THE INFORMATION CONTAINED WITHIN
THIS ANNOUNCEMENT IS DEEMED TO CONSTITUTE INSIDE INFORMATION AS
STIPULATED UNDER THE MARKET ABUSE REGULATION (EU NO. 596/2014)
WHICH IS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018. UPON THE PUBLICATION OF THIS ANNOUNCEMENT,
THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC
DOMAIN.
6 November 2024
BRAEMAR
PLC
("Braemar", the "Company" and together with its subsidiaries
the "Group")
UNAUDITED HALF YEAR
RESULTS
For the six months ended 31
August 2024
Strengthening and
diversifying to build further resilience
Braemar Plc (LSE: BMS), a leading
provider of expert investment, chartering and risk management
advice to the shipping and energy markets, announces its unaudited
half‐year results
for the six months ended 31 August 2024 ("HY25" or the
"Period").
The business performed well in the
first half of the year, with the strength of Braemar's
diversification, resilience, and operational scale, built over the
last three years, in evidence. Solid growth in the Investment and
Risk Advisory segments more than offset a weaker Chartering
segment, helping to drive overall Group performance and deliver
HY25 revenue 60% higher than HY22 when the strategy was
implemented.
Braemar remains on track to meet
its stated objective of doubling FY21's underlying operating profit
on a sustainable basis and is on course to meet market
expectations1 for
FY25.
Increased interim dividend
The board continues to view the
future of the business with confidence and is pleased to declare an
interim dividend of 4.5 pence per share3, a 13% increase on HY24
(HY24: 4.0 pence), and in line with the Group's progressive
dividend policy.
Financials
|
Underlying2
|
Statutory
|
|
HY25
|
HY24
|
% change
|
HY25
|
HY24
|
% change
|
|
Revenue
|
£76.0m
|
£74.9m
|
1%
|
£76.0m
|
£74.9m
|
1%
|
|
Operating profit
|
£7.3m
|
£6.7m
|
9%
|
£4.6m
|
£2.2m
|
108%
|
|
Profit before tax
|
£6.2m
|
£6.0m
|
3%
|
£3.6m
|
£1.9m
|
89%
|
|
Profit after tax
|
£4.6m
|
£5.1m
|
(10%)
|
£2.1m
|
£1.6m
|
37%
|
|
Underlying earnings per share
(basic)
|
14.55p
|
17.43p
|
(17%)
|
6.83p
|
5.37p
|
27%
|
|
Dividend per share
|
4.5p
|
4.0p
|
13%
|
4.5p
|
4.0p
|
13%
|
|
Net cash
|
£3.3m
|
£3.1m
|
5%
|
£3.3m
|
£3.1m
|
5%
|
|
Financial highlights
· Revenue up 1% year on year (or 3% on a USD basis) to £76.0
million
· Underlying operating profit2 up 9% to £7.3 million
(HY24: £6.7 million), with operational leverage now
evident
· Underlying operating profit of £7.9 million (HY24: £7.6
million) after adjusting for acquisition-related
expenditure
· Net
cash position of £3.3 million at 31 August 2024 (HY24: £3.1 million
and FY24: £1.0 million)
· Interim dividend increased to 4.5 pence per share (HY24: 4.0
pence), reflecting a solid financial performance and the board's
confidence in the outlook for the Group
Operational highlights
· Increase in revenue driven by the Investment and Risk
Advisory segments more than offset a weaker Chartering
segment
· Strong forward order book of $80.9 million at 31 August 2024
(29 February 2024: $82.6 million; 31 August 2023: $67.2
million)
· Average revenue per head remains strong at £181,000 (HY24:
£184,000), $227,000 (HY24: $228,000)
·
Increase in average commissions per fixture
offset lower fixture numbers overall, reflecting increased voyage
times due to geo-political events impacting fleet
availability
· South Korea office opened during the Period, the Group now
has 17 offices globally
Outlook
· Market conditions remain healthy
· Forward order book continues to be strong, $85.8
million as at 30
September 2024
· The
diversification across shipbroking and the growing securities
business is delivering a more balanced business with sustainable
revenue
· Opportunities exist for both organic and inorganic growth
with a number of complementary opportunities being considered, and
the executive team remains focused on further executing the Group's
growth strategy
· The
Group is on track to meet FY25 market
expectations1
James Gundy, Group Chief
Executive Officer, said:
"I am delighted with the
Group's performance for the first half of FY25. Our strategy has
been to build a business that can deliver sustainable profits
through a more balanced and diversified shipbroking and securities
offering, and this is now evident. Our performance in the first
half illustrates the benefits from this strategy. The acquisitions
made in FY23 are performing well and we have an increasingly
diversified revenue mix, achieving an increase in total revenue. As
we continue to scale, we remain focused on cost control and
efficiencies, which combined with our increased revenues achieved
an underlying operating profit of £7.3m, an increase of 9% (HY24:
£6.7 million), £7.9 million before acquisition related items (HY24:
£7.6 million), showing that operational leverage is coming
through.
