|
iii
|
5,368
|
Total purchase
consideration
|
|
14,471
|
i. The Group issued 42,853
ordinary shares to the previous shareholders at a price of £16.41
and £16.61 per share. The amount of shares issued was based on the
average 5-day mid-market share price at the completion date to
provide the equivalent consideration value of £706,000.
ii. In accordance with the Sale and
Purchase agreement ("SPA"), the Group was required to pay the
difference between the available capital and the required
regulatory capital.
iii. The total estimated cash
deferred contingent consideration at fair value is £5,368,000,
payable in one and two years following completion, based on client
attrition of the acquired business. The maximum cash deferred
contingent consideration payable is up to £6,250,000 if client
attrition targets are met.
Client relationship intangible
assets of £7,281,000 were recognised on acquisition in respect of
the expected cash inflows and economic benefit from the acquired
business. An associated deferred tax liability of £1,820,000 was
recognised in relation to the expected cash inflows on the acquired
client relationship intangible asset. Goodwill of £5,539,000 was
recognised on acquisition in respect of the expected growth in the
acquired businesses and associated cash inflows. The fair value of
the assets acquired were the gross contractual amounts and were all
considered to be fully recoverable. The fair value of the
identifiable assets and liabilities acquired, at the date of
acquisition, are detailed in below.
Net assets acquired through business
combination
|
£'000
|
Tangible fixed assets
|
30
|
Trade and other
receivables
|
2,098
|
Cash at bank
|
2,193
|
Trade and other payables
|
(737)
|
Corporation tax payable
|
(113)
|
Total net assets recognised by
acquired companies
|
3,471
|
Fair value adjustments:
|
|
Client relationship
contracts
|
7,281
|
Deferred tax liabilities
|
(1,820)
|
Net identifiable assets
|
5,461
|
Goodwill
|
5,539
|
Total
purchase consideration
|
14,471
|
The trade and other receivables were
recognised at their fair value, being the gross contractual
amounts, deemed fully recoverable.
Acquisition impact on reported
results
In the period from acquisition to 31
December 2024, the two acquisitions earned revenue of £549,000 and
statutory profit before tax of £61,000. Had the acquisitions been
consolidated from 1 July 2024, the Condensed consolidated statement
of comprehensive income would have included revenue of £2,950,000
and statutory profit before tax of £200,000.
Net cash outflow resulting from
business combinations
|
£'000
|
Total purchase
consideration
|
14,471
|
Less shares issued as
consideration
|
(706)
|
Less deferred cash contingent
consideration at fair value
|
(5,368)
|
Cash paid to acquire business
combinations
|
8,397
|
Less cash held by acquired
entities
|
(2,193)
|
Net cash outflow - investing
activities
|
6,204
|
11. Earnings per share
The Board of Directors considers
that underlying earnings per share provides an appropriate
reflection of the Group's performance in the period. Underlying
earnings per share are calculated based on 'underlying earnings',
which is defined as earnings before underlying adjustments listed
below. The tax effect of these adjustments has also been
considered. Underlying earnings is an alternative performance
measure ("APM") used by the Group. Refer to the glossary of the
Group's APMs, their definition and criteria for how underlying
adjustments are considered.
Earnings for the period used to
calculate earnings per share as reported in these Condensed
consolidated financial statements were as follows:
|
Six months ended
31 Dec 2024
(unaudited)
|
Six months ended
31 Dec 20231
(unaudited)
|
Year ended
30 Jun 20241
(audited)
|
|
£'000
|
£'000
|
£'000
|
Earnings from continuing
operations
|
9,219
|
8,862
|
19,422
|
Earnings/(loss) from discontinued
operations
|
378
|
(12,246)
|
(12,965)
|
Earnings attributable to ordinary
shareholders
|
9,597
|
(3,384)
|
6,457
|
|
|
|
|
Underlying adjustments
|
|
|
|
Acquisition and integration-related
costs
|
2,502
|
293
|
423
|
Amortisation of acquired client
relationship contracts from continuing operations
|
1,696
|
1,691
|
3,383
|
Organisational restructure costs
from continuing operations
|
1,050
|
2,186
|
2,129
|
AIM to Main-related costs
|
524
|
-
|
-
|
Finance cost of deferred contingent
consideration payable (Note 18)
|
37
|
8
|
13
|
Finance income of deferred
contingent consideration receivable (Note 16)
|
(3)
|
-
|
-
|
Other non-operating income (Note
7)
|
(2,741)
|
-
|
-
|
Profit mark-up on cost allocations
to discontinued operations
|
(171)
|
(115)
|
(258)
|
Changes in fair value of deferred
consideration
|
-
|
-
|
(3)
|
Tax impact of adjustments (Note
8)
|
(835)
|
(1,064)
|
(2,074)
|
Result from discontinued
operations
|
(378)
|
12,246
|
12,965
|
Underlying earnings attributable to
ordinary shareholders
|
11,278
|
11,861
|
23,035
|
1 Restated to exclude revenue from discontinued operations,
consistent with the presentation in the current period (Note
9)
Basic earnings per share is
calculated by dividing earnings attributable to ordinary
shareholders by the weighted average number of shares in issue
throughout the period. Included in the weighted average number of
shares for basic earnings per share purposes are employee share
options at the point all necessary conditions have been satisfied
and the options have vested, even if they have not yet been
exercised.
Diluted earnings per share
represents the basic earnings per share adjusted for the effect of
dilutive potential shares issuable on exercise of employee share
options under the Group's share-based payment schemes, weighted for
the relevant period. The diluted weighted average number of shares
in issue and diluted earnings per share considers the effect of all
dilutive potential shares issuable on exercise of employee share
options. The potential shares issuable includes the contingently
issuable shares that have not yet vested and the vested unissued
share options that are either nil cost options or have little or no
consideration.
