TIDMWHI
RNS Number : 8494X
W.H. Ireland Group PLC
27 February 2017
Dissemination of a Regulatory Announcement that contains inside
information according to REGULATION (EU) No 596/2014 (MAR).
WH Ireland Group Plc
("WH Ireland" or the "Company")
Final Results
for the 12 months ended 30 November 2016
WH Ireland, the financial services group that provides private
wealth management and corporate broking services, today announces
its final results for its financial year ended 30 November
2016.
Financial Overview
-- Group turnover of GBP25.4m (2015: GBP30.9m)
-- Operating loss of GBP1.3m before exceptional items (2015: profit of GBP1.1m)
-- Exceptional items of GBP1.8m (2015: GBP1.2m)
-- Recurring revenue increased to GBP12.0m (2015: GBP11.4m)
-- Cash reserves of GBP6.7m (Including post year end proceeds of
property sale, cash reserves approximately GBP11m )
-- CET1 capital ratio of 12.14%
Private Wealth Management
-- Assets under management increased by 14% to GBP2,872m (2015: GBP2,520m)
-- Discretionary assets under management increased by 32% to GBP1,016m (2015: GBP767m)
-- Management fee income increased by 17% to GBP7.6m (2015: GBP6.5m)
-- Commission income GBP8.7m (2015: GBP11.0m)
Corporate Broking
-- Retainer fee income of GBP3.2m
-- AIM NOMAD ranking (based on number of clients) 3(rd)
-- Corporate clients 85 (2015: 98 clients)
Commenting on the results, Richard Killingbeck, said, "The past
year has witnessed considerable progress in the repositioning of WH
Ireland as an ambitious, focused and modern financial services
company. The Company is in a strong position to focus upon growing
both divisions in the year ahead. Our recurring revenue has risen
to GBP12m, or 47% of total revenue, and I and the Board are
optimistic for the year ahead."
For further information please contact:
WH Ireland Group plc www.whirelandplc.com
Richard Killingbeck, Chief Executive Officer +44(0) 20 7220
1666
SPARK Advisory Partners Limited
Mark Brady/Miriam Greenwood +44(0) 20 3368 3551
Chairman's Statement
2016 has been a transformational year for WH Ireland: we reached
a settlement with the FCA, we bolstered our capital base, and we
welcomed a substantial new shareholder, KEH, to our register after
it acquired a 23% stake in the Company.
Our revenues were lower overall, with the first six months
affected by a slowdown in corporate activity ahead of the European
referendum at the end of June. However, the second half has shown
an encouraging trend, with rising stock markets, and a strong
rebound in corporate confidence which was reflected in the improved
levels of activity in our Corporate Broking division. The Corporate
division finished the year positively with participation as a
Co-Lead Manager in the Sirius Minerals equity placing.
The Private Wealth Management division increased overall funds
under management to GBP2.9bn, with the discretionary element
increasing to over GBP1.0bn, thus continuing to improve our levels
of fee income. The move to outsource our operational platform to
SEI Investments (Europe) Ltd has progressed, with the transfer on
target to be effective during the second quarter of 2017: this will
provide both a quantum leap in our access to, and maintenance of,
state of the art information technology, will help improve our
regulatory robustness and enhance the service levels to our clients
immensely. All of the committed and quantifiable costs associated
with this project as of 30 November 2016 have been taken in the
2016 profit and loss account as an exceptional item. I would expect
to witness ongoing cost savings and lower planned spending activity
as a result of this transfer to amount to an annualised saving of
at least GBP400k in a full year, beginning in the 2018 financial
year.
Board changes
I reported last year on the appointment as a Non-Executive
Director of Jonathan Carey, after a distinguished career at Jupiter
Asset Management. In addition, we have strengthened the Board with
two further appointments, which were announced after the year
end.
First, following the 23% shareholding acquired by KEH Group in
WH Ireland, their CEO, Humphrey Percy, agreed to join the Board of
WH Ireland as a Non-Executive Director. Humphrey was previously CEO
of Bank of London and the Middle East plc and Head of Global
Financial Markets at WestLB.
Secondly, we announced the appointment of Victoria Raffé, as a
Non-Executive Director, who has had an extensive career in the
City, most recently as Director of the Authorisations Division for
the Financial Conduct Authority ('FCA').
Sale of Manchester office
In my statement last year, I stated that the Board was
considering the potential sale of our freehold office in
Manchester: we have recently announced the sale of 11 St James's
Square for GBP5.27m, a premium to the book value of GBP4.75m.
Manchester staff will be moving to a new leased office during the
summer of 2017.
The net cash from the property sale, coupled with existing cash
balances, means that Group cash balances are now in excess of
GBP11.0m, and provides comfort to all as to the resilience of our
balance sheet.
Dividend
Last year the Board felt it prudent to omit paying a dividend.
The Board continues regularly to assess this position but it is not
the intention of the Board to recommend a dividend payment to
Shareholders for the year under review.
