TIDMGLAN
RNS Number : 2233O
Glantus Holdings PLC
29 September 2023
29 September 2023
Glantus Holdings plc
("Glantus" or the "Company" or the "Group")
Interim Results
Glantus (AIM: GLAN), a leading provider of software as a service
("SaaS") solutions delivering automation and analytics to the
Accounts Payable ("AP") function is pleased to announce its interim
results for the six months to 30 June 2023 ("H1 2023").
Acquisition of Glantus by Basware Oy
On 14 August 2023, Genesis Bidco Limited ("Bidco") and the board
of directors of Glantus Holdings plc ("Glantus" or the "Company")
announced that they had reached agreement on the terms of a
recommended all cash offer by Bidco, which has been unanimously
recommended by the Glantus Board and pursuant to which Bidco, a
newly incorporated private limited company wholly-owned by Basware
Oy ("Basware"), will acquire the entire issued and to be issued
share capital of Glantus (the "Acquisition"). It is intended that
the Acquisition will be implemented by means of a High Court
sanctioned scheme of arrangement under Chapter 1 of Part 9 of the
Act (the "Scheme").
The full timetable of principal events for the Acquisition is
currently as set out as per the Company's Notice of Court Hearing
RNS announced 19 September 2023.
If any of the expected times and/or dates change further, the
revised times and/or dates will be notified by Glantus through a
Regulatory Information Service.
Maurice Healy
Chief Executive Officer
29 September 2023
Enquiries
Glantus Holdings Plc +353 86 267 7800
Maurice Healy, Chief Executive Officer ir@glantus.com
Susan O'Connor, Chief Financial Officer
Shore Capital (Financial Adviser, Nominated Adviser and Broker) +44 207 408 4090
Patrick Castle / Tom Knibbs / Lucy Bowden (Corporate
Advisory)
Yellow Jersey (Public Relations Adviser) +44 7747 788 221
Charles Goodwin
Annabelle Wills
Glantus Holdings Plc - interim report and accounts for the six
months ended 30 June 2023
Financial Report
CONSOLIDATED STATEMENT OF COMPREHENSIVE
INCOME
Six months Six months Year ended
to 30 June to 30 June 31 December
2023 2022 2022
Unaudited Unaudited Audited
Note EUR EUR EUR
Revenue 3 6,479,620 6,556,618 9,798,212
Cost of sales (1,642,911) (1,783,817) (3,289,804)
------------------------------------ ----- ------------ ------------ -------------
Gross profit 4,836,709 4,772,801 6,508,408
Income from legacy software
and contracts - - 600,000
Administrative expenses (2,690,150) (4,051,444) (8,985,378)
Exceptional Items 5 (1,140,183) (448,933) (1,339,224)
Share Based Payments (32,606) (32,606) (56,661)
Amortisation (1,168,341) (1,098,559) (2,211,004)
Depreciation (64,900) (63,117) (144,189)
Other income 10,572 2,846 94,625
------------------------------------ ----- ------------ ------------ -------------
Operating loss (248,899) (919,012) (5,533,423)
Finance costs (700,279) (631,177) (1,444,983)
------------------------------------ ----- ------------ ------------ -------------
Loss on ordinary activities
before taxation (949,178) (1,550,189) (6,978,406)
Income tax (50,883) 1,178 258,482
------------------------------------ ----- ------------ ------------ -------------
Loss for the financial period (1,000,061) (1,549,011) (6,719,924)
Other comprehensive (loss)/
income for the period (103,051) 46,641 8,890
------------------------------------ ----- ------------ ------------ -------------
Total comprehensive loss for
the period
attributable to the owners
of the group (1,103,112) (1,502,370) (6,711,034)
------------------------------------ ----- ------------ ------------ -------------
Loss per share - basic and
diluted (cent) 6 (2.40) (4.09) (17.76)
------------------------------------ ----- ------------ ------------ -------------
CONSOLIDATED STATEMENT OF FINANCIAL
POSITION
30 June 30 June 31 December
2023 2022 2022
Unaudited Unaudited Audited
Note EUR EUR EUR
ASSETS
NON-CURRENT ASSETS
Intangible assets 16,353,093 17,181,165 16,767,710
Property, plant and equipment 273,786 220,518 335,708
------------------------------------- ----- -------------
16,626,879 17,401,683 17,103,418
------------------------------------- ----- ------------- ------------ ------------
CURRENT ASSETS
Trade and other receivables 4,604,258 7,863,749 4,760,993
Cash and cash equivalents 771,534 391,036 341,590
------------------------------------- ----- -------------
5,375,792 8,254,785 5,102,583
------------ ------------
TOTAL ASSETS 22,002,671 25,656,468 22,206,001
------------------------------------- ----- ------------- ------------ ------------
EQUITY AND LIABILITIES
EQUITY
Called up share capital presented
as equity 7 51,132 37,833 37,833
Share premium 13,348,860 12,082,742 12,082,742
Reorganisation reserve 656,060 656,060 656,060
Foreign exchange reserve (137,972) 2,830 (34,921)
Share option reserve 203,779 147,118 171,173
Retained earnings (10,510,860) (4,339,886) (9,510,799)
TOTAL EQUITY 3,610,999 8,586,697 3,402,088
------------------------------------- ----- ------------- ------------ ------------
