TIDMWHI
RNS Number : 8353T
W.H. Ireland Group PLC
27 July 2022
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulations (EU) No. 596/2014 (MAR) as in force in
the United Kingdom pursuant to the European Union (Withdrawal) Act
2018. Upon the publication of this announcement via Regulatory
Information Service (RIS), this inside information is now
considered to be in the public domain.
WH Ireland Group Plc
("WH Ireland" or the "Company" and with its subsidiaries the
"Group")
Financial Results for the Twelve Months ended 31 March 2022
Notice of AGM
"A year of underlying progress despite a challenging second half
market backdrop"
WH Ireland announces its final results for the year ended 31
March 2022.
Financial & Operating Highlights
-- Revenue increased 11% to GBP32.0m (FY 2021: GBP28.7m)
-- Underlying profit* before tax GBP1.4m (FY 2021: GBP1.5m)
-- Statutory profit before tax from continuing operations GBP0.1m (FY 2021: GBP1.1m)
-- Underlying earnings per share* (basic from continuing operations) of 2.34p (FY 2021: 2.95p)
-- Statutory earnings per share (basic from continuing operations) of 0.13p (FY 2021: 2.47p)
-- Cash and cash equivalents as at 31 March 2022 of GBP6.4m (FY 2021: GBP8.2m)
-- Cash balances at 26 July 2022: GBP9.25m.
-- Group Assets under Management ("AUM") increased 14% to GBP2.4bn (FY 2021: GBP2.1bn)
-- Senior appointments during the year to strengthen the executive team:
o Simon Jackson appointed Group CFO in October 2021
o Michael Bishop appointed Head of Wealth Management in January
2022
o Stephen Balonwu appointed as Chief Risk and Compliance Officer
in May 2022
Note: These numbers do not include partial year contributions
from WH Ireland (IOM) Limited, which was disposed of during August
2020.
* A reconciliation from underlying profits to statutory profits
is shown within the financial review.
Note: The comparative information for the year end 31 March 2021
has been restated to reflect the correct net gains on investment
from revenue, further details can be found in note 3 of these
financial statements.
Divisional Highlights
Wealth Management:
-- Revenue up 19% to GBP15.8m (FY 2021: GBP13.3m), reflecting a
significant increase in management fees and wealth planning
including the first full year of contribution from Harpsden, and
despite a fall in commission income
-- Continued improvement in the quality of the business with fee
income now representing 85% of total wealth management income (FY
2021: 76%)
-- Discretionary managed assets ("DFM") increased 6% to GBP1.0bn (FY2021: GBP0.9bn)
-- Wealth Management total AUM remained at GBP1.6bn (FY2021: GBP1.6bn)
Capital Markets:
-- Revenue up 5% to GBP16.2m (FY 2021: GBP15.5m)
-- GBP236m funds raised for public and private corporate clients (FY 2021: GBP232m)
-- Total equity transactions: 38 (FY 2021: 42) including 5 IPOs (FY 2021: 2)
-- Won 21 new quoted corporate clients to end the year with 88
quoted corporate clients (FY 2021: 82)
-- Strengthened position as a top AIM broker, climbing from
number five to number two, while maintaining our top three ranking
by client numbers for the role of NOMAD
-- Ultra High Net Worth and Family Office AUM of GBP0.7bn (FY 2021: GBP0.5bn)
Current Trading and Outlook
-- Volatile and testing global and economic environment
impacting markets, volumes and transaction levels
-- Despite this, the number of quoted corporate clients has
increased in the new financial year to 94
-- Creation of our Debt Capital Markets (DCM) business, which
completed its first transaction in April 2022
-- Aim to return the Company to sustainable profitability, grow
the business and reward shareholders
Commenting, Phillip Wale, Chief Executive Officer said:
" WH Ireland has had another year of underlying progress across
both divisions, set against a number of well-publicised and
evolving wider market challenges in our second half. We remain
confident that we are ready to take advantage of conditions when
they improve given our strengthened and improving platform across
the Group, despite a cautious near-term outlook."
Annual General Meeting
The Company confirms that it will today post to shareholders the
annual report and accounts for the period ended 31 March 2022, and
a notice convening the annual general meeting of the Company. A
copy of the annual report and accounts along with the notice of AGM
is available on the Company's website www.whirelandplc.com . The
Annual General Meeting of the Company will be held at the Company's
offices at 24 Martin Lane, London EC4R 0DR on 8
September 2022 at 11.00 a.m .
The Directors continue to closely monitor developments relating
to COVID-19 and if any change to the Annual General Meeting
arrangements are required, the Company will notify this to all
shareholders as soon as possible.
For further information please contact:
WH Ireland Group plc www.whirelandplc.com
Phillip Wale, Chief Executive
Officer +44(0) 20 7220 1666
Canaccord Genuity Limited www.canaccordgenuity.com
Andrew Potts / Harry Rees +44(0) 20 3523 8000
MHP Communications whireland@mhpc.com
Reg Hoare / Charles Hirst +44 (0) 20 3128 8193
Notes to Editors:
About WH Ireland Group plc
Wealth Management Division
WH Ireland provides independent financial planning advice and
discretionary investment management. Our goal is to build long
term, mutually beneficial, working relationships with our clients
so that they can make informed & effective choices about their
money and how it can support their lifestyle ambitions. We can
trace our history of helping individuals and their families as well
as entrepreneurs, charities and trustees back to 1872. By building
a financial plan & investment strategy with us, our clients are
free to focus on the important things, like life.
Capital Markets Division
Our Capital Markets Division is focused across the public and
private growth company marketplace. The team's significant
experience in this exciting segment means that we are able to
provide a specialist service to each of its respective
participants. For companies, we raise equity and debt capital, as
well as providing both day-to-day and strategic corporate advice.
Our tailored approach means that our teams engage with all of the
key investor groups active in our market - High Net Worth
Individuals, Family Offices, Wealth Managers and Funds. Our
broking, trading and research teams provide the link between growth
companies and this broad investor base.
Chief Executive's statement
The financial year began with another set of restrictions due to
the Covid-19 pandemic. Our employees continued to work diligently
and professionally throughout these difficult times, ensuring our
clients' needs were met across all business areas.
Further global challenges emerged as the year progressed,
culminating in the war in Ukraine, and this created difficult
market conditions. We have adjusted well to these challenges, but
as already reported by many of our peers, these have inevitably had
a significant impact on activity levels in our Capital Markets
division.
The Financial Year 2022
Overall revenue for the Group was GBP32.0m (FY21 restated:
GBP28.7m*). Administrative expenses were GBP33.1m (FY21:
GBP28.4m).
On a divisional basis, revenue in Capital Markets stood at
GBP16.2m (FY21 restated: GBP15.5m), despite the downturn in the
second half after a rise in income in the first six months of the
year. Wealth Management continued its improvement in the quality of
its earnings with an increase in the proportion of assets under
discretionary management. The division also completed the full
integration of its first acquisition, Harpsden. Wealth management
delivered revenue in the year of GBP15.8m (FY21: GBP13.3m).
Clients
Our clients remain our priority and our central mission is to
continue providing excellent and improved service to our corporate,
institutional and private clients. I would like to take the
opportunity to thank all of our clients for their loyalty and
flexibility as we have continued to introduce change and
improvements during another year of challenges.
We believe that our platform now is starting to show the quality
of service that will continue to differentiate us in the
future.
Employees
We have maintained our focus on our core people, while
continuing to attract new individuals and teams across both
divisions. Group headcount presently stands at 159, including the
addition of our Debt Capital Markets team and additional corporate
finance strength.
Building on solid foundations
It has been important to ensure that we build a strong central
expertise to support both divisions and our strengthened
capabilities in Finance, HR and Compliance equip us for expansion.
We were delighted in the first half of the year to attract Simon
Jackson to join the business as CFO and as a member of the Board.
We have recently welcomed Stephen Balonwu to the executive team as
Chief Risk and Compliance Officer. This is a key role in ensuring
that we conduct business to the highest possible standards.
I would like to thank my fellow Board members and all employees
of the firm for their hard work and dedication during the year. I
am also grateful to Phil Shelley, our previous Chair, for his
dedication and commitment to the business over the past two
years.
Shareholders
I would like to thank our shareholders for their continuing
support as we continue to implement our strategy.
Wealth Management (WM)
We were delighted to attract Michael Bishop as Head of Wealth
Management during the year. Michael has most recently had a senior
role at UBS AG and has 22 years of experience in wealth management.
We are now focused on driving the WM business from our four offices
in London, Manchester, Henley and Poole, and addressing the
efficiency of the wider WM division with renewed vigour.
Capital Markets (CM)
Our Equity Capital Markets (ECM) business strengthened its
position as a top AIM broker, climbing from number five to number
two*, while maintaining our top three ranking by client numbers for
the role of NOMAD. During the year the division welcomed 21 new
quoted corporate clients, acting for 88 at year-end (FY21: 82), and
we are pleased that this number has continued to grow into the new
financial year and is 94 at the date of this report. These client
relationships are key to our business and our strategy and are the
key driver of revenue in CM.
Away from public markets, we continued to raise capital for a
number of growing private company clients.
Gross transaction fees across CM in the 12-month period stood at
GBP10.0m (FY21 restated: GBP8.8m) and the average transaction size
increased as the team completed 38 transactions raising GBP236m for
clients (FY21: 42 and GBP232m respectively).
The drive to strengthen our capabilities continued into 2022,
diversifying our offering to clients with selective hires. This
continued in the new financial year with the creation of our Debt
Capital Markets (DCM) business. We completed our first DCM
transaction, as joint lead manager to EnQuest PLC following the
launch of its sterling denominated 9% guaranteed retail eligible
notes, which successfully raised GBP133m in April 2022.
Total Group AUM increased to GBP2.4bn (FY21: GBP2.1bn) including
GBP1.6bn in WM. WM discretionary managed assets increased by 6% to
GBP1.02bn (FY21: GBP0.96bn)
Looking forward
The calendar year has started in the grip of the conflict in the
Ukraine, with an almost unprecedented effect on markets, volumes
and transaction levels on AIM in particular. The economic and
global environment is probably as volatile and testing as any I
have experienced in my career. We therefore remain cautious of the
very short-term, but remain confident that we are ready to take
advantage of conditions when they improve given our strengthened
and improving platform across both divisions. I would like to thank
my colleagues who have continued to work with real dedication to
return the Company to sustainable profitability, and I remain
committed to working with them to grow the business and rewarding
shareholders for their loyalty.
Phillip Wale
Chief Executive Officer
Consolidated statement of comprehensive income
Year ended Year ended
31 March 2022 31 March 2021*
Note GBP'000 GBP'000
Continuing operations
Revenue 5 32,035 28,741
Administrative expenses (33,062) (28,390)
Expected credit loss (81) (28)
-------------------------------------- ----- ---------------------------------
Operating profit/ (loss) 6 (1,108) 323
18,
Net gains on investments 23 1,626 818
Finance income 8 1 2
Finance expense 8 (511) (96)
-------------------------------------- ----- ---------------------------------
Profit before tax 8 1,047
Taxation 9 67 192
-------------------------------------- ----- ---------------------------------
Profit from continuing operations 75 1,239
Loss from discontinued operations 10 - (86)
Profit and total comprehensive income for
the year 75 1,153
--------------------------------------------- -------------------------- ---------------------------------
*The comparative revenue, net gains on investments and earnings
per share have been restated. Further details can be found in note
3 of these financial statements
There were no items of other comprehensive income for the
current year or prior years.
Consolidated and Company statement of financial position
Group Company
31 March 31 March 31 March 31 March
2022 2021 2022 2021
Note GBP'000 GBP'000 GBP'000 GBP'000
----------------------------- ----- --------- --------- --------- ---------
ASSETS
Non-current assets
Intangible assets 16 4,259 4,764 - -
Goodwill 15 3,539 3,539 - -
Investment in subsidiaries 17 - - 26,448 26,448
Property, plant and
equipment 13 325 511 4 -
Investments 18 3,013 1,099 - -
Right of use asset 19 1,168 1,603 - -
Deferred tax asset 21 190 190 - -
Loan receivable 20 - - 900 644
12,494 11,706 27,352 27,092
----------------------------- ----- --------- --------- --------- ---------
Current assets
Trade and other receivables 22 5,758 5,156 113 56
Other investments 23 1,912 2,490 - -
Cash and cash equivalents 24 6,446 8,211 1,246 1,246
14,116 15,857 1,359 1,302
----------------------------- ----- --------- --------- --------- ---------
Total assets 26,610 27,563 28,711 28,394
----------------------------- ----- --------- --------- --------- ---------
LIABILITIES
Current liabilities
Trade and other payables 25 (6,681) (7,623) (2,357) (2,960)
Lease liability 19 (376) (552) - -
Deferred consideration 26 (2,412) (1,087) (2,412) (1,087)
Deferred tax liability 21 (732) (799) - -
(10,201) (10,061) (4,769) (4,047)
----------------------------- ----- --------- --------- --------- ---------
Non-current liabilities
Lease liability 19 (999) (1,506) - -
Deferred consideration 26 - (909) - (909)
(999) (2,415) - (909)
----------------------------- ----- --------- --------- --------- ---------
Total liabilities (11,200) (12,476) (4,769) (4,956)
----------------------------- ----- --------- --------- --------- ---------
Total net assets 15,410 15,087 23,942 23,438
----------------------------- ----- --------- --------- --------- ---------
Capital and reserves
Share capital 29 3,104 3,101 3,104 3,101
Share premium 29 19,014 18,983 19,014 18,983
Other reserves 981 981 228 228
Retained earnings (6,789) (7,334) 1,596 1,126
Treasury shares 30 (900) (644) - -
----------------------------- ----- --------- --------- --------- ---------
Shareholders' funds 15,410 15,087 23,942 23,438
----------------------------- ----- --------- --------- --------- ---------
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 loss after tax of the Company for the
year was GBPNil (FY21: GBP5,347k).
