TIDMGHE

RNS Number : 3862L

Gresham House PLC

10 September 2021

Gresham House plc

("Gresham House," "the Group" or "the Company")

Interim results for the six months ended 30 June 2021

Strong AUM growth driven by international expansion and demand for ESG-focused strategies

Gresham House plc, (AIM: GHE) the specialist alternative asset manager, reports strong growth in assets under management (AUM) in the first half of the year, driven by international expansion and continued demand for its Environment, Social and Governance (ESG) focused investment strategies, underpinned by organic and acquisition-based growth.

HIGHLIGHTS

 
                                             As at             As at     Change 
                                       30 Jun 2021       31 Dec 2020 
                                            (GBPm)            (GBPm)        (%) 
--------------------------------  ----------------  ----------------  --------- 
   Assets under management 
    (AUM)                                    4,722             3,970        +19 
   Cash and liquid assets(1)                  45.0              45.1          - 
 
                                     Six months to     Six months to 
                                       30 Jun 2021       30 Jun 2020 
                                            (GBPm)            (GBPm)        (%) 
--------------------------------  ----------------  ----------------  --------- 
   Total net core income                      23.0              17.5        +31 
   Adjusted operating profit(2)                6.9               5.2        +32 
   Total comprehensive net 
    profit/(loss)                              5.2             (2.2)        n/a 
 

(1) Cash and liquid assets includes cash and investments in tangible and realisable assets

(2) Adjusted operating profit is defined as the net trading profit of the Group after charging interest but before depreciation, amortisation, share-based payments relating to acquisitions, profits and losses on disposal of tangible fixed assets, net performance fees, net development gains and exceptional items

FINANCIAL HIGHLIGHTS

   --      AUM up 19% in H1 to GBP4.7 billion 
   --      Organic growth of 12% (GBP453 million) 
   --      Net core income up 31% to GBP23.0 million (H1 2020: GBP17.5 million) 
   --      Adjusted operating profit up 32% to GBP6.9 million (H1 2020: GBP5.2 million) 

-- Utilising balance sheet to grow the asset management business with cash and liquid assets at 30 June 2021 of GBP45.0 million (31 December 2020: GBP45.1 million)

-- Strong post period AUM growth with fund inflows of over GBP350 million, and the announced acquisition of the Venture Capital Trust business of Mobeus Equity Partners LLP (Mobeus VCT business) increasing pro forma AUM to GBP5.4 billion

   --      Delivery against GH25 financial and strategic targets ahead of management expectations 

STRATEGIC HIGHLIGHTS

-- Achieving international expansion through the completion of the acquisition of Appian Asset Management in Ireland and the expected completion of a further international forestry mandate in Australia, subject to regulatory approval

   --      Recognised for leadership in sustainable investment through fund performance and award wins 

-- Increased client diversification and AUM through additional organic fundraises post period end of over GBP350 million

-- Acquisition of the Mobeus VCT business brings additional AUM of GBP369 million ( see today's separate RNS announcement )

SUSTAINABLE INVESTMENT HIGHLIGHTS

-- Gresham House Asset Management Limited has met the FRC's expected standard of reporting in 2021 and been listed as a signatory to the 2020 UK Stewardship Code

   --      Sustainability Committee established by the Board which will be chaired by Gareth Davis 

-- Commenced a large project this year to better understand our climate impact as a business and as investors, ahead of planned reporting against the TCFD recommendations in 2022

Commenting on the results, Tony Dalwood, Chief Executive Officer said:

"Our first half performance has been very strong, with robust AUM growth driven by organic progress and international expansion. In addition, the acquisition of the Mobeus VCT business, announced today, will create further shareholder value.

"We continue to see strong demand for our ESG-focused investment strategies, underpinned by our compelling investment performance. A number of our sustainability-focused funds have held successful closes since the half-year end and the acquisition of the Mobeus VCT business also brings significant scale to create a leading player in the VCT segment.

"The Group has built an effective platform to grow AUM further by providing outstanding products in attractive asset classes. We are extremely well positioned for further growth in second half of 2021 and beyond."

Ends

Gresham House will be hosting a Capital Markets Day on Thursday 4 November 2021 - details to be announced in due course.

This announcement contains inside information for the purposes of the Market Abuse Regulation (596/2014/EU)("MAR")

 
For more information contact: 
Gresham House plc 
 
 Tony Dalwood, Chief Executive Officer 
 Kevin Acton, Chief Financial Officer                                    +44 (0)20 3837 6270 
Houston - PR advisors 
 
 Alexander Clelland                                                      gh@houston.co.uk 
 Kay Larsen                                                              +44 (0)20 4529 0549 
Canaccord Genuity Limited - Nominated Adviser and Joint Broker 
 
 Bobbie Hilliam 
 Georgina McCooke                                                        +44 (0)20 7523 8000 
 
Jefferies International Limited - Joint Broker and Financial Adviser 
 
 Paul Nicholls 
 Max Jones                                                               +44 (0)20 7029 8000 
 

About Gresham House

Gresham House is a specialist alternative asset management group, dedicated to sustainable investments across a range of strategies, with expertise across forestry, housing, infrastructure, renewable energy and battery storage, public and private equity.

Our origins stretch back to 1857, while our focus is on the future and the long term. Quoted on the London Stock Exchange (GHE:LN) we actively manage c.GBP4.7 billion of assets (as at 30 June 2021) on behalf of institutions, family offices, charities and endowments, private individuals and their advisers. We act responsibly within a culture of empowerment that encourages individual flair and entrepreneurial thinking.

As a signatory to the UN-supported Principles for Responsible Investment (PRI), our vision is to always make a positive social or environmental impact, while delivering on our commitments to shareholders, employees and investors.

www.greshamhouse.com

CHAIRMAN'S STATEMENT

It has been very pleasing to see the ongoing momentum of Gresham House in the first half of 2021, with strong progress against the financial and strategic targets of the five-year plan, 'GH25'. Growth in AUM has proceeded apace towards the GH25 target of GBP6.0 billion. AUM was up 19% to GBP4.7 billion in the half through organic and acquisition activity, reflecting our commitment to creating shareholder value through growth and performance on various metrics.

Moreover, our plan to establish a platform for international growth is now evident in both Europe and Asia Pacific.

We were pleased to complete the acquisition of Appian Asset Management (Appian), now Gresham House Ireland, on 29 June following regulatory approval from the Central Bank of Ireland, cementing the Group's international expansion plans with the addition of a regulated EU-based platform post-Brexit, alongside our intention to scale our activities in Ireland.

In addition, post period end, we were appointed as asset manager for a 24,800-hectare Australian forestry investment, Green Triangle Forest Products (GTFP), for AXA IM Alts, expanding our presence outside Europe and growing our relationship with AXA IM Alts following our appointment to manage a 4,074-hectare portfolio of forests in Ireland in 2019. This is pending regulatory approval, which we hope to provide an update on by the end of the year.

Our leadership in sustainable investing continues to be underpinned by our broad product range and growth across all areas, from renewable energy and sustainable infrastructure to housing and forestry. We are increasingly recognised across the industry as being at the forefront of sustainable investment, investing in people and areas of opportunity which are evolving rapidly, whilst demonstrating innovation and resilience in performance across our product set.

Climate change is at the top of most investors' agendas and we have worked with a number of clients to meet their increasing climate reporting requirements. In addition, we provide our clients with a range of solutions that take advantage of climate related opportunities and positively influence environmental outcomes.

The Taskforce on Climate-Related Financial Disclosures (TCFD) has become the widely recognised standard for climate reporting, and we commenced a large project this year to better understand our climate impact as a business and as investors. We are planning to report against the TCFD recommendations in 2022 and will be starting work with an external expert to provide our first climate footprint as well as forward looking climate analysis.

Our investment expertise has been recognised in awards, including Alternatives Manager of the Year from Pensions Age, and more widely across our business with our UK Multi Cap Income Fund winning awards from both Investment Week and Citywire. We are proud to be finalists for many awards due to be judged in the second half of 2021 and will be delighted to add to this roster.