The weighted average number of
shares in issue during the six months ended 31 December 2024 were
as follows:
|
Six months ended
31 Dec 2024
(unaudited)
|
Six months ended
31 Dec 2023
(unaudited)
|
Year ended
30 Jun 2024 (audited)
|
Number of shares
|
Number of shares
|
Number of shares
|
Weighted average number of shares in
issue
|
16,210,734
|
16,060,677
|
16,098,412
|
Effect of dilutive potential shares
issuable on exercise of employee share options
|
186,225
|
247,947
|
275,450
|
Diluted weighted average number of
shares in issue
|
16,396,959
|
16,308,624
|
16,373,862
|
|
Six months ended
31 Dec 2024
(unaudited)
|
Six months ended
31 Dec 20231
(unaudited)
|
Year ended
30 Jun 20241
(audited)
|
p
|
p
|
p
|
Based on reported
earnings:
|
|
|
|
Basic earnings per share from
continuing operations
|
56.9
|
55.2
|
120.7
|
Basic earnings/(loss) per share from
discontinuing operations
|
2.3
|
(76.3)
|
(80.5)
|
Total statutory basic
earnings/(loss) per share
|
59.2
|
(21.1)
|
40.2
|
Diluted
earnings per share from continuing operations
|
56.2
|
54.3
|
118.6
|
Dilute earnings/(loss) per share
from discontinuing operations
|
2.3
|
(76.3)
|
(80.5)
|
Total statutory diluted
earnings/(loss) per share
|
58.5
|
(22.0)
|
38.1
|
Based on
underlying earnings:
|
|
|
|
Basic earnings per share
|
69.6
|
73.9
|
143.1
|
Diluted earnings per
share
|
68.8
|
72.7
|
140.7
|
1 Restated to exclude
revenue from discontinued operations, consistent with the
presentation in the current period (Note 9)
12. Dividends
|
Six months ended
31 Dec 2024
(unaudited)
|
Six months ended
31 Dec 2023
(unaudited)
|
Year ended
30 Jun 2024
(audited)
|
£'000
|
£'000
|
£'000
|
Final dividend paid on ordinary
shares
|
7,872
|
7,467
|
7,467
|
Interim dividend paid on ordinary
shares
|
-
|
-
|
4,627
|
Total dividends
|
7,872
|
7,467
|
12,094
|
An interim dividend of 30.0p (six
months ended 31 December 2023: 29.0p) per share was declared by the
Board of Directors on 26 February 2025. It will be paid on 11 April
2025 to shareholders who are on the register at the close of
business on 14 March 2025.
In accordance with IAS 10, this
dividend has not been included as a liability in the Condensed
consolidated financial statements at 31 December 2024.
A final dividend for the year ended
30 June 2024 of 49.0p (year ended 30 June 2023: 47.0p) per share
was paid to shareholders on 1 November 2024.
13. Intangible assets
|
Goodwill
|
Computer software
|
Acquired
client
relationship
contracts
|
Total
|
£'000
|
£'000
|
£'000
|
£'000
|
Cost
|
|
|
|
|
At 30 June 2023
|
64,373
|
8,830
|
76,098
|
149,301
|
Additions
|
-
|
643
|
-
|
643
|
At 31 December 2023
|
64,373
|
9,473
|
76,098
|
149,944
|
Additions
|
-
|
1,091
|
-
|
1,091
|
At 30 June 2024
|
64,373
|
10,564
|
76,098
|
151,035
|
Additions
|
5,539
|
3,359
|
7,281
|
16,179
|
Disposal of goodwill
|
(245)
|
-
|
-
|
(245)
|
Transfer of intangible asset to held
for sale (Note 9)
|
(21,243)
|
-
|
(29,930)
|
(51,173)
|
At 31 December 2024
|
48,424
|
13,923
|
53,449
|
115,796
|
|
|
|
|
|
Accumulated amortisation and
impairment
|
|
|
|
At 30 June 2023
|
11,213
|
359
|
37,147
|
48,719
|
Amortisation charge
|
-
|
749
|
2,924
|
3,673
|
Impairment
|
11,641
|
-
|
-
|
11,641
|
At 31 December 2023
|
22,854
|
1,108
|
40,071
|
64,033
|
Amortisation charge
|
-
|
854
|
2,924
|
3,778
|
At 30 June 2024
|
22,854
|
1,962
|
42,995
|
67,811
|
Amortisation charge
|
-
|
1,004
|
2,928
|
3,932
|
Transfer of intangible asset to held
for sale (Note 9)
|
(11,641)
|
-
|
(21,554)
|
(33,195)
|
At 31 December 2024
|
11,213
|
2,966
|
24,369
|
38,548
|
|
|
|
|
|
Net book value
|
|
|
|
|
At 30 June 2023
|
53,160
|
8,471
|
38,951
|
100,582
|
At 31 December 2023
|
41,519
|
8,365
|
36,027
|
85,911
|
At 30 June 2024
|
41,519
|
8,602
|
33,103
|
83,224
|
At 31 December 2024
|
37,211
|
10,957
|
29,080
|
77,248
|
a) Goodwill
Goodwill acquired in a business
combination is allocated at acquisition to the cash generating
units ("CGUs") that are expected to benefit from that business
combination. The carrying amount of goodwill in respect of these
CGUs within the operating segments of the Group
comprises:
|
31 Dec 2024
(unaudited)
|
31 Dec 2023
(unaudited)
|
30 Jun 2024
(audited)
|
£'000
|
£'000
|
£'000
|
Funds
Braemar Group Limited
("Braemar")
|
3,075
|
3,320
|
3,320
|
International
Brooks Macdonald Asset Management
(International) Limited ("International")
|
-
|
9,602
|
9,602
|
Cornelian
Cornelian Asset Managers Group
Limited ("Cornelian")
|
16,111
|
16,111
|
16,111
|
Integrity
Integrity Wealth (Holdings) Limited
("Integrity")
|
3,945
|
3,945
|
3,945
|
Adroit
Adroit Financial Planning Limited
("Adroit")
|
8,541
|
8,541
|
8,541
|
CST Wealth
CST Wealth Management Limited
("CST")
|
1,679
|
-
|
-
|
Lucas Fettes
Lucas Fettes (Holdings) Limited
("Lucas Fettes")
|
3,860
|
-
|
-
|
Total goodwill
|
37,211
|
41,519
|
41,519
|
During the six months ended 31
December 2024, the Group acquired goodwill of £5,539,000 in
relation to the acquisitions of CST and Lucas Fettes respectively
(Note 10).
During the six months ended 31
December 2024, the Group disposed of goodwill of £245,000,
reflecting the amount of goodwill within the Braemar CGU that is
attributable to the DCF disposal group, which was previously
included within this CGU. Refer to Note 9 for details of the
disposal.
b) Computer software
Costs incurred on internally
developed computer software are initially recognised at cost and,
when the software is available for use, the costs are amortised on
a straight-line basis over an estimated useful life of four years,
with some specific projects amortised over longer useful economic
lives ("UELs") based on their size and usability.
c) Acquired client relationship
contracts
This asset represents the fair value
of future benefits accruing to the Group from acquired client
relationship contracts. The amortisation of client relationships is
charged to the Condensed consolidated statement of comprehensive
income on a straight-line basis over their estimated useful lives
(6 to 20 years).
During the six months ended 31
December 2024, the Group acquired client relationship contracts
totalling £7,281,000 as part of the Lucas Fettes and CST
acquisitions (Note 10), which were recognised as separately
identifiable intangible assets in the Condensed consolidated
statement of financial position, with useful economic lives of 15
years.