These financial statements were approved by the Board of
Directors on 26 July 2022 and were signed on its behalf by:
S Jackson
Director
Consolidated and Company statement of cash flows
Group Company
--------------------------- --------------------------
Year ended Year ended Year ended Year ended
31 Mar 2022 31 Mar 2021* 31 Mar 2022 31 Mar 2021
Notes GBP'000 GBP'000 GBP'000 GBP'000
Operating activities:
Profit/ (Loss) for the year:
Continuing operations 75 1,239 - (5,347)
Discontinuing operations - (86) - -
75 1,153 - (5,347)
Adjustments for non-cash items:
Depreciation and amortisation 13, 16, 19 1,229 1,242 - -
Finance income 8 (1) (2) - -
Finance expense 8 511 96 416 -
Tax 9 (67) (196) - -
Non-cash adjustment for share option charge 7 470 90 470 90
Non-cash adjustment for investment gains 18, 23 (1,626) (48) - -
Non-cash consideration for revenue* 18, 23 (1,651) (3,988) - -
Losses in investments - - - 283
Working capital changes:
Decrease/ (increase) in trade and other
receivables (601) 1,975 (57) 2,533
(Decrease)/ increase in trade and other
payables (942) 2,602 (603) 2,804
Net cash (used in)/generated from operations (2,603) 2,924 226 363
Income taxes received/(paid) 9 - - -
Net cash inflows/ (outflows) from operating
activities (2,603) 2,924 226 363
------------------------------------------------ ----------- ------------ ------------- ------------ ------------
Investing activities:
Cost on disposal of subsidiary undertaking - (90) - -
Interest received 8 - 3 - -
Investment in subsidiary 17 - (4,765) - (5,437)
Acquisition of property, plant and equipment 13 (103) (201) (4) -
Increase in loan receivables - - (256) -
Movement in current asset investments 18, 23 1,933 2,170 - -
Net cash used in investing activities 1,830 (2,883) (260) (5,437)
------------------------------------------------ ----------- ------------ ------------- ------------ ------------
Finance activities:
Proceeds from issue of share capital 34 5,335 34 5,335
Proceeds from repayment of subordinated loan - - - 985
Purchase of own shares by Employee Benefit
Trust (256) - - -
Interest paid 8 (2) (1) - -
Lease liability payments (768) (898) - -
Net cash (used in)/generated from financing
activities (992) 4,436 34 6,320
------------------------------------------------ ----------- ------------ ------------- ------------ ------------
Net (decrease)/increase in cash and cash
equivalents (1,765) 4,477 - 1,246
Cash and cash equivalents at beginning of year 8,211 3,734 1,246 -
Cash and cash equivalents at end of year 6,446 8,211 1,246 1,246
------------------------------------------------ ----------- ------------ ------------- ------------ ------------
* The comparative group cash flow figures have been restated.
Further details can be found in note 3 of these financial
statements.
Reconciliation of Group cash and cash equivalents at the end of
the year:
Year ended
31 Mar 2022
Group GBP'000
Cash and cash equivalents from continuing operations 6,446
Cash and cash equivalents from discontinuing operations -
Cash and cash equivalents at end of
year 6,446
---------------------------------------------------------- ------------
Year ended
31 Mar 2021
Group GBP'000
Cash and cash equivalents from continuing operations 8,211
Cash and cash equivalents from discontinuing operations -
Cash and cash equivalents at end of year 8,211
---------------------------------------------------------- ------------
Reconciliation of Group and Company liabilities arising from
financing activities in the year:
As at Cash flows Non-cash As at
31 March
1 April 2021 changes 2022
Group GBP'000 GBP'000 GBP'000 GBP'000
----------------- ------------- ----------- --------- ---------
Lease liability 2,058 (768) 85 1,375
2,058 (768) 85 1,375
----------------- ------------- ----------- --------- ---------
Reconciliation of Group and Company liabilities arising from
financing activities in the prior year:
Correction
As at of Cash flows Non-cash As at
1 April 31 March
2020 calculation changes 2021
Group GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
----------------- -------- ------------ ----------- --------- ---------
Lease liability 3,223 (369) (898) 102 2,058
3,223 (369) (898) 102 2,058
----------------- -------- ------------ ----------- --------- ---------
There are no Company liabilities arising from financing
activities .
Consolidated and Company changes in equity
Share Share Other Retained Treasury Total
capital premium reserves earnings shares equity
Group GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
-------------------------------- -------- -------- --------- --------- --------- --------
Balance at 1 April 2020 2,435 14,314 981 (8,580) (644) 8,506
Profit and total comprehensive
income for the year - - - 1,153 - 1,153
-------------------------------- -------- -------- --------- --------- --------- --------
Transactions with owners in their
capacity as owners:
Employee share option scheme - - - 90 - 90
New share capital issued 666 4,669 - - - 5,335
Other movements - - - 3 - 3
Balance at 31 March 2021 3,101 18,983 981 (7,334) (644) 15,087
-------------------------------- -------- -------- --------- --------- --------- --------
Profit and total comprehensive
income for the year - - - 75 - 75
-------------------------------- -------- -------- --------- --------- --------- --------
Transactions with owners in their
capacity as owners:
Employee share option scheme - - - 470 - 470
New share capital issued 3 31 - - - 34
Purchase of own shares by
Employee Benefit Trust - - - - (256) (256)
-------------------------------- -------- -------- --------- --------- --------- --------
Balance at 31 March 2022 3,104 19,014 981 (6,789) (900) 15,410
-------------------------------- -------- -------- --------- --------- --------- --------
Retained earnings include GBP10k (2021: GBP10k) ESOT
reserve.
Share Share Other Retained Treasury Total
capital premium reserves earnings shares equity
Company GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
------------------------------ -------- -------- --------- --------- --------- --------
Balance at 1 April 2020 2,435 14,314 228 6,385 - 23,362
Loss and total comprehensive
income for the year - - (5,347) - (5,347)
------------------------------ -------- -------- --------- --------- --------- --------
Transactions with owners in their
capacity as owners:
Employee share option scheme - - - 90 - 90
New share capital issued 666 4,669 - - - 5,335
Other movements - - - (2) (2)
Balance at 31 March 2021 3,101 18,983 228 1,126 - 23,438
------------------------------ -------- -------- --------- --------- --------- --------
Profit/(loss) after tax - - - - - -
------------------------------ -------- -------- --------- --------- --------- --------
Transactions with owners in their
capacity as owners:
Employee share option scheme - - - 470 - 470
New share capital issued 3 31 - - - 34
------------------------------ -------- -------- --------- --------- --------- --------
Balance at 31 March 2022 3,104 19,014 228 1,596 - 23,942
------------------------------ -------- -------- --------- --------- --------- --------
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.
Other reserves
Other reserves comprise a (consolidated) merger reserve of
GBP753k (FY21: GBP753k) and a (consolidated and company) capital
redemption reserve of GBP228k (FY21: GBP228k).
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 (FY21: 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, shares are shown as a separate class of
shareholders' equity with a debit balance. This includes shares in
the company held by the EBT or ESOT, both of which are consolidated
within the consolidated figures.
Notes to the financial statements
1. General information
WH Ireland Group plc is a public company incorporated in the
United Kingdom. The shares of the Company are traded on the AIM, a
market of the London Stock Exchange Group plc. The address of its
registered office is 24 Martin Lane, London, EC4R 0DR.
Basis of preparation
The consolidated and parent company financial statements have
been prepared in accordance with International Accounting Standards
as adopted by the UK and in accordance with the Companies Act 2006.
The principal accounting policies adopted in the preparation of the
consolidated financial statements are set out in note 3. The
policies have been consistently applied to all the years presented,
unless otherwise stated.
The consolidated financial statements are presented in British
Pounds (GBP), which is also the Group's functional currency.
Amounts are rounded to the nearest thousand, unless otherwise
stated.
Going concern
The financial statements of the Group have been prepared on a
going concern basis. In making this assessment, the Directors have
prepared detailed financial forecasts for the period to September
2023 which consider the funding and capital position of the Group.
Those forecasts make assumptions in respect of future trading
conditions, notably the economic environment and its impact on the
Group's revenues and costs. In addition to this, the nature of the
Group's business is such that there can be considerable variation
in the timing of cash inflows. The forecasts take into account
foreseeable downside risks, based on the information that is
available to the Directors at the time of the approval of these
financial statements.
The Directors have conducted full and thorough assessments of
the Group's business and the past financial year has provided a
thorough test of those assessments and the resilience of the
business. The significant market turbulence particularly in H2
resulting from the Russian invasion of Ukraine presented a range of
challenges to the business. The business reacted well and with
increasing levels of recurring revenue supplementing a buoyant
performance by CM delivering a profit for the twelve months.
Whilst there always remains uncertainty over what the future
impact will be on the economy, the business has improved its
resilience. By executing its first acquisition WM has increased the
total value of assets under management, and importantly the
proportion of that total represented by discretionary managed
assets. CM has been appointed by several new clients and completed
a record number of IPOs.
Certain activities of the Group are regulated by the Financial
Conduct Authority, the statutory regulator for financial services
business in the UK which has responsibility for policy, monitoring
and discipline for the financial services industry. The FCA
requires the Group's capital resources to be adequate; that is
sufficient in terms of quantity, quality and availability, in
relation to its regulated activities. The Directors monitor the
Group's regulatory capital resources on a daily basis and they have
developed appropriate scenario tests and corrective management
plans which they are prepared to implement to address any potential
deficit as required. Further actions open to the Directors include
incremental cost reductions, regulatory capital optimisation
programmes or further capital raising.
An analysis of the potential downside impacts was conducted as
part of the going concern assessment to assess the potential impact
on revenue and asset values with a particular focus on the variable
component parts of our overall revenue, such as corporate finance
fees and commission. Furthermore, reverse stress tests were
modelled to assess what level the Group's business would need to be
driven down to before resulting in a liquidity crisis or a breach
of regulatory capital. That modelling concluded that transactional,
non-contractual revenue would need to decline by more than 70% from
management's forecasts to create such a crisis situation within
eighteen months' time.
Based on all the aforementioned, the Directors believe that
regulatory capital requirements will continue to be met and that
the Group has sufficient liquidity to meet its liabilities for the
next twelve months and that the preparation of the financial
statements on a going concern basis remains appropriate.
2. Adoption of new and revised standards
New and amended standards that are effective for the current
year
A number of new or amended standards became applicable for the
current reporting period and as a result the group and company has
applied the following standards:
- Amendments to IFRS 16: COVID-19 related rent concessions
(effective for periods commencing on or after 1 June 2020
- Amendments to IFRS 9, IAS 39, IFRS 7 and IFRS 16: Interest
Rate Benchmark Reform, phase 2.
The above requirements did not have a material impact on the
financial statements of the group or company.
New standards, interpretations and amendments not yet
effective
Name Description Effective date
------------------------------ ------------------------------------------- ---------------
IAS 16 (amendments) Property, Plant and Equipment - 1 January 2022
Proceeds before Intended Use
Annual Improvements 2018-2020 Amendments to IFRS 1, IFRS 9, IFRS 1 January 2022
Cycle 16 and IAS 4)
IFRS 3 (amendments) Reference to the Conceptual Framework 1 January 2022
IAS 37 (amendments) Onerous Contracts - Cost of Fulfilling 1 January 2022
a Contract
IAS 1 (amendments) Presentation of Financial Statements: 1 January 2023
Classification of Liabilities as
Current or Non-Current and Classification
of Liabilities as Current or Non-Current
- Deferral of Effect Date
The Directors do not expect the adoption of these standards and
amendments to have a material impact on the Financial
Statements.
3. Significant accounting policies
Basis of consolidation
Where the company has control over an investee, it is classified
as a subsidiary. The company controls an investee if all three of
the following elements are present: power over the investee,
exposure to variable returns from the investee and the ability of
the investor to use its power to affect those variable returns.
Control is reassessed whenever facts and circumstances indicate
that there may be a change in any of these elements of control.