CURRENT LIABILITIES
Trade and other payables 10,668,091 9,138,443 11,072,652
NON-CURRENT LIABILITIES
Long term liabilities 7,723,581 7,931,328 7,731,261
TOTAL LIABILITIES 18,391,672 17,069,771 18,803,913
------------------------------------- ----- ------------- ------------ ------------
TOTAL LIABILITIES AND EQUITY 22,002,671 25,656,468 22,206,001
------------------------------------- ----- ------------- ------------ ------------
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Called Foreign
up share exchange
capital Share reserves Share
presented premium Reorganisation arising on option Retained
Note as equity account reserve translation reserve earnings Total
At 1 January
2022 37,833 12,082,742 656,060 (43,811) 114,512 (2,790,875) 10,056,461
----------------- ----- ---------- ------------- --------------- ------------ ---------- -------------- --------------
Share based
payment
charge - - - - 32,606 - 32,606
Total
comprehensive
loss
for the year - - - 46,641 - (1,549,011) (1,502,370)
----------------- ----- ---------- ------------- --------------- ------------ ---------- -------------- --------------
At 30 June
2022 37,833 12,082,742 656,060 2,830 147,118 (4,339,886) 8,586,697
----------------- ----- ---------- ------------- --------------- ------------ ---------- -------------- --------------
At 1 July 2022 37,833 12,082,742 656,060 2,830 147,118 (4,339,886) 8,586,697
----------------- ----- ---------- ------------- --------------- ------------ ---------- -------------- --------------
Share based
payment
charge - - - - 24,055 - 24,055
Total
comprehensive
loss
for the year - - - (37,751) - (5,170,913) (5,208,664)
----------------- ----- ---------- ------------- --------------- ------------ ---------- -------------- --------------
At 31 December
2022 37,833 12,082,742 656,060 (34,921) 171,173 (9,510,799) 3,402,088
----------------- ----- ---------- ------------- --------------- ------------ ---------- -------------- --------------
At 1 January
2023 37,833 12,082,742 656,060 (34,921) 171,173 (9,510,799) 3,402,088
----------------- ----- ---------- ------------- --------------- ------------ ---------- -------------- --------------
Share based
payment
charge - - - - 32,606 - 32,606
Share
subscription
offer 7 13,299 1,266,118 - - - - 1,279,417
Total
comprehensive
loss
for the year - - - (103,051) - (1,000,061) (1,103,112)
----------------- ----- ---------- ------------- --------------- ------------ ---------- -------------- --------------
At 30 June
2023 51,132 13,348,860 656,060 (137,972) 203,779 (10,510,860) 3,610,999
----------------- ----- ---------- ------------- --------------- ------------ ---------- -------------- --------------
CONSOLIDATED STATEMENT OF CASHFLOWS
Six months Six months Year ended
to 30 June to 30 June 31 December
2023 2022 2022
Unaudited Unaudited Audited
EUR EUR EUR
Cash flows from operating activities
Group loss after tax (1,000,061) (1,549,010) (6,719,924)
Adjusted for:
Interest payable 700,279 631,177 1,444,983
R&D tax credit income - - (83,626)
Income tax expense 50,883 (1,178) (258,482)
Depreciation 64,900 63,117 144,189
Amortisation 1,168,341 1,098,559 2,211,004
Movement in trade and other receivables 168,610 (1,179,726) 1,537,323
Movement in trade and other payables 907,809 274,460 3,111,289
Loss on disposal of tangible assets 1,551 4,838 17,855
Share-based payment expense 32,606 32,606 56,661
Effects of movement in exchange rates 185,665 46,641 8,881
Net cash flows generated from/(used
in) operating activities 2,280,583 (578,516) 1,470,153
----------------------------------------------- ------------ ------------ -------------
Cash flows from investing activities
Purchase of property, plant and equipment (4,528) (48,202) (257,460)
Payment of deferred consideration (464,674) - (836,833)
Payment for software development asset (753,725) (770,866) (1,469,859)
Net cash (used in) investing activities (1,222,927) (819,068) (2,564,152)
----------------------------------------------- ------------ ------------ -------------
Cash flow from financing activities
Loans received (66,667) 66,667 1,866,666
Interest payable (700,279) (631,177) (1,444,983)
Exceptional costs (1,140,183) - (1,339,224)
Equity (Proceeds from issue of shares) 1,279,417 - -
Net cash (used in) financing activities (627,712) (564,510) (917,541)
----------------------------------------------- ------------ ------------ -------------
Net increase/(decrease) in cash and
cash equivalents 429,944 (1,962,094) (2,011,540)
Cash and cash equivalents at the beginning
of the period 341,590 2,353,130 2,353,130
Cash and cash equivalents at the end
of the period 771,534 391,036 341,590
----------------------------------------------- ------------ ------------ -------------
Notes to the unaudited interim statements
1. General Information
Glantus Holdings Plc ("the Company") is a public limited company
incorporated in the Republic of Ireland. The registered office is
Marina House, Eastpoint Business Park, Dublin 3.