Clearly clients are the focus for a long term, sustainable, profitable and growing business like Gresham House, and as such, we are pleased that the investment performance of our funds remains strong and continues to attract new investors.

Activity in the period

The robust rise in AUM growth in the period reflects this strong performance at a fund and strategic level across the business, as well as net inflows and the completion of the Appian acquisition (EUR396 million at 30 June 2021).

We expect this growth to continue with the fund launches highlighted in the 2020 annual report which are on track. This includes the Gresham House Forest Growth & Sustainability LP securing GBP25 million by the end of the period and Gresham House Residential Secure Income LP (ReSI LP) achieving commitments of GBP70 million, with GBP16 million deployed by the end of the period.

Our commitment to investing in people to support growth remains, with senior hires across the business, including James Lindsay as Head of Institutional Business to complement Heather Fleming and our existing senior expertise in this area.

Results

I am also pleased to report continuing progress towards the financial goals of GH25, with Net Core Income up 31% in the first half of 2021 to GBP23.0 million (H1 2020: GBP17.5 million), and the Adjusted Operating Profit up 32% in the same period to GBP6.9 million (H1 2020: GBP5.2 million).

We continue to invest in the business, with an operating margin of 30% in the first half of 2021 (H1 2020: 30%), as we focus on growing the business in areas of high-growth potential and where we have sector/technical expertise to outperform versus the market.

Board

As highlighted previously, Richard Chadwick will be standing down as Audit Committee Chairman and Non-Executive Director at the conclusion of the 2022 AGM.

We have completed the recruitment process for Richard's replacement and I am pleased to welcome Richard's successor, Sarah Ing as the Audit Committee Chair Designate, taking on full responsibility on Richard's retirement at the conclusion of the 2022 AGM. Sarah will act as Richard's alternate from 15 September 2021 until Richard's retirement.

Sarah is a chartered accountant, with listed company experience as a Non-Executive Director on XPS Pensions Group plc and CMC Markets plc boards. Richard will handover through the 2021 year-end process to ensure a smooth transition. I look forward to working with Sarah as we continue the Company's growth story.

Outlook

Assets with a focus on ESG factors are on track to exceed $53 trillion by 2025, representing more than a third of the $140.5 trillion in projected total global assets under management, according to Bloomberg.[1]

Gresham House is well positioned to take advantage of this growth as many of our investment solutions contribute positively to environmental and social outcomes, whilst offering investors strong investment returns.

To that end, I am pleased to note that Gresham House Energy Storage Fund plc (GRID), Gresham House Forest Growth & Sustainability LP, and BSIF II LP, and ReSI LP have all held successful closes since 30 June, adding over GBP350 million to AUM and setting the Group in great stead for the second half of 2021 and beyond.

In addition, the acquisition of the Mobeus VCT business and the associated equity raise will boost our AUM and significantly enhance our profitability, marking substantial progress towards achieving the targets laid out in our GH25 five-year plan. Pro forma AUM increases to GBP5.4 billion after adding post period AUM raised of over GBP350 million and GBP369 million from the Mobeus VCT business acquisition.

As the VCT segment continues to consolidate, this latest acquisition provides substantial scale to compete effectively amid rising demand for early-stage growth capital from a range of emerging disruptive businesses. The benefits to both the Baronsmead and Mobeus VCT shareholders are clear from the increased resources and platform that Gresham House can provide, including ESG leadership.

We approach the second half of 2021 with real optimism having laid down a solid platform to grow AUM we are ahead of management expectations for 2021, and remain on track to deliver GH25 and create further shareholder value.

Anthony Townsend

Chairman

9 September 2021

CHIEF EXECUTIVE'S REPORT

It has been 18 months since we set out our five-year strategy 'GH25' to target long-term shareholder value and I am delighted to say we have been making strong progress against all our strategic and financial objectives despite the challenges presented by the global macro environment as a result of the pandemic.

We are increasingly recognised as leaders in ESG and sustainable investing: the vast majority of our investment products are outperforming their benchmarks; we are building significant market share in specialist products; building on our international presence and increasing client diversification and depth. All of the above are enhancing our brand value and reputation and this has been reflected in various industry awards alongside new investors approaching us to become clients or work on a partnership basis.

Whilst the environment has been challenging, with the UK in lockdown for much of the first half of this year, we have seized the opportunities across the business to improve our position in a number of key areas.

Our culture is strong and contributes significantly to our success. In our employee survey, 94% of respondents would recommend Gresham House as a place to work. The Management Committee view this as significant and important for the long-term growth ambitions of the Group. We want people to enjoy their work and we know this is a key ingredient in delivering for our clients.

We will continue to invest in growth areas, recruiting high-calibre talent, while remaining focused on maintaining and improving operating margins in line with the target in GH25.

Achieving AUM growth of 19%, taking us to GBP4.7 billion at the half-way point of the year, is testament to the success of our strategy to grow organically supported by acquisition, and we are pleased to have already made such good progress against our target of GBP6.0 billion by 2025.

We welcome our new colleagues in Ireland, where the Appian acquisition builds on our existing presence managing forestry assets for AXA IM Alts, and we foresee further growth under the new name Gresham House Ireland, both in Ireland and across the EU from this important platform.

We committed significant time to launching new funds and to fundraising in the first half of 2021, which means we approach the rest of the year with confidence.

Progress on 2021 priorities - Financial

Our significant AUM growth to date in 2021 and a series of successful fundraises across our product set reflect the sustained interest in ESG investing and the breadth of our offering.

In Housing, ReSI LP, a closed-ended limited partnership aiming to deliver secure income returns by investing in portfolios of shared ownership and rental homes, had a successful first close with commitments of GBP70 million and we expect this vehicle to scale over time. We are delighted that ReSI Homes, the registered provider within ReSI LP, has been selected as a strategic partner of the Greater London Authority to deliver affordable housing over the next five years. Nationally ReSI Homes is one of only three institutional investors to have been selected.

We continue to develop utility scale battery storage projects to support the growth of Gresham House Energy Storage Fund plc (GRID) and have GBP11 million invested in projects at the end of the period and also completed the sale of 30MW to GRID in H1, deploying balance sheet capital to support growth.

AUM growth has continued since 30 June 2021, with new fund inflows of over GBP350 million. A further GBP100 million was raised for GRID in early July and the launch of the Gresham House Forest Growth & Sustainability LP, with a first close in August, added a further GBP102 million to close at GBP127 million. In addition, in sustainable infrastructure - BSIF II (British Sustainable Infrastructure Fund II), reached a first close in August of GBP100 million. We also achieved a follow-on close for ReSI LP in August for a further GBP50 million.

We expect this growth to continue through the second half of the year, with further international expansion in Asia Pacific as we pursue Carbon Credit opportunities in forestry and the anticipated close of our new Australian forestry mandate with AXA IM Alts by the end of 2021.

In Public Equity, we have seen continued inflows into our UK Micro Cap and UK Multi Cap Income funds managed by the award-winning Ken Wotton, Brendan Gulston and team. In line with the specialist nature of Gresham House products, these funds focus on small, mid-cap companies and micro-cap companies using a fundamentals-based approach and a private equity philosophy, designed to deliver attractive returns with a low correlation to their peer group.

Our disciplined process leverages the fundamentals-driven attributes of private equity, and our highly-resourced team has access to specialist expertise via an extensive network derived from their private equity heritage, alongside investment committees with broad experience and successful track records. This is evident in the growth in NAVs at Strategic Equity Capital (SEC) and Gresham House Strategic (GHS), which grew by 24% and 22% respectively in the first half. Importantly, the long-term track records of the teams managing these investment funds are clearly very strong and we are proud of the platform Gresham House provides for these teams to flourish and add value to portfolio investments.