The consolidated financial statements present the results of the
company and its subsidiaries ("the Group") as if they formed a
single entity. Intercompany transactions and balances between group
companies are therefore eliminated in full. The consolidated
financial statements incorporate the results of business
combinations using the acquisition method. In the statement of
financial position, the acquiree's identifiable assets, liabilities
and contingent liabilities are initially recognised at their fair
values at the acquisition date. The results of acquired operations
are included in the consolidated statement of comprehensive income
from the date on which control is obtained until the date on which
control ceased.
In the Company's accounts, investments in subsidiary
undertakings are stated at cost less any provision for
impairment.
Business combinations
All business combinations are accounted for by applying the
purchase method. The purchase method involves recognition, at fair
value, of all identifiable assets and liabilities, including
contingent liabilities, of the subsidiary at the acquisition date,
regardless of whether or not they were recorded in the financial
statements of the subsidiary prior to acquisition. The cost of
business combinations is measured based on the fair value of the
equity or debt instruments issued and cash or other consideration
paid, plus any directly attributable costs. Any directly
attributable costs relating to business combinations before or
after the acquisition date are charged to the statement of
comprehensive income in the period in which they are incurred.
Goodwill arising on a business combination represents the excess
of cost over the fair value of the Group's share of the
identifiable net assets acquired and is stated at cost less any
accumulated impairment losses. The cash generating units to which
goodwill is allocated are tested annually for impairment. Any
impairment is recognised immediately in administrative expenses in
the statement of comprehensive income and is not subsequently
reversed. On disposal of a subsidiary the attributable amount of
goodwill that has not been subject to impairment is included in the
determination of the profit or loss on disposal.
Discontinued operations
The Group presents its results from its discontinued operations
separately from its continuing operations. In line with IFRS 5, an
operation is classed as discontinued if it has been or in the
process of being disposed, represents either a separate major line
of business or a geographical area of operations or is part of a
single co-ordinated plan to dispose of a separate major line of
business or geographical area of operation.
Prior period restatements
The income statement and cash flow statement for the year ended
31 March 2021 has been restated to reflect the following errors
which have been identified by management and corrected during the
current financial year:
-- Net fair value gains of GBP818,000 arising on movements in
non-cash consideration after initial recognition and sales of
investments were incorrectly recorded within Revenue rather than
within Net gains on investments.
-- Movements in current asset investments have been represented
in the cash flow statements as investing activities in accordance
with IAS 7. Movements in current asset investments have been
restated to exclude non-cash movements identified which were
incorrectly included in calculating the cash flow.
-- The calculation of dilutive earnings per share used an incorrect dilutive share figure.
There was no impact upon the profit and total comprehensive
income and net increase in cash and cash equivalents as reported at
31 March 2021 and the net assets as reported at 1 April 2020.
As originally Effect of Group restated
reported restatement amounts
31 March 2021 GBP'000 GBP'000 GBP'000
Statement of Comprehensive Income
Revenue 29,559 (818) 28,741
Net gains on investments - 818 818
Consolidated and Company statement of cash
flows
Operating activities (extract)
Non-cash consideration for revenue - (3,988) (3,988)
Non-cash adjustment for investment
gains - (48) (48)
Trade and other receivables 1,815 160 1,975
Movement in current asset investments (1,706) 1,706 -
Net cash (used in)/ generated from
operations 5,094 (2,170) 2,924
Investing activities (extract)
Movement in current asset investments - 2,170 2,170
Earnings per share
Effect of dilutive share
options (GBP'000) 9,614 (8,931) 683
Diluted From continuing
operations 2.07p 0.36p 2.43p
Total diluted 1.93p 0.33p 2.26p
A restated comparative balance sheet has not been produced as
there was no change to the statement of financial position
following the restatements. The net effect of these restatements on
the statement of cash flows was nil.
Assets and liabilities held for sale
An asset or liability is classified as held for sale if its
carrying value is intended to be recovered through its sale rather
than its continuing use, management is committed to a plan to sell,
the asset is available for immediate sale, an active programme to
locate a buyer has been initiated, the sale is highly probable
within 12 months of classification as held for sale and the actions
required to complete the transaction indicate it is unlikely it
will be significantly changed or withdrawn. Assets held for sale
are measured at the lower of their carrying amount and fair value
less costs to sell. Any impairment losses is recognised through the
consolidated comprehensive income.
Revenue
WEalth management (WM)
Management and custody fees
Investment management fees are recognised in the period in which
the related service is provided. It is a variable fee based on the
average daily market value of assets under management and is
invoiced on a calendar quarter basis in arrears. The performance
obligation is satisfied over time as the contractual obligations
are on ongoing throughout the period under contract. The revenue
accrued but not yet invoiced is recognised as a contract asset.
Initial and ongoing advisory fees
Initial advisory fees are charged to clients on a fixed one-off
fee agreement. The performance obligation is satisfied as the
initial advice is provided. Ongoing advisory fees are variable fees
based on the average daily market value of assets under management
and invoiced on a calendar quarter basis in arrears. Both initial
and ongoing advisory fees are recognised in the period in which the
related service is provided. The performance obligation of ongoing
advice is satisfied over time as the contractual obligations are
ongoing throughout the period under contract. The revenue accrued
but not yet invoiced is recognised as a contract asset.
Commission and transaction charges
Commission is recognised when receivable in accordance with the
date of settlement. It is a variable fee based on a percentage of
the transaction and therefore the performance obligation is
satisfied at the date of the underlying transaction. The
transaction price is calculated based on the agreed percentage of
the underlying consideration of the trade. The underlying
consideration being the number of shares multiplied by the share
price at the time of the underlying transaction.
CApital markets (cM)
Commission
Brokerage commission is recognised when receivable in accordance
with the date of settlement. It is a variable fee based on a
percentage of the transaction and therefore performance obligation
is satisfied at the date of the underlying transaction. The
transaction price is calculated based on the agreed percentage of
the underlying consideration of the trade. The underlying
consideration being the number of shares multiplied by the share
price at the time of the underlying transaction.
Corporate finance advisory fees
Corporate finance advisory fees are fixed fees agreed on a deal
by deal basis and might include non-cash consideration received in
the form of shares, loan notes, warrants or other financial
instruments recognised at the fair value on the date of receipt and
therefore the performance obligation is satisfied at a point in
time when the Group has fully completed the performance obligations
per the contract.
Retainer fees
Retainer fees are recognised over the length of time of the
agreement. Fees are fixed and invoiced quarterly in advance based
on the agreed engagement letter. The performance obligation is
satisfied over time as the contractual obligations are on ongoing
throughout the period under contract. The deferred revenue is
recognised as a contract liability.
Corporate placing commissions
Corporate placing commissions are variable fees agreed on a deal
by deal basis based on a percentage of the funds raised as part of
a transaction. This includes non-cash consideration received in the
form of shares, loan notes, warrants or other financial instruments
recognised at the fair value on the date of receipt. Given that
fees related to this work are success based, there is a significant
risk of reversal of the variable revenue and therefore the
performance obligation is satisfied at a point in time when the
transaction is completed. The combination of corporate placing
commissions and corporate finance advisory fees are referred to as
corporate success fees.
Employee benefits
The Group contributes to employees' individual money purchase
personal pension schemes. The assets of the schemes are held
separately from those of the Group in independently administered
funds. The amount charged to the statement of comprehensive income
represents the contributions payable to the schemes in respect of
the period to which they relate.
Short term employee benefits are those that fall due for payment
within twelve months of the end of the period in which employees
render the related service. The cost of short term benefits is not
discounted and is recognised in the period in which the related
service is rendered. Short term employee benefits include
cash-based incentive schemes and annual bonuses.
Share-based payments
The share option programmes allows Group employees to receive
remuneration in the form of equity-settled share-based payments
granted by the Company.
The cost of equity-settled transactions with employees is
measured by reference to the fair value at the date at which they
are granted. The fair value of the options granted is measured
using an option valuation model. The cost of equity-settled
transactions is recognised, together with a corresponding increase
in equity, over the period in which the performance or service
conditions are fulfilled (the vesting period), ending on the date
on which the relevant employees become fully entitled to the award
(the vesting date). The cumulative expense recognised for equity
settled transactions, at each reporting date until the vesting
date, reflects the extent to which the vesting period has expired
and the Group's best estimate of the number of equity instruments
that will ultimately vest. The statement of comprehensive income
charge or credit for a period represents the movement in cumulative
expense recognised at the beginning and end of that period.
Where the terms of an equity-settled award are modified, an
incremental value is calculated as the difference between the fair
value of the repriced option and the fair value of the original
option at the date of re-pricing. This incremental value is then
recognised as an expense over the remaining vesting period in
addition to the amount recognised in respect of the original option
grant.
Where an equity-settled award is cancelled or settled (that is,
cancelled with some form of compensation) it is treated as if it
had vested on the date of cancellation and any expense not yet
recognised for the award is recognised immediately.
However, if a new award is substituted for the cancelled award
and is designated as a replacement award on the date that it is
granted, the cancelled and new awards are treated as if they were a
modification of the original award, as described in the previous
paragraph. Any compensation paid up to the fair value of the award
is accounted for as a deduction from equity. Where an award is
cancelled by forfeiture, when the vesting conditions are not
satisfied, any costs already recognised are reversed (subject to
exceptions for market conditions).
In all instances, the charge/credit is taken to the statement of
comprehensive income of the Group or Company by which the
individual concerned is employed.
Employee Benefit Trust (EBT)
The cost of purchasing own shares held by the EBT are shown as a
deduction against equity. The proceeds from the sale of own shares
held increase equity. Neither the purchase nor sale of own shares
leads to a gain or loss being recognised in the consolidated
statement of comprehensive income.
Employee Share Ownership Trust (ESOT)
The Company has established an ESOT. The assets and liabilities
of this trust comprise shares in the Company and loan balances due
to the Company. The Group includes the ESOT within these
consolidated Financial Statements and therefore recognises a
Treasury shares reserve in respect of the amounts loaned to the
ESOT and used to purchase shares in the Company. Any cash received
by the ESOT on disposal of the shares it holds, will be used to
repay the loan to the Company.
Treasury shares
The costs of purchasing Treasury shares are shown as a deduction
against equity. The proceeds from the sale of own shares held
increase equity. Neither the purchase nor sale of treasury shares
leads to a gain or loss being recognised in the consolidated
statement of comprehensive income.
Income taxes
Income tax on the profit or loss for the years presented,
comprising current tax and deferred tax, is recognised in the
statement of comprehensive income except to the extent that it
relates to items recognised directly in equity, in which case it is
recognised in equity.
Current tax is the expected tax payable on the taxable income
for the year, using rates enacted or substantively enacted at the
reporting year end date and any adjustment to tax payable in
respect of previous years.
-- Deferred tax is provided for temporary differences, at the
reporting year end date, between the tax bases of assets and
liabilities and their carrying amounts for financial reporting
purposes. The following temporary differences are not provided
for;
-- goodwill which is not deductible for tax purposes;
-- the initial recognition of assets or liabilities that affect
neither accounting nor taxable profit; and
-- temporary differences relating to investments in subsidiaries
to the extent that they will probably not reverse in the
foreseeable future.
The amount of deferred tax provided is based on the expected
manner of realisation or settlement of the carrying amount of
assets and liabilities, using tax rates enacted or substantively
enacted at the reporting period end date (note 21).
A deferred tax asset is recognised for all deductible temporary
differences and unused tax losses only to the extent that it is
probable that future taxable profits will be available against
which the assets can be utilised. A deferred tax asset has been
recognised, GBP190k (FY21: GBP190k).
Plant and equipment
Plant and equipment is stated at cost less accumulated
depreciation and impairment. Depreciation is calculated, using the
straight line method, to write down the cost or revalued amount of
plant and equipment over the assets' expected useful lives, to
their residual values, as follows:
Computers, fixtures and fittings - 4 to 7 years
Intangible assets
Measurement
Intangible assets with finite useful lives that are acquired
separately are measured, on initial recognition at cost. Following
initial recognition, they are carried at cost less accumulated
amortisation and any accumulated impairment. The cost of intangible
assets acquired in a business combination is their fair value at
the date of acquisition.
Intangible assets other than goodwill are amortised over the
expected pattern of their consumption of future economic benefits,
to write down the cost of the intangible assets to their residual
values as follows:
Client relationships - 10 to 12 years
Brand - 2 years
The amortisation period and method for an intangible asset are
reviewed at least at each financial year end. Changes in the
expected useful life or the expected pattern of consumption of
future economic benefits embodied in the asset or its residual
value are accounted for by changing the amortisation period or
method.
Impairment
The carrying amounts of the Group's intangible assets, excluding
goodwill, are reviewed when there is an indicator of impairment and
the asset's recoverable amount is estimated.
The recoverable amount is the higher of the asset's fair value
less costs to sell (or net selling price) and its value-in-use.