Outlook
Despite the uncertainties regarding the UK's progress towards
Brexit and the unpredictability of newly elected President Trump,
markets are close to all-time highs, which is a positive
environment both for the pipeline in our Corporate Broking division
and for the ad valorem fee paying discretionary mandates in our
Private Wealth Management division. Against this background of
renewed investor confidence, the Board remains cautiously
optimistic about the year ahead.
Finally, I would like to thank all our staff across all of our
office locations for their individual hard work and efforts during
the many challenges of 2016.
Tim Steel
Chairman
Chief Executive Officer's Report
The past year has witnessed considerable progress in the
repositioning of WH Ireland as an ambitious, focussed and modern
financial services company. Change does not come easily within any
company, but when you have a long history of legacy issues to
resolve, progress becomes even more challenging.
I am pleased to be able to report that change at WH Ireland is
not only successfully happening but is gaining momentum as key
elements of the process fall into place. Whether it be the
progression on moving our operational platform to an outsourced
solution with our partner, SEI Investments (Europe) Ltd, the
successful sale of the freehold property in Manchester or whether
it is our increasing ability to attract senior industry
professionals to the Company, the momentum of positive change is
accelerating.
Within the Private Wealth Management division we have continued
to focus our investment proposition upon the provision of fee
paying services, whether they be discretionary or advisory
relationships. It is pleasing to be able to report continued growth
in these assets. During the year we merged our Lymington office
into our Poole office which will give us greater credibility within
the south coast marketplace.
Our Corporate Broking division finished the year on a positive
note. This marked the closing of a year which demonstrated the
resilience of our corporate client model, the loyalty of our
corporate client base and the skill and dedication of our small,
but very focussed team. During the year, primarily due to
de-listings, our total number of corporate clients declined. The
majority of these losses were smaller clients resulting in an
increase in the average size of our client base as measured by
market capitalisation. We remain as one of the leading small and
mid-cap corporate brokers in the City with a demonstrable
commitment to enhance our offering via the further recruitment of
key individuals in the year ahead, including Adam Pollock who is
joining us as Head of the division in March.
Private Wealth Management
The project to transfer assets to our new platform partner, SEI
Investments (Europe) Ltd, has progressed significantly since we
communicated at the half year the Board's decision to change our
operating model. The benefits that this will bring to every facet
of our private wealth offering are significant whether they be
regulatory, information technology or client driven. Once this move
has been completed it will allow for this division to compete
across all distribution channels and will give us the ability
better to service clients across all communication media. In
addition, once the first phase is completed, during the second
quarter, the senior management team will be able to focus more time
upon growing this division by acquisition. If acquisitions are able
to be achieved, the scalability of the new business model will
become evident very quickly.
Corporate Broking
Markets during the first half of the year were not conducive to
capital raisings but the second half witnessed a demonstrable
change in the market's willingness to consider and participate in
fundraisings. As a consequence, the second half of the year
witnessed a strong rebound in activity. Our corporate client list
gives us a considerable revenue flow in the form of NOMAD fees and
our model remains focussed upon building this list both in number
and in the size of new clients.
Other transactional revenue (secondary commissions and market
making) was lower during the year but our low cost base meant that
even at these lower levels a positive contribution was made from
these areas. Following a mid-year period of review, we are now
looking actively to expand our capabilities within this division
and selective recruitment will be undertaken to help strengthen our
proposition.
Outlook
The Company is in a strong position to concentrate upon growing
both divisions in the year ahead. Our recurring revenue (management
fee income and corporate client's retainer income) has risen to
GBP12m, or 47% of total revenue. Opportunities for acquisitive
growth need to be identified and executed but we will focus
significantly more activity in this area than in previous years.
Our new shareholder also offers the potential for supplemental
business growth for the Company both from, and to, the Middle East.
Taking a medium term view, this could be very exciting for the
development and progression of both divisions.
Thus I look out to the next year in a pragmatic, yet positive
manner. We still have a lot of work to undertake, a very
competitive commercial environment and a changing regulatory
environment, but we have recognised and tried to anticipate these
changes by our actions and decisions of last year. As these get
implemented, so WH Ireland will become comparatively stronger and
this is one of the key reasons for my and the Board's continued
optimistic outlook.
Richard Killingbeck
Chief Executive Officer
Strategic Report
Overview
The WH Ireland Group has two principal operating subsidiaries,
WH Ireland Limited and WH Ireland (IOM) Limited. WH Ireland Limited
consists of two business divisions: Private Wealth Management,
which provides bespoke wealth management solutions and independent
financial advisory services to retail clients; and Corporate
Broking which provides corporate finance, advisory and broking
services to small and mid-cap corporate clients, and stockbroking
and research services to its institutional client base.
Although the Group's income is predominantly derived from
activities conducted in the UK and the Isle of Man, a number of
retail, institutional and corporate clients are situated
worldwide.