There was also successful fundraising in Private Equity, with a successful close for the last fundraising round by the Baronsmead VCTs, raising a total of GBP65 million, the highest amount raised by these two VCTs to date (GBP32 million in 2021).

We remain focused on our other financial targets and have achieved an operating profit margin of 30% in the period, and alongside this an operating profit of GBP6.9 million. We have continued to invest in the business for the long term, while focused on productivity and efficiency throughout and the timing of AUM delivery in 2021 will provide greater benefit to the second half of 2021 and profitability in future years.

As part of GH25 we target a ROIC of 15%+ and we have continued to use our balance sheet to invest, with the ultimate goal of growing AUM while delivering 15%+ returns.

Progress on 2021 priorities - Strategic

In line with our ambition for Gresham House to be a leader in sustainable investment, including ESG, we conducted a corporate ESG gap analysis to identify where there are opportunities to develop our business practices to reflect our ambition for leadership more closely. From this analysis, we have identified several priorities for the business:

1. Evolve our management and measurement of climate related risks and opportunities at a corporate and investment level

   2.   Further enhance Diversity and Inclusion across the business 

3. Evaluate sustainability factors across material supply chains that our investments are a part of

To support the development of these priorities, we have further invested in our Sustainable Investment Team by increasing the team from one to three individuals. This will significantly bolster our capacity to enhance our sustainable investment processes across all divisions as well as at a corporate level.

In addition, the Board have established a Sustainability Committee to provide oversight and accountability for our sustainability related practices across the business. This Committee will work closely with our Managing Director, Rupert Robinson and Director of Sustainable Investment, Rebecca Craddock-Taylor to progress the various priorities we have set ourselves in relation to becoming a leader in this area. Further details on our progress and plans can be found in the Sustainable Investment overview.

Our plans for international expansion are advancing, and the completion of our acquisition of Appian Asset Management, now Gresham House Ireland, and the Australian forestry mandate, subject to regulatory approval, are enabling us to operate in carefully identified areas of the world where we see a business and cultural fit.

We continue to maintain market share in specialist areas and have seen further growth in our Forestry and New Energy businesses, and we expect to grow in other areas with the close of additional fundraises over the course of the year.

We are working to increase our client diversification and depth and have had success with fund launches attracting new institutional and long-term clients. We have also further invested in our distribution team.

People

The Covid-19 pandemic has been a test of the culture of organisations across the world. I am proud to say that my colleagues across Gresham House responded in exemplary fashion to the challenges it presented and our culture has remained strong throughout these difficult times, including the periods of lockdown we experienced earlier this year.

We have followed government guidelines closely to maintain the safety of our teams, enabling our people to work remotely and managing logistics around office work effectively. Following consultation with the teams, our return to the office more permanently will continue to focus on the wellbeing of our employees and we will be adopting a hybrid working model, recognising the benefits of this way of working for both the Company and our people. We will be moving into a new office in London, which has been designed to accommodate hybrid working alongside improved facilities to support sustainability and the growth of the business.

We continue to invest in talent across the business, including notable senior hires in James Lindsay as Head of Institutional Business, and Fernando Casas Garcia as Head of Operations for New Energy, where increasing scale in areas such as battery storage has driven the need for greater expertise in this area. This is also the case with our Sustainable Investment team - it is an important and growing part of the business and we are committed to working with the highest quality talent.

Delivering top-quality service is our priority and we will continue to invest in teams across the business to ensure this is the case.

Outlook

We have enjoyed an encouraging H1 2021 and the outlook for the rest of the year and beyond indicates a continuation of this positive momentum. Whilst macroeconomic challenges are clear, the structural growth in our areas of investment remains evident with increasing asset allocation to real assets and specialist or strategic equity.

In the first half, we have made good progress in many areas against our GH25 objectives and our business has the opportunity to grow further across the board, with our client base broadening and deepening, and as we venture further into international geographies.

I am also pleased to welcome the Mobeus VCT business to the Gresham House family following the announced acquisition and equity fund raise today. Together this adds scale to our expertise in venture investing, while adding scale and enhancing earnings for shareholders.

With Gresham House's positive reputation growing across the spectrum of investment performance, product innovation, a focus on appropriate governance, social benefits and environmental awareness, we have completed the groundwork for a number of our planned funds. We have held first closes in H1 and have a strong pipeline of new investors lined up for closes in H2 having already closed funds with AUM of over GBP350 million since the end of June, bringing pro forma AUM to GBP5.1 billion. After the acquisition of the Mobeus VCT business, pro forma AUM increases to GBP5.4 billion. We are therefore confident that we will outperform the current market expectations for the end of 2021.

Tony Dalwood

Chief Executive

9 September 2021

SUSTAINABILITY AT GRESHAM HOUSE

Progress on our corporate sustainability plan

Environmental awareness, understanding and action

In the past few months, we have been working to appoint an external expert to help us measure our current carbon emissions across our operations and our investments. The purpose of this exercise will be to understand our baseline, so we can then set targets and actions to reduce the impact we have on the environment as a business and as investors.

Diversity and Inclusion (D&I) awareness, understanding and action

In 2020 we published our first D&I policy setting out our commitments to enhance D&I at Gresham House. This year we have established a D&I Committee with representatives from across the business who are tasked with implementing our D&I strategy to set out the internal behaviours and actions to be rolled out to improve diversity and inclusion across the Company and meet our policy commitments. The D&I strategy will also establish a range of objectives we want to achieve to support our company strategy. The D&I strategy provides a shared direction, commitment and set of goals and work streams for us over the next four years. It outlines the key roles and responsibilities and how we will track progress and measure success and is an integral part of the financial and strategic targets of the GH25 plan.

In addition, we signed up to the #100blackinterns last year and subsequently hired two individuals to work in our Sustainable Infrastructure and Housing strategies and within our Sustainable Investment team throughout the summer of 2021. We are building on this and will be developing a formal internship programme to ensure interns that work with us are able to gain valuable skills that can be translated into their future careers.

People and community

Our people are our greatest asset and we have worked extremely hard throughout the Covid-19 pandemic to ensure staff satisfaction remains high. We will be completing our second employee engagement survey in October, which will provide useful insights for the Gresham House leadership team to understand where improvements have been made relative to the results in 2020, and what areas need to be prioritised in the remainder of 2021 and into 2022.

Communication and transparency

We published our first Sustainable Investment Report earlier this year which includes case studies, measurements of what we have achieved and key Group milestones. The report demonstrated what has been achieved over the last year and the contribution that our business and investments are having on the environment and society.

Accreditations and commitments

We have maintained our London Stock Exchange Green Economy Mark for Gresham House plc as well as for our listed battery storage fund Gresham House Energy Storage Fund plc (GRID). Gresham House Asset Management Limited has also met the expected standard of reporting in 2021 and has been listed as a signatory to the 2020 UK Stewardship Code. Earlier this year we reported for the second time for the PRI and await the 2021 rating outcomes. We have also been shortlisted for Best Sustainable & ESG Fund Management Group of the Year (AUM under GBP20 billion), as well as Best Sustainable & ESG Alternative Assets Fund for GRID at the 2021 Investment Week Sustainable & ESG Investment Awards.

Policies, processes and systems

The Board has established a Sustainability Committee which will be chaired by Gareth Davis. This Committee will provide oversight and accountability for Gresham House plc's sustainability strategy across our business operations and investment practices. The Committee met for the first time in August 2021 where a range of sustainability factors were discussed, including how we will advance our management of climate change risks and opportunities.

In addition, we also have our Sustainable Investing Committee (SIC), which operates at the divisional level. This forum focuses on sharing best practice between different divisions, whilst also working as a unit to drive sustainability related deliverables applicable to all divisions. The SIC's objective for the remainder of 2021 is to build on existing processes and systems to enhance our monitoring of sustainability factors during the holding period of our investments.