14. Property, plant and
equipment
|
Leasehold improvements
|
Fixtures, fittings and office
equipment
|
IT equipment
|
Total
|
£'000
|
£'000
|
£'000
|
£'000
|
Cost
|
|
|
|
|
At 30 June 2023
|
3,146
|
642
|
966
|
4,754
|
Additions
|
3
|
44
|
23
|
70
|
At 31 December 2023
|
3,149
|
686
|
989
|
4,824
|
Additions
|
10
|
3
|
-
|
13
|
Disposals
|
(11)
|
(3)
|
(3)
|
(17)
|
At 30 June 2024
|
3,148
|
686
|
986
|
4,820
|
Additions
|
119
|
-
|
-
|
119
|
Property, plant and equipment
acquired from business combinations
|
-
|
161
|
142
|
303
|
Property, plant and equipment
reclassified as held for sale (Note 9)
|
(730)
|
(151)
|
(146)
|
(1,027)
|
At 31 December 2024
|
2,537
|
696
|
982
|
4,215
|
|
|
|
|
|
Accumulated depreciation
|
|
|
|
|
At 30 June 2023
|
1,647
|
442
|
542
|
2,631
|
Depreciation charge
|
282
|
44
|
100
|
426
|
At 31 December 2023
|
1,929
|
486
|
642
|
3,057
|
Depreciation charge
|
289
|
51
|
90
|
430
|
Disposals
|
(11)
|
(3)
|
(3)
|
(17)
|
At 30 June 2024
|
2,207
|
534
|
729
|
3,470
|
Depreciation charge
|
195
|
48
|
81
|
324
|
Property, plant and equipment
acquired from business combinations
|
-
|
146
|
129
|
275
|
Property, plant and equipment
reclassified as held for sale (Note 9)
|
(557)
|
(102)
|
(132)
|
(791)
|
At 31 December 2024
|
1,845
|
626
|
807
|
3,278
|
|
|
|
|
|
Net book value
|
|
|
|
|
At 30 June 2023
|
1,499
|
200
|
424
|
2,123
|
At 31 December 2023
|
1,220
|
200
|
347
|
1,767
|
At 30 June 2024
|
941
|
152
|
257
|
1,350
|
At 31 December 2024
|
692
|
70
|
175
|
937
|
15. Right-of-use assets
|
Cars
|
Property
|
Total
|
£'000
|
£'000
|
£'000
|
Cost
|
|
|
|
At 30 June 2023
|
798
|
10,138
|
10,936
|
Additions
|
41
|
922
|
963
|
At 31 December 2023
|
839
|
11,060
|
11,899
|
Additions
|
133
|
203
|
336
|
Adjustment on change of lease
terms
|
(91)
|
(315)
|
(406)
|
At 30 June 2024
|
881
|
10,948
|
11,829
|
Additions
|
28
|
667
|
695
|
Right-of-use assets reclassified as
held for sale (Note 9)
|
-
|
(1,970)
|
(1,970)
|
At 31 December 2024
|
909
|
9,645
|
10,554
|
|
|
|
|
Accumulated depreciation
|
|
|
|
At 30 June 2023
|
195
|
6,412
|
6,607
|
Depreciation charge
|
109
|
951
|
1,060
|
At 31 December 2023
|
304
|
7,363
|
7,667
|
Depreciation charge
|
101
|
978
|
1,079
|
Adjustment on change of lease
terms
|
50
|
(192)
|
(142)
|
At 30 June 2024
|
455
|
8,149
|
8,604
|
Depreciation charge
|
99
|
986
|
1,085
|
Right-of-use assets reclassified as
held for sale (Note 9)
|
-
|
(1,771)
|
(1,771)
|
Adjustment on change of lease
terms
|
15
|
-
|
15
|
At 31 December 2024
|
569
|
7,364
|
7,933
|
|
|
|
|
Net book value
|
|
|
|
At 30 June 2023
|
603
|
3,726
|
4,329
|
At 31 December 2023
|
535
|
3,697
|
4,232
|
At 30 June 2024
|
426
|
2,799
|
3,225
|
At 31 December 2024
|
340
|
2,281
|
2,621
|
16. Financial instruments
The analysis of financial assets and
liabilities into their categories as defined in IFRS 9 Financial
Instruments is set out in the following table.
|
31 Dec 2024
(unaudited)
|
31 Dec 2023
(unaudited)
|
30 Jun 2024
(audited)
|
£'000
|
£'000
|
£'000
|
Financial assets
|
|
|
|
Financial assets at fair value
through profit or loss:
|
|
|
|
Deferred contingent consideration
receivable
|
661
|
-
|
-
|
Investment on regulated
OEICs
|
938
|
871
|
905
|
Financial assets at fair value
through other comprehensive income:
|
|
|
|
Unlisted redeemable preference
shares
|
-
|
500
|
500
|
Financial assets at amortised
cost:
|
|
|
|
Investment in UK Government
Investment Loan and Treasury Stock
|
30,019
|
-
|
29,963
|
Trade and other
receivables
|
25,625
|
29,414
|
29,061
|
Cash and cash
equivalents:
|
|
|
|
Cash at bank
|
19,475
|
59,000
|
44,732
|
Money Market Funds
|
10,000
|
-
|
-
|
Total financial assets
|
86,718
|
89,785
|
105,161
|
|
|
|
|
Financial liabilities
|
|
|
|
Financial liabilities at fair value
through profit or loss:
|
|
|
|
Deferred contingent consideration
payable (Note 18)
|
6,186
|
225
|
-
|
Financial liabilities at amortised
cost:
|
|
|
|
Trade and other payables
|
20,504
|
21,358
|
27,889
|
Current tax liabilities
|
1,980
|
423
|
935
|
Provisions (Note 19)
|
1,356
|
906
|
2,006
|
Lease liabilities
|
3,029
|
4,662
|
3,814
|
Other non-current
liabilities
|
228
|
869
|
587
|
Total financial
liabilities
|
33,283
|
28,443
|
35,231
|
The following table provides an
analysis of the financial assets and liabilities that, subsequent
to initial recognition, are measured at fair value. These are
grouped into the following levels within the fair value hierarchy,
based on the degree to which the inputs used to determine the fair
value are observable:
• Level
1 - derived from quoted prices in active markets for identical
assets or liabilities at the measurement date;
• Level
2 - derived from inputs other than quoted prices included within
level 1 that are observable, either directly or indirectly;
and
• Level
3 - derived from inputs that are not based on observable market
data.
|
Level 1
£'000
|
Level 2
£'000
|
Level 3
£'000
|
Total
£'000
|
Financial assets
|
|
|
|
|
At 30 June 2023
|
825
|
-
|
500
|
1,325
|
Net changes in fair value
|
46
|
-
|
-
|
46
|
At 31 December 2023
|
871
|
-
|
500
|
1,371
|
Net changes in fair value
|
34
|
-
|
-
|
34
|
At 30 June 2024
|
905
|
-
|
500
|
1,405
|
Additions
|
674
|
-
|
-
|
674
|
Net changes in fair value
|
17
|
-
|
-
|
17
|
Finance income of deferred
contingent consideration receivable
|
3
|
-
|
-
|
3
|
Disposals
|
-
|
-
|
(500)
|
(500)
|
At 31 December 2024
|
1,599
|
-
|
-
|
1,599
|
|
|
|
|
|
Comprising:
|
|
|
|
|
Deferred contingent consideration
receivable
|
661
|
-
|
-
|
661
|
Financial assets at fair value
through profit and loss
|
938
|
-
|
-
|
938
|
Total financial assets
|
1,599
|
-
|
-
|
1,599
|
The Group holds shares in five of
the SVS Cornelian Risk Managed Passive Funds. During the six months
ended 31 December 2024, the Group recognised a gain on these
investments of £11,000 and invested a further £11,000, resulting in
a value at 31 December 2024 of £662,000 (31 December 2023:
£629,000; 30 June 2024: £659,000).