Value-in- use is the discounted present value of estimated future
cash inflows expected to arise from the continuing use of the asset
and from its disposal at the end of its useful life. Where the
recoverable amount of an individual asset cannot be identified, it
is calculated for the smallest cash-generating unit (CGU) to which
the asset belongs. A CGU is the smallest identifiable group of
assets that generates cash inflows independently.
When the carrying amount of an asset (or CGU) exceeds its
recoverable amount, the asset (or CGU) is considered to be impaired
and is written down to its recoverable amount. An impairment loss
is immediately recognised as an expense. Any subsequent reversal of
impairment credited to the statement of comprehensive income shall
not cause the carrying amount of the intangible asset to exceed the
carrying amount that would have been determined had no impairment
been recognised.
Impairment of assets
Goodwill and other intangible assets that have an indefinite
life are not subject to amortisation, they are tested annually for
impairment. Other assets are tested for impairment when any changes
in circumstance indicate the carrying amount is possibly not
recoverable. An impairment loss is recognised when the asset's
carrying amount exceeds its recoverable amount. The recoverable
amount is the higher of an asset's fair value less costs to sell
and the value in use. Goodwill is allocated to cash generating
units for the purpose of assessing impairment, assets (excluding
goodwill) are grouped together based on the assets that
independently generates cash flow whose cash flow is largely
independent of the cash flows generated by other assets (cash
generating units).
Leased assets
Measurement and recognition of leases as a lessee
For any new lease contracts entered into on or after 1 April
2019, as permitted under IFRS 16, the Group recognises a right of
use asset and a lease liability except for:
-- Leases with a term of 12 months or less from the lease commencement date
-- Leases of low value assets
Lease liabilities are measured at the present value of the
unpaid lease payments discounted using an incremental borrowing
rate.
Right of use assets are initially measured at the amount of the
lease liabilities plus initial direct costs, costs associated with
removal and restoration and payments previously made. Right of use
assets are amortised on a straight line basis over the term of the
lease.
Lease liabilities are subsequently increased by the interest
charge using the incremental borrowing rate and reduced by the
principal lease.
Financial instruments
Financial assets and financial liabilities are recognised in the
Group's balance sheet when the Group becomes a party to the
contractual provisions of the instrument.
Financial assets and liabilities
Investments are recognised and derecognised on the trade date
where the purchase or sale of an investment is under a contract
whose terms require delivery of the investment within the timeframe
established by the market concerned, and are initially measured at
fair value, plus transaction costs, except for those financial
assets classified as at fair value through profit or loss, which
are initially measured at fair value.
Assets and liabilities are presented net where there is a legal
right to offset and an intention to settle in that way.
The three principal classification categories for financial
assets are: measured at amortised cost, fair value through other
comprehensive income (FVOCI) and fair value through profit or loss
(FVTPL). The classification of financial assets under IFRS 9 is
generally based on the business model in which a financial asset is
managed and its contractual cash flow characteristics.
Financial assets are not reclassified subsequent to their
initial recognition unless the Group changes its business model for
managing financial assets, in which case all affected financial
assets are reclassified on the first day of the first reporting
period following the change in the business model.
A financial asset is measured at amortised cost if it meets both
of the following conditions and is not designated as at FVTPL:
-- it is held within a business model whose objective is to hold
assets to collect contractual cash flows; and
-- its contractual terms give rise on specified dates to cash
flows that are solely payments of principal and interest on the
principal amount outstanding.
On initial recognition of an equity investment that is not held
for trading, the Group may irrevocably elect to present subsequent
changes in the investment's fair value in OCI. This election is
made on an investment-by-investment basis.
All financial assets not classified as measured at amortised
cost or FVOCI as described above are measured at FVTPL. This
includes all derivative financial assets. On initial recognition,
the Group may irrevocably designate a financial asset that
otherwise meets the requirements to be measured at amortised cost
or at FVOCI as at FVTPL if doing so eliminates or significantly
reduces an accounting mismatch that would otherwise arise.
Assets held at FVTPL are subsequently measured at fair value.
Net gains and losses, including any interest or dividend income,
are recognised in profit or loss.
Financial assets at amortised cost are subsequently measured at
amortised cost using the effective interest method. The amortised
cost is reduced by impairment losses. Trade receivables and other
receivables are measured and carried at amortised cost using the
effective interest method, less any impairment. If impaired, the
carrying amount of other receivables is reduced by the impairment
loss directly and a charge is recorded in the Income Statement. For
trade receivables, the carrying amount is reduced by the expected
credit lifetime losses under the simplified approach permitted
under IFRS9. Subsequent recoveries of amounts previously written
off are credited against the allowance account and changes in the
carrying amount of the allowance account are recognised in the
Income Statement.
Equity investments at OCI are subsequently measured at fair
value. Dividends are recognised as income in profit or loss unless
the dividend clearly represents a recovery of part of the cost of
the investment. Other net gains and losses are recognised in OCI
and are never reclassified to profit or loss.
The following financial assets & liabilities are held at
FVTPL; investments and deferred consideration. The following
financial assets and liabilities are held at amortised cost; Cash
and cash equivalents, trade and other receivables, accrued income,
trade and other lease liabilities.
Trade payables
Trade payables principally comprise amounts outstanding for
trade purchases and ongoing costs. The Directors consider that the
carrying amount of trade payables approximates to their fair
value.
Deferred consideration
Deferred consideration is recognised at the discounted present
value of amounts payable. Subsequent to initial recognition, it is
rebased over the period in which the consideration is payable, with
the unwinding of the discount being taken to the statement of
comprehensive income.
4. Critical accounting judgements and key sources of estimation
and uncertainty
The preparation of financial statements in accordance with IFRS
requires management to make judgements, estimates and assumptions
that affect the application of accounting policies and the reported
amounts of assets, liabilities, income and expenses. Actual results
may differ from these estimates.
Estimates and judgements are continually evaluated and are based
on historical experience and other factors, including reasonable
expectations of future events. The estimates and judgements that
have a significant risk of causing a material adjustment to the
carrying amounts of assets and liabilities within the next
financial year are discussed below:
Amortisation and impairment of non-financial assets
As noted above, the Group estimates the useful economic lives of
intangible assets, in order to calculate the appropriate
amortisation charge. This is done by the Directors using their
knowledge of the markets and business conditions that generated the
asset, together with their judgement of how these will change in
the foreseeable future.
Where an indicator of impairment exists, value in use
calculations are performed to determine the appropriate carrying
value of the asset. The value in use calculation requires the
Directors to estimate the future cash flows expected to arise for
the CGU and a suitable discount rate in order to calculate present
value. Where the actual future cash flows are less than expected, a
material impairment loss may arise (see note 16).
Goodwill is subject to an annual impairment review which is
performed by comparing the balance value with the recoverable
amount of the asset or it's CGU. The recoverable amount is the
higher of the value in use and fair value to sell less costs.
Investments in subsidiaries
Where an indicator of impairment exists, management uses its
judgement to assess the carrying value of the asset by determining
the fair value by independent assessment of the carrying value of
the business units and by comparative analysis against other
similar businesses in the peer group. The carrying value of
investments in subsidiaries at 31 March 2022 was GBP26.4m (FY21:
GBP26.4m) (see note 17).
Investments
Included in investments are unlisted shares totalling a value of
GBP701k. Judgement has been applied to the value of these shares
based on recent transactions around the year end 31 March 2022. If
the share price were to change by 2% the value of this investment
would change by GBP7k. Further details are provided in note 23.
Warrants
Included in non-current investments are warrants valued at the
estimated fair value at the reporting date. These values are
obtained by applying an appropriate valuation model for which most
of the inputs are based on contracts and external sources.
Therefore no reasonable change in assumptions would lead to a
material change in the fair value.
Deferred consideration
As described in note 26, the Group has a deferred consideration
balance in respect of the acquisition in December 2020 of Harpsden
Wealth Management Limited. The expected future payment is
recognised at its fair value, this being the estimate of future
payments due. This has been discounted to present value using an
estimated discount rate of 13.5% (2021: 13.5%).
5. Segment information
The Group has two principal operating segments, Wealth
Management (WM) and Capital Markets (CM) and a number of minor
operating segments that have been aggregated into one operating
segment.
WM offers investment management advice and services to
individuals and contains our Wealth Planning business, giving
advice on and acting as intermediary for a range of financial
products. CM provides corporate finance and corporate broking
advice and services to companies and acts as Nominated Adviser
(Nomad) to clients traded on the AIM and contains our Institutional
Sales and Research business, which carries out stockbroking
activities on behalf of companies as well as conducting research
into markets of interest to its clients.
Both divisions are located in the UK. Each reportable segment
has a segment manager who is directly accountable to, and maintains
regular contact with, the Chief Executive Officer.
No customer represents more than ten percent of the Group's
revenue (FY21: nil).
The majority of the Group's revenue originates within the UK
with a non-material element originating overseas in the Isle of Man
which has been included in "Other Group companies" for the prior
period of the year up until the sale of the IoM entity in August
2020.
The following tables represent revenue and cost information for
the Group's business segments:
Wealth Capital Group Group
Management Markets and consolidation
Year ended 31 March 2022 adjustments
GBP'000 GBP'000 GBP'000 GBP'000
----------------------------------------- ------------ --------- ------------------- ---------
Revenue 15,837 16,198 - 32,035
Direct costs (13,072) (12,475) - (25,547)
------------ --------- -------------------
Contribution 2,765 3,723 - 6,488
Indirect costs (3,013) (1,427) (651) (5,091)
Underlying profit/(loss) before
tax (248) 2,296 (651) 1,397
Acquisition related costs (446) - - (446)
Amortisation of acquired brand
and client relationships (505) - - (505)
Changes in fair value and finance
cost of deferred consideration (416) - - (416)
Restructuring costs (478) (357) - (835)
Net changes in the value of non-current
investment assets - 813 - 813
Profit/(loss) before tax (2,093) 2,752 (651) 8
Tax 67 - - 67
Profit/(loss) for the year (2,026) 2,752 (651) 75
----------------------------------------- ------------ --------- ------------------- ---------
Wealth Management Capital Group
Year ended 31 March 2022 Markets
GBP'000 GBP'000 GBP'000
---------------------------------------- ------------------ --------- --------
Statutory operating costs included the
following:
Amortisation 505 - 505
Depreciation 199 90 289
---------------------------------------- ------------------ --------- --------
Wealth Management Capital Group and Less Discontinued Group
Year ended 31 March Markets consolidation Operations (continuing
2021 adjustments operations)
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
--------------------------- ------------------ --------- --------------- ------------------ ---------------
Revenue 13,291 15,467 467 (484) 28,741
Direct costs (10,271) (11,120) (569) 570 (21,390)
------------------ --------- --------------- ------------------
Contribution 3,020 4,347 (102) 86 7,351
Indirect costs (3,099) (1,312) (1,459) - (5,870)
Underlying profit/(loss)
before tax (79) 3,035 (1,561) 86 1,481
Acquisition related
costs (465) (465)
Amortisation of acquired
client relationships (219) - - - (219)
Dual running operating
platform costs (35) - - - (35)
Restructuring costs (91) (38) - - (129)
Net changes in the value
of non-current investment
assets 414 - - 414
Profit/(loss) before
tax (889) 3,411 (1,561) 86 1,047
Tax 2 - 190 - 192
Profit/(loss) for the
year (887) 3,411 (1,371) 86 1,239
--------------------------- ------------------ --------- --------------- ------------------ -------------
Wealth Capital Group and Less Discontinued Group
Management Markets consolidation Operations (continuing
Year ended 31 March 2021 adjustments operations)
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
--------------------------- ------------ --------- --------------- ------------------ -------------
Statutory operating costs
included the following:
Amortisation 219 - - - 219
Depreciation 381 140 6 (6) 521
--------------------------- ------------ --------- --------------- ------------------ -------------
Segment assets and segment liabilities are reviewed by the Chief
Executive Officer based on the consolidated statement of financial
position. Accordingly, this information is replicated in the Group
Consolidated statement of financial position. As no measure of
assets or liabilities for individual segments is reviewed regularly
by the Chief Executive Officer, no disclosure of total assets or
liabilities has been made.
The accounting policies of the operating segments are the same
as those described in the summary of significant accounting
policies.
Revenue disaggregated by division and timing of recognition
below:
Wealth Capital Group and
Management Markets consolidation
Year ended 31 March 2022 adjustments Group
GBP'000 GBP'000 GBP'000 GBP'000
-------------------------- ------------ --------- --------------- --------
Point in time 2,443 12,429 - 14,872
Over time 13,394 3,769 - 17,163
15,837 16,198 - 32,035
-------------------------- ------------ --------- --------------- --------
Wealth Capital Group Less Discontinued Group
Management Markets and consolidation Operations (continuing
Year ended 31 March 2021 adjustments operations)
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
-------------------------- ------------ --------- ------------------- ------------------ -------------
Point in time 3,419 11,786 35 (53) 15,187
Over time 9,872 3,681 432 (431) 13,554
13,291 15,467 467 (484) 28,741
-------------------------- ------------ --------- ------------------- ------------------ -------------
The following movement of contract liabilities was recognised in
the year:
As at 31 Recognised Amounts As at 31
Mar 2021 in revenue deferred Mar 2022
Group GBP'000 GBP'000 GBP'000 GBP'000
---------------------- ---------- ------------ ---------- ----------
Contract liabilities 372 (372) 39 39
---------------------- ---------- ------------ ---------- ----------
Contract liabilities relate to deferred recognition of retainer
fees invoices quarterly. During the year the billing period was
aligned to the financial year quarters causing a reduction in
contract liabilities at the year end 31 March 2022.