Measurable investment actions

   1.   Planted 7 million trees in 2021 (versus 9 million for the calendar year 2020)* 

2. Our existing forestry captured the equivalent CO2 generated by 266,000 people in the UK annually (versus 270,000 in 2020)**

   3.   Invested in two businesses that plan to connect 5,000+ homes to the internet in 2021 

4. Solar and wind projects generated enough energy to power over 131,000 homes in the last year (versus 117,000 homes in 2020)

5. Invested in a further 733 shared ownership homes (166 homes in 2020) with a total shared ownership portfolio of 936 homes (205 homes in 2020)

6. Improved portfolio company engagement in 2020. We voted 97% for management recommendations, 3% against, and had 0% abstentions. (2019, we voted 94% for management recommendations, 6% against, and had 0% abstentions)

* As at 7 September 2021. Based on 1,100 trees per hectare for broadleaves and, 2,700 trees per hectare for conifers

** Existing forestry is captured in the UK national account, so no direct offsetting claims can be made. Calculated using the Woodland Carbon Code and based on the managed area decreasing from 141,000 hectares to 136,000 hectares

FINANCIAL REVIEW

We set out our priorities for 2021 and it is pleasing to see that during the first half of the year we have made good progress.

The Group's AUM increased to GBP4.7 billion at the end of the first half, up 19% on the beginning of the year (GBP4.0 billion) and we have since achieved a number of fund closes, which sets the Group up well to deliver ahead of expectations in the second half of the year.

Gresham House has seen net core income grow in the period by 31% to GBP23.0 million compared to GBP17.5 million in the first half of 2020 and this has driven the adjusted operating profits of the Group up by 32% to GBP6.9 million (H1 2020: GBP5.2 million). We have continued our focus on the long-term scalable areas of the business and continued to invest in people and systems and as such the Group's operating margin has remained at 30% (H1 2020: 30%).

The Group also delivered total comprehensive income of GBP5.2 million (H1 2020: total comprehensive loss of GBP2.2 million), reflecting the strong performance of the Group's balance sheet investments in the period.

We have continued to use the Group's balance sheet to invest in areas which will lead to increasing AUM and the generation of long-term management fees.

Assets under management

AUM grew by 19% in the first six months of the year to GBP4.7 billion (Dec 2020: GBP4.0 billion). In line with our strategy this was achieved through both organic growth of GBP453 million (12%) and acquisition growth of GBP299 million (7%).

 
 GBP millions                       AUM    Net Fund   Performance   Funds Acquired/Won       AUM     Total 
                                 Dec-20    Flows(1)                                       Jun-21    Growth 
                                                                                                         % 
 Strategic Equity 
 Public Equity                      508          53           149                  255       965     90.0% 
 Private Equity                     412          11            54                    -       477     15.8% 
 Subtotal                           920          64           203                  255     1,442     56.7% 
 Real Assets 
 Forestry                         1,811          25           149                    -     1,985      9.6% 
 New Energy & 
  Sustainable Infrastructure        932           -           (4)                    -       928    (0.4)% 
 Housing                            307          16             -                   44       367     19.5% 
 Subtotal                         3,050          41           145                   44     3,280      7.5% 
 Total AUM                        3,970         105           348                  299     4,722     19.0% 
 

1. Including funds raised, redemptions and distributions

Net fund inflows of GBP105 million across Strategic Equity, Forestry and Housing highlighted the demand for the Group's offering in these asset classes. We set out the key funds that we were focused on raising in 2021 and these have shown good progress with a first close for Gresham House Residential Secured Income LP (ReSI LP), our shared ownership housing fund with committed capital of GBP70 million, and deployed capital of GBP16 million by the end of June 2021.

The performance of the Strategic Equity division in the period was strong with GBP203 million growth in AUM, reflecting the high performing nature of the funds managed by Ken Wotton and his team.

We also completed the acquisition of Appian Asset Management Limited (Appian), which has since been rebranded as Gresham House Ireland and is an exciting platform to pursue our international growth plans. The acquired AUM of GBP299 million (EUR350 million) reflects the AUM at exchange in December 2020 and it is pleasing to see that the AUM has since grown to GBP340 million (EUR396 million) across the equities and property funds managed by Gresham House Ireland.

Adjusted operating profit

The adjusted operating profit for the Group grew in the first half of 2021 by 32% to GBP6.9 million (H1 2020: GBP5.2 million). We use the non-GAAP measure of adjusted operating profit as a key performance indicator for Gresham House as an alternative asset manager and have separated out net performance fees and net gains on investments. As set out in the 2020 Annual Report, the adjusted operating profit is defined as the net trading profit of the Group before deducting amortisation, depreciation and exceptional items relating to acquisition and restructuring costs and share-based payments relating to acquisitions.

 
 
                                                              Six months         Six months 
                                                              to 30 June                 to 
                                                                    2021       30 June 2020 
                                                                 GBP'000            GBP'000 
    Gross core income                                             23,648             17,803 
    Rebates, distribution costs and fundraising 
     costs                                                         (611)              (254) 
                                                        ----------------  ----------------- 
    Net core income                                               23,037             17,549 
                                                        ----------------  ----------------- 
    Administration overheads (excluding amortisation, 
     depreciation, exceptional items and acquisition 
     related share-based payments)                              (16,041)           (12,307) 
    Finance costs                                                  (102)                (5) 
    Adjusted operating profit                                      6,894              5,237 
                                                        ----------------  ----------------- 
    Adjusted operating margin                                        30%                30% 
 
    Performance fees (gross)                                       1,912                  - 
    Variable compensation attributable to performance            (1,497)                  - 
     fees 
                                                        ----------------  ----------------- 
    Performance fees net of costs                                    415                  - 
                                                        ----------------  ----------------- 
    Realised gains on development projects                           818                  - 
    Variable compensation attributable to realised                 (511)                  - 
     gains 
    Development project costs                                      (219)                  - 
                                                        ----------------  ----------------- 
    Realised gains on development projects net                        88                  - 
     of costs 
                                                        ----------------  ----------------- 
    Adjusted operating profit including performance 
     fees and net realised gains on development 
     projects                                                      7,397              5,237 
                                                        ----------------  ----------------- 
    Amortisation and depreciation                                (4,191)            (4,482) 
    Acquisition related share-based payments 
     charges                                                       (253)              (296) 
    Exceptional items                                              (102)            (1,170) 
    Net gains/(losses) on investments and other 
     fair value movements                                          3,305              (898) 
    Tax                                                            (908)              (623) 
                                                        ----------------  ----------------- 
    Operating profit/(loss) after tax                              5,248            (2,232) 
                                                        ----------------  ----------------- 
    Loss from discontinued operations                                (5)                (6) 
                                                        ----------------  ----------------- 
    Total comprehensive net income                                 5,243            (2,238) 
                                                        ----------------  ----------------- 
 

Income

Net core income in the period increased by 31% to GBP23.0 million (H1 2020: GBP17.5 million). This increase reflects the organic growth in AUM across the business alongside AUM activity in the second half of 2020 which is now coming through fully in the first half of 2021.

The long-term nature of the Group's Real Asset management contracts highlight the stable revenue streams for the business with over GBP1.4 billion of AUM in Limited Partnership management contracts with a weighted average contract length of 14 years. The underlying assets within these funds of forests, infrastructure, renewable energy and housing continue to provide a stable platform to grow the business.

Administration expenses

Administration expenses, (excluding amortisation, depreciation, share-based payments relating to acquisitions and exceptional items) have increased in the period by 30% to GBP16.0 million (H1 2020: GBP12.3 million). We continue to manage costs diligently while ensuring that we invest in critical areas of the business. This includes a focused investment in our distribution and investment teams as the key drivers of growth, as well as in critical support functions such as compliance and legal. Headcount for the Group increased to 138 at the end of June (H1 2020: 129 people), and a further 23 joined from Appian.