The Group holds an investment in the
Blueprint Multi Asset Fund range across the various models within
the fund range. During the six months ended 31 December 2024, the
Group recognised a gain on these investments of £6,000 and invested
a further £5,000 resulting in a value at 31 December 2024 of
£230,000 (31 December 2023: £242,000; 30 June 2024:
£223,000).
During the year, the Group
recognised contingent consideration receivable at its fair value of
£658,000 in relation to the disposal of DCF (Note 9). From
recognition to 31 December 2024, finance income of deferred
contingent consideration of £3,000 was recognised.
During the period, the Group
disposed of its investment in 500,000 redeemable £1 preference
shares in an unlisted company incorporated in the UK.
|
Level 1
£'000
|
Level 2
£'000
|
Level 3
£'000
|
Total
£'000
|
Financial liabilities
|
|
|
|
|
At 1 July 2023
|
-
|
-
|
1,467
|
1,467
|
Finance cost of deferred contingent
consideration
|
-
|
-
|
8
|
8
|
Cash consideration paid
|
-
|
-
|
(625)
|
(625)
|
Shares issued as consideration (Note
20)
|
-
|
-
|
(625)
|
(625)
|
At 31 December 2023
|
-
|
-
|
225
|
225
|
Finance cost of deferred contingent
consideration
|
-
|
-
|
5
|
5
|
Changes in fair value
|
-
|
-
|
(3)
|
(3)
|
Payments made
|
-
|
-
|
(227)
|
(227)
|
At 30 June 2024
|
-
|
-
|
-
|
-
|
Additions
|
-
|
-
|
6,149
|
6,149
|
Finance cost of deferred contingent
consideration
|
-
|
-
|
37
|
37
|
At 31 December 2024
|
-
|
-
|
6,186
|
6,186
|
|
|
|
|
|
Comprising:
|
|
|
|
|
Deferred contingent
consideration
|
-
|
-
|
6,186
|
6,186
|
Total financial
liabilities
|
-
|
-
|
6,186
|
6,186
|
Deferred contingent consideration is
recognised at fair value through profit or loss and is valued using
the net present value of the expected amounts payable based on
management's forecasts and expectations. During the period, the
Group recognised deferred contingent consideration payable on the
acquisitions of Lucas Fettes and CST. Refer to Notes 10 and 18 for
further details.
17. Deferred income tax
Deferred income tax assets are only
recognised to the extent that it is probable that future taxable
profit will be available against which the temporary differences
can be utilised. An analysis of the Group's deferred assets and
deferred tax liabilities is shown below.
|
|
31 Dec
2024 (unaudited)
|
|
UK
£'000
|
Total
£'000
|
Deferred tax asset
|
|
|
|
Share-based payments
|
|
2,412
|
2,412
|
Dilapidations
|
|
117
|
117
|
Accelerated capital
allowances
|
|
12
|
12
|
Total deferred tax assets
|
|
2,541
|
2,541
|
|
|
|
|
Deferred tax liabilities
|
|
|
|
Intangible asset
amortisation
|
|
(7,143)
|
(7,143)
|
Accelerated capital
allowances
|
|
(24)
|
(24)
|
Accelerated capital allowances on
research and development
|
|
(988)
|
(988)
|
Total deferred tax assets
|
|
(8,155)
|
(8,155)
|
|
|
|
|
Net deferred tax
liability
|
|
(5,614)
|
(5,614)
|
|
|
|
|
|
31 Dec 2023 (unaudited)
|
UK
£'000
|
CI
£'000
|
Total
£'000
|
Deferred tax assets
|
|
|
|
Share-based payments
|
2,189
|
-
|
2,189
|
Trading losses carried
forward
|
-
|
359
|
359
|
Dilapidations
|
99
|
8
|
107
|
Accelerated capital
allowances
|
163
|
-
|
163
|
Total deferred tax assets
|
2,451
|
367
|
2,818
|
|
|
|
|
Deferred tax liabilities
|
|
|
|
Intangible asset
amortisation
|
(6,460)
|
(1,032)
|
(7,492)
|
Accelerated capital allowances on
research and development
|
(931)
|
-
|
(931)
|
Total deferred tax
liabilities
|
(7,391)
|
(1,032)
|
(8,423)
|
|
|
|
|
Net deferred tax
liability
|
(4,940)
|
(665)
|
(5,605)
|
|
30 Jun 2024 (audited)
|
UK
£'000
|
CI
£'000
|
Total
£'000
|
Deferred tax assets
|
|
|
|
Share-based payments
|
1,901
|
-
|
1,901
|
Trading losses carried
forward
|
-
|
147
|
147
|
Dilapidations
|
111
|
1
|
112
|
Accelerated capital
allowances
|
93
|
-
|
93
|
Total deferred tax assets
|
2,105
|
148
|
2,253
|
|
|
|
|
Deferred tax liabilities
|
|
|
|
Intangible asset
amortisation
|
(5,809)
|
(920)
|
(6,729)
|
Accelerated capital allowances on
research and development
|
(918)
|
-
|
(918)
|
Total deferred tax
liabilities
|
(6,727)
|
(920)
|
(7,647)
|
|
|
|
|
Net deferred tax
liability
|
(4,622)
|
(772)
|
(5,394)
|
The gross movement on the deferred
income tax account during the period was as follows:
|
Six months ended
31 Dec 2024
(unaudited)
£'000
|
Six months ended
31 Dec 2023
(unaudited)
£'000
|
Year ended 30 Jun
2024
(audited)
£'000
|
At beginning of period
|
(5,394)
|
(6,033)
|
(6,033)
|
Additional liability on acquisition
of client relationship intangible assets (Note 10)
|
(1,820)
|
-
|
-
|
Credit to the Condensed consolidated
statement of comprehensive income
|
366
|
286
|
1,574
|
Credit/(charge) recognised in
equity
|
461
|
142
|
(935)
|
Deferred tax balances reclassified
as held for sale
|
773
|
-
|
-
|
At end of period
|
(5,614)
|
(5,605)
|
(5,394)
|
The change in deferred income tax
assets and liabilities during the period was as follows:
|
Share-based payments
£'000
|
Trading losses carried
forward
£'000
|
Dilapidations
£'000
|
Accelerated capital
allowances
£'000
|
Total
£'000
|
Deferred tax assets
|
|
|
|
|
|
At 1 July 2023
|
2,333
|
363
|
119
|
164
|
2,979
|
Charge to the Condensed consolidated
statement of comprehensive income
|
(286)
|
(4)
|
(12)
|
(1)
|
(303)
|
Credit to equity
|
142
|
-
|
-
|
-
|
142
|
At 31 December 2023
|
2,189
|
359
|
107
|
163
|
2,818
|
Credit/(charge) to the Condensed
consolidated statement of comprehensive income
|
789
|
(212)
|
5
|
(70)
|
512
|
Charge to equity
|
(1,077)
|
-
|
-
|
-
|
(1,077)
|
At 30 June 2024
|
1,901
|
147
|
112
|
93
|
2,253
|
Credit/(charge) to the Condensed
consolidated statement of comprehensive income
|
50
|
-
|
5
|
(81)
|
(26)
|
Credit to equity
|
461
|
-
|
-
|
-
|
461
|
Deferred tax balances reclassified
as held for sale
|
-
|
(147)
|
-
|
-
|
(147)
|
At 31 December 2024
|
2,412
|
-
|
117
|
12
|
2,541
|
|
31 Dec 2024
(unaudited)
£'000
|
31 Dec 2023
(unaudited)
£'000
|
30 Jun 2024
(audited)
£'000
|
Deferred tax assets
|
|
|
|
Deferred tax assets to be settled
after more than one year
|
884
|
1,861
|
1,061
|
Deferred tax assets to be settled
within one year
|
1,657
|
957
|
1,192
|
Total deferred tax assets
|
2,541
|
2,818
|
2,253
|
The carrying amount of the deferred
tax asset is reviewed at each reporting date and is only recognised
to the extent that it is probable that future taxable profits of
the Group will allow the asset to be recovered.