At the year end, the Group had 213 staff (2015: 226) in the
United Kingdom and 7 (2015: 5) in the Isle of Man.
Strategy
The Group's strategic focus remains on continuing to grow our
business across the two divisions, with the ultimate objective of
becoming the corporate broker of choice in the small and mid-cap
company segment and a leading wealth management service provider to
retail clients.
The strategy is focused on strengthening our corporate client
list and increasing the discretionary and advisory assets under
management in order to achieve the Group's target of 50% recurring
revenue through the generation of corporate retainer income and
wealth management fees.
Financial Overview
A summary of the statement of comprehensive income for the
financial year is set out below:
30 November 30 November
2016 2015
---------------------------------- ------------ ------------
GBP'000 GBP'000
---------------------------------- ------------ ------------
Revenue 25,421 30,884
Administrative expenses (28,454) (30,936)
---------------------------------- ------------ ------------
Operating loss (3,033) (52)
---------------------------------- ------------ ------------
Operating (loss)/profit
before exceptional items (1,253) 1,148
Exceptional items (1,780) (1,200)
---------------------------------- ------------ ------------
Operating loss after exceptional
items (3,033) (52)
Other income and charges (171) (294)
---------------------------------- ------------ ------------
Loss before tax (3,204) (346)
Tax 460 (335)
---------------------------------- ------------ ------------
Loss after tax (2,744) (681)
---------------------------------- ------------ ------------
A reconciliation of the adjusted operating profit is set out
below:
30 November 30 November
2016 2015
GBP'000 GBP'000
Operating loss (3,033) (52)
---------------------------------- ------------ ------------
Add back of one off charges:
Project Discovery(*) 593 -
Restructuring(**) 994 -
Regulatory fine(***) - 1,200
Regulatory fine related 193 -
costs(***)
---------------------------------- ------------ ------------
Adjusted operating (loss)/profit (1,253) 1,148
---------------------------------- ------------ ------------
Notes:
*As announced on 2 June 2016, the Group has entered into a seven
year agreement with SEI Investments (Europe) Ltd, to outsource its
Private Wealth Management back office operations and move to a
"Model B" arrangement. This function is currently performed out of
the Group's Manchester office. Significant investment has been made
in both internal and external resources which have been dedicated
to this project ("Project Discovery") and a provision has been made
for the resultant reduction in headcount, which together have had a
negative impact on the Group's results for the year.
**During the year ended 30 November 2016 there were a number of
changes within the senior management team and several external
hires were made. The costs of these changes, in respect of both
short term consultancy costs and fixed employment related costs,
are considered by the Board to be non-trading and exceptional in
nature.
***As previously disclosed, the Group incurred a fine from its
main regulator, the FCA, in February 2016. This was provided for in
the year to 30 November 2015. In the year to 30 November 2016, the
Group has incurred additional costs which relate to the resolution
of this matter and subsequent structural changes, both of which the
Board consider to be non-trading and exceptional in nature.
Divisional Performance can be summarised as follows:
Private Corporate Head Other Group
Wealth Broking Office Group
Management Companies
-------------------------- ----------- --------- -------- ---------- --------
Year ended 30 November GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
2016
Revenue 17,091 7,581 - 749 25,421
Direct costs (13,001) (6,066) (819) (578) (20,464)
-------------------------- ----------- --------- -------- ---------- --------
Contribution 4,090 1,515 (819) 171 4,957
Indirect costs (5,731) (2,259) - - (7,990)
-------------------------- ----------- --------- -------- ---------- --------
Segment result (1,641) (744) (819) 171 (3,033)
Executive Board
cost 300 300 (725) 125 -
Investment gains/(losses) 29 (8) - - 21
Fair value losses
on investments - (155) - - (155)
Finance income 8 -- - 2 10
Finance expense (21) (8) - (18) (47)
-------------------------- ----------- --------- -------- ---------- --------
Profit/(loss) before
tax (1,325) (615) (1,544) 280 (3,204)
Tax expense 218 122 109 11 460
-------------------------- ----------- --------- -------- ---------- --------
Profit/(loss) for
the year (1,107) (493) (1,435) 291 (2,744)
-------------------------- ----------- --------- -------- ---------- --------
Private Corporate Head Other Group
Wealth Broking Office Group
Management Companies
Year ended 30 November GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
2015
-------------------------- ----------- --------- -------- ---------- --------
Revenue 20,594 9,936 - 354 30,884
Direct costs (14,642) (7,467) (1,200) (65) (23,374)
-------------------------- ----------- --------- -------- ---------- --------
Contribution 5,952 2,469 (1,200) 289 7,510
Indirect costs (5,507) (2,055) - - (7,562)
-------------------------- ----------- --------- -------- ---------- --------
Segment result 445 414 (1,200) 289 (52)
Executive Board
cost 286 286 (786) 214 -
Investment (losses)/gains (8) (82) - 1 (89)
Fair value losses
on investments (12) (173) - - (185)
Finance income 19 - - 2 21
Finance expense (13) (6) - (22) (41)
-------------------------- ----------- --------- -------- ---------- --------
Profit/(loss) before
tax 717 439 (1,986) 484 (346)
Tax (expense)/income (175) (107) - (53) (335)
-------------------------- ----------- --------- -------- ---------- --------
Profit/(loss) for
the year 542 332 (1,986) 431 (681)
-------------------------- ----------- --------- -------- ---------- --------
Private Wealth Management
The Private Wealth Management division of WH Ireland
incorporates both investment management services and advice on
wealth planning. We offer these services from a number of offices
across the UK, including; London, Manchester, Cardiff, Bristol,
Poole and Milton Keynes. Our international clients are serviced
from our Isle of Man office.