Performance fees

The Group received a performance fee of GBP1.9 million (H1 2020: GBPnil) from Gresham House Strategic plc (GHS) in recognition of the performance of GHS exceeding the NAV growth hurdle as set out in the investment management agreement. This is a key tool to incentivise the entire team that work on GHS and as such this is allocated to the team, with the Group retaining GBP415,000.

Realised gains on investments

The Group sold one of the battery storage development projects, Byers Brae, in the period to Gresham House Energy Storage Fund plc (GRID), realising a gain of GBP818,000. The development of these sites is also used to incentivise the team and as such a proportion of the gain is paid to the team as a variable incentive. Other costs associated with battery storage development projects were GBP219,000 in the period.

Exceptional items in the first half of the year of GBP0.1 million (H1 2020: GBP1.2 million) reflect the fact that there were lower acquisition related costs or restructuring in the first half of the year. The majority of costs relating to the Appian acquisition were recognised at the point of exchange in December 2020.

Gains and losses on investments

Gains on investments in the period of GBP3.3 million reflect the recognition of the Group's investments in associates as well as the fair value movements other investments and contingent consideration relating to previous acquisitions. The treatment of GHS as an associate requires the Group to recognise its share of profits or losses in the period last reported by GHS. GHS has announced its annual results for the period to 31 March 2021 and under associate accounting the Group's share of the profits of GHS over this time frame is GBP2.5 million. Other notable gains were Gresham House Energy Storage Fund plc of GBP0.1 million, Strategic Equity Capital plc of GBP0.2 million and Strategic Public Equity (SPE) co-investments of GBP0.4 million.

Contingent consideration payable to the sellers of acquired businesses is fair valued at each period end, with the movement reflecting assessments of the expected final payment as well as the discount over time. The fair value movement in the period of GBP0.4 million was primarily driven by the unwind of the discount (H1 2020: GBP0.7 million).

Financial position

The Group's focus on using its balance sheet to grow was key in the first half of the year as investments grew from GBP23.3 million to GBP34.9 million. Cash has reduced as a result of this from GBP21.9 million to GBP10.1 million and we have drawn GBP5.0 million of the Revolving Credit Facility (RCF).

The Group received proceeds of GBP5.0 million from the sale of battery storage projects and some of the other smaller holdings in the Group. This has been used alongside the RCF funds and operating cash flows to fund a number of activities. These include c.GBP11.0 million investment into battery storage development projects, commitments to new funds launched by the Group, the investment in SEC plc following winning the mandate in 2020 and an investment in a new sustainable infrastructure asset to develop land banks to establish new biodiversity, Environment Bank Limited.

The remaining cash movement reflects the dividend paid in May 2021 of GBP1.9 million and the completion of the acquisition of Appian for GBP0.8 million.

Outlook

Since the period end the Group has increased its AUM in ESG attractive asset classes. In July GRID raised a further GBP100 million, the Gresham House Forest Growth & Sustainability Fund LP added a further GBP102 million, BSIF II LP, the Group's second sustainable infrastructure fund held a first close for GBP100 million and ReSI LP added a further GBP50 million of commitments. This increases pro forma AUM to GBP5.1 billion and post the acquisition of the Mobeus VCT business to GBP5.4 billion, setting the Group up well for the rest of 2021 to achieve it's 2021 priorities and continue to deliver shareholder value.

Kevin Acton

Chief Financial Officer

9 September 2021

UNAUDITED CONDENSED GROUP STATEMENT OF COMPREHENSIVE INCOME

 
                                                    Six months          Six months 
                                                         ended               ended         Year ended 
                                                                                          31 December 
                                                                                                 2020 
                                                  30 June 2021        30 June 2020 
                                                   (unaudited)         (unaudited)          (audited) 
 
                                          Notes        GBP'000             GBP'000            GBP'000 
 Income 
 Asset management income                                22,960              17,583             40,304 
 Dividend and interest income                              139                 200                554 
 Other operating income                                    389                  20              1,078 
 Performance fees                                        1,912                   -                  - 
                                                 -------------       -------------       ------------ 
 Total income                             5             25,400              17,803             41,936 
 Operating costs 
 Administrative overheads                             (23,323)            (17,339)           (42,052) 
                                                 -------------       -------------       ------------ 
 Net operating profit/(loss) 
  before exceptional items                               2,077                 464              (116) 
 Finance costs                                           (102)                 (5)               (25) 
 Exceptional items                        7              (102)             (1,170)            (1,775) 
 Net operating profit/(loss) 
  after exceptional items                                1,873               (711)            (1,916) 
 Gains and losses on investments 
 Share of associates' profits/(losses)                   2,700               (177)                158 
 Profit on disposal of associate                           413                   -                  - 
 Gains and losses on investments 
  held at fair value                                     1,520                (64)              4,599 
 Movement in fair value of contingent 
  consideration                                          (350)               (657)            (1,163) 
 Movement in value of deferred 
  receivable                                                 -                   -                224 
 Operating profit/(loss) before 
  taxation                                               6,156             (1,609)              1,902 
 Taxation                                                (908)               (623)            (1,084) 
                                                 -------------       -------------       ------------ 
 Operating profit/(loss) from 
  continuing operations                                  5,248             (2,232)                818 
 Loss from discontinued operations                         (5)                 (6)               (12) 
 Total comprehensive income                              5,243             (2,238)                806 
                                                 =============       =============       ============ 
 
 Attributable to: 
 Equity holders of the parent                            5,220             (2,237)                577 
 Non-controlling interest                                   23                 (1)                229 
                                                 -------------       -------------       ------------ 
                                                         5,243             (2,238)                806 
                                                 =============       =============       ============ 
 
 Basic profit/(loss) per ordinary 
  share (pence)                               8                16.2               (7.7)               1.9 
 Diluted profit/(loss) per ordinary 
  share (pence)                               8                15.3               (7.7)               1.8 
 Basic adjusted profit per ordinary 
  share (pence)                               8                17.8                15.1              34.5 
 Diluted adjusted profit per 
  ordinary share (pence)                      8                16.8                13.6              32.9 
 
 

UNAUDITED CONDENSED GROUP STATEMENTS OF CHANGES IN EQUITY

 
 
   Six months ended 30 June 2021 (unaudited) 
                                                                               Equity 
                                         Ordinary                        attributable          Non- 
                                            Share     Share   Retained      to equity   controlling     Total 
                                          Capital   premium   reserves   shareholders      interest    equity 
                                          GBP'000   GBP'000    GBP'000        GBP'000       GBP'000   GBP'000 
 Balance at 31 December 2020                8,023    80,042      8,402         96,467           811    97,278 
 Profit and total comprehensive 
  income for the period                         -         -      5,220          5,220            23     5,243 
 Contributions by and distributions 
  to owners 
 Share-based payments                           -         -        445            445             -       445 
 Issue of shares                              213       953          -          1,166             -     1,166 
 Dividends paid                                 -         -    (1,881)        (1,881)             -   (1,881) 
                                        ---------  --------  ---------  -------------  ------------  -------- 
 Total contributions by and 
  distributions to owners                     213       953    (1,436)          (270)             -     (270) 
                                        ---------  --------  ---------  -------------  ------------  -------- 
 Balance at 30 June 2021                    8,236    80,995     12,186        101,417           834   102,251 
                                        =========  ========  =========  =============  ============  ======== 
 
 
 
 
   Six months ended 30 June 2020 (unaudited) 
                                                                               Equity 
                                         Ordinary                        attributable          Non- 
                                            Share     Share   Retained      to equity   controlling     Total 
                                          Capital   premium   reserves   shareholders      interest    equity 
                                          GBP'000   GBP'000    GBP'000        GBP'000       GBP'000   GBP'000 
 Balance at 31 December 2019                6,956    69,242     14,039         90,237           582    90,819 
 Loss and total comprehensive 
  income for the period                         -         -    (2,237)        (2,237)           (1)   (2,238) 
 Contributions by and distributions 
  to owners 
 Share-based payments                           2        38    (1,715)        (1,715)             -   (1,715) 
 Issue of shares                              545    10,762          -         11,307             -    11,307 
 Dividends paid                                 -         -    (1,351)        (1,351)             -   (1,351) 
                                        ---------  --------  ---------  -------------  ------------  -------- 
 Total contributions by and 
  distributions to owners                     547    10,800    (3,106)          8,241             -     8,241 
                                        ---------  --------  ---------  -------------  ------------  -------- 
 Balance at 30 June 2020                    7,503    80,042      8,696         96,241           581    96,822 
                                        =========  ========  =========  =============  ============  ======== 
 