|
Share-based payments
£'000
|
Intangible asset
amortisation
£'000
|
Accelerated capital
allowances
£'000
|
Total
£'000
|
Deferred tax liabilities
|
|
|
|
|
At 1 July 2023
|
856
|
8,156
|
-
|
9,012
|
Charge/(credit) to the Condensed
consolidated statement of comprehensive income
|
75
|
(664)
|
-
|
(589)
|
At 31 December 2023
|
931
|
7,492
|
-
|
8,423
|
Credit to the Condensed consolidated
statement of comprehensive income
|
(13)
|
(763)
|
-
|
(776)
|
At 30 June 2024
|
918
|
6,729
|
-
|
7,647
|
Additional liability on acquisition
of client relationship intangible assets
|
-
|
1,820
|
-
|
1,820
|
Charge/(Credit) to the Condensed
consolidated statement of comprehensive income
|
70
|
(486)
|
24
|
(392)
|
Deferred tax balances reclassified
as held for sale
|
-
|
(920)
|
-
|
(920)
|
At 31 December 2024
|
988
|
7,143
|
24
|
8,155
|
|
31 Dec 2024
(unaudited)
£'000
|
31 Dec 2023
(unaudited)
£'000
|
30 Jun 2024
(audited)
£'000
|
Deferred tax liabilities
|
|
|
|
Deferred tax liabilities to be
settled after more than one year
|
7,568
|
7,836
|
6,641
|
Deferred tax liabilities to be
settled within one year
|
587
|
587
|
1,006
|
Total deferred tax
liabilities
|
8,155
|
8,423
|
7,647
|
18. Deferred contingent
consideration payable
Deferred contingent consideration
payable is split between non-current liabilities and current
liabilities to the extent that it is due to be paid within one year
of the reporting date. It reflects the Directors' best estimate of
amounts payable in the future in respect of certain client
relationships and subsidiary undertakings that were acquired by the
Group. Deferred contingent consideration is measured at its fair
value based on discounted expected future cash flows. The movements
in the total deferred contingent consideration balance during the
current and comparative periods were as follows:
|
Six months ended
31 Dec 2024
(unaudited)
|
Six months ended
31 Dec 2023
(unaudited)
|
Year ended
30 Jun 2024
(audited)
|
£'000
|
£'000
|
£'000
|
At beginning of period
|
-
|
1,467
|
1,467
|
Additions
|
6,149
|
-
|
-
|
Finance cost of deferred contingent
consideration
|
37
|
8
|
13
|
Fair value adjustments
|
-
|
-
|
(3)
|
Cash consideration paid
|
-
|
(625)
|
(852)
|
Shares issues as
consideration
|
-
|
(625)
|
(625)
|
At end of period
|
6,186
|
225
|
-
|
|
|
|
|
Analysed as:
|
|
|
|
Amounts falling due within one
year
|
4,472
|
225
|
-
|
Amounts falling due after more than
one year
|
1,714
|
-
|
-
|
At end of period
|
6,186
|
225
|
-
|
During the six months ended 31
December 2024, the Group completed the CST and Lucas Fettes
acquisition (Note 10) and part of the consideration amounts are to
be deferred over one and two year periods. The deferred contingent
consideration is payable based on client attrition performance over
the deferral period. The estimated fair value of the deferred
contingent consideration at acquisition was £5,368,000. During the
period from acquisition to 31 December 2024, the Group recognised a
finance cost of £32,000 on this deferred contingent
consideration.
During the six months ended 31
December 2024, the Group entered into an arrangement to procure
financial advice expertise, which resulted in payments to be
deferred over a 2-year period based on future client attrition
levels. On agreement of the arrangement, deferred contingent
consideration was recognised of £781,000, and recognised finance
cost thereon to 31 December 2024 of £5,000.
Deferred contingent consideration is
classified as Level 3 within the fair value hierarchy, as defined
in Note 16.
19. Provisions
|
Client compensation
£'000
|
Regulatory
levies
£'000
|
Leasehold dilapidations
£'000
|
Tax-related
£'000
|
Total
£'000
|
At 30 June 2023
|
250
|
167
|
625
|
280
|
1,322
|
Charged to the Condensed
consolidated statement of comprehensive income
|
219
|
-
|
45
|
-
|
264
|
Utilised during the
period
|
(321)
|
(167)
|
(192)
|
-
|
(680)
|
At 31 December 2023
|
148
|
-
|
478
|
280
|
906
|
Charged to the Condensed
consolidated statement of comprehensive income
|
470
|
691
|
38
|
-
|
1,199
|
Utilised during the
period
|
(23)
|
-
|
(76)
|
-
|
(99)
|
At 30 June 2024
|
595
|
691
|
440
|
280
|
2,006
|
Additions
|
-
|
-
|
-
|
2
|
2
|
Charged to the Condensed
consolidated statement of comprehensive income
|
134
|
-
|
33
|
-
|
167
|
Utilised during the
period
|
(120)
|
(691)
|
-
|
-
|
(811)
|
Provisions reclassified to held for
sale (Note 9)
|
-
|
-
|
(8)
|
-
|
(8)
|
At 31 December 2024
|
609
|
-
|
465
|
282
|
1,356
|
|
|
|
|
|
|
Analysed as:
|
|
|
|
|
|
Amounts falling due within one
year
|
609
|
-
|
62
|
282
|
953
|
Amounts falling due after more than
one year
|
-
|
-
|
403
|
-
|
403
|
Total provisions
|
609
|
-
|
465
|
282
|
1,356
|
a) Client compensation
Client compensation provisions
relate to the probable liability arising from client complaints
against the Group. Complaints are assessed on a case by case basis
and provisions for compensation are made where judged necessary.