We are strong advocates of a personal, bespoke service to all of
our clients on the basis that no one private client has exactly the
same requirements as another. As the complexity of financial
markets and advice increases we are also able to offer specific
wealth planning expertise in areas such as pensions and inheritance
planning; we also work closely with third party advisors in helping
our mutual clients achieve their financial goals.
WH Ireland is one of the few wealth managers to offer three
service investment propositions, namely discretionary, advisory and
execution only. Increasingly new clients are joining us under a
discretionary mandate but we still have substantial assets in both
the advisory and the execution only propositions.
The strategy for the ongoing growth in this division is to focus
our efforts on building our management fee based assets. This will
be achieved by continued personal referrals, selective recruitment
of individuals and teams with existing client relationships, and
corporate acquisitions of Private Wealth Management businesses. In
addition, we are in the process of enhancing our marketing
capability which will complement the sources of funds flow
above.
Corporate Broking
WH Ireland is one of the largest Nominated Advisers (NOMADs) and
Brokers for AIM quoted companies in London and currently represents
85 corporate companies. We specialise in providing corporate
finance and broking services to smaller companies across a wide
range of industry sectors and geographies. We have a highly
experienced team from a range of professional backgrounds who are
well placed to provide strategic, technical and regulatory advice
to our clients. Areas of specialism include pre-IPO fundraising,
IPOs and secondary issues, mergers and acquisitions, disposals,
restructuring and tender offers.
WH Ireland's award winning Research team provides coverage of
our corporate clients, ensuring the investment case is clearly and
accurately articulated to the wider investment community. We
maintain close contact with both institutional and private client
fund managers via our Institutional Sales and Investor Relations
teams and help to ensure liquidity in the shares of our corporate
clients by offering a market making service. In addition to our
London office, we also provide our corporate broking service from
offices in Leeds and Bristol.
Our corporate client base is spread across the spectrum of
industry sectors, including Technology, Consumer, Support Services,
Healthcare, Natural Resources and Industrials. Whilst we have
continued to focus upon the development and growth of our client
base, we have ensured that this is not to the detriment of client
service levels. Recurring retainer income is one of the key
financial drivers of this division, which helps us mitigate the
volatility of transaction income and ensures that we have a stable
team in place from which we can continue to build over the coming
years.
Given the well-publicised structural changes taking place in the
wider market, the division has developed a robust and sustainable
platform from which to build. The business has demonstrated this
strength despite this structural shift, challenging market
conditions and the impact of the FCA sanction during the period and
we continue to focus on providing a first class service to all of
our clients. We continue to exercise a selective recruitment policy
of hiring experienced individuals to ensure that these high levels
of service are maintained as our business grows. This has been
demonstrated in the recent appointment of Adam Pollock as Head of
the Division. We anticipate attracting further quality individuals
which will enhance our differentiated proposition relative to some
of our larger competitors.
Key Performance Indicators (KPIs)
The Group uses a number of KPIs to monitor its performance
against its financial objectives:
Ratio of adjusted operating profit before tax to total
revenue
30 November 30 November
2016 2015
% %
------------------------------ ------------ ------------
Ratio of adjusted operating
(loss)/profit before tax to
revenue (5.60) 2.77
------------------------------ ------------ ------------
Funds under management and advice
30 November 30 November
2016 2015
----------------------- ------------ ------------
GBPm GBPm
----------------------- ------------ ------------
Discretionary assets 1,016 767
Advisory assets 783 892
Execution only assets 1,073 861
----------------------- ------------ ------------
Total 2,872 2,520
----------------------- ------------ ------------
This is used as a measure of the potential for revenue
generation by type of client assets held in our nominee
control.
Recurring income streams
30 November 30 November
2016 2015
GBPm GBPm
-------------------------- ------------ ------------
Value of Group recurring
income 12.0 11.4
-------------------------- ------------ ------------
This key indicator of business activity includes fee and other
ongoing income from retail and corporate clients for the management
of their relationship with the Group. This represents an increase
of 5.26% (2015: 14.01% increase), largely influenced by an increase
in our Private Wealth Management division of the number of clients
and value of their assets who pay a fee for our services.
