TIDMASTO

RNS Number : 2179D

AssetCo PLC

28 June 2021

The information contained within this announcement is deemed by the Company to constitute inside information stipulated under the Market Abuse Regulation (EU) No. 596/2014. Upon the publication of this announcement via the Regulatory Information Service, this inside information is now considered to be in the public domain.

 
 28 June 2021   Immediate Release 
 

AssetCo plc

("AssetCo" or the "Company")

2021 Half-year Report

for the six months ended 31 March 2021

Key highlights:

-- A successful conclusion of the Grant Thornton litigation and a return of approximately GBP26.9 million to shareholders

-- Strategic acquisition of 29.8% of the Company by Martin Gilbert, Peter McKellar and various associates

   --      Readmission to AIM and approval of new business strategy by shareholders 
   --      Acquisition of a strategic interest in River and Mercantile Group 
   --      Conditional acquisition announced, post period end, of Saracen Fund Managers 

Martin Gilbert, Chairman of AssetCo plc, commented:

"Our new business strategy, approved by shareholders in April, is to invest in, build and operate asset and wealth management businesses. The financial services sector is facing numerous challenges, but the importance of the industry in enabling clients and customers to achieve their financial goals is even greater. We believe AssetCo can play a key role by investing in, supporting and developing businesses to meet the needs of investors. Our investment in River and Mercantile Group and our conditional acquisition of Saracen Fund Managers are part of this thinking. Over the coming months we hope to announce further activity as we roll out AssetCo's strategy and build the business."

For further information, please contact:

AssetCo plc

Peter McKellar, Deputy Chairman and CEO

James Thorneley, Head of Communications

Tel: +44 (0) 7958 005 141

Arden Partners plc

Nominated adviser and broker

John Llewellyn-Lloyd / Akhil Shah

Tel: +44 (0) 20 7614 5900

Maitland/AMO

Neil Bennett

Alasdair Lennon

Tel: +44 (0) 20 7379 5151 and +44 (0) 7342 704229

For further details, visit the website, www.assetco.com

   Ticker:   AIM: ASTO.L 

Chairman's Statement

I am pleased to report significant progress in the development of the Company. The six months ended 31 March 2021 started with the successful conclusion of the Grant Thornton litigation and the receipt of the remaining litigation award and costs. This resulted in AssetCo having accumulated cash balances of approximately GBP57.8 million. This formed the basis for returning GBP26.9 million to shareholders, by way of a tender offer, and for the balance of GBP30.9 million to provide the initial resources for the Company's new asset and wealth management strategy.

Financial results

The Income Statement for the six months ended 31 March 2021 shows revenue of nil (2020: nil), but a profit before taxation of GBP22.3 million (2020: loss GBP0.7 million), which principally arose from the final payment received from the successful negligence claim against Grant Thornton.

The net assets as at 31 March 2021 were GBP31.1 million (2020: GBP28.4 million). This primarily comprised the recent investment in River and Mercantile Group PLC shares of GBP10.8 million, where the Company holds 5.85% of the issued equity share capital, and cash balances, less net current liabilities, of GBP20.3 million.

Events during the six month period

On 2 October 2020, Grant Thornton informed the Company of its decision not to appeal to the Supreme Court, thereby crystallising the award from the Court of Appeal ruling on 31 January 2019, amounting to GBP30.5 million, including costs. The final payment was received on 1 February 2021.

On 2 December 2020, the Company announced a tender offer to return capital to shareholders through the purchase of 6.53 million shares, equivalent to 50% of the Company's then issued share capital, at GBP4.11 per share. The tender offer was subscribed for in full, at a total cost of GBP26.9 million.

On 8 January 2021, the Company welcomed an investor group consisting of funds managed by Toscafund Asset Management, Peter McKellar, various associates and me, who, in aggregate, acquired a 29.8% shareholding from existing shareholders at GBP4.75 per share. Peter and I have significant expertise in asset and wealth management and we joined the Board as non-executive directors on 25 January 2021.

In January and February 2021, the Company acquired 5 million shares in River and Mercantile Group PLC, an asset management business, at a total cost of GBP10.4 million. The Board believes that this investment is attractive and that this company's activities and prospects are undervalued.

On 8 February 2021, the Board announced its intention to change the business strategy of the Company to the development of an asset and wealth business. As the proposed change to an asset and wealth management strategy was a fundamental change to AssetCo's business, a circular was sent to shareholders on 26 March 2021 explaining the changes. The appropriate resolution to approve the new strategy and effect a readmission of the Company's shares under the AIM Rules was approved by shareholders at a General Meeting held on 15 April 2021. As part of the new strategy, the Company entered into an appointed representative agreement with Toscafund Asset Management LLP to allow it to undertake certain specified regulated activities (as regulated by the FCA) as an appointed representative of Toscafund Asset Management LLP.