 
 
 
   Year ended 31 December 2020 (audited) 
                                                                               Equity 
                                         Ordinary                        attributable          Non- 
                                            Share     Share   Retained      to equity   controlling     Total 
                                          Capital   premium   reserves   shareholders      interest    equity 
                                          GBP'000   GBP'000    GBP'000        GBP'000       GBP'000   GBP'000 
 Balance at 31 December 2019                6,956    69,242     14,039         90,237           582    90,819 
 Profit and total comprehensive 
  income for the year                           -         -        577            577           229       806 
 Contributions by and distributions 
  to owners 
 Share-based payments                           2        38    (4,863)        (4,823)             -   (4,823) 
 Issue of shares                            1,065    10,762          -         11,827             -    11,827 
 Dividends paid                                 -         -    (1,351)        (1,351)             -   (1,351) 
                                        ---------  --------  ---------  -------------  ------------  -------- 
 Total contributions by and 
  distributions to owners                   1,067    10,800    (6,214)          5,653             -     5,653 
                                        ---------  --------  ---------  -------------  ------------  -------- 
 Balance at 31 December 
 2020                                       8,023    80,042      8,402         96,467           811    97,278 
                                        =========  ========  =========  =============  ============  ======== 
 
 

UNAUDITED CONDENSED GROUP STATEMENT OF FINANCIAL POSITION

 
                                                               30 June             30 June           31 December 
                                                                  2021                2020                  2020 
                                                 Notes     (unaudited)         (unaudited)             (audited) 
 Assets                                                        GBP'000             GBP'000               GBP'000 
 Non-current assets 
  Investments                                       10          13,443               9,872                 9,086 
  Tangible fixed assets                                          1,432                 743                 1,090 
  Investment in associates                                      11,012               9,009                 9,142 
  Intangible assets                                             63,133              63,779                59,970 
 Total non-current assets                                       89,020              83,403                79,288 
                                                        --------------       -------------  -------------------- 
 
 Current assets 
  Trade receivables                                             11,067               6,092                 3,184 
  Accrued income and prepaid expenses                           16,129               6,196                13,783 
  Other current assets                                           1,955               1,071                   551 
  Deferred tax                                                     895                 613                 1,051 
  Cash and cash equivalents                                     10,144              21,864                21,886 
 Non-current assets held for sale 
     Assets of a disposal group held 
      for sale                                                  15,689              35,407                 7,363 
                                                        --------------       -------------  -------------------- 
 Total current & non-current assets 
  held for sale                                                 55,879              71,243                47,818 
                                                        --------------       -------------  -------------------- 
 Total assets                                                  144,899             154,646               127,106 
                                                        --------------       -------------  -------------------- 
 
 Current liabilities 
  Trade and other payables                                      21,315              19,618                18,780 
 Liabilities of a disposal group 
  held for sale 
  Liabilities of a disposal group 
   held for sale                                                 6,403              31,255                 2,072 
                                                        --------------       -------------  -------------------- 
                                                                27,718              50,873                20,852 
                                                        --------------       -------------  -------------------- 
 Total assets less current liabilities                         117,181             103,773               106,254 
 Non-current liabilities 
     Deferred taxation                                           3,784               3,037                 3,227 
     Long-term borrowings                                        5,822                   -                     - 
     Other creditors                                             5,324               3,914                 5,749 
                                                        --------------       -------------  -------------------- 
                                                                14,930               6,951                 8,976 
                                                        --------------       -------------  -------------------- 
 Net assets                                                    102,251              96,822                97,278 
                                                        ==============       =============  ==================== 
 
 Capital and reserves 
 Ordinary share capital                             11           8,236               7,503                 8,023 
 Share premium                                                  80,995              80,042                80,042 
 Retained reserves                                              12,186               8,696                 8,402 
                                                        --------------       -------------  -------------------- 
 Equity attributable to equity shareholders                    101,417              96,241                96,467 
 Non-controlling interest                                          834                 581                   811 
                                                        --------------       -------------  -------------------- 
 Total equity                                                  102,251              96,822                97,278 
                                                        ==============       =============  ==================== 
 
 
 Basic net asset value per ordinary 
  share (pence)                                     12           307.8               320.7                 300.6 
                                                        ==============       =============  ==================== 
 Diluted net asset value per ordinary 
  share (pence)                                     12           291.7               288.9                 287.4 
                                                        ==============       =============  ==================== 
 
 

UNAUDITED CONDENSED GROUP STATEMENT OF CASH FLOWS

 
                                                     Six months          Six months 
                                                          ended               ended        Year ended 
                                                        30 June             30 June       31 December 
                                                           2021                2020              2020 
                                           Notes    (unaudited)         (unaudited)         (audited) 
                                                        GBP'000             GBP'000           GBP'000 
 Cash flow from operating activities 
 Net cash generated from operations         13          (6,097)               6,225            17,592 
 Corporation tax paid                                     (447)                (98)           (1,856) 
 Interest paid on loans                                    (51)                 (5)              (25) 
 Net cash flow from operating 
  activities                                            (6,595)               6,122            15,711 
                                                  =============       =============  ================ 
 
 Cash flow from investing activities 
 Acquisition of Appian Asset Management 
  Limited                                                 (841)                   -                 - 
 Acquisition of TradeRisks Limited                            -             (8,045)           (8,045) 
 Deferred consideration paid                              (794)                   -           (9,842) 
 Investment in associates                                  (15)                   -                 - 
 Dividends received from associates                         258                  82               186 
 Sale of associate                                          855                   -                 - 
 Purchase of investments                                (6,013)               (269)           (1,007) 
 Sale of investments                                      1,422                 187             3,032 
 Investment in DevCo projects                           (3,156)             (2,021)           (1,271) 
 DevCo loans repaid                                           -               1,096             1,096 
 Proceeds received on sale of 
  DevCo projects                                          2,281               2,334             4,581 
 Purchase of fixed assets                                  (87)               (103)             (152) 
 Purchase of intangible assets                            (371)               (286)             (584) 
                                                        (6,461)             (7,025)          (12,006) 
                                                  =============       =============  ================ 
 Cash flow from financing activities 
 New loans in period                                      5,000                   -                 - 
 Share issue proceeds                                         -               8,010             8,010 
 Share issue costs                                            -               (347)             (347) 
 Share warrants exercised                                     -                 182               182 
 Share-based payments settled                           (1,529)             (2,860)           (7,125) 
 Dividends paid                                         (1,881)             (1,351)           (1,351) 
 Capital element of lease payments                        (276)               (299)             (620) 
                                                  -------------       -------------  ---------------- 
                                                          1,314               3,335           (1,251) 
                                                  =============       =============  ================ 
 
 (Decrease)/increase in cash and 
  cash equivalents                                     (11,742)               2,432             2,454 
 
 Cash and cash equivalents at 
  start of period                                        21,886              19,432            19,432 
 
 Cash and cash equivalents at 
  end of period                                          10,144              21,864            21,886 
                                                  =============       =============  ================ 
 

NOTES TO THE ACCOUNTS

1 REPORTING ENTITY

Gresham House plc (the Company) is a public limited company limited by shares incorporated in the United Kingdom under the Companies Act and registered in England. The unaudited condensed group interim financial statements of the Company as at and for the six months ended 30 June 2021 comprise the Company and its subsidiary undertakings (together referred to as the Group). All intra-group transactions, balances, income and expenses are eliminated on consolidation.