"The outlook
for
the shipping industry remains positive with exciting opportunities
for further organic and inorganic growth.
Our growing scale, expertise and
infrastructure places Braemar in a strong position to attract
talented individuals and businesses as we continue to successfully
execute our growth plans."
1
|
Consensus at the time of this announcement:
Revenue £152.7
million (£150.8 million - £154.7 million), Underlying operating
profit (before acquisition-related expenditure) £17.8 million
(£17.4 million to £18.4 million)
|
2
|
Underlying results measures are before specific items,
including acquisition and disposal-related charges and profit/loss
from discontinued operations (see Note 5)
|
3
|
The
interim dividend will be paid on 13 January
2025 to shareholders on the register at the close of business on 22
November 2024, with a corresponding ex-dividend date of 21 November
2024. The last date for Dividend Reinvestment Plan elections will
be 18 December 2024
|
Results presentations
A presentation for analysts will
be held today at 10.30 a.m. at Burson Buchanan's offices at 107
Cheapside, London, EC2V 6DN. Please contact the team at Burson
Buchanan via braemar@buchanan.uk.com
for further details.
A copy of the presentation and
meeting recording will be made available on the Investor Relations
section of Braemar's website later today: https://braemar.com/investors/.
The Company is also hosting an online investor
presentation for retail investors with Q&A on Friday, 8
November 2024, commencing at 1.00 p.m. To participate, please
register with PI World at
https://bit.ly/BMS_H125_results_webinar.
For further information, contact:
Braemar Plc
|
|
|
|
James Gundy, Group Chief Executive
Officer
|
Tel +44 (0) 20 3142 4100
|
Grant Foley, Group Chief Financial
Officer
|
|
Rebecca-Joy Wekwete, Company
Secretary
|
|
|
|
Burson Buchanan
|
|
Charles Ryland / Stephanie Whitmore
/ Jack Devoy / Abby Gilchrist
|
Tel +44 (0) 20 7466 5000
|
|
|
Canaccord Genuity
|
|
Adam James / Harry Rees
|
Tel +44 (0) 20 7523 8000
|
|
|
About Braemar Plc
Braemar provides expert advice in
shipping investment, chartering, and risk management to enable its
clients to secure sustainable returns and mitigate risk in the
volatile world of shipping. Our experienced brokers work in tandem
with specialist professionals to form teams tailored to our
customers' needs, and provide an integrated service supported by a
collaborative culture.
Braemar joined the Official List
of the London Stock Exchange in November 1997 and trades under the
symbol BMS.
For more information, including
our investor presentation, visit www.braemar.com
and follow Braemar on LinkedIn.
Reconciliation of underlying profit before tax to reported
profit before tax for the Period
|
HY25
£m
|
HY24
£m
|
Underlying operating profit
|
7.3
|
6.7
|
Specific items
|
(2.7)
|
(4.5)
|
Reported operating profit
|
4.6
|
2.2
|
Alternative Performance Measures ("APMs")
Braemar uses APMs as key financial
indicators to assess the underlying performance of the Group.
Management considers the APMs used by the Group to better reflect
business performance and provide more useful information to
investors and other interested parties. Our APMs include underlying
operating profit, underlying profit before tax, underlying earnings
per share and net debt. Explanations of these terms and their
calculation are shown in the summary above and in detail in our
Operating and Financial Review.
This document contains
forward-looking statements, including statements regarding the
intentions, beliefs or current expectations of our directors,
officers and employees concerning, among other things, the Group's
results of operations, financial condition, liquidity, prospects,
growth, strategies and the business. These statements are based on
current expectations and assumptions and only relate to the date on
which they are made. They should be treated with caution due to the
inherent risks, uncertainties and assumptions underlying any such
forward-looking information. The Group cautions investors that a
number of factors, including matters referred to in this document,
could cause actual results to differ materially from those
expressed or implied in any forward-looking statement, including
general business and economic conditions globally, industry trends,
competition, changes in government and other regulation and policy,
interest rates and currency fluctuations, and political and
economic uncertainty (including as a result of global
pandemics). Neither the Group, nor any of the directors,
officers or employees, provides any representation, assurance or
guarantee that the occurrence of the events expressed or implied in
any forward-looking statements in this document will actually
occur. Undue reliance should not be placed on these forward-looking
statements. Other than in accordance with our legal and regulatory
obligations, the Group undertakes no obligation to publicly update
or revise any forward-looking statement, whether as a result of new
information, future events or otherwise.