Corporate Broking performance
30 November 30 November
2016 2015
---------------------------- ------------ ------------
Number of transactions 51 53
Money raised GBP69m GBP75m
Retained corporate clients 85 98
---------------------------- ------------ ------------
The Board is satisfied that the changes which have continued to
be made across the business throughout 2016, and the conclusion of
the historic FCA investigation in February 2016, will enable the
Group to focus on achieving our strategic goals. These developments
will enable the Group to grow both organically, and through value
enhancing acquisitions from opportunities which the Board hopes to
identify in the coming year.
Dividend
The Board does not propose to pay a dividend in respect of the
financial year.
Statement of Financial Position and Capital Structure
Maintaining a strong and liquid statement of financial position
remains a key business objective for the Board, alongside its
regulatory capital requirements. Net assets amounted to GBP11.7m
(2015: GBP12.9m) and net current assets to GBP9.4m (2015: GBP7.3m).
The statement of financial position is underpinned by the holding
of the substantial cash balances (GBP6.7m 2015: GBP8.2m) held to
facilitate both the day to day business and growth opportunities
and this was further enhanced by the sale of the Group's freehold
property in the Manchester city centre in January 2017 which raised
in excess of GBP4m net of borrowings and sale expenses.
In addition, the Group raised GBP1.1m on 23 February 2016 and
GBP1.6m on 6 December 2016 by way of two placings to existing
shareholders, for general corporate purposes.
Risks and Uncertainties
Risk appetite is established by the Board and this is
consistently reviewed and monitored by the Board and senior
management. The Group, through the operation of its Executive and
Operations Committee, considers all of the relevant risk management
issues and advises the Board as necessary on such matters. The
Group maintains a comprehensive risk register, within its agreed
risk management framework, which encourages a risk-based approach
to the internal controls and management of the Group. In addition
to an independent Internal Audit function, the Group operates a
dedicated Risk function. The Internal Audit and Risk functions
coordinate their programme of work with the Compliance department.
The Internal Audit function reports directly to the Group's Audit
Committee.
Liquidity and Capital Risk
Whilst a significant element of the Group's revenue continues to
be transaction driven, the Group's focus, as outlined above,
remains on increasing the recurring element of client driven
revenues. The Group continues to look to build its discretionary
fee paying client base to better fit the regulatory landscape in
which the Group is operating and to reduce the proportion of its
income that is linked to transactions.
Whilst the Group has a predominantly fixed cost base, a
significant element of which are employment costs that are
insensitive to business volumes, the Group has continued to focus
on achieving operational efficiencies and reducing the variable
costs of the business to maximise profitability and provide
operational gearing. The delivery of the partnered solution with
SEI Corporation is a key continuation of this process.
In order to mitigate risk and absorb any volatility in its
operating results, the Board has continued to ensure that the
statement of financial position remains robust and suitably liquid,
and that sufficient regulatory capital is maintained to allow for a
healthy surplus over the regulatory minimum capital requirements.
The Group calculates and monitors its regulatory capital
requirements on a daily basis.
Operational Risk
Operational risk is the risk of loss to the Group resulting from
inadequate or failed internal processes, people and systems, or
from external events.
Business continuity risk is the risk that serious damage or
disruption may be caused to the business as a result of a breakdown
or interruption, from either internal or external sources, in the
operating infrastructure of the Group. This risk is mitigated in
part by the number of branches across the UK from which the Group
operates, and the Group having business continuity and disaster
recovery arrangements. These arrangements include business
interruption insurance.
The Group seeks to ensure that its risk management framework and
control environment is continuously evolving and the Board
delegates the day to day monitoring of this to the Group Head of
Risk, who sits on the Operations Committee.
Credit Risk
The Board takes active steps to minimise the incidence of credit
losses. This includes formal credit management procedures and the
close supervision of credit limits and exposures. Formal credit
procedures include the approval of significant client limits,
approval of material trades, collateral requirements for trading
clients and the proactive management of any overdue accounts.
Additionally, risk assessments are performed on an ongoing basis
during the year on all deposit taking banks and custodians.
Regulatory Risk
The Group operates in a highly regulated environment both in the
UK and the Isle of Man. The Group has independent Risk, Internal
Audit and Compliance functions, resourced with appropriately
qualified and experienced individuals. The Directors monitor
changes and developments in the regulatory environment and ensure
that sufficient resources are made available for the Group to
implement any required changes. The impact of the regulatory
environment on the Group's management of its capital is discussed
in note 27 of the financial statements.
Resources and Relationships
The Group's most valuable resource remains its staff and the
Group remains committed to retaining and recruiting quality staff
that share our culture and vision. Staff at all levels of the
business are heavily focused on delivering a quality service to our
clients. The Board continues to strive to deliver a service
throughout the Group which is in compliance with both the letter
and the spirit of the principles of the Financial Conduct
Authority.
The Board collates management information to assist in
monitoring its non-financial objectives, which include items such
as risk appetite monitoring, staff turnover, thematic reviews and
client complaints.
By order of the Board.