Acquisition of Saracen Fund Managers

On 14 May 2021, the Company announced the conditional acquisition of the entire issued share capital of Saracen Fund Managers ("Saracen"), for an effective total consideration at that date of GBP2.75 million. The consideration will be satisfied by the issue of 166,904 new ordinary shares of 10p each in the Company, credited as fully paid, and GBP664,774 in cash, in each case to be paid on completion. The acquisition is conditional on, inter alia, approval by the FCA to a change in controller and the admission of the consideration shares to trading on AIM, which is expected to occur by the end of September 2021.

Saracen is an independent, FCA regulated, fund management business based in Edinburgh that was founded in the late 1990s. Saracen has three funds, operating on the T Bailey Fund Services platform, called Global Income and Growth Fund (with approximately GBP103 million of assets under management ("AuM")), UK Alpha Fund (approximately GBP14 million of AuM), and UK Income Fund (approximately GBP2 million of AuM). Saracen generated turnover of GBP985,364 and a loss after taxation of GBP15,146 for the financial year ended 31 March 2020 and had net assets of GBP400,661 as at 31 March 2020.

The Board believes that there exist significant opportunities to enhance the distribution and appeal of Saracen's existing funds and to widen the funds offered by Saracen to include immediate adjacencies. Finally, Saracen offers the Company the opportunity to acquire a FCA regulated entity and the associated authorisations, subject to FCA change in controller approval.

Board

Following approval of the Company's new strategy at the General Meeting on 15 April I became Chairman of the Company and Peter McKellar became Deputy Chairman and Chief Executive Officer. Tudor Davies, who was appointed to the Board in March 2011 and had been Chairman since then, stepped down to become a non-executive director. On behalf of the Board, I would like to thank Tudor for the significant time and effort he has spent ensuring the Company was able to continue trading post the restating of its accounts and its cashflow difficulties in 2011. In particular, Tudor has played an instrumental part in the successful litigation against Grant Thornton and he continues to oversee the Company's historic activities in Abu Dhabi.

Outlook

Following the change in the Company's strategy to "acquiring, managing and operating asset and wealth management activities and interests, together with other related services", the management team has been examining a number of organic and inorganic proposals and is at various stages of discussion and negotiation. The focus of this work is on areas of the asset and wealth management sector where the Board believes that, due to the structural changes impacting the sector, attractive opportunities for investment exist. The Board is hopeful of being able to announce further activity in the short term.

Martin Gilbert

Chairman

28 June 2021

 
               AssetCo plc 
             Income statement 
  for the six months ended 31 March 2021 
 
 
                                             Six months ended       Year ended 
                                     Note   31 March   31 March   30 September 
                                                2021       2020           2020 
                                             GBP'000    GBP'000        GBP'000 
                                           ---------  ---------  ------------- 
 
 Revenue                                           -          -              - 
 Cost of sales                                     -          -              - 
                                           ---------  ---------  ------------- 
 Gross profit                                      -          -              - 
 Other income                         3       22,388          -          4,597 
 Administrative expenses                       (766)      (714)        (1,192) 
                                           ---------  ---------  ------------- 
 Operating profit/(loss)                      21,622      (714)          3,405 
 Investment income                    4          645         11             18 
 Finance costs                                   (8)       (39)           (62) 
 Profit/(loss) before taxation                22,259      (742)          3,361 
 Income tax expense                                -          -              - 
                                           ---------  ---------  ------------- 
 Profit/(loss) for the period                 22,259      (742)          3,361 
                                           ---------  ---------  ------------- 
 
 
 Earnings/(loss) per share (EPS):     5 
 Basic - pence                                284.72     (6.08)          27.52 
 Diluted - pence                              284.72     (6.08)          27.52 
 
 
 
                AssetCo plc 
     Statement of comprehensive income 
   for the six months ended 31 March 2021 
 
 
                                           Six months ended       Year ended 
                                          31 March   31 March   30 September 
                                              2021       2020           2020 
                                           GBP'000    GBP'000        GBP'000 
                                         ---------  ---------  ------------- 
 
 Recognised profit/(loss) for the 
  period                                    22,259      (742)          3,361 
 
 Other comprehensive (expense) / 
  income: 
 Exchange differences on translating 
  foreign operations                          (10)      (743)          (871) 
 Other comprehensive (expense) / 
  income net of tax                           (10)      (743)          (871) 
                                         ---------  ---------  ------------- 
 