2 STATEMENT OF COMPLIANCE AND BASIS OF PREPARATION

The financial information presented in these interim results has been prepared in accordance with international accounting standards in conformity with the requirements of the Companies Act 2006. The principal accounting policies adopted in the preparation of the financial information in these interim results are primarily unchanged from those used in the Company's financial statements for the year ended 31 December 2020 and are consistent with those that the Company expects to apply in its financial statements for the year ended 31 December 2021.

The financial information for the year ended 31 December 2020 presented in this Interim Report does not constitute the Company's statutory accounts for that period but has been derived from them. The Report and Accounts for the year ended 31 December 2020 were audited and have been filed with the Registrar of Companies. The Independent Auditor's Report on the Report and Accounts for the year ended 31 December 2020 was unqualified and did not draw attention to any matters by way of emphasis and did not contain statements under s498(2) or (3) of the Companies Act 2006. The financial information for the periods ended 30 June 2020 and 30 June 2021 are unaudited and have not been reviewed by the Company's auditors.

3 ESTIMATES AND MANAGEMENT JUDGEMENTS

The preparation of the unaudited condensed group interim financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates.

In preparing these unaudited condensed group interim financial statements, the significant judgements made by management in applying the Group's accounting policies and the key sources of estimation were the same as those that applied to the group financial statements as at and for the year ended 31 December 2020.

4 FINANCIAL RISK MANAGEMENT

The Group's financial risk management objectives and policy are consistent with those disclosed in the group financial statements as at and for the year ended 31 December 2020.

5 INCOME

 
                                Six months   Six months 
                                     ended        ended     Year ended 
                                   30 June      30 June    31 December 
                                      2021         2020           2020 
                                   GBP'000      GBP'000        GBP'000 
 Asset management income 
 Asset management income            22,960       17,583         40,304 
                                    22,960       17,583         40,304 
                               -----------  -----------  ------------- 
 Income from investments 
 Dividend income - Listed UK           106          138            316 
 LP Distributions                        4            -              - 
 Interest receivable - Banks             2           51             69 
                     - Other            27           11            169 
                               -----------  -----------  ------------- 
                                       139          200            554 
                               -----------  -----------  ------------- 
 Other operating income 
 Other income                            1           20             51 
 DevCo income *                        388            -          1,027 
                               -----------  -----------  ------------- 
                                       389           20          1,078 
                               -----------  -----------  ------------- 
 Performance fees 
 Performance fees                    1,912            -              - 
                               -----------  -----------  ------------- 
                                     1,912            -              - 
                               -----------  -----------  ------------- 
 
 Total income                       25,400       17,803         41,936 
                               ===========  ===========  ============= 
 

* DevCo income represents the net operating income in the period from battery storage projects prior to the projects being sold to Gresham House Energy Storage Fund plc (GRID)

NOTES TO THE ACCOUNTS

6 BUSINESS COMBINATIONS

On 29 June 2021 the Group acquired 100% of the issued share capital of Appian Asset Management Limited (Appian), a company registered in Ireland. Appian is an active asset manager with around EUR350 million in Assets Under Management (AUM) as at 31 December 2020. The Acquisition enhances the Group's capabilities to develop existing strategies in Ireland and Europe, particularly those with a sustainability focus including Forestry, Sustainable Infrastructure, and Housing.

The provisional fair value of the identifiable net assets acquired, and the consideration paid under IFRS 3 are as follows:

 
                                                 Net book 
                                                    value   Adjustments   Fair value 
                                                  GBP'000       GBP'000      GBP'000 
 Tangible fixed assets                                 54           616          670 
 Cash                                               2,305             -        2,305 
 Trade and other receivables                          604             -          604 
 Trade and other payables                         (1,464)         (825)      (2,289) 
 Intangible fixed assets (including goodwill)           -         6,568        6,568 
 Deferred tax liability                                 -         (962)        (962) 
 Total identifiable net assets                      1,499         5,397        6,896 
                                                =========  ============  =========== 
 

Under the terms of the acquisition agreement, the fair value of the consideration paid to the vendors of Appian was:

 
                                                                   GBP'000 
 Cash                                                                3,146 
 Shares - 104,168 shares in Gresham House plc valued at 940.0p 
  per share on 29 June 2021                                            979 
                                                                  -------- 
 Total initial consideration                                         4,125 
 Contingent consideration                                            2,771 
 Total consideration                                                 6,896 
                                                                  ======== 
 

The consideration shares were admitted to trading on AIM on 5 July 2021.

Contingent consideration

Contingent consideration with an expected fair value of EUR4.5 million will be payable in cash to the sellers based on the following:

-- 1.4 times year 2 earnings, payable in 2 years. The expected fair value at acquisition is GBP1.0 million;

-- 1.4 times year 3 earnings, payable in 3 years. The expected fair value at acquisition is GBP1.4 million; and

-- Up to EUR0.75 million payable in 3 years based on certain AUM and earnings targets. The expected fair value at acquisition is GBP0.3 million

The fair value of the contingent consideration has been estimated at the date of acquisition using estimated outcomes, the probability of those outcomes and discounting this at 13.0%. Up to 50% of the contingent consideration may be settled in Gresham House plc shares at the Company's discretion. As such this will be recognised as a liability on the balance sheet and the fair value assessed each reporting period. The fair value at the time of acquisition was calculated as GBP2.8 million.

Revenue and profits of Appian

Appian was acquired on 29 June 2021. The Group has therefore not recognised any revenues or costs in respect of Appian for the period ended 30 June 2021.

Prior to acquisition by the Group, Appian had a 31 December year end. The results for the most recent audited reporting period prior to acquisition were to 31 December 2020. Had Appian been part of the Group for the entire reporting period the following sums would have been consolidated:

 
                      EUR'000 
 Revenue                3,403 
 Profit before tax        284 
 

Goodwill

Goodwill arises due to the excess of the fair value of the consideration payable over the fair value of the net assets acquired. It is mainly attributable to the skills of the team acquired, the synergies expected to be achieved from the acquisition and the business development potential. Goodwill arising on the Appian acquisition is not deductible for tax purposes.

Fair value

The fair value of the management contracts and customer relationships have been estimated using a discounted cash flow model. The estimated cash flows have been valued at a discount of 13.0%.

NOTES TO THE ACCOUNTS

7 EXCEPTIONAL ITEMS

 
                                                 Six months 
                                    Six months        ended     Year ended 
                                      ended 30      30 June    31 December 
                                     June 2021         2020           2020 
                                       GBP'000      GBP'000        GBP'000 
 Acquisition costs 
 TradeRisks Limited                          -          847            868 
 Appian Asset Management Limited             8            -            328 
 Joint Venture establishment                 -          210            219 
 Other                                      54           30             30 
                                   -----------  -----------  ------------- 
                                            62        1,087          1,445 
 Restructuring costs                        40           83            330 
                                           102        1,170          1,775 
                                   ===========  ===========  ============= 
 

Acquisition and associated restructuring costs are considered exceptional and not part of the normal course of asset management activity.

8 EARNINGS PER SHARE

Basic and diluted profit/(loss) per share

 
                                                    Six months   Six months 
                                                         ended        ended     Year ended 
                                                       30 June      30 June    31 December 
                                                          2021         2020           2020 
 
 Total net profit/(loss) attributable to equity 
  holders of the parent (GBP'000)                        5,220      (2,237)            577 
 
 Weighted average number of ordinary shares 
  in issue during the period                        32,291,046   29,099,750     30,479,015 
 
 Basic profit/(loss) per share to equity holders 
  of the parent (pence)                                   16.2        (7.7)            1.9 
                                                   ===========  ===========  ============= 
 
 Diluted profit/(loss) per share to equity 
  holders of the parent (pence)                           15.3        (7.7)            1.8 
                                                   ===========  ===========  ============= 
 

1,818,884 (30 June 2020: 3,301,297; 31 December 2020: 1,475,509) shares were deemed to have been issued at nil consideration as a result of the shareholder and supporter warrants granted (in prior periods) and shares which could be issued under the bonus share matching plan and long-term incentive plans which, as required under IAS 33, Earnings per Share, were not recognised for the six months ended 30 June 2020 as they would reduce the loss per share.