The principal activity of the Group is the specialist provision
of next generation and world class software platforms focused on
manufacturing, distribution and related industries.
2. Accounting policies
Basis of preparation
These interim financial statements are non-statutory
general-purpose financial statements for the six-month period ended
30 June 2023. These financial statements have been prepared in
accordance with IAS 34 Interim Financial Reporting, as adopted by
the European Union, and the Companies Act 2014. They do not include
all of the information required in annual financial statements in
accordance with IFRS as adopted by the European Union. However,
selected explanatory notes are included to explain events and
transactions that are significant to an understanding of the
changes in the Group's financial position and performance since the
last annual consolidated financial information for the year ended
31 December 2022 included in the Annual Report.
The interim financial statements for the six-month period ended
30 June 2023 should be read in conjunction with the consolidated
results for the year ended 31 December 2022 included in the Annual
Report, and any public announcements made by the company during the
interim reporting period.
The interim financial statements have been prepared on the
historical cost basis. The interim financial statements of the
Group are presented in Euro ("EUR") which is also the functional
currency of the Company.
The Group's accounting policies are set out in the Company's
Annual Report.
The preparation of the interim financial statements requires
management to make judgements, estimates and assumptions that
affect the application of accounting policies and the reported
amounts of assets, liabilities, income and expense. Actual results
may subsequently differ from those estimates. In preparing the
interim financial statements, the significant judgements made by
management in applying the Group's accounting policies and key
sources of estimation uncertainty were the same, in all material
respects, as those applied to the consolidated results for the year
ended 31 December 2022 included in the Annual Report.
Going concern
At the time of approving these interim accounts, the directors
have a reasonable expectation that the Group has adequate resources
to continue in operational existence for the foreseeable future.
Accordingly, the directors continue to adopt the going concern
basis of accounting in preparing the interim financial
statements.
The interim financial statements are unaudited and were approved
by the Board of Directors on 29 September 2023.
3. Segmental Reporting
Segmental information is presented in respect of the group's
geographical regions and operating segments in accordance with IFRS
8 'Operating Segments'. The Board considers that there is one
identifiable business segment being the provision of enterprise
software solutions.
Recurring revenue is the revenue that annually repeats either
under contractual subscription or predicable transactional
billing.
Six months Six months Year ended
to 30 June to 30 31 December
June
2023 2022 2022
EUR EUR EUR
Amount of revenue by class of
activity:
Recurring annual subscriptions 2,481,913 2,472,415 5,070,508
Recurring recovery services 3,947,802 3,894,338 2,881,153
Professional services & licences 49,905 189,865 1,846,551
Reported revenue 6,479,620 6,556,618 9,798,212
----------------------------------- ------------ ----------- -------------
The group operates in three principal geographical regions being
Republic of Ireland, the United Kingdom and the United States of
America. The group also has customers in other countries such as
Singapore, Australia, Spain, Switzerland, Canada, Mexico and the
Netherlands, which are not material for separate
identification.
Six months
Six months to 30 Year ended
to 30 June June 31 December
2023 2022 2022
EUR EUR EUR
Amount of revenue by region:
Republic of Ireland 553,613 721,645 1,248,922
United Kingdom 1,955,490 2,334,914 4,187,760
United States of America 3,580,387 2,997,580 3,879,503
Others 390,130 502,479 482,027
Reported Revenue 6,479,620 6,556,618 9,798,212
------------------------------- ------------ ----------- -------------
4. Adjusted EBITDA
Management has presented adjusted EBITDA as it monitors this
performance measure at a consolidated level, and the Board
considers that this metric provides the best measure of assessing
underlying trading performance.