Year ended Year ended
31 Mar 2022 31 Mar 2021
Group GBP'000 GBP'000
------------ ------------
Operating (loss)/profit is stated after charging/(crediting):
Depreciation of property, plant and equipment (note
13) 289 521
Amortisation of intangibles (note 16) 505 219
Short term and low value leases 59 -
IFRS 16 depreciation (note 19) 435 502
Employee benefit expense (note 7) 21,300 19,260
Restructuring and non-recurring legal and regulatory
costs 1,191 616
Other administrative expenses 9,083 7,097
Auditors' remuneration:
Audit of these financial statements 50 52
Amounts payable to the principal auditors and their
associates in respect of:
- audit of financial statements of subsidiaries
pursuant to legislation 95 106
- audit related assurance services 55 17
33,062 28,390
Expected credit loss (note 22) 81 28
Total 33,143 28,418
--------------------------------------------------------------- ------------ ------------
O ther administrative expenses are incurred in the ordinary
course of the business and do not include any non-recurring
items.
7. Employee benefit expense
The Group claimed GBP7k of grants during the year (FY21:
GBP180k) from the UK Government through the Coronavirus Job
Retention Scheme. No staff remained on furlough from 30 June
2021.
Non-salaried staff are commission-only brokers and therefore do
not receive a salary.
Year ended Year ended
31 Mar 2022 31 Mar 2021
Group GBP'000 GBP'000
------------ ------------
Wages and salaries 12,139 9,162
Bonuses 2,148 3,801
Social security costs 1,975 1,634
Other pension costs 508 401
16,770 14,998
Non salaried staff 4,895 4,301
Other administrative expenses 21,665 19,299
Charge for share options granted to employees (note
32) 470 90
Less amounts included within Restructuring and
non-recurring costs (835) (129)
21,300 19,260
----------------------------------------------------- ------------ ------------
Year ended Year ended
31 Mar 2022 31 Mar 2021
Company GBP'000 GBP'000
----------------------------------------------------- ------------ ------------
Wages and salaries 260 167
The average number of persons (including Directors) employed
during the year was:
Year ended Year ended
Group 31 Mar 2022 31 Mar 2021
Executive and senior management 8 8
Corporate Broking 42 35
Wealth Management 75 64
Support staff 26 24
Salaried staff 151 131
Non salaried staff 7 8
Total 158 139
----------------------------------------------------- ------------ ------------
Year ended Year ended
Company 31 Mar 2022 31 Mar 2021
----------------------------------------------------- ------------ ------------
Executive and senior management 4 5
----------------------------------------------------- ------------ ------------
The total amount paid to Directors in the period, including
social security costs was GBP1.6m (FY21: GBP1.0m). Full details of
Directors' remuneration, including that of the highest paid
Director, are disclosed in the Remuneration Report.
8. Finance income and expense
Year ended Year ended
31 Mar 2022 31 Mar 2021
Group GBP'000 GBP'000
------------ ------------
Bank interest receivable 1 2
Finance income 1 2
--------------------------------------------------- ------------ ------------
-
Interest payable on lease liabilities 93 95
Fair value and present value discount of deferred 416 -
consideration (see note 26)
Other interest 2 1
Finance expense 511 96
--------------------------------------------------- ------------ ------------
9. Taxation
Year ended Year ended
31 Mar 2022 31 Mar 2021
Group GBP'000 GBP'000
------------ ------------
Current tax expense:
United Kingdom corporation tax at 19% (FY21: 19%) - -
Total current tax - -
---------------------------------------------------- ------------ ------------
Deferred tax credit (note 21):
Current year (67) (192)
Effect of change in tax rate - -
Total deferred tax (67) (192)
---------------------------------------------------- ------------ ------------
Total tax in the statement of comprehensive income (67) (192)
---------------------------------------------------- ------------ ------------
The tax credit for the year and the amount calculated by
applying the standard United Kingdom corporation tax rate of 19%
(FY21: 19%) to profit before tax can be reconciled as follows:
Year ended Year ended
31 Mar 2022 31 Mar 2021
Group GBP'000 GBP'000
------------ ------------
Profit before tax 8 1,047
---------------------------------------------------- ------------ ------------
Tax expense using the United Kingdom corporation
tax rate of 19% (FY21: 19%) 2 199
Other expenses not tax deductible 183 4,845
Income not chargeable to tax (6) (4,753)
Movement in unrecognised deferred tax (246) (522)
Difference in overseas tax rates - 39
Total tax credit in the statement of comprehensive
income (67) (192)
---------------------------------------------------- ------------ ------------
10. Discontinued operations and assets & liabilities held
for sale
2021 - Disposal of WH Ireland (IOM) Limited
The Group announced its intention to sell its subsidiary WH
Ireland (IOM) Limited on 29 June 2020, and the sale subsequently
completed on 21 August 2020. In accordance with IFRS 5 non-current
assets held for sale and discontinued operations, the results for
WH Ireland (IOM) Limited were included in discontinued operations
in the prior period; its assets and liabilities were classified as
held for sale and recorded at the lower of the carrying value and
fair value less costs to sell. The associated assets and liability
were therefore presented as held for sale in the prior year's
financial statements.
Financial performance and cash flow information
Year ended
31 Mar
2021
GBP'000
-----------
Revenue 484
Administrative expenses (433)
Operating profit 51
Loss on disposal of discontinued
operations (137)
Finance income -
Finance expense -
-------------------------------------
(Loss) before tax (86)
Tax -
------------------------------------- -----------
(Loss) from discontinued operations (86)
Year ended
31 Mar 2021
GBP'000
Net cash generated from operations 163
Net cash generated from investing activities 1
Net cash used in financing activities (997)
Net decrease in cash and cash equivalents (833)
----------------------------------------------- ------------
Assets and liabilities of disposal group classified as held for
sale
The assets and liabilities relating to WH Ireland (IOM) Limited
were reclassified as held for sale at 31 March 2020. As at 31 March
2021, these were all nil values as the sale of WH Ireland (IOM)
Limited completed on 21 August 2020.
11. Dividend
No dividend is proposed in respect of 2022 (FY21: none).
12. Earnings per share
Basic EPS is calculated by dividing the profit or loss
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 (note 29).
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. In a year when the Company
presents positive earnings attributable to ordinary shareholders,
anti-dilutive 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
31 Mar 2022 31 Mar 2021*
Group
------------ -------------
Weighted average number of shares in issue during
the period 59,692 50,249
Effect of dilutive share options 1,190 683
(thousands)
60,882 50,932
----------------------------------------------------------- ------------ -------------
From continuing operations
----------------------------------------------------------- ------------ -------------
Profit for the year attributable to ordinary shareholders
(GBP'000) 75 1,239
----------------------------------------------------------- ------------ -------------
Basic 0.13p 2.47p
Diluted 0.12p 2.43p
From discontinued operations
----------------------------------------------------------- ------------ -------------
Loss for the year attributable to ordinary shareholders
(GBP'000) - (86)
----------------------------------------------------------- ------------ -------------
Basic - (0.17p)
Diluted - -
Total
----------------------------------------------------------- ------------ -------------
Profit for the year attributable to ordinary shareholders
(GBP'000) 75 1,153
----------------------------------------------------------- ------------ -------------
Basic 0.13p 2.30p
Diluted 0.12p 2.26p
----------------------------------------------------------- ------------ -------------
*The comparative dilutive share options have been restated,
further details can be found in note 3.
13. Property, plant and equipment
Group Company
---------------------- -------------
Computers, Computers,
fixtures and fittings fixtures and
fittings
GBP'000 GBP'000
----------------------------- ---------------------- -------------
Cost
At 31 March 2020 5,444 33
Additions 201 -
At 31 March 2021 5,645 33
Additions 103 4
At 31 March 2022 5,748 37
----------------------------- ---------------------- -------------
-
Depreciation and impairment
At 31 March 2020 4,613 33
Depreciation charge 521 -
At 31 March 2021 5,134 33
Depreciation charge 289 -
At 31 March 2022 5,423 33
----------------------------- ---------------------- -------------
-
Net book values
At 31 March 2022 325 4
---------------------- -------------
At 31 March 2021 511 -
----------------------------- ---------------------- -------------
14. Business Combinations
2021 - Acquisition of Harpsden Wealth Management Limited
On 22 December 2020, WH Ireland Group Plc acquired Harpsden
Wealth Management Limited (Harpsden) for a total consideration of
GBP7.4m.
The fair value of the assets and liabilities of Harpsden as at
the date of acquisition are as per the table below:
Book value Adjustments Fair value
GBP'000 GBP'000 GBP'000
Net Assets at date of
acquisition:
Intangible assets - 4,225 4,225
Tangible assets 13 - 13
Debtors 309 - 309
Cash 671 - 671
Creditors (523) - (523)
Deferred tax liability - (803) (803)
------------------------------------- ------------ ------------ -----------
Net assets acquired 470 3,422 3,892
Goodwill arising on acquisition 3,539
------------------------------------- ------------ ------------ -----------
Total 7,431
------------------------------------- ------------ ------------ -----------
Discharged by:
------------------------------------- ------------ ------------ -----------
Initial cash consideration 5,300
Deferred consideration
payable 2,585
Effect of discounting of deferred consideration (589)
Costs associated with
acquisition 135
------------------------------------- ------------ ------------ -----------
Total 7,431
------------------------------------- ------------ ------------ -----------
In the period from acquisition to 31 March 2021, the Harpsden
acquisition earned revenue of GBP782k and statutory profit before
tax of GBP125k.
15. Goodwill
Goodwill acquired in a business combination is allocated to a
cash generating unit (CGU) that will benefit from that business
combination.
The carrying amount of goodwill acquired in the acquisition of
Harpsden Wealth Management is set out below:
Year ended Year ended
31 Mar 2022 31 Mar 2021
Group GBP'000 GBP'000
------------ ------------
Beginning of year 3,539 -
Acquisition of subsidiaries - 3,539
End of year 3,539 3,539
----------------------------- ------------ ------------
Goodwill is assessed annually for impairment and the
recoverability has been assessed at 31 January 2022 by comparing
the carrying value of the CGU to which the goodwill is allocated
against its recoverable amount. The recoverable amount is the
higher of the CGU's fair value less cost to sell and the value in
use. The value in use has been calculated using pre-tax discounted
cash flow projections based on the most recent budgets and
forecasts approved by the board of directors.
The projections cover a five year period and a terminal multiple
has been applied to the cashflows extrapolating the projections
consistent with the assumed indefinite useful life of the
goodwill.
The Harpsden CGU recoverable amount was calculated as GBP10.94m,
indicating that there is no impairment. The main underlying
assumptions used in the calculations are the pre-tax discount rate,
the short term growth in revenue and expenditure and the long term
growth rate to perpetuity. The revenue growth used in the cash flow
forecast is based on the AUM forecasts multiplied by the relevant
yields. AUM forecasted growth ranges from 5% to 13%. Cash outflows
have been estimated at 5% annual increase where no other
significant growth has been forecasted. A pre-tax discount rate of
14.7% has been used. This is based on the Group's assessment of the
risk-free rate of interest and specific risks relating to Harpsden.
A 2% long-term growth rate has been applied, which is prudent when
compared against the growth rates used in the forecast calculations
for the first five years.
Sensitivity analysis has been performed and no impairment would
arise if either of the following occurred:
-- An increase in pre-tax discount rate from 14.7% to 16.7%
-- A fall in perpetuity growth rate from 2% to -3%
-- No AUM growth in the first year of the forecast
An impairment would arise if there was no increase in AUM over
the five year forecast and the subsequent terminal growth was
0%.
16. Intangible assets
Client relationships arise when the group acquires a broker
business with an existing client base. The assets below represent
the fair value of future benefits arising from these client
relationships. Amortisation of client relationships is charged to
administrative expenses in the consolidated statement of
comprehensive income on a straight line basis over the estimated
useful lives (2 to 12 years). No impairment indicators were present
for the acquired client relationship contracts.
