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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