Adjusted EBITDA is calculated by adjusting profit or loss before
taxation to exclude the impact of net finance costs, depreciation,
amortisation, share based payment charges and exceptional
items.
The exceptional items include termination costs as part of
restructuring and salaries that relate to product developments.
Six months Six months Year ended
to 30 June to 30 31 December
June
2023 2022 2022
EUR EUR EUR
---------------------- ------------ ----------- -------------
Operating loss (248,899) (919,012) (5,533,423)
Amortisation 1,168,341 1,098,559 2,211,004
Depreciation 64,900 63,117 144,189
Exceptional items 1,140,183 448,933 1,339,224
Share based payments 32,606 32,606 56,661
Adjusted EBITDA 2,157,131 724,203 (1,782,345)
----------------------- ------------ ----------- -------------
5. Exceptional Items
Merger and Acquisition professional fees relate primarily to
transaction costs associated with the Acquisition and restructuring
costs include termination costs incurred as part of the Group's
restructuring.
Six months Six months Year ended
to 30 June to 30 31 December
June
2023 2022 2022
EUR EUR EUR
------------------------------------- ------------ ----------- -------------
Merger and Acquisition professional -
fees 412,056 -
Restructuring costs 636,315 448,933 1,317,706
Other exceptional costs 91,812 - 21,518
Total exceptional items
-------------------------------------- ------------ ----------- -------------
6. Earnings per share
Basic earnings per share is calculated by dividing the net loss
for the period attributable to ordinary shareholders by the
weighted average number of ordinary shares outstanding during the
period.
The basic earnings per share calculation is the same as for the
fully diluted earnings per share position.
Six months Six months Year ended
to 30 June to 30 June 31 December
2023 2022 2022
Earnings EUR EUR EUR
------------------------------------- ------------ ------------ -------------
Loss for the period (1,000,061) (1,549,011) (6,719,924)
Taxation 50,883 (1,178) (258,482)
Amortisation 1,168,341 1,098,559 2,211,004
Depreciation 64,900 63,117 144,189
Exceptional items 1,140,183 448,933 1,339,224
Share based payments 32,606 32,606 56,661
Finance costs 700,279 631,177 1,444,983
Adjusted earnings/(loss) 2,157,131 724,203 (1,782,345)
-------------------------------------- ------------ ------------ -------------
Weighted average number of ordinary
shares Number Number Number
------------------------------------- ------------ ------------ -------------
Total shares in issue (weighted) 41,695,491 37,833,316 37,833,316
Total diluted shares (weighted) 43,764,254 40,046,286 40,026,532
EPS Cent Cent Cent
------------------------------------- ------------ ------------ -------------
Basic and diluted EPS (2.40) (4.09) (17.76)
Adjusted basic EPS 4.38 1.91 (4.71)
Adjusted EPS is not a defined performance measure in IFRS. The
Group's definition of adjusted EPS may not be comparable with
similarly titled performance measures disclosures by other
entities.
7. Share Capital
Ordinary Share
Shares Capital Share Premium
------------ --------- --------------
Number EUR EUR
@ EUR0.001
each
----------------------------- ------------ --------- --------------
At 1 January 2023 37,833,316 37,833 12,082,742
Share subscription offer on
16 March 2023 13,299,238 13,299 1,266,118
------------------------------ ------------ --------- --------------
At 30 June 2023 51,132,554 51,132 13,330,460
------------------------------ ------------ --------- --------------
On the 16(th) of March 2023, Glantus Holdings PLC held a share
subscription offer whereby 13,299,238 shares were purchased for
EUR0.001 each. The total consideration paid for these shares less
direct costs incurred amounted to EUR1,261,017 and as such
EUR13,299 was recognised as share capital and EUR1,266,118 was
recognised as share premium.
8. Events after the reporting period
On 14 August 2023, the Company announced that it had reached
agreement on the terms of its acquisition by Basware Oy
("Basware"). On 13 September 2023, the Company convened a Scheme
Meeting to approve the Scheme and EGM to approve the resolutions
for the purpose of giving effect to the Scheme and associated
amendments to the articles of association of the Company. The
Scheme Meeting Resolutions and EGM Resolutions were duly passed. On
19 September 2023, it was announced that the Irish High Court set
the Court Hearing to sanction of the Scheme, scheduled for 10
October 2023. The full timetable of principal events for the
Acquisition is currently as set out as per the Company's Notice of
Court Hearing RNS announced 19 September 2023.
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