CHAIRMAN'S STATEMENT
The Group's performance for the
first six months of the year clearly illustrates that our growth
strategy, building more diversified revenue in shipbroking and
securities, has built a resilient and sustainable business with
improved revenue and operating profit. The Group is well positioned
for further growth through making key hires and strategic
acquisitions, further enhancing resilience and sustainable
performance.
Revenue at £76 million was
slightly above the prior year, with a strong performance from
Investment Advisory more than offsetting weaker Chartering revenue,
whilst our Risk Advisory segment has continued its growth,
increasing its revenue by 16% from the same period last
year.
Costs remain well controlled, and
overall underlying operating profit at £7.3 million was £0.6
million (9%) higher than the same period last year. After adjusting
for acquisition related items, underlying operating profit was £7.9
million (HY24: £7.6 million).
In 2022, the Group made a
commitment to double its FY21 underlying profit by FY25. The Group
achieved this in FY23 as well as in FY24 and is on course for FY25.
This reflects the improved quality of the business as well as the
hard work and dedication of everyone at Braemar and their
commitment to our clients; I would like to take this opportunity to
thank all of our people.
The outlook for Braemar and
shipping markets remains positive. As a result of the strong
underlying financial performance in the Period and the positive
outlook, I am delighted that the board has declared an interim
dividend of 4.5 pence per share. This will be paid on 13 January
2025 to all shareholders on the register at the close of business
on 22 November 2024. The last date for
Dividend Reinvestment Plan ("DRIP") elections will be 18 December
2024. The DRIP is provided by Equiniti
Financial Services Limited. The DRIP enables the Company's
shareholders to elect to have their cash dividend payments used to
purchase the Company's shares. More information can be found
at
www.shareview.co.uk/info/drip.
Nigel Payne
Chairman
CHIEF EXECUTIVE OFFICER'S STATEMENT
This robust performance shows the
importance of building a more diversified offering by product and
geography, allowing Braemar to be well positioned to deliver
sustainable revenue and profit growth.
The acquisitions made in FY23
performed well and continue to realise the benefits of being part
of the Group. Additionally, our Risk Advisory segment increased its
revenue by 16% from the prior year. We have continued to focus on
building a platform for growth, ensuring that as we grow revenue
through hiring and further acquisitions, we see the operational
leverage come through to growing our profits.
We now have offices in seventeen
countries following the opening of our South Korea office in May
2024 with plans for further geographical expansion. In addition,
there continue to be opportunities to acquire additional businesses
that complement our strategy. We nevertheless remain disciplined in
our approach, ensuring that any acquisitions are complementary and
enhance our existing business.
During this Period, geo-political
events have continued to impact the shipping industry, leading to
longer voyage times. These factors are further impacting the
available global fleet which has increased average commissions per
fixture but resulted in a reduced number of fixtures in the Period.
Braemar takes compliance with all laws and regulations very
seriously and is committed to carrying out the appropriate due
diligence and checks on its clients and transactions.
With global trade remaining
strong, an ageing fleet and limited capacity in the yards for
newbuilding, the outlook for the shipping industry remains
positive, and we have a clear strategy to continue our growth
trajectory.
I am very proud of how we have
reshaped the business over the last three years, and we
look to the future with
confidence.
James Gundy
Group Chief Executive
Officer
OPERATING AND FINANCIAL REVIEW
As a result of the streamlined
business and focus on our core Shipbroking activities, as in the
prior year, the Group is presenting three business segments:
Investment Advisory, Chartering and Risk Advisory.
Investment Advisory
|
Sale and Purchase
Corporate Finance
|
Chartering
|
Deep Sea Tankers
Specialised Tankers
Offshore
Dry Cargo
|
Risk Advisory
|
Securities
|
Revenue
|
HY25
£m
|
HY24
£m
|
Change
%
|
Chartering
Investment Advisory
|
49.8
14.7
|
52.6
12.4
|
(5%)
19%
|
Risk Advisory
|
11.5
|
9.9
|
16%
|
Total in Sterling
|
£76.0
|
£74.9
|
1%
|
Total in US dollars
|
$95.1
|
$92.6
|
3%
|
Chartering performance in the
Period showed resilience despite being weaker than the prior
period, primarily driven by less Deep Sea Tanker activity although
this was partly offset by a strong performance from the Offshore
desk.