Dan Cowland
Finance Director
Consolidated statement of comprehensive income
For the year ended 30 November 2016
Year ended Year ended
30 Nov 2016 30 Nov 2015
GBP'000 GBP'000
---------------------------------- ------------- -------------
Revenue 25,421 30,884
Administrative expenses (28,454) (30,936)
---------------------------------- ------------- -------------
Operating loss (3,033) (52)
Operating (loss)/profit before
exceptional items: (1,253) 1,148
Exceptional items (1,780) (1,200)
---------------------------------- ------------- -------------
Operating loss after exceptional
items (3,033) (52)
Realised investment gains 21 (89)
Fair value losses on investments (155) (185)
Finance income 10 21
Finance expense (47) (41)
---------------------------------- ------------- -------------
Loss before tax (3,204) (346)
Tax expense 460 (335)
---------------------------------- ------------- -------------
Loss for the year (2,744) (681)
---------------------------------- ------------- -------------
Total other comprehensive - -
income
---------------------------------- ------------- -------------
Total comprehensive income (2,744) (681)
Earnings per share
Basic (10.72)p (2.81)p
Diluted (10.72)p (2.81)p
---------------------------------- ------------- -------------
All results for the current and prior year relate to continuing
operations. There were no items of other comprehensive income for
the current or prior year.
Consolidated and Company statement of financial position
As at 30 November 2016
Group Company
---------------------- ----------------------
As at 30 As at 30 As at 30 As at 30
Nov 2016 Nov 2015 Nov 2016 Nov 2015
GBP'000 GBP'000 GBP'000 GBP'000
------------------------- ---------- ---------- ---------- ----------
ASSETS
Non-current assets
Goodwill 258 258 - -
Intangible assets 3,582 3,586 - -
Investment in
subsidiaries - - 5,035 1,711
Property, plant
and equipment 1,207 5,361 10 16
Investments 118 360 - -
Loan receivable - - 731 731
Subordinated
Loan - - 960 850
Deferred tax
asset 807 298 141 73
------------------------- ---------- ---------- ---------- ----------
5,972 9,863 6,877 3,381
------------------------- ---------- ---------- ---------- ----------
Current assets
Trade and other
receivables 18,985 23,312 4,720 4,712
Other investments 530 1,932 - -
Asset held for 4,750 - - -
sale
Cash and cash
equivalents 6,657 8,176 - -
------------------------- ---------- ---------- ---------- ----------
30,922 33,420 4,720 4,712
------------------------- ---------- ---------- ---------- ----------
Total assets 36,894 43,283 11,597 8,093
------------------------- ---------- ---------- ---------- ----------
LIABILITIES
Current liabilities
Trade and other
payables (19,848) (24,059) (1,936) (1,040)
Corporation tax
payable (52) (262) - -
Borrowings (187) (179) (187) (179)
Finance Leases (282) (119) - -
Deferred Consideration (1,130) (262) - -
Provisions (28) (1,200) - -
------------------------- ---------- ---------- ---------- ----------
(21,527) (26,081) (2,123) (1,219)
------------------------- ---------- ---------- ---------- ----------
Non-current liabilities
Borrowings (807) (994) (807) (994)
Finance Leases (352) - - -
Deferred tax
liability (92) (126) - -
Accruals and
deferred income (282) (330) - -
Deferred Consideration (2,101) (2,863) - -
Provisions (21) (21) - -
------------------------- ---------- ---------- ---------- ----------
(3,655) (4,334) (807) (994)
------------------------- ---------- ---------- ---------- ----------
Total liabilities (25,182) (30,415) (2,930) (2,213)
------------------------- ---------- ---------- ---------- ----------
Total net assets 11,712 12,868 8,667 5,880
------------------------- ---------- ---------- ---------- ----------
EQUITY
Share capital 1,309 1,225 1,309 1,225
Share premium 1,621 379 1,621 379
Available-for-sale
reserve 7 7 - -
Other reserves 982 982 229 229
Retained earnings 8,524 11,006 5,508 4,047
Treasury shares (731) (731) - -
------------------------- ---------- ---------- ---------- ----------
Total equity 11,712 12,868 8,667 5,880
------------------------- ---------- ---------- ---------- ----------
The Company has elected to take the exemption under Section 408
of the Companies Act 2006 not to present the Company Statement of
Comprehensive Income. The profit after tax of the Company for the
year was GBP1,199k (2015: Loss GBP5k).