The amount recognised within provisions for client compensation
represents management's best estimate of the probable liability.
The timing of the corresponding outflows is uncertain as these are
made as and when claims arise.
b) Regulatory levies
At 31 December 2024 provisions
include an amount of £nil (at 31 December 2023: £nil; at 30 June
2024: £691,000) in respect of expected levies by the Financial
Services Compensation Scheme ("FSCS").
c) Leasehold
dilapidations
Leasehold dilapidations relate to
dilapidation provisions expected to arise on leasehold premises
held by the Group, and monies due under the contract with the
assignee of leases on the Group's leased properties. The
non-current leasehold dilapidations provision relate to expected
economic outflow at the end of lease terms, with the longest lease
term ending in four years from the Condensed consolidated statement
of financial position date.
d) Tax-related
Tax-related provisions relate to
voluntary disclosures made by the Group to HM Revenue and Customs
("HMRC") following an input VAT review carried out by the Group
during FY22.
20. Reconciliation of operating
profit to net cash inflow from operating activities
|
Six months ended
31 Dec 2024 (unaudited)
|
Six months ended
31 Dec 20231
(unaudited)
|
Year ended
30 Jun 20241
(audited)
|
£'000
|
£'000
|
£'000
|
Operating profit/(loss) before
tax
|
|
|
|
Continuing
operations
|
8,496
|
10,538
|
22,256
|
Discontinued
operations
|
(667)
|
(1,164)
|
(1,845)
|
Operating profit
|
7,829
|
9,374
|
20,411
|
|
|
|
|
Adjustments for:
|
|
|
|
- Depreciation of property, plant
and equipment
|
324
|
426
|
856
|
- Depreciation of right-of-use
assets
|
1,085
|
1,060
|
2,139
|
- Amortisation of intangible
assets
|
3,932
|
3,673
|
7,451
|
- Other (losses)/gains -
net
|
(17)
|
(46)
|
(83)
|
- Decrease/(increase) in
receivables
|
717
|
4,128
|
4,391
|
- (Decrease)/increase in
payables
|
(6,573)
|
(1,163)
|
5,276
|
- (Decrease)/increase in
provisions
|
(642)
|
(416)
|
684
|
- (Decrease)/increase in other
non-current liabilities
|
(359)
|
86
|
(196)
|
- Share-based payments
charge
|
2,088
|
1,757
|
2,407
|
Net cash inflow from operating
activities
|
8,384
|
18,879
|
43,336
|
1 Prior periods have been
restated to separate the results of discontinued operations,
consistent with the presentation in the current period
21. Share capital and share
premium
The movements in share capital and
share premium during the six months ended 31 December 2024 were as
follows:
|
Number of shares
|
Exercise
price
p
|
Share
capital
£'000
|
Share premium
£'000
|
Total
£'000
|
At 30 June 2023
|
16,399,663
|
|
164
|
81,830
|
81,994
|
Shares issued:
|
|
|
|
|
|
- on exercise of options
|
2,067
|
1,900.0
|
-
|
30
|
30
|
- to Sharesave Scheme
|
10,914
|
1,172.0 - 1,704.0
|
-
|
132
|
132
|
- for deferred contingent
consideration
|
28,748
|
21,740.0
|
-
|
625
|
625
|
At 31 December 2023
|
16,441,392
|
|
164
|
82,617
|
82,781
|
Shares issued:
|
|
|
|
|
|
- on exercise of options
|
6,487
|
1,629.8 - 2,260.0
|
-
|
105
|
105
|
- to Sharesave Scheme
|
24,574
|
1,400.0 - 2,300.0
|
1
|
413
|
414
|
At 30 June 2024
|
16,472,453
|
|
165
|
83,135
|
83,300
|
Shares issued:
|
|
|
|
|
|
- on exercise of options
|
699
|
1,769.8
|
-
|
-
|
-
|
- to Sharesave Scheme
|
4,714
|
1,434.0 - 1,988.0
|
-
|
74
|
74
|
- for acquisitions consideration
(Note 10)
|
42,673
|
-
|
-
|
706
|
706
|
At 31 December 2024
|
16,520,539
|
|
165
|
83,915
|
84,080
|
The total number of ordinary shares
issued and fully paid at 31 December 2024 was 16,520,539 (at 31
December 2023: 16,441,392; at 30 June 2024: 16,472,453).
Employee Benefit Trust
The Group established an Employee
Benefit Trust ("EBT") on 3 December 2010 to acquire ordinary shares
in the Company to satisfy awards under the Group's Long-Term
Incentive Scheme ("LTIS") and Long-Term Incentive Plan ("LTIP"). At
31 December 2024, the EBT held 407,401 (at 31 December 2023:
505,815; at 30 June 2024: 421,938) 1p ordinary shares in the
Company, acquired for a total consideration of £18,950,000 (at 31
December 2023: £18,200,000; at 30 June 2024: £19,100,000) with a
market value of £6,753,000 (at 31 December 2023: £9,509,000; at 30
June 2024: £8,228,000). They are classified as treasury shares in
the Condensed consolidated statement of financial position, their
cost being deducted from retained earnings within shareholders'
equity.
22. Equity-settled share-based
payments
Share options granted during the six
months ended 31 December 2024 under the Group's equity-settled
share-based payment schemes were as follows:
|
Exercise
price
|
Fair value
|
Number of
options
|
|
p
|
p
|
Long Term Incentive Plan
|
-
|
1,531 - 1,825
|
264,790
|
No options were granted in respect
of the Company's other equity-settled share-based payment schemes
during the six months ended 31 December 2024. The charge to the
Condensed consolidated statement of comprehensive income for the
six months ended 31 December 2024 in respect of all equity settled
share-based payment schemes was £2,088,000 (six months ended 31
December 2023: £1,757,000; year ended 30 June 2024:
£2,407,000).
23. Related party
transactions
Transactions between the Company and
its subsidiaries, which are related parties, are eliminated on
consolidation. The Company's individual financial statements
include the amounts attributable to subsidiaries. These amounts are
disclosed in aggregate in the relevant company financial statements
and in detail in the following table:
|
Amounts
owed by/(to) related parties
|
|
31 Dec 2024 (unaudited)
£'000
|
31 Dec 2023 (unaudited)
£'000
|
30 Jun 2024
(audited)
£'000
|
Brooks Macdonald Asset Management
Limited
|
(9,302)
|
(223)
|
(14,654)
|
Brooks Macdonald Asset Management
(International) Limited
|
(819)
|
(28)
|
162
|
Brooks Macdonald Funds
Limited
|
(900)
|
(900)
|
(900)
|
Adroit Financial Planning
Limited
|
(355)
|
-
|
(355)
|
All of the above amounts are
interest-free and repayable on demand.