Investment Advisory achieved a
stronger performance, driven by Sale & Purchase, whilst
Corporate Finance remained quiet with fewer significant mandates
completing in the Period. This revenue can be lumpier and the
pipeline for H2 looks promising.
Risk Advisory continued to grow,
as we organically expanded our offering to meet the risk management
and trading requirements of our clients.
As at 30 September 2024, the
forward order book totalled $85.8 million, compared with US$82.6m
as at 29 February 2024. This represents an increase of $3.2 million
in the seven months to 30 September 2024.
Most of the Group's revenue is in
US dollar. US dollar revenue grew by 3%, whilst reported GBP
revenue increased by 1%, reflecting the weakening of the US dollar
in the Period.
SEGMENTAL PERFORMANCE
CHARTERING
|
HY25
£m
|
HY24
£m
|
Change %
|
Revenue
|
49.8
|
52.6
|
(5%)
|
Underlying operating
profit
|
6.1
|
6.4
|
(4%)
|
Tankers
Revenue from Deep Sea Tankers in
HY25 was £25.7 million, 10% lower due to a reduced level of
projects revenue and decreased fixtures compared with HY24. Fixture
numbers were impacted by longer voyage times due to ongoing
geo-political events impacting fleet availability. The acquisitions
of businesses in the USA and Spain continued to perform strongly.
Overall, tanker rates remained relatively robust, and this is
expected to continue.
Revenue for Specialised Tankers in
HY25 was £9.1million, £0.2 million lower than the prior year.
However, the international reach of the desk continued to grow, and
rates remained strong, with higher average commission per fixture
driven by longer voyages offsetting reduced fixture
numbers.
Offshore Energy
Services
Revenue for Offshore Energy
Services was £4.4 million, a 16% improvement on HY24 driven both by
strong oil and gas sectors, as well as the continuing growth in the
renewables sector and constrained supply of vessels.
Dry Cargo
Revenue for Dry Cargo was £10.6
million, a 3% decrease on prior year. Rates improved slightly
during the Period; however, this was offset by a reduction in
fixture numbers driven by a lower number of brokers on the Handy
and Panamax desks.
With the lower revenue, underlying
operating profit was £6.1 million, £0.3 million (4%) lower than the
previous period.
INVESTMENT ADVISORY
|
H1 FY24
£m
|
H1 FY23
£m
|
Change %
|
Revenue
|
14.7
|
12.4
|
19%
|
Underlying operating
profit
|
2.4
|
1.7
|
44%
|
Sale and
Purchase
Total revenue for Sale and
Purchase in HY25 was £14.0 million, a 25% increase on the prior
period. During the Period, second-hand
asset values continued to be strong across all vessel types and
newbuilding interest remained high with limited newbuilding slots
available. Given the high asset values, and demand, activity in the
demolition space continued to be weaker.
Corporate
Finance
Total revenue for Corporate
Finance in HY25 was £0.7 million, a decrease of 40% on prior year,
with no significant mandates completing in the Period. This revenue
tends to be lumpier in nature and the business continues to work on
several transactions that are planned to complete in the second
half of the year. As a result, performance is expected to improve
in H2.
The improved underlying operating
profit in the Investment Advisory segment reflects the improved
revenue performance and operational leverage.
RISK ADVISORY
|
HY25
£m
|
HY24
£m
|
Change %
|
Revenue
|
11.5
|
9.9
|
16%
|
Underlying operating
profit
|
1.5
|
1.4
|
12%
|
Securities
Revenue for Securities was £11.5
million, a 16% increase on HY24 as the division continued to grow.
The Dry FFA desk performed well
with strong underlying market conditions and heightened interest
from financial participants. Ongoing geopolitical tensions continue
to create market uncertainty, underscoring the need for our clients
to hedge their market exposure. In addition, the industry leading
market platform, Braemarscreen.com, has continued to gain new users
and business.
The Natural Gas desk is now in its
second year and has continued to grow, working with clients to
manage their risk exposure.
The Tanker FFA desk also grew year
on year as geopolitical factors continued to bring volatility to
the market.
Operating profit at £1.5 million,
was £0.1 million higher than the previous period as the segment
continues to invest for future growth.