 Total comprehensive income/(expense) 
  for the period                            22,249    (1,485)          2,490 
                                         ---------  ---------  ------------- 
 
 
           AssetCo plc 
  Statement of financial position 
        as at 31 March 2021 
 
 
                                            At 31 March       At 30 September 
                                            2021       2020              2020 
                                  Note   GBP'000    GBP'000           GBP'000 
                                        --------  ---------  ---------------- 
 Assets 
 Non-current assets 
 Property, plant and equipment                 -          -                 - 
 Investments                              10,800          -                 - 
 Total non-current assets                 10,800          -                 - 
                                        --------  ---------  ---------------- 
 
 Current assets 
 Trade and other receivables       6         230        116             4,683 
 Cash and cash equivalents         7      21,324     26,075            27,860 
 Cash held in respect of bonds                 -      3,464             1,058 
                                        --------  ---------  ---------------- 
 Total current assets                     21,554     29,655            33,601 
                                        --------  ---------  ---------------- 
 
 Total assets                             32,354     29,655            33,601 
                                        --------  ---------  ---------------- 
 
 Share capital                               653     25,474             1,221 
 Share premium                             3,274     64,941                 - 
 Capital redemption reserve                  653          -                 - 
 Profit and loss account                  26,523   (62,045)            31,124 
                                        --------  ---------  ---------------- 
 Total equity                             31,103     28,370            32,345 
 
 Liabilities 
 Current liabilities 
 Trade and other payables          8       1,251      1,285             1,256 
                                        --------  ---------  ---------------- 
 Total current liabilities                 1,251      1,285             1,256 
                                        --------  ---------  ---------------- 
 Total liabilities                         1,251      1,285             1,256 
                                        --------  ---------  ---------------- 
 Total equity and liabilities             32,354     29,655            33,601 
                                        --------  ---------  ---------------- 
 
 
               AssetCo plc 
      Statement of changes in equity 
  for the six months ended 31 March 2021 
 
 
                                            Share   Share premium       Capital      Profit      Total 
                                          Capital                    redemption    and loss     equity 
                                                                        reserve     reserve 
                                          GBP'000         GBP'000       GBP'000     GBP'000    GBP'000 
                                        ---------  --------------  ------------  ----------  --------- 
 
 Balance at 1 October 2019                 25,474          64,941             -    (60,560)     29,855 
 (Loss) for the period                          -               -             -       (742)      (742) 
 Other comprehensive income: 
 Exchange differences on translation            -               -             -       (743)      (743) 
 Total comprehensive expense 
  for the period                                -               -             -     (1,485)    (1,485) 
 
 Balance at 31 March 2020                  25,474          64,941             -    (62,045)     28,370 
                                        ---------  --------------  ------------  ----------  --------- 
 
 Profit for the period                          -               -             -       4,103      4,103 
 Other comprehensive expense: 
 Exchange differences on translation            -               -             -       (128)      (128) 
                                        ---------  --------------  ------------  ----------  --------- 
 Total comprehensive income 
  for the period                                -               -             -       3,975      3,975 
 
 Capital reduction                       (24,253)        (64,941)             -      89,194          - 
 
 Balance at 30 September 2020               1,221               -             -      31,124     32,345 
                                        ---------  --------------  ------------  ----------  --------- 
 
 Profit for the period                          -               -             -      22,259     22,259 
 Other comprehensive income: 
  Exchange differences on translation           -               -             -        (10)       (10) 
                                        ---------  --------------  ------------  ----------  --------- 
 Total comprehensive income 
  for the period                                -               -             -      22,249     22,249 
 
 Share issue                                   85           3,445             -           -      3,530 
 
 Share buy-back                             (653)           (171)           653    (26,850)   (27,021) 
 
 
 Balance as at 31 March 2021                  653           3,274           653      26,523     31,103 
                                        ---------  --------------  ------------  ----------  --------- 
 
 
               AssetCo plc 
         Statement of cash flows 
  for the six months ended 31 March 2021 
 
 
                                                    Six months ended       Year ended 
                                                   31 March   31 March   30 September 
                                                       2021       2020           2020 
                                            Note    GBP'000    GBP'000        GBP'000 
 
 Cash flows from operating activities 
 Cash generated from operations              9       19,381      9,653          8,807 
 Cash released in respect of performance 
  bonds                                               1,126          -          2,270 
 Finance costs                                          (8)       (39)           (62) 
 Net cash generated from operating 
  activities                                         20,499      9,614         11,015 
                                                  ---------  ---------  ------------- 
 