24. Guarantees, contingent
liabilities and contingent assets
In the normal course of business,
the Group is exposed to legal and regulatory issues, which, in the
event of a dispute, could develop into litigious proceedings and,
in some cases, may result in contingent liabilities. Similarly, a
contingent liability may arise in the event of a finding in respect
of the Group's tax affairs, including the accounting for VAT, which
could result in a financial outflow and/or inflow from the relevant
tax authorities. The Board assesses any such matters on an ongoing
basis.
Brooks Macdonald Asset Management
Limited, a subsidiary company of the Group, has an agreement with
the Royal Bank of Scotland plc to guarantee settlement for trading
with CREST stock on behalf of clients. The Group holds client
assets to fund such trading activity.
25. Principal risks and
uncertainties
The principal risks and
uncertainties facing the Group are in line with those disclosed and
included within the Group's Annual Report and Accounts for the year
ended 30 June 2024.
26. Events since the end of the
period
As disclosed in Note 10, on 12
September, the Group announced that it had entered into a binding
agreement to sell Brooks Macdonald Asset Management (International)
Limited, and its wholly-owned subsidiaries. Following regulatory
approval, the sale was completed on 21 February 2025. Under the
terms of the acquisition, the total net consideration is expected
to be up to £50,850,000, with initial cash consideration being
£28,000,000 and deferred contingent consideration of up to
£22,850,000. The deferred contingent consideration is based on
revenue performance of the business over a 2-year period following
completion. The Group and Parent Company expects to make a gain on
disposal and no impairment is expected. As the transaction
completed so recently and the calculation of the deferred
contingent consideration relies on uncertain future performance, it
is not currently possible to estimate the gain on disposal. The
final disposal accounting will be disclosed in the 2025 Annual
Report and Accounts.
On 8 October 2024, the Group
announced that it had acquired, subject to regulatory approval,
LIFT-Financial Group Limited and LIFT-Invest Limited (together,
"LIFT"). As at 31 December 2024, LIFT has assets under advice of c.
£1.6 billion and c. 1,350 clients made up of private individuals,
predominantly in financial services and professional sports,
families and corporate clients. In addition to wealth management,
LIFT offers mortgage and insurance services. The acquisition
consists of acquiring 100% of the issued share capital of
LIFT-Financial Group Limited and LIFT-Invest Limited which was
funded through existing financial resources. The acquisition
completed on 31 January 2025. Under the terms of the acquisition,
the purchase consideration includes an initial up-front portion and
a deferred contingent element. The initial consideration amounting
to £30,131,000 was paid in cash. The deferred contingent
consideration is also payable in cash up to a maximum of
£15,000,000 and is based on retention of the assets under advice
and profit performance of the acquired business for the one-year
period following completion. The acquisition will be accounted for
in the Group's 2025 Annual Report and Accounts.
On 15 January 2025, the Group
announced its intention to apply to the Financial Conduct Authority
for the Group's ordinary shares to be admitted to the Equity Shares
segment of the Official List and to trading on the Main Market of
the London Stock Exchange. The Board considers that Admission would
further enhance the Group's corporate profile, as well as extending
the opportunity to own its ordinary shares to a broader group of
investors. The Admission will be effected through an introduction
of the Company's existing ordinary shares and is expected to occur
no earlier than 4 March 2025 and by 31 March 2025, at which time
the Group's listing on AIM is expected to be cancelled.
On 28 January 2025, the Group
announced the commencement of a share buyback programme with a
maximum aggregate value of £10,000,000. The Board considers that
acquiring shares at prices which constitute a discount to the
Company's longer-term valuation multiple and fail to reflect either
the Company's strengths or future prospects, is consistent with the
Company's disciplined approach to capital allocation. This buyback
programme commenced after the balance sheet date of 31 December
2024 but prior to the approval of this Interim Report and Accounts.
This is considered a non-adjusting event, and as such, no
adjustments have been made to this Interim Report and Accounts in
respect of this buyback programme. However, the financial impact of
the buyback will be reflected in the Annual Report and Accounts for
the year ended 30 June 2025. As at 26 February 2025, the Group have
bought back 58,000 shares for a total consideration of
£831,850.
An interim dividend was declared on
26 February 2025, refer to Note 12 for further details.
No other material events have
occurred between the reporting date and the date of signing the
Condensed consolidated financial statements.
Non-IFRS financial
information
Non-IFRS financial information or
Alternative Performance Measures ("APMs") are used as supplemental
measures in monitoring the performance of the Group. The
adjustments applied to IFRS measures to compute the Group's APMs
excludes income and expense categories which are deemed of a
non-recurring nature or a non-cash operating item. The Board
considers the disclosed APMs to be an appropriate reflection of the
Group's performance and considered appropriate for external analyst
coverage and peer group benchmarking.
The Group follows a rigorous process
in determining whether an adjustment should be made to present an
Alternative Performance Measure compared to IFRS measures. For an
adjustment to be excluded from underlying profit as an Alternative
Performance Measure compared to statutory profit, it must initially
meet at least one of the following criteria:
• It is
unusual in nature, e.g. outside the normal course of business and
operations.
• It is
a significant item, which may be recognised in more than one
accounting period.
• It has
been incurred as a result of either an acquisition, disposal or a
company restructure process.
The Group uses the below
APMs:
APM
|
Equivalent IFRS measure
|
Definition and purpose
|
Underlying profit before tax from
continuing operations
|
Statutory profit before tax from
continuing operations
|
Calculated as profit before tax from
continuing operations, excluding income and expense categories
which are deemed of a non-recurring nature or a non-cash operating
item. It is considered by the Board to be an appropriate reflection
of the Group's performance and considered appropriate for external
analyst coverage and peer group benchmarking.
See the reconciliation between
underlying and statutory profits section for a reconciliation of
underlying profit before tax from continuing operations and
statutory profit before tax from continuing operations and an
explanation for each item excluded in underlying profit before
tax.
|
Underlying tax charge from
continuing operations
|
Statutory tax charge from continuing
operations
|
Calculated as the statutory tax
charge from continuing operations, excluding the tax impact of the
adjustments excluded from underlying profit from continuing
operations.
See Note 8 Taxation
|
Underlying earnings/
Underlying profit after tax from continuing operations
|
Total comprehensive income from
continuing operations
|
Calculated as underlying profit
before tax from continuing operations less the underlying tax
charge from continuing operations.
See Note 11 for a reconciliation of
underlying profit after tax from continuing operations and total
comprehensive income.
|
Underlying profit margin before tax
from continuing operations
|
Statutory profit margin before tax
from continuing operations
|
Calculated as underlying profit
before tax from continuing operations over revenue for the period.
This is another key metric assessed by the Board and appropriate
for external analyst coverage and peer group
benchmarking.
|
Underlying basic earnings per share
from continuing operations
|
Statutory basic earnings per share
from continuing operations
|
Calculated as underlying profit
after tax from continuing operations, divided by the weighted
average number of shares in issue during the period. This is a key
management incentive metric and is a measure used within the
Group's remuneration schemes.