Client
relationships Brand Total
Group GBP'000 GBP'000 GBP'000
Cost
At 31 March 2020 4,581 - 4,581
Additions 4,150 75 4,225
At 31 March 2021 8,731 75 8,806
Additions - - -
At 31 March 2022 8,731 75 8,806
--------------------- -------------- -------- --------
Amortisation
At 31 March 2020 3,823 - 3,823
Charge for the year 210 9 219
At 31 March 2021 4,033 9 4,042
Charge for the year 467 38 505
At 31 March 2022 4,500 47 4,547
--------------------- -------------- -------- --------
Net book values
At 31 March 2022 4,231 28 4,259
At 31 March 2021 4,698 66 4,764
--------------------- -------------- -------- --------
During the year ended 31 March 2021, the group acquired client
relationships totalling GBP4.2m as part of the Harpsden acquisition
(note 14) and at the year ending 31 March 2022 the net book value
was GBP3.72m and remaining useful economic life of 9 years. An
intangible asset was also recognised representing the Harpsden
brand totalling GBP75k and at the year ending 31 March 2022 the net
book value was GBP28k and remaining useful economic life of 1
year.
An intangible asset was recognised relating to the client
relationships brought in by Robert Race when he joined the group.
At the year ended 31 March 2022 the net book value was GBP489k and
remaining useful economic life of 4 years.
The company did not have any intangible assets either at 31
March 2022 or 31 March 2021.
17. Subsidiaries
Year ended Year ended
31 Mar 2022 31 Mar 2021
Company GBP'000 GBP'000
------------ ------------
Beginning of year 26,448 19,298
Additions - 7,433
Disposals - (283)
End of year 26,448 26,448
------------------- ------------ ------------
Investments in subsidiaries are stated at cost less
impairment.
During the financial year the Group raised GBPNil (FY21:
GBP5.3m) by way of placings to existing and new shareholders. In
the prior year the Group used the placings to fund the purchase of
Harpsden Wealth Management Limited.
The Company's subsidiaries, all of which are included in the
consolidated financial statements, are presented below:
Proportion Proportion
Country of Principal Class held by held by
Subsidiary incorporation activity of shares Group Company
England &
WH Ireland Limited Wales WM and CIB Ordinary 100% 100%
Harpsden Wealth Management England &
Limited Wales WM Ordinary 100% 100%
WH Ireland (Financial England &
Services) Limited Wales Dormant Ordinary 100% -
England &
Readycount Limited Wales Dormant Ordinary 100% 100%
Stockholm Investments England &
Limited Wales Dormant Ordinary 100% 100%
ARE Business and Professional England &
Limited Wales Dormant Ordinary 100% -
SRS Business and Professional England &
Limited Wales Dormant Ordinary 100% -
WH Ireland Nominees England &
Limited Wales Nominee Ordinary 100% -
WH Ireland Trustee England &
Limited Wales Trustee Ordinary 100% -
England &
Fitel Nominees Limited Wales Nominee Ordinary 100% -
------------------------------- ---------------- ------------ ------------ ----------- -----------
The registered office of Harpsden Wealth Management Limited is
Newtown House, Newtown Road, Henley-on-Thames, Oxfordshire RG9
1HG.
The registered office of all other companies listed above is 24
Martin Lane, London, EC4R 0DR.
The following dormant subsidiaries are guaranteed by the Company
and therefore take advantage of the Companies Act (2006) in
obtaining exemption from an individual audit:
Country of Company registration
Subsidiary incorporation number
WH Ireland (Financial Services)
Limited England & Wales 4279349
Readycount Limited England & Wales 3164863
Stockholm Investments Limited England & Wales 4215675
ARE Business and Professional
Limited England & Wales 3681185
SRS Business and Professional
Limited England & Wales 4238969
WH Ireland Nominees Limited England & Wales 2908691
WH Ireland Trustee Limited England & Wales 3559373
Fitel Nominees Limited England & Wales 1401140
--------------------------------- ----------------- ---------------------
18. Investments
Group
Quoted Unquoted Total
Financial assets at fair value through GBP'000 GBP'000 GBP'000
profit or loss
--------- ----------- ---------
At 31 March 2021 - 48 48
----------------------------------------
At 31 March 2022 - 48 48
---------------------------------------- --------- ----------- ---------
Quoted Warrants* Total
Other financial assets at fair value GBP'000 GBP'000 GBP'000
through profit or loss
--------- ----------- ---------
At 31 March 2020 1 229 230
Additions* - 823 823
Fair value gain* - 46 46
Disposals* - (48) (48)
At 31 March 2021 1 1,050 1,051
Additions - 850 850
Fair value gain - 1,072 1,072
Disposals - (8) (8)
At 31 March 2022 1 2,964 2,965
---------------------------------------- --------- ----------- ---------
Total investments at 31 March 2022 1 3,012 3,013
Total investments at 31 March 2021 1 1,098 1,099
---------------------------------------- --------- ----------- ---------
* The comparative additions and fair value gain have been
restated. Further details can be found in note 3 of these financial
statements
Financial assets at fair value through profit or loss include
equity investments other than those in subsidiary undertakings.
These are measured at fair value with fair value gains and losses
recognised through profit and loss.
Other investments, in the main, comprise financial assets
designated as fair value through profit or loss and include
warrants and equity investments.
Warrants may be received during the ordinary course of business
and are designated as fair value through profit or loss. There is
no cash consideration associated with the acquisition.
Fair value, in the case of quoted investments, represents the
bid price at the reporting year end date. In the case of unquoted
investments, the fair value is estimated by reference to recent
arm's length transactions. The fair value of warrants is estimated
using established valuation models.
The fair value of the warrants was determined using the Black
Scholes model and grouped within level 3 with fair value
measurements derived from formal valuation techniques (see note
27). The key inputs into this calculation are the share price as at
31 March 2022, exercise price, risk free interest rate and
volatility which is based on the share price movements during the
period 1 December 2021 to 31 March 2022.
Included in non-operational income is the fair value gain
totalling GBP1,072k (2021: GBP46k).
Year ended Year ended
31 Mar 2022 31 Mar
2021*
Net gains on investing activities ref GBP'000 GBP'000
----------------------------------------------------------------------------------- ---- ------------ -----------
Fair value gain on warrants 1,072 46
Fair value gain on investments 23 554 772
*The comparative information for the year end 31 March 2021 has been restated
to reflect the correct net gains on investment from revenue, further details
can be found in note 3 of these financial statements.
Total net gain on investing activities 1,626 818
----------------------------------------------------------------------------------- ---- ------------ -----------
19. Right of use asset & lease liability
Leasehold
Properties
GBP'000
Cost
At 31 March 2020 3,036
Adjustment for deferred rent
invoices (50)
Correction of calculation of
right of use asset (319)
At 31 March 2021 2,667
Additions -
At 31 March 2022 2,667
------------------------------ ------------
Depreciation and impairment
At 31 March 2020 562
Charge for the year 502
At 31 March 2021 1,064
Charge for the year 435
At 31 March 2022 1,499
------------------------------
Net book values
At 31 March 2022 1,168
At 31 March 2021 1,603
------------------------------ ------------
Maturity of discounted lease payments in relation to
non-cancellable leases
The table below represents the minimum lease payments in
relation to non-cancellable leases where the group is a lessee:
Group
Payable after
Payable within Payable in more than Total contractual
1 year 2 to 5 years 5 years payments
Group GBP'000 GBP'000 GBP'000 GBP'000
--------------- -------------- -------------- ------------------
2022 376 956 43 1,375
--------------- -------------- -------------- ------------------
2021 552 1,295 211 2,058
------ --------------- -------------- -------------- ------------------
The following represents the lease expense in relation to leases
which is recognised in the statement of comprehensive income:
Year ended Year ended
31 Mar 2022 31 Mar 2021
Group GBP'000 GBP'000
------------ ------------
Depreciation of right of use asset 435 502
Interest charge 85 95
Total charge 520 597
------------------------------------ ------------ ------------
Nature of leases
The Group leases a number of properties in the jurisdictions it
operates.
These leases are usually for a fixed term although the Group
sometimes negotiates break clauses in its leases. On a case-by-case
basis, the Group will consider whether the absence of a break
clause would expose the group to excessive risk. Typically factors
considered in deciding to negotiate a break clause include:
-- the length of the lease term;
-- the economic stability of the environment in which the property is located; and
-- whether the location represents a new area of operations for the Group
As at 31 March 2022, the carrying amounts of the lease
liabilities are not reduced by the amounts that would not be paid
as a result of exercising the break clauses because the Group does
not anticipate to exercise its rights to the break clauses.
The total cash outflow for leases, including short-term leases,
in the year ending 31 March 2022 was GBP827k (FY21: GBP898k)
Payments associated with short-term leases and all leases of
low-value assets are recognised on a straight-line basis in
administrative expenses. Short-term leases are leases with a lease
term of 12 months or less without a purchase option.
The Company did not have any right of use assets or lease
liabilities either at 31 March 2022 or 31 March 2021.
20. Subordinated loan
Year ended Year ended
31 Mar 2022 31 Mar 2021
Company GBP'000 GBP'000
------------- ------------
Beginning of year - 985
Disposals - (985)
End of year - -
------------------- ------------- ------------
This interest-free, subordinated loan was originally issued to
WH Ireland (IOM) Limited on 31 March 2014 and was increased in line
with the needs of the subsidiary. As part of the agreement for the
sale of WH Ireland (IOM) Limited, announced on 29 June 2020, the
subordinated loan was repaid on completion, 21 August 2020.
Accordingly, the loan was classified as a current asset in the
prior year. The impact of applying IFRS 9 has been considered and
probability of default was assessed and consequently, it was
determined that the expected credit loss is nil.
21. Deferred tax assets and liabilities
Deferred tax is provided for temporary differences, at the
reporting year end date, between the tax bases of assets and
liabilities and their carrying amounts for financial reporting
purposes using a tax rate of 19% (FY21: 19%). A deferred tax asset
is recognised for all deductible temporary differences and
unutilised tax losses only to the extent that it is probable that
future taxable profits will be available against which the assets
can be utilised. Deferred tax assets are reduced to the extent that
it is no longer probable that the related tax benefit will be
realised.
A net deferred tax liability has been recognised in the
year:
Year ended Year ended
31 Mar 2022 31 Mar 2021
Group GBP'000 GBP'000
------------ -----------------------------------
Tax losses 190 190
Intangible acquired on business combinations (736) (803)
Other 4 4
Deferred tax liability (542) (609)
---------------------------------------------- ------------ -----------------------------------
The change in deferred tax assets and liabilities during the
year was as follows:
Trading losses
carried forward Total
Group GBP'000 GBP'000
--------------------- ---------
Deferred tax asset
As at 1 April 2020 190 190
Charge to the Consolidated statement - -
of comprehensive income
As at 31 March 2021 190 190
As at 31 March 2022 190 190
----------------------------------------------- --------------------- ---------
The carrying amount of the deferred tax asset is reviewed at each reporting
date and is only recognised to the extent that it is probable that future
taxable profits of the Group will allow the asset to be recovered.
Intangible asset
amortisation Total
Group GBP'000 GBP'000
--------------------- ---------
Deferred tax liabilities
As at 1 April 2020 - -
Adjustment on acquisition of business
combination 803 803
Other (4) (4)
As at 31 March 2021 799 799
Credit to the Consolidated statement
of comprehensive income (67) (67)
As at 31 March 2022 732 732
----------------------------------------------- --------------------- ---------
The unrecognised tax losses and fixed asset timing differences
amount to GBP13.4m (FY21: GBP16.0m).
The Company had no deferred tax balances either at 31 March 2022
or 31 March 2021.
22. Trade and other receivables
Group Company
31 Mar 31 Mar 2021 31 Mar 31 Mar
2022 2022 2021
GBP'000 GBP'000 GBP'000 GBP'000
-------- ------------ -------- --------
Trade receivables 751 1,322 - -
Other receivables 893 1,065 95 47
Accrued income 3,079 2,139 - -
Prepayments 1,035 630 18 9
5,758 5,156 113 56
------------------- -------- ------------ -------- --------
The carrying value of trade and other receivable balances are
denominated fully in British pounds (FY21: 100%).
Accrued income relates to management fee accruals. Management
fees are accrued on a monthly basis and reconciled to fees
collected quarterly. Consideration to IFRS 9 has been made and it
has been determined that there is a low probability of default and
therefore the expected credit loss is not material.
The impact of applying IFRS 9 to intercompany balances for the
Company has been considered and probability of default was assessed
and consequently, it was determined that the expected credit loss
is not material.
Fees and charges owed by clients are generally considered to be
past due where they remain unpaid five working days after the
relevant billing date. At 31 March 2022, trade receivables (net of
provisions for impairment and doubtful debts) comprised of the
following:
Group Company
31 Mar 31 Mar 2021 31 Mar 31 Mar
2022 2022 2021
GBP'000 GBP'000 GBP'000 GBP'000
----------------------------- --------- ------------ --------- ---------
Not past due 194 496 - -
Up to 5 days due 9 - - -
from 6 to 15 days past due 219 42 - -
From 16 to 30 days past due 1 148 - -
From 31 to 45 days past due 113 68 - -
More than 45 days past due 215 568 - -
751 1,322 - -
----------------------------- --------- ------------ --------- ---------
Included in aged receivables more than 45 days past due is the
provisions for impairment of GBP502k (FY21: GBP421k).