 Cash flows from investing activities 
 Finance income                                           -         11             18 
 Net cash generated from investing 
  activities                                              -         11             18 
                                                  ---------  ---------  ------------- 
 
 Cash flows from financing activities 
 Payments for shares bought back                   (26,850)          -              - 
 Buy-back transaction costs                           (171)          -              - 
                                                  ---------  ---------  ------------- 
 Net cash used in financing activities             (27,021)          -              - 
                                                  ---------  ---------  ------------- 
 
 Net change in cash and cash equivalents            (6,522)      9,625         11,033 
 Cash and cash equivalents at the 
  beginning of the period                            27,860     17,101         17,101 
 Exchange differences on translation                   (14)      (651)          (274) 
 Cash and cash equivalents at the 
  end of the period                                  21,324     26,075         27,860 
                                                  ---------  ---------  ------------- 
 
 
               AssetCo plc 
    Notes to the Financial Statements 
  for the six months ended 31 March 2021 
 
 
 1.     Legal status and activities 
        AssetCo plc ("AssetCo" or the "Company") is a public limited liability 
         company incorporated and domiciled in England and Wales. The address 
         of its registered office is Singleton Court Business Park, Wonastow 
         Road, Monmouth, Monmouthshire NP25 5JA. The Company operates from 
         an administrative office in the UK as well as a site in UAE. As 
         at the period end, the Company had no subsidiaries. AssetCo plc 
         shares are listed on the Alternative Investment Market ("AIM") 
         of the London Stock Exchange. AssetCo has been principally involved 
         in the provision of management and resources to the fire and rescue 
         emergency services in international markets, however, the Board 
         has decided to change strategy to develop an asset and wealth 
         management business, while continuing to seek new contracts for 
         its UAE-based business. 
  2.    Basis of preparation 
        The financial information in the Half-year Report has been prepared 
         using the recognition and measurement principles of the international 
         accounting standards in conformity with the requirements of the 
         Companies Act 2006 ("IFRS"). The principal accounting policies 
         used in preparing the Half-year Report are those the Company expects 
         to apply in its financial statements for the year ending 30 September 
         2021 and are unchanged from those disclosed in the Annual Report 
         and Financial Statements for the year ended 30 September 2020. 
         The financial information for the six months ended 31 March 2021 
         and the six months ended 31 March 2020 is unaudited and does not 
         constitute the Company's statutory financial statements for those 
         periods. The comparative financial information for the full year 
         ended 30 September 2020 has, however, been derived from the audited 
         statutory financial statements for that period. A copy of those 
         statutory financial statements has been delivered to the Registrar 
         of Companies. 
         While the financial figures included in this Half-year Report 
         have been computed in accordance with IFRSs applicable to interim 
         periods, this Half-year Report does not contain sufficient information 
         to constitute an interim financial report as that term is defined 
         in IAS 34. 
         The financial statements have been presented in sterling to the 
         nearest thousand pounds (GBP'000) except where otherwise indicated 
         . 
  3.    Other income 
                                             31 March        31 March   30 September 
                                                 2021            2020           2020 
                                              GBP'000         GBP'000        GBP'000 
                                          -----------  --------------  ------------- 
   Grant Thornton litigation                   25,918               -          4,597 
        Success fee                           (3,530)               -              - 
                                          -----------  --------------  ------------- 
                                               22,388               -          4,597 
                                          -----------  --------------  ------------- 
 
 

As referred to in the Chairman's statement the case against Grant Thornton was concluded successfully on 2 October 2020. The total award came to GBP30.515 million of which GBP4.597 million was reflected in the 2020 full year accounts, as it had been awarded by the Courts irrespective of the outcome of any appeal. Other income shown in these interim accounts represents the balance of the Court's award, less the success fee of 15% of claim proceeds excluding costs.

 
 4.     Investment income 
                                          31 March   31 March   30 September 
                                              2021       2020           2020 
                                           GBP'000    GBP'000        GBP'000 
                                         ---------  ---------  ------------- 
       Fair value gains on financial           450          -              - 
        instruments classified as fair 
        value through profit and loss 
       Dividend income                         195          -              - 
  Interest receivable                            -         11             18 
                                         ---------  ---------  ------------- 
                                               645         11             18 
                                         ---------  ---------  ------------- 
 
 
 5.    Earnings/(loss) per share 
       Basic earnings/(loss) per share is calculated by dividing the 
        profit/(loss) attributable to ordinary equity holders of the Company 
        by the weighted average number of ordinary shares outstanding 
        during the period. 
                                                 Six months ended        Year ended 
                                               31 March     31 March   30 September 
                                                   2021         2020           2020 
                                             ----------  -----------  ------------- 
                                                GBP'000      GBP'000        GBP'000 
  Profit/(loss) for the period                   22,259        (742)          3,361 
                                             ----------  -----------  ------------- 
  Weighted average number of ordinary 
   shares in issue                            7,817,964   12,211,163     12,211,163 
  Basic earnings/(loss) per share 
   (EPS) - pence                                 284.72       (6.08)          27.52 
 
  There are no dilutive potential ordinary shares and, therefore, 
   the calculation of diluted earnings/(loss) per share is the same 
   as for basic earnings/(loss) per share. 
 