These financial statements were approved by the Board of
Directors on 24 February 2017 and were signed on its behalf by:
Richard Killingbeck Dan Cowland
Director Director
Consolidated and Company statement of cash flows
For the year ended 30 November 2016
Group Company
-------------------------- --------------------------
Year ended Year ended Year ended Year ended
30 Nov 30 Nov 2015 30 Nov 2016 30 Nov
2016 2015
------------------------- ----------- ------------- ------------- -----------
GBP'000 GBP'000 GBP'000 GBP'000
Operating activities:
(Loss)/profit
for the year (2,744) (681) 1,199 (5)
Adjustments for:
Depreciation,
amortisation
and impairment 475 310 6 7
Finance income (10) (21) - -
Finance expense 47 41 18 22
Tax (517) 335 - (25)
Losses/(gains)
in investments 187 96 - -
Non-cash adjustment
for share option
charge 262 211 262 211
Decrease/(increase)
in trade and
other receivables 4,327 15,033 (76) (90)
(Decrease)/increase
in trade and
other payables (4,259) (13,877) 896 536
(Decrease)/increase
in provisions (1,172) 1,011 - -
Decrease/(increase)
in current asset
investments 1,402 (1,042) - -
------------------------- ----------- ------------- ------------- -----------
Net cash (used
in)/generated
from operations (2,002) 1,416 2,305 656
Income taxes
paid (236) (398) - -
------------------------- ----------- ------------- ------------- -----------
Net cash inflows
from operating
activities (2,238) 1,018 2,305 656
------------------------- ----------- ------------- ------------- -----------
Investing activities:
Proceeds from
sale of investments 581 904 - -
Interest received 10 21 - -
Investment in
subsidiary - - (3,324)
Increase in intangible (189) - - -
fixed asset
Acquisition of
property, plant
and equipment (878) (74) - -
Acquisition of
investments (526) (781) - -
------------------------- ----------- ------------- ------------- -----------
Net cash (used
in)/generated
from investing
activities (1,002) 70 (3,324) -
------------------------- ----------- ------------- ------------- -----------
Financing activities:
Proceeds from
issue of share
capital 1,326 360 1,326 328
Repayment of
borrowings (179) (175) (179) (175)
Increase in deferred 106 - - -
consideration
Capital element
of finance leases
repaid 515 (109) - -
Issue of subordinated
loan - - (110) (350)
Interest paid (47) (41) (18) (22)
Dividends paid - (437) - (437)
------------------------- ----------- ------------- ------------- -----------
Net cash generated
from/(used in)
financing activities 1,721 (402) 1,019 (656)
------------------------- ----------- ------------- ------------- -----------
Net (decrease)/increase
in cash and cash
equivalents (1,519) 686 - -
Cash and cash
equivalents at
beginning of
year 8,176 7,490 - -
------------------------- ----------- ------------- ------------- -----------
Cash and cash
equivalents at
end of year 6,657 8,176 - -
------------------------- ----------- ------------- ------------- -----------
Consolidated statement of changes in equity
For the year ended 30 November 2016
Share Share Available-for-sale Other Retained Treasury Total
capital premium reserve reserves earnings shares equity
Group GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
--------------------- --------- --------- ------------------- ---------- ---------- --------- --------
Balance at 1
December 2014 1,193 101 7 982 11,895 (763) 13,415
Loss after tax - - - - (681) - (681)
--------------------- --------- --------- ------------------- ---------- ---------- --------- --------
Total comprehensive
income - - - - (681) - (681)
Transaction with
owners
Employee share
option scheme - - - - 211 - 211
Shares options
exercised 32 278 - - 18 32 360
Dividends - - - - (437) - (437)
--------------------- --------- --------- ------------------- ---------- ---------- --------- --------
Balance at 30
November 2015 1,225 379 7 982 11,006 (731) 12,868
Loss after tax - - - - (2,744) - (2,744)
--------------------- --------- --------- ------------------- ---------- ---------- --------- --------
Total comprehensive
income - - - - (2,744) - (2,744)
Transaction with
owners
Employee share
option scheme - - - - 205 - 205
Deferred tax
on employee share
options - - - - 57 - 57
New share capital
issued 60 1,014 - - - - 1,074
Shares options
exercised 24 228 - - - - 252
Dividends - - - - - - -
--------------------- --------- --------- ------------------- ---------- ---------- --------- --------
Balance at 30
November 2016 1,309 1,621 7 982 8,524 (731) 11,712
--------------------- --------- --------- ------------------- ---------- ---------- --------- --------
Retained earnings include GBP10k of ESOT reserve.
At 30 November 2016 the total number of authorised ordinary
shares is 34.5million shares of 5p each (2015: 34.5 million shares
of 5p each). At 30 November 2016 the total number of issued
ordinary shares is 26.2 million shares of 5p each (2015: 24.5
million shares of 5p each). 1,673,551 shares were issued during the
year (2015: 646,387), of which no shares (2015: nil) were held as
Treasury.