Trade receivables are largely amounts due from retainer clients,
who are invoiced on a quarterly basis in advance. The Group's
policy is to allow 30 days for payment. Consequently, these
receivables have no significant financing component and the Group
have applied the simplified approach in line with IFRS 9.
Calculation of loss allowances are measured at an amount equal to
lifetime expected credit losses (ECLs). The approach taken by the
Group in arriving at the expected credit loss is as follows:
Step 1: The Group have determined the appropriate brackets by
grouping each trade receivables based on the ageing structure.
Step 2: Having determined the appropriate groupings, a
historical loss rate (adjusted for forward looking information) was
calculated for each age bracket by reviewing the pattern of payment
of trade receivables over the past 12 months.
Step 3: This historical loss rate (adjusted for forward looking
information) has been applied to each ageing bracket of trade
receivables as at the balance sheet date to arrive at an expected
credit loss for each grouping. All trade receivables over 365 days
have a 100% historical loss rate loss applied to them.
Based on the above, the group recognised an expected credit loss
of GBP81k (FY21: GBP28k expected credit loss).
The maximum exposure to credit risk, before any collateral held
as security, is the carrying value of each class of receivable set
out above.
The Directors consider that the carrying amounts of trade and
other receivables approximate their fair value.
Movements in impairment provisions were as follows:
Group Company
----------------------- --------------------
31 Mar 31 Mar 2021 31 Mar 31 Mar
2022 2022 2021
GBP'000 GBP'000 GBP'000 GBP'000
--------------------------------- --------- ------------ --------- ---------
Opening balance 421 458 - -
Amount released from provision
due to recovery (57) (57) - -
Amounts written off, previously - (65) - -
fully provided
Amount charged to the statement
of comprehensive income 138 85 - -
Closing balance 502 421 - -
--------------------------------- --------- ------------ --------- ---------
23. Other investments
Group Company
31 Mar 2022 31 Mar 31 Mar 31 Mar 2021
2021 2022
GBP'000 GBP'000 GBP'000 GBP'000
Current asset investment 1,490 962 - -
Restricted cash 422 1,528 - -
Total 1,912 2,490 - -
-------------------------- ------------ -------- -------- ------------
Current asset investments represent short-term principal
positions in the form of listed and unquoted investments which are
held at market value.
Included in current asset investments are unquoted investments
totalling a value of GBP701k. Judgement has been applied to the
value of these shares based on recent transactions around the year
end 31 March 2022. If the share price were to change by 2% the
value of this investment would change by GBP7k.
Restricted cash represents monies held by the Group which have
some restrictions on their conversion to cash.
Included in non-operational income is the fair value gain and
the sale of investments. Further details can be found in note
18.
24. Cash and cash equivalents
Group Company
31 Mar 2022 31 Mar 2021 31 Mar 31 Mar 2021
2022
GBP'000 GBP'000 GBP'000 GBP'000
------------ ------------ -------- ------------
Cash and cash equivalents 6,446 8,211 1,246 1,246
--------------------------- ------------ ------------ -------- ------------
For the purposes of the cash flow statement, cash and cash
equivalents comprise cash in hand and deposits with banks and
financial institutions with a maturity of up to three months.
Cash and cash equivalents represent the Group's and the
Company's money and money held for settlement of outstanding
transactions.
Money held on behalf of clients is not included in cash and cash
equivalents on the statement of financial position. Client money at
31 March 2022 for the Group was GBP366k (FY21: GBP401k). There is
no client money held in the Company (FY21: GBPnil).
25. Trade and other payables
Group Company
31 Mar 2022 31 Mar 2021 31 Mar 31 Mar 2021
2022
GBP'000 GBP'000 GBP'000 GBP'000
------------ ------------ -------- ------------
Trade payables 2,963 1,897 84 35
Amounts due to Group companies - - 2,194 2,824
Other payables 319 618 - -
Tax and social security 886 662 - -
Deferred income 39 372 1 1
Accruals 2,474 4,074 78 100
6,681 7,623 2,357 2,960
-------------------------------- ------------ ------------ -------- ------------
The Directors consider that the carrying amounts of trade and
other payables approximate their fair value.
Deferred income relates to retainer fees invoiced in advance and
spread over the length of the period, typically quarterly. The
balance at year end was fully recognised in the following financial
year.
Amounts due to Group companies are unsecured, interest free and
repayable on demand.
26. Deferred consideration
Group GBP'000
--------
At 31 March 2020 -
Additions during the year: 1,996
Paid during the year -
At 31 March 2021 1,996
Additions during the year: -
Charged to Statement of Comprehensive
Income 416
At 31 March 2022 2,412
--------------------------------------- --------
The increase in deferred consideration in the year ended 31
March 2022 represents the fair value adjustment and unwinding of
present value discount.
31 Mar 2022 31 Mar 2021
GBP'000 GBP'000
------------
Included in current liabilities 2,412 1,087
Included in non-current liabilities - 909
2,412 1,996
------------------------------------- ------------ ------------
Deferred consideration relates to the acquisition of Harpsden
and the maximum amounts payable over a two year period. The
following assumptions were made: revenue growth of 2%, attrition
rate of 3% for larger clients and 10% for smaller clients, discount
rate of 13.5%.
27. Financial risk management
The fair value of all of the Group's and the Company's financial
assets and liabilities approximated to their carrying value at the
reporting year end date. The carrying amount of non-current
financial instruments, including floating interest rate borrowing,
are not significantly different from the fair value of these
instruments based on discounted cash flows. The significant methods
and assumptions used in estimating fair values of financial
instruments are summarised below:
Financial assets at fair value through profit or loss
Financial assets at fair value through profit or loss include
equity investments, other than those in subsidiary undertakings. In
the case of listed investments, the fair value represents the
quoted bid price at the reporting period end date. The fair value
of unlisted investments is estimated by reference to recent arm's
length transactions.
Other investments
Other investments include warrants and equity investments,
categorised as fair value through profit or loss. In the case of
listed investments, the fair value represents the quoted bid price
at the reporting year end date. The fair value of unlisted
investments is estimated by reference to recent arm's length
transactions. In the case of warrants, the fair value is estimated
using established valuation models.
Trade receivables and payables
The carrying value less impairment provision of trade
receivables and payables is assumed to approximate to their fair
values due to their short-term nature.
Borrowings
Borrowings are measured at amortised cost using the effective
interest rate method. The tables below summarise the Group's main
financial instruments by financial asset type:
31 March 2022
Fair value
Amortised through profit
cost or loss Total
Group GBP'000 GBP'000 GBP'000
---------- ---------------- --------
Financial assets
Investments - 48 48
Other investments - 4,877 4,877
Trade and other receivables 4,723 - 4,723
Cash and cash equivalents 6,446 - 6,446
Financial liabilities
Trade and other payables 5,756 - 5,756
Lease liability 1,375 - 1,375
----------------------------- ---------- ---------------- --------
31 March 2021
Fair value
Amortised through profit
cost or loss Total
Group GBP'000 GBP'000 GBP'000
---------- ---------------- --------
Financial assets
Investments - 48 48
Other investments - 3,541 3,541
Trade and other receivables 4,526 - 4,526
Cash and cash equivalents 8,211 - 8,211
Financial liabilities
Trade and other payables 6,589 - 6,589
Lease Liability 2,058 - 2,058
----------------------------- ---------- ---------------- --------
The tables below summarise the Company's main financial
instruments by financial asset type:
31 March 2022
Fair value
Amortised through profit
cost or loss Total
Company GBP'000 GBP'000 GBP'000
---------- ---------------- --------
Financial assets
Trade and other receivables 95 - 95
Cash and cash equivalents 1,246 - 1,246
Financial liabilities
Trade and other payables 162 - 162
Group balances 2,194 - 2,194
----------------------------- ---------- ---------------- --------
31 March 2021
Fair value
Amortised through profit
cost or loss Total
Company GBP'000 GBP'000 GBP'000
---------- ---------------- --------
Financial assets
Trade and other receivables 47 - 47
Cash and cash equivalents 1,246 - 1,246
Financial liabilities
Trade and other payables 135 - 135
Group balances 2,824 - 2,824
----------------------------- ---------- ---------------- --------
Risks
The main risks arising from the Group's financial instruments
are credit risk, liquidity risk and market risk. Market risk
comprises, interest rate risk and other price risk. The Directors
review and agree policies for managing each of these risks which
are summarised below:
Credit risk
Credit risk is the risk that clients or other counterparties to
a financial instrument will cause a financial loss by failing to
meet their obligations. Credit risk relates, in the main, to the
Group's trading and investment activities and is the risk that
third parties fail to pay amounts as they fall due. Formal credit
procedures include approval of client limits, approval of material
trades, collateral in place for trading clients and chasing of
overdue accounts. Additionally, risk assessments are performed on
banks and custodians.
The maximum exposure to credit risk at the end of the reporting
period is equal to the statement of financial position figure. The
impairment policy can be found in note 22. There were no other past
due, impaired or unsecured debtors.
Financial assets that are neither past due nor impaired in
respect of trade receivables relate mainly to accrued management
fees.
The credit risk on liquid funds, cash and cash equivalents is
limited due to deposits being held at the Group's main bank with a
credit rating of "A", assigned by Standard and Poor's.
There has been no change to the Group's exposure to credit risk
or the manner in which it manages and measures the risk during the
period.
The credit risk in the Company principally comes from
intercompany balances and subordinated loan. Since these are all
within the Group, the Directors are able to closely monitor the
risk of default on a regular basis to minimise any potential
losses.
Liquidity risk
Liquidity risk is the risk that obligations associated with
financial liabilities will not be met. The Group monitors its risk
to a shortage of funds by considering the maturity of both its
financial investments and financial assets (for example, trade
receivables) and projected cash flows from operations.
The Group's objective is to maintain the continuity of funding
through the use of bank facilities where necessary, which are
reviewed annually with the Group's Banker, the Bank of Scotland.
Items considered are limits in place with counterparties which the
bank are required to guarantee, payment facility limits, as well as
the need for any additional borrowings.
The table below summarises the maturity profile of the Group's
financial liabilities based on contractual undiscounted
payments:
31 March 2022
Payable Payable Payable
within 1 in 2 to after more Total contractual
year 5 years than 5 years payments
Group GBP'000 GBP'000 GBP'000 GBP'000
---------- --------- -------------- ------------------
Trade and other payables 5,756 - - 5,756
Lease liability 568 1,032 31 1,631
Deferred consideration 2,500 - - 2,500
8,824 1,032 31 9,887
-------------------------- ---------- --------- -------------- ------------------
31 March 2021
Payable Payable Payable
within 1 in 2 to after more Total contractual
year 5 years than 5 years payments
Group GBP'000 GBP'000 GBP'000 GBP'000
---------- --------- -------------- ------------------
Trade and other payables 6,589 - - 6,589
Lease liability 634 1,425 206 2,265
Deferred consideration 1,250 1,250 - 2,500
8,473 2,675 206 11,354
-------------------------- ---------- --------- -------------- ------------------
The table below summarises the maturity profile of the Company's
financial liabilities based on contractual undiscounted
payments:
31 March 2022
Payable Payable Payable
within 1 in 2 to after more Total contractual
year 5 years than 5 years payments
Company GBP'000 GBP'000 GBP'000 GBP'000
-------------------------- ---------- --------- -------------- ------------------
Trade and other payables 162 - - 162
-------------------------- ---------- --------- -------------- ------------------
31 March 2021
Payable Payable Payable
within 1 in 2 to after more Total contractual
year 5 years than 5 years payments
Company GBP'000 GBP'000 GBP'000 GBP'000
-------------------------- ---------- --------- -------------- ------------------
Trade and other payables 135 - - 135
-------------------------- ---------- --------- -------------- ------------------
Market Risk
Interest rate risk
The Group's exposure to the risk of changes in market interest
rates relates to the Group's amount of interest receivable on cash
deposits. The maximum exposure for interest is not significant.
Other price risk
Other price risk is the risk that the fair value or future cash
flows of a financial instrument will fluctuate because of changes
in market prices (other than those arising from interest rate risk)
whether those changes are caused by factors specific to the
individual financial instrument or its issuer or factors affecting
all similar financial instruments traded in the market. Other
investments are recognised at fair value and subject to changes in
market prices.
The Group manages other price risk by monitoring the value of
its financial instruments on a monthly basis and reporting these to
the Directors and Senior Management. The Group has disposed of a
number of its investments during the course of the year, which has
helped mitigate risk. However, the risk of deterioration in prices
remains high whilst the market continues to be volatile.
The risk of future losses is limited to the fair value of
investments as at the year-end of GBP4,925k (FY21: GBP3,589k). See
note 18 and 23.
Fair value measurement recognised in the statement of financial
position
The following table provides an analysis of financial
instruments that are measured subsequent to initial recognition at
fair value, grouped into Levels 1 to 3 based on the degree to which
the fair value is observable:
-- Level 1 at fair value measurements are those derived from
quoted prices (unadjusted) in active markets for identical assets
and liabilities;
-- Level 2 fair value measurements are those derived from inputs
other than the quoted price included within Level 1 that are
observable for the asset or a liability, either directly (i.e. as
prices) or indirectly (i.e. derived from prices); and
-- Level 3 fair value measurements are those derived from formal
valuation techniques that include inputs for the asset or liability
that are not based on observable market data (unobservable inputs).