 
 6.    Trade and other receivables 
                                         31 March   31 March   30 September 
                                             2021       2020           2020 
                                          GBP'000    GBP'000        GBP'000 
                                        ---------  ---------  ------------- 
  Other receivables                           214         68          4,640 
  Prepayments and accrued income               16         48             43 
                                        ---------  ---------  ------------- 
                                              230        116          4,683 
                                        ---------  ---------  ------------- 
 
 
 7.    Cash and cash equivalents 
                                    31 March   31 March   30 September 
                                        2021       2020           2020 
                                     GBP'000    GBP'000        GBP'000 
                                   ---------  ---------  ------------- 
  Cash at bank and in hand            21,324     26,075         27,860 
                                   ---------  ---------  ------------- 
  Cash and cash equivalents           21,324     26,075         27,860 
                                   ---------  ---------  ------------- 
 
  UK sterling                         20,528     25,375         26,441 
  UAE Dirhams                            796        700          1,419 
                                   ---------  ---------  ------------- 
                                      21,324     26,075         27,860 
                                   ---------  ---------  ------------- 
 

In addition to the above, UAE Dirhams amounting to GBPnil (31 March 2020: GBP3,464,000 and 30 September 2020: GBP1,058,000) were held on deposit as security in respect of outstanding performance bonds - see note 10 Contingent liabilities.

 
 8.    Trade and other payables 
                                             31 March   31 March   30 September 
                                                 2021       2020           2020 
                                              GBP'000    GBP'000        GBP'000 
                                            ---------  ---------  ------------- 
  Trade payables                                   15         34            102 
  Other payables                                    1         34              2 
  Other taxation and social security                3          3              3 
  Accruals and deferred income                  1,232      1,214          1,149 
                                            ---------  ---------  ------------- 
                                                1,251      1,285          1,256 
                                            ---------  ---------  ------------- 
 
 
 9.    Reconciliation of profit before taxation to net cash generated 
        from operations 
                                            Six months ended      Year ended 
                                                31 March        30 September 
                                               2021      2020           2020 
                                            GBP'000   GBP'000        GBP'000 
                                          ---------  --------  ------------- 
 
  Profit/(loss) for the period 
   before taxation                           22,259     (742)          3,361 
       Success fee                            3,530         -              - 
       Increase in investments             (10,800)         -              - 
  Finance costs                                   8        39             62 
  Finance income                                  -      (11)           (18) 
  Decrease in receivables                     4,458    11,031          6,024 
  (Decrease) in payables                       (74)     (664)          (622) 
  Cash generated from operations             19,381     9,653          8,807 
                                          ---------  --------  ------------- 
 
 
 10.    Contingent liabilities 
                                             Approximate maximum potential liability 
                                                    31 March               30 September 
                                                   2021          2020              2020 
                                                GBP'000       GBP'000           GBP'000 
                                          -------------  ------------  ---------------- 
        Warranty bond related to a UAE 
         based contract, released in 
         full in 2020 (31 March 2020: 
         Performance bond related to                  -         1,270                 - 
         the same UAE based contract) 
                                          -------------  ------------  ---------------- 
 
        Performance bond related to 
         a UAE based contract, released               -         1,100                 - 
         in full during 2020 
 
  Performance bond related to 
   a UAE based contract, released 
   in full in January 2021                            -         1,100             1,058 
 
 
 11.   Electronic communications 
       The Company is not proposing to bulk print and distribute hard 
        copies of this Half-year Report unless specifically requested 
        by individual shareholders; it can be downloaded from the Company's 
        website at www.assetco.com . 
        News updates, regulatory news, & financial statements can be 
        viewed and downloaded from the Company's website, www.assetco.com 
        . Copies can also be requested, in writing to, The Company Secretary, 
        AssetCo plc, Singleton Court Business Park, Wonastow Road, Monmouth, 
        Monmouthshire NP25 5JA. 
 

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END

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June 28, 2021 02:00 ET (06:00 GMT)

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