Share Share Available-for-sale Other Retained Treasury Total
capital premium reserve reserves earnings shares equity
Company GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
--------------------- --------- --------- ------------------- ---------- ---------- --------- --------
Balance at 1
December 2014 1,193 101 - 229 4,260 - 5,783
Loss after tax - - - - (5) - (5)
--------------------- --------- --------- ------------------- ---------- ---------- --------- --------
Total comprehensive
income - - - - (5) - (5)
Shares options
exercised 32 278 - - 18 - 328
Employee share
option scheme - - - - 211 - 211
Dividends - - - - (437) - (437)
--------------------- --------- --------- ------------------- ---------- ---------- --------- --------
Balance at 30
November 2015 1,225 379 - 229 4,047 - 5,880
Profit after
tax - - - - 1,199 - 1,199
--------------------- --------- --------- ------------------- ---------- ---------- --------- --------
Total comprehensive
income - - - - 1,199 - 1,199
Employee share
option scheme - - - - 205 - 205
Deferred tax
on employee share
options - - - - 57 - 57
New share capital
issued 60 1,014 - - - - 1,074
Shares options
exercised 24 228 - - - - 252
Dividends - - - - - - -
--------------------- --------- --------- ------------------- ---------- ---------- --------- --------
Balance at 30
November 2016 1,309 1,621 - 229 5,508 - 8,667
--------------------- --------- --------- ------------------- ---------- ---------- --------- --------
The nature and purpose of each reserve, whether Consolidated or
Company only, is summarised below:
Share premium
The share premium is the amount raised on the issue of shares
that is in excess of the nominal value of those shares and is
recorded less any direct costs of issue.
Available-for-sale reserve
The available-for-sale reserve reflects gains or losses arising
from the change in fair value of available-for-sale financial
assets except for impairment losses which are recognised in the
statement of comprehensive income. When an available-for-sale asset
is impaired or derecognised, the cumulative gain or loss previously
recognised in the available-for-sale reserve is transferred to the
statement of comprehensive income.
Other reserves
Other reserves comprise a (consolidated) merger reserve of
GBP753k (2015: GBP753k) and a (consolidated) capital redemption
reserve of GBP229k (2015: GBP229k).
Retained earnings
Retained earnings reflect; accumulated income, expenses, gains
and losses, recognised in the statement of comprehensive income and
the statement of recognised income and expense and is net of
dividends paid to shareholders. It includes GBP10k of ESOT
reserve.
Treasury shares
Purchases of the Company's own shares in the market are
presented as a deduction from equity, at the amount paid, including
transaction costs. That is, treasury shares are shown as a separate
class of shareholders' equity with a debit balance.
Notes to the Financial Statements For the Year Ended 30 November
2016
1. General information
WH Ireland Group plc is a public company incorporated in the
United Kingdom. The shares of the Company are listed on the
Alternative Investment Market (AIM), a market operated by the
London Stock Exchange Group plc. The address of its registered
office is 24 Martin Lane, London, EC4R 0DR. The Group's principal
activities are described in the Strategic Report.
2. Dividends
No dividend is proposed in respect of 2016 (2015: none).
3. Earnings per share (EPS)
Basic EPS is calculated by dividing the profit attributable to
equity holders of the Company by the weighted average number of
ordinary shares in issue during the year, excluding ordinary shares
purchased by the Company and held as treasury shares.
Diluted EPS is the basic EPS, adjusted for the effect of the
conversion into fully paid shares of the weighted average number of
all employee share options outstanding during the year. In a year
when the company presents positive earnings attributable to
ordinary shareholders, antidilutive options represent options
issued where the exercise price is greater than the average market
price for the period.
Reconciliations of the earnings and weighted average number of
shares used in the calculations are set out below:
Year ended Year ended
30 Nov 30 Nov
2016 2015
Group GBP'000 GBP'000
----------------------------------- ----------- -----------
Weighted average number of shares
in issue during the period 25,590 24,287
Effect of dilutive share options 1,042 705
----------------------------------- ----------- -----------
26,632 24,992
GBP'000 GBP'000
Earnings attributable to ordinary
shareholders (2,744) (681)
----------------------------------- ----------- -----------
Basic EPS
Continuing operations (10.72)p (2.81)p
----------------------------------- ----------- -----------
Diluted EPS
Continuing operations (10.72)p (2.81)p
----------------------------------- ----------- -----------
4. Events after the reporting period
On 6 December 2016, WH Ireland Group plc placed 1,287,240
ordinary shares from its authorised share capital at an issue price
of GBP1.23.
On 21 December 2016 WH Ireland Group plc subscribed for 50,000
ordinary shares in WH Ireland Limited at an issue price of
GBP31.60.
On 23 January 2017, the Group sold its freehold property in
Manchester for GBP5.27m and on 24 January 2017 repaid the loan that
had been secured upon it.
5. Dispatch of Annual Report and Annual General Meeting
The annual report and accounts for the year ended 30 November
2016, including notice of the Company's annual general meeting to
be held at 9.30am on 30 March 2017 at 24 Martin Lane, London EC4R
0DR, will be dispatched to shareholders today. The report will also
be available from today on the Company's website:
www.whirelandplc.com
This information is provided by RNS
The company news service from the London Stock Exchange
END
FR USABRBNAUUAR
(END) Dow Jones Newswires
February 27, 2017 02:00 ET (07:00 GMT)
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