The valuation technique used in determining the fair value is the
Black Scholes model. The key inputs into this calculation are the
share price as at 31 March 2022, exercise price, risk free interest
rate and volatility which is based on the share price movements
during the period 1 December 2021 to 31 March 2022.
31 March 2022
Level 1 Level 2 Level 3 Total
GBP'000 GBP'000 GBP'000 GBP'000
-------- -------- -------- --------
Financial assets at fair value
through profit or loss
Unquoted equities 701 - 48 749
Financial instruments designated
at fair value through profit
or loss
Quoted equities - - 1 1
Other investments (note 18 &
23) 1,211 - 2,964 4,175
Deferred consideration - - (2,412) (2,412)
Total 1,912 - 601 2,513
---------------------------------- -------- -------- -------- --------
31 March 2021
Level 1 Level 2 Level 3 Total
GBP'000 GBP'000 GBP'000 GBP'000
-------- -------- -------- --------
Financial assets at fair value
through profit or loss
Unquoted equities - - 48 48
Financial instruments designated
at fair value through profit
or loss
Quoted equities - - - -
Other investments (note 18
& 23) 2,490 - 1,051 3,541
Deferred consideration - (1,996) (1,996)
Total 2,490 - (897) 1,593
---------------------------------- -------- -------- -------- --------
28. Capital management
The capital of the Group comprises share capital, share premium,
retained earnings and other reserves. The total capital at 31 March
2022 amounted to GBP15.4m for the Group (FY21: GBP15.1m) and
GBP23.9m for the Company (FY21: GBP23.4m). The primary objective of
the Group's capital management is to ensure that it maintains a
strong capital structure in order to support the development of its
business, to maximise shareholder value and to provide benefits for
its other stakeholders.
These objectives are met by managing the level of debt and
setting dividends paid to shareholders at a level appropriate to
the performance of the business.
Certain activities of the Group are regulated by the FCA which
is the statutory regulator for financial services business and has
responsibility for policy, monitoring and discipline for the
financial services industry. The FCA requires the Group's resources
to be adequate, that is, sufficient in terms of quantity, quality
and availability, in relation to its regulated activities.
The Group monitors capital on a daily basis by measuring
movements in the Group regulatory capital requirement and through
its Internal Capital Adequacy and Risk Assessment Process (ICARA),
which was formerly through its Internal Capital Adequacy Assessment
Process (ICAAP). Compliance with FCA minimum common equity tier 1
regulatory capital requirements was maintained during the year and
the Group is satisfied that there is and will be, sufficient
capital to meet these regulatory requirements for the foreseeable
future.
29. Share capital and share premium account
Number of Share Share
shares capital premium
GBP'000 GBP'000 GBP'000
-------------------------- ---------- -------- --------
As at 1 April 2020 48,699 2,435 14,314
Shares issued:
On placing 13,323 666 4,669
Balance at 31 March 2021 62,022 3,101 18,983
Shares issued:
On placing 64 3 31
Balance at 31 March 2022 62,086 3,104 19,014
-------------------------- ---------- -------- --------
At 31 March 2022 the total number of issued ordinary shares is
62.09 million shares of 5p each (FY21: 62.02 million shares of 5p
each). 0.06million shares were issued during the period (FY21:
13.32 million).
On 11 March 2021 a new NED scheme was announced which would
issue ordinary shares to certain Non-Executive director's in lieu
of 25% of the fees that would otherwise be due to them.
The following ordinary shares have been issued to Non-Executive
directors under the NED scheme
Number Amount
of paid
shares Nominal value per share
GBP'000 GBP'000 GBP'000
-------- -------------- ----------
30-Jul-20 31,248 5p 48p
16-Mar-21 41,664 5p 48p
30-Jul-21 30,545 5p 58p
11-Feb-22 33,897 5p 50.7p
On 27 November 2020 the Group issued 13,250,000 ordinary shares
by way of placing at a price of 40p per share to support the
acquisition of Harpsden Wealth Management Limited.
30. Treasury shares
Year ended 31 Year ended 31
March 2022 March 2021
Group GBP'000 GBP'000
-------------- --------------
At 31 March 644 644
Additions 256 -
At 31 March 900 644
------------- -------------- --------------
At 31 March 2022 no shares in the Company were held in the EBT
(FY21: nil shares) and the ESOT held 2,639,500 shares (FY21:
2,139,500), at a nominal value of 5p per share and represents the
full balance above. This represents 4.25% of the called up share
capital (FY21: 3.45%).
During the year the Company's Employee Share Option trust (ESOT)
purchased the following ordinary shares in the Company
Number Nominal Total consideration
of shares value
Date of GBP'000 GBP'000 GBP'000
issue
----------- -------- --------------------
15-Jun-21 50,000 5p 28,250
20-Jul-21 50,000 5p 29,000
05-Aug-21 40,000 5p 22,800
09-Sep-21 50,000 5p 29,000
25-Oct-21 50,000 5p 27,430
08-Nov-21 50,000 5p 25,500
13-Dec-21 50,000 5p 25,000
05-Jan-22 50,000 5p 23,500
09-Feb-22 50,000 5p 22,750
09-Mar-22 50,000 5p 22,750
31. Employee Benefit Trusts (EBT)
The WH Ireland EBT was established in October 1998 and the WH
Ireland Group plc Employee Share Ownership Trust (ESOT) was
established in October 2011, both for the purpose of holding and
distributing shares in the Company for the benefit of the
employees. All costs of the EBT and ESOT are borne by the Company
or its subsidiary WH Ireland Limited.
Joint Ownership Arrangements (the 'JOE Agreements') are in place
in relation to 400,000 shares between the trustees of the ESOT and
a number of employees (the 'Employees'). Under the JOE Agreements,
the option for the Employees to acquire the interest that the
trustees of the ESOT has in the jointly owned shares, lapses when
an employee is deemed to be a Bad Leaver. If an Employee ceases to
be an employee of the Group, other than in the event of critical
illness or death, the Employee is deemed to be a Bad Leaver.
The shares carry dividend and voting rights though these have
been waived by all parties to the JOE Agreements. Due to the
consolidation of the ESOT into the Group accounts, these shares are
shown in Treasury (note 30). Due to the nature of these
arrangements, the options contained in the JOE Agreements are
accounted for as share-based payments (note 32).
32. Share-based payments
The Group had two schemes for the granting of non-transferable
options to employees during the reporting period; the approved
Company Share Ownership Plan (CSOP) and a Save as You Earn Schemes
(SAYE). In addition, options are held in the ESOT (note 30). SAYE
matures in July 2025.
Company Share Ownership Plan (CSOP)
Under the terms of the Unapproved Options, options over the
Company's shares may be granted on a discretionary basis to
employees and consultants of the Group (including Directors) at a
price to be agreed between the Company and the relevant option
holder. Under the terms of the options granted, such options vest
on the third anniversary of the award dates; are exercisable at the
market price at the time the option was issued and are exercisable
for ten years after the vesting date.
Movements in the number of share options outstanding that were
issued post 7 November 2002 and their related weighted average
exercise prices (WAEP) are as follows:
31 March 2022
CSOP ESOT ESOT 2019 LTIP 2020 EMI Option
Plan
Options WAEP Options WAEP Options WAEP Options WAEP Options WAEP
Outstanding
at beginning
of year 127,002 64.69p 350,000 74.50p 50,000 92.50p 1,800,000 45.00p 4,330,719 40.43p
Granted - - - - - - - - 387,929 25.78p
Expired
/ forfeited (91,500) 57.00p - - - - - - (1,074,478) 45.60p
Exercised - - - - - - - - - -
Outstanding
at end
of year 35,502 84.50p 350,000 74.50p 50,000 92.50p 1,800,000 45.00p 3,644,170 37.34p
Exercisable
at end
of year 35,502 84.50p 350,000 74.50p 50,000 92.50p - - - -
WA Life* 0.08 yrs 1.50 yrs 4.01 yrs 8.03 yrs 10.26 yrs
* WA Life represents the weighted average contractual life in
years to the expiry date for options outstanding at the end of the
year.
31 March 2021
CSOP ESOT ESOT Unapproved 2020 EMI Option
Options Plan
Options WAEP Options WAEP Options WAEP Options WAEP Options WAEP
Outstanding
at beginning
of year 142,002 63.88p 650,000 40.12p 70,000 92.50p 1,800,000 46.00p - -
Granted - - - - - - - 4,330,719 40.43p
Expired
/ forfeited (15,000) 57.00p (300,000) 0.00p (20,000) 92.50p - - - -
Exercised - - - - - - - - - -
Outstanding
at end
of year 127,002 64.69p 350,000 74.50p 50,000 92.50p 1,800,000 45.00p 4,330,719 40.43p
Exercisable
at end
of year 127,002 64.69p 350,000 74.50p 50,000 92.50p - 45.00p - 40.43p
WA Life* 0.73 yrs 2.5 yrs 5.01 yrs 9.03 yrs 12.46 yrs
* WA Life represents the weighted average contractual life in
years to the expiry date for options outstanding at the end of the
year.
The pricing models used to value these options and their inputs
are as follows:
Pricing Models
2020 EMI
CSOP ESOT ESOT 2019 LTIP Option Plan
Pricing model Black Scholes Monte Carlo N/A N/A N/A
Date of grant 02/11/11-24/05/12 28/10/13-13/4/16 30/05/17 28/06/19 01/11/20
& 28/12/19 - 01/09/21
Share price 56.5-83.0 74.5-114.5 125 45.0 & 49.0 42.0-56.5
at grant (p)
Exercise price 57.0-84.5 0.0-114.5 - 45.0 & 49.0 0.0-58.0
(p)
Expected volatility
(%) 32.6332-33.2130 43.0000-37.0000 N/A 50 50
Expected life
(years) 5 5 3 3 1-3
Risk-free rate
(%) 1.2993-.0.7999 0.8000-1.9300 N/A 2 5
Expected dividend - 0.67-2.19 N/A N/A N/A
yield (%)
33. Capital commitments
There were no capital commitments for the Group or the Company
as at 31 March 2022 (FY21: GBPnil).
34. Related party transactions
Group
Services rendered to related parties were on the Group's normal
trading terms in an arms' length transaction. Amounts outstanding
are unsecured and will be settled in accordance with normal credit
terms. No guarantees have been given or received. No provision
(FY21: GBPnil) has been made for impaired receivables in respect of
the amounts owed by related parties.
Key management personnel include Executive and Non-Executive
Directors of WH Ireland Group plc and all its subsidiaries. They
are able to undertake transactions in stocks and shares in the
ordinary course of the Group's business, for their own account and
are charged for this service, as with any other client. The
transactions are not material to the Group in the context of its
operations, but may result in cash balances on the Directors'
client accounts owing to or from the Group at any one point in
time. The charges made to these individuals and the cash balances
owing from/due to them are disclosed in the table below. There are
no other material contracts between the Group and the
Directors.
No transactions occurred with key management personnel and other
relates parties during the year ended 31 March 2022 or 31 March
2021.
The total compensation of key management personnel is shown
below:
Year ended 31 March Year ended 31 March
2022 2021
GBP'000 GBP'000
Short-term employee benefits 3,784 1,685
Post-employment benefits 15 -
Termination benefits 443 -
Share-based payment - -
4,242 1,685
The highest paid Director for 2022 was P Wale receiving
emoluments of GBP468,325 (FY21: GBP354,831).
Company
The Parent Company receives interest from subsidiaries in the
normal course of business. Total interest received during the year
was GBPnil (FY21: GBPnil). In addition, the Parent Company received
a management charge of GBP651k (FY21: GBP453k) from its subsidiary
WH Ireland Limited. WH Ireland Limited also charged the Parent
Company GBPnil (FY21: GBPnil) for broker services.
During the comparative year, the intercompany balances with
Stockholm Investments Limited and Readycount Limited were converted
into loans and then released through a deed of release.
Transactions between the Company and its subsidiaries, which are
related parties, have been eliminated on consolidation. The
captions in the primary statements of the Parent Company include
amounts attributable to subsidiaries. These amounts have been
disclosed in aggregate in the notes 17, 22 and 25 and in detail in
the following table:
Amounts owed by related Amounts owed to related
parties parties
2022 2021 2022 2021
GBP'000 GBP'000 GBP'000 GBP'000
Readycount Limited - - - -
Stockholm Investments
Limited - - - -
WH Ireland Limited - - 1,882 2,807
Harpsden Wealth Management
Limited - - 295 -
WH Ireland Trustee Limited - - 17 17
- - 2,194 2,824
The net amount owed to related parties is GBP2,194k (FY21:
GBP2,824k owed by related parties) (see note 22 and 25).
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END
FR EAPXKASPAEFA
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