Adjusted earnings per share

Adjusted earnings per share is based on adjusted operating profit after tax, which is stated after charging interest but before depreciation, amortisation, share-based payments relating to acquisitions, profits and losses on disposal of tangible fixed assets, net performance fees, net development gains and exceptional items, to provide the non-GAAP measure of the performance as an asset manager. This includes dividend and interest income received from investment in associates.

Adjusted profit for calculating adjusted earnings per share:

 
                                                                Six months 
                                                   Six months        ended     Year ended 
                                                     ended 30      30 June    31 December 
                                                    June 2021         2020           2020 
                                                      GBP'000      GBP'000        GBP'000 
 
 Net operating profit/(loss) after exceptional 
  items                                                 1,873        (711)        (1,916) 
 Add back: 
 Exceptional operating expenses                           102        1,170          1,775 
 Depreciation and amortisation                          4,188        4,482          8,904 
 Loss on disposal of tangible fixed assets                  3            -             27 
 Dividend income received from associates                 160            -            202 
 Net performance fees                                   (415)            -              - 
 Variable compensation attributable to realised 
  gains on development projects                           511            -          2,474 
 Development project costs                                219            -              - 
 Share-based payments relating to acquisitions            253          296            593 
                                                  -----------  -----------  ------------- 
 Adjusted operating profit attributable to 
  equity holders of the parent before tax               6,894        5,237         12,059 
 Corporation tax attributable to adjusted 
  operating profit                                    (1,157)        (832)        (1,541) 
 Adjusted operating profit attributable to 
  equity holders of the parent after tax                5,737        4,405         10,518 
 
 Adjusted profit per share (pence) - basic               17.8         15.1           34.5 
                                                  ===========  ===========  ============= 
 Adjusted profit per share (pence) - diluted             16.8         13.6           32.9 
                                                  ===========  ===========  ============= 
 

NOTES TO THE ACCOUNTS

9 DIVIDENDS

The Company paid GBP1,881,000 during the period which represents a final dividend for the year ended 31 December 2020 of 6.0 pence per share. A final dividend for the year ended 31 December 2019 of 4.5 pence per share totalling GBP1,351,000 was paid in May 2020.

10 INVESTMENTS - SECURITIES

Investments have been classified as follows:

 
                                                   30 June   30 June   31 December 
                                                      2021      2020          2020 
                                                   GBP'000   GBP'000       GBP'000 
 
 Non-current assets                                 13,443     9,872         9,086 
 Other debtors due within one year - Investment 
  in development projects                            1,955       752           551 
                                                    15,398    10,624         9,637 
                                                  ========  ========  ============ 
 

A further analysis of total investments is as follows:

 
                                                     30 June   30 June   31 December 
                                                        2021      2020          2020 
                                                     GBP'000   GBP'000       GBP'000 
 
 Listed securities - on the London Stock Exchange      6,521     6,318         3,991 
 Securities dealt in under AIM                         1,222       395           950 
 Securities dealt in under Aquis Stock Exchange            6        13             7 
 Unlisted securities                                   7,649     3,898         4,689 
 Closing value                                        15,398    10,624         9,637 
                                                    ========  ========  ============ 
 
 Investments valued at fair value through profit 
  or loss                                             13,443     9,605         8,874 
 Loans and receivables carried at amortised cost       1,955     1,019           763 
                                                      15,398    10,624         9,637 
                                                    ========  ========  ============ 
 

Unlisted securities primarily include the Group's investment in the Gresham House Forestry Fund LP (GBP3.0 million, including non-controlling interests), investment in battery storage projects (GBP2.0 million) included within other debtors due within one year, an investment in Environment Bank Limited (GBP1.2 million), co-investments into funds managed by the Group (GBP0.6 million) and an investment of GBP0.7 million in LF GH Equity Funds.

11 SHARE CAPITAL

 
                                                     30 June   30 June   31 December 
                                                        2021      2020          2020 
                                                     GBP'000   GBP'000       GBP'000 
 Allotted: Ordinary - 32,945,875 (30 June 2020: 
  30,012,401; 31 December 2020: 32,091,707) fully 
  paid shares of 25p each                              8,236     7,503         8,023 
                                                    ========  ========  ============ 
 

During the six months to 30 June 2021 the Company issued the following new ordinary shares:

   --      750,000 shares on 26 March 2021 at par into the Gresham House Employee Benefit Trust; and 

-- 104,168 shares on 29 June 2021 at a price of 940.0p per share to the vendors of Appian Asset Management Limited.

NOTES TO THE ACCOUNTS

12 NET ASSET VALUE PER SHARE

Basic

 
                                                     30 June      30 June   31 December 
                                                        2021         2020          2020 
 
 Equity attributable to holders of the parent 
  (GBP'000)                                          101,417       96,241        96,467 
 
 Number of ordinary shares in issue at the end 
  of the period                                   32,945,875   30,012,401    32,091,707 
 
 Basic net asset value (pence)                         307.8        320.7         300.6 
                                                 ===========  ===========  ============ 
 

Diluted

 
                                                     30 June      30 June   31 December 
                                                        2021         2020          2020 
 
 Equity attributable to holders of the parent 
  (GBP'000)                                          101,417       96,241        96,467 
 
 Number of ordinary shares in issue at the end 
  of the period                                   34,764,759   33,313,698    33,567,216 
 
 Diluted net asset value (pence)                       291.7        288.1         287.4 
                                                 ===========  ===========  ============ 
 

Diluted net asset value per share is based on the number of shares in issue at the period end together with 1,818,884 (30 June 2020: 3,301,297; 31 December 2020: 1,475,509) shares deemed to have been issued at nil consideration as a result of the shareholder and supporter warrants (in prior periods) and shares which could be issued under the bonus share matching plan and long-term incentive plans.

13 RECONCILIATION OF NET OPERATING LOSS TO OPERATING CASH FLOWS

 
                                                   30 June      30 June   31 December 
                                                      2021         2020          2020 
                                                   GBP'000      GBP'000       GBP'000 
 Net operating profit/(loss) after exceptional 
  items                                              1,873        (711)       (1,916) 
 Loss from discontinued operations                     (5)          (6)          (12) 
 Interest payable                                       54            5            25 
 Depreciation                                          413          529           871 
 Loss on disposal of tangible fixed assets               3            -            27 
 Amortisation                                        3,776        3,953         8,033 
 Share-based payments                                1,972        1,105         2,262 
                                                     8,086        4,875         9,290 
 (Increase)/decrease in current assets            (11,284)        3,851         1,777 
 (Decrease)/increase in current liabilities        (2,899)      (2,501)         6,525 
                                                   (6,097)        6,225        17,592 
                                                 =========  ===========  ============ 
 

14 POST BALANCE SHEET EVENTS

On 29 June 2021 the proposed cancellation of part of the share premium account of the Company totalling GBP60.0 million was approved by the High Court of Justice in England and Wales. The capital reduction became effective on 23 July 2021 following the registration of the order of the Court by the Registrar of Companies.

On 10 September 2021 the Company announced the acquisition of the Venture Capital Trust (VCT) business of Mobeus Equity Partners LLP, through the acquisition of the management contracts of the VCTs and the hiring of the team. The Company will pay initial consideration on completion of GBP20.0 million cash and GBP4.0 million in ordinary shares of the Company, with a further GBP12.1 million in deferred consideration which is subject to conditions and performance.

[1] https://www.bloomberg.com/professional/blog/esg-assets-may-hit-53-trillion-by-2025-a-third-of-global-aum/

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IR DKKBQPBKKCCD

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September 10, 2021 02:00 ET (06:00 GMT)

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