See Note 11 Earnings per
share.
|
Underlying diluted earnings per
share from continuing operations
|
Statutory diluted earnings per share
from continuing operations
|
Calculated as underlying profit
after tax from continuing operations, divided by the weighted
average number of shares in issue during the period, including the
dilutive impact of future share awards. This is a key management
incentive metric and is a measure used within the Group's
remuneration schemes.
See Note 11 Earnings per
share.
|
Underlying costs from continuing
operations
|
Statutory costs from continuing
operations
|
Calculated as the aggregate of total
administrative expenses, other net gains/(losses), finance income
and finance costs from continuing operations, and excluding income
and expense categories which are deemed of a non-recurring nature
or a non-cash operating item. This is a key measure used in
calculating underlying profit before tax.
|
Statement of Directors'
responsibilities
The Directors confirm that the
Interim Report and Accounts have been prepared in accordance with
International Accounting Standard 34, 'Interim Financial
Reporting', as adopted by the European Union and that the Interim
management report includes a fair review of the information
required by DTR 4.2.7 and DTR 4.2.8, namely:
• an
indication of important events that have occurred during the first
six months and their impact on the Condensed consolidated financial
statements, and a description of the principal risks and
uncertainties for the remaining six months of the financial year;
and
• material related party transactions in the first six months
and any material changes in the related party transactions
described in the last Annual Report and Accounts.
By order of the Board of
Directors
Katherine Jones
CFO
26 February 2025
Independent review report to Brooks
Macdonald Group plc
Report on the condensed consolidated
financial statements
Our conclusion
We have reviewed Brooks Macdonald
Group plc's condensed consolidated interim financial statements
(the "interim financial statements") in the Interim report and
Accounts of Brooks Macdonald Group plc for the 6 month period ended
31 December 2024 (the "period").
Based on our review, nothing has
come to our attention that causes us to believe that the interim
financial statements are not prepared, in all material respects, in
accordance with UK adopted International Accounting Standard 34,
'Interim Financial Reporting' and the AIM Rules for
Companies.
The interim financial statements
comprise:
• the
condensed consolidated statement of financial position as at
31 December 2024;
• the
condensed consolidated statement of comprehensive income for the
period then ended;
• the
condensed consolidated statement of cash flows for the period then
ended;
• the
condensed consolidated statement of changes in equity for the
period then ended; and
• the
explanatory notes to the interim financial statements.
The interim financial statements
included in the Interim report and Accounts of Brooks Macdonald
Group plc have been prepared in accordance with UK adopted
International Accounting Standard 34, 'Interim Financial Reporting'
and the AIM Rules for Companies.
Basis for conclusion
We conducted our review in
accordance with International Standard on Review Engagements (UK)
2410, 'Review of Interim Financial Information Performed by the
Independent Auditor of the Entity' issued by the Financial
Reporting Council for use in the United Kingdom ("ISRE (UK) 2410").
A review of interim financial information consists of making
enquiries, primarily of persons responsible for financial and
accounting matters, and applying analytical and other review
procedures.
A review is substantially less in
scope than an audit conducted in accordance with International
Standards on Auditing (UK) and, consequently, does not enable us to
obtain assurance that we would become aware of all significant
matters that might be identified in an audit. Accordingly, we do
not express an audit opinion.
We have read the other information
contained in the Interim report and accounts and considered whether
it contains any apparent misstatements or material inconsistencies
with the information in the interim financial
statements.
Conclusions relating to going concern
Based on our review procedures,
which are less extensive than those performed in an audit as
described in the Basis for conclusion section of this report,
nothing has come to our attention to suggest that the directors
have inappropriately adopted the going concern basis of accounting
or that the directors have identified material uncertainties
relating to going concern that are not appropriately disclosed.
This conclusion is based on the review procedures performed in
accordance with ISRE (UK) 2410. However, future events or
conditions may cause the group to cease to continue as a going
concern.
Responsibilities for the interim
financial statements and the review
Our responsibilities and those of
the directors
The Interim report and Accounts,
including the interim financial statements, is the responsibility
of, and has been approved by the directors. The directors are
responsible for preparing the Interim report and Accounts in
accordance with the AIM Rules for Companies which require that the
financial information must be presented and prepared in a form
consistent with that which will be adopted in the company's annual
financial statements.
Our responsibility is to express a
conclusion on the interim financial statements in the Interim
report and Accounts based on our review. This report, including the
conclusion, has been prepared for and only for the company for the
purpose of complying with the AIM Rules for Companies and for no
other purpose. We do not, in giving this conclusion, accept or
assume responsibility for any other purpose or to any other person
to whom this report is shown or into whose hands it may come save
where expressly agreed by our prior consent in writing.
PricewaterhouseCoopers
LLP
Chartered Accountants
London
26 February 2025
Further information
Directors
Maarten Slendebroek
|
Chair
|
Andrea Montague
|
CEO
|
Katherine Jones
|
CFO
|
Robert Burgess
|
Non-Executive Director
|
Dagmar Kershaw
|
Non-Executive Director
|
John Linwood
|
Non-Executive Director
|
James Rawlingson
|
Non-Executive Director
|
Financial calendar
Interim results announced
|
27 February 2025
|
Ex-dividend date for interim
dividend
|
13 March 2025
|
Record date for interim
dividend
|
14 March 2025
|
Payment date of interim
dividend
|
11 April 2025
|
Company information
Secretary
|
Phil Naylor
|
Company registration
number
|
4402058
|
Registered office
|
21 Lombard Street, London, EC3V
9AH
|
Website
|
www.brooksmacdonald.com
|
Officers and advisers
Independent auditors
|
Principal bankers
|
Registrars
|
PricewaterhouseCoopers
LLP
7 More London Riverside
London
SE1 2RT
|
The Royal Bank of Scotland
plc
280 Bishopsgate
London
EC2M 4RB
|
MUFG Corporate Markets
Central Square
29 Wellington Street
Leeds
LS1 4DL
|
Nominated adviser and joint
broker
Singer Capital Markets
One Bartholomew Lane
London
EC2N 2AX
|
Joint broker
Investec Bank plc
30 Gresham Street
London
EC2V 7QP
|
Public relations
Teneo
The Carter Building
12 Pilgrim Street
London
EC4V 6RN
|
Cautionary statement
The Interim Report and Accounts for
the six months ended 31 December 2024 has been prepared to provide
information to shareholders to assess the current position and
future potential of the Group. The Interim Report and Accounts
contains certain forward-looking statements concerning the Group's
financial condition, operations and business opportunities. These
forward-looking statements involve risks and uncertainties that
could impact the actual results of operations, financial condition,
liquidity, dividend policy and the development of the industry in
which the Group operates and differ materially from the impression
created by the forward-looking statements. Any forward-looking
statement is made using the best information available to the
Directors at the time of their approval of this report. Past
performance cannot be relied on as a guide to future
performance.