Other operating
costs
Central costs
|
HY25
£m
|
HY24
£m
|
Change %
|
Central costs
|
2.8
|
2.7
|
2%
|
Central costs were up 2% in the
Period as the Group continued to balance a continued focus on cost
control and efficiencies whilst also selectively investing to
support future growth.
Specific items
|
HY25
£m
|
HY24
£m
|
Operating costs
|
0.4
|
1.9
|
Acquisition related
items
|
2.3
|
2.6
|
Other items
|
(0.1)
|
(0.4)
|
The Group has separately
identified certain items that are not part of the underlying
trading of the Group. These specific items are material in both
size and/or nature and the directors believe that they may distort
the understanding of the underlying performance of the business.
Specific items included within operating costs mainly relate to the
impairment of a right-of-use asset relating to an unused portion of
the Group's leased office space following the termination of the
related subleases.
Acquisition related costs are
primarily employment costs relating to the treatment of the
consideration for the acquisition of Southport Maritime Inc. (USA)
and post contractual costs relating to the Madrid team. Other items
include a gain on the revaluation of the embedded derivatives and a
foreign exchange gain relating to the convertible loan notes issued
on the acquisition of the Naves business. For further details see
Note 5.
Foreign exchange
The majority of the Group's
revenue is earned in US dollar. The US dollar exchange rate
relative to Sterling weakened from US$1.26:£1 at 29 February
2024 to US$1.31:£1 at 31 August 2024.
At 31 August 2024, the Group held
forward currency contracts to sell US$110.9 million at an average
rate of US$1.26/£1.
The Group also has material
liabilities in Euros and the Euro rate weakened slightly against
Sterling from €1.17:£1 at 29 February 2024 to €1.18:£1 at 31 August
2024.
Balance sheet
Net assets at 31 August 2024 were
£85.0 million (29 February 2024: £79.6 million). A review aimed at
identifying evidence of impairment of intangible assets was carried
out and no such impairment was identified.
Long-term receivables decreased by
£2.9 million to £1.7 million (29 February 2024: £4.6 million), due
to contingent consideration and joining incentives moving to
current other receivables.
Trade and other receivables
increased by £3.7 million to £41.5 million (29 February 2024: £37.7
million), reflecting higher receivables from the Sale &
Purchase desk.
The pension surplus increased by
£0.4 million to £1.8 million during the Period (29 February 2024:
£1.4 million) largely due to a reduction in the applicable tax
rate, from 35% to 25%.
Shares held in the Group's
Employee Share Ownership Plan ("ESOP") decreased by £3.6 million
from £7.1 million at 29 February 2024 to £3.5 million at 31 August
2024, due to shares allocated by the ESOP.
Borrowings and cash
At 31 August 2024, the Group held
cash of £26.0 million (28 February 2024: £28.0 million).
The decrease in cash was largely attributable to the payment of
dividends in the Period.
The Group continued to pay down
debt and the net cash position was cash of £3.3 million compared
with £1.0 million at 29 February 2024.
The Group continues to hold a
revolving credit facility with HSBC ("RCF"). The RCF limit totals
£40.0 million with £30.0 million available immediately (£22.7
million drawn down at 31 August 2024) and an accordion limit of
£10.0 million. Drawdown of the accordion facility is subject to
additional credit approval. The facility was due to expire in
November 2025, however, the Group exercised the option to extend
the facility for a further two years to November 2027, which was
approved in the Period.
The operating cash flows of the
Group exhibit seasonality with higher bonus payments occurring in
the first half of the financial year and it is therefore normal for
the second half of the year to generate more
cash.
Dividend
The board remains committed to its
progressive dividend policy and an increased interim dividend of
4.5 pence (HY24: 4.0 pence) has been declared for the Period, which
will be paid on 13 January 2025, reflecting strong financial
performance and the board's confidence in the outlook for the
Company.
Taxation
The total tax charge of £1.4
million consists of a current tax charge of £1.2 million and a
deferred tax charge of £0.2 million. The total tax charge of £0.3m
for the comparative period comprises a current tax charge of £0.8
million and a deferred tax credit of £0.5 million.
Current tax is charged at 22.54% on
underlying profits for the six months ended 31 August 2024 (HY24:
23.5%) representing the best estimate of the average annual
effective tax rate expected to apply for the full year, applied to
the pre-tax income of the six-month period. The annual effective
tax rate in the current Period is broadly lower than the standard
rate applicable due to the impact of a lower rate in
Singapore.
At 31 August 2024, the Group
recognised a deferred tax asset of £2.5 million (29 February 2024:
£3.0 million) and deferred tax liability of £nil (29 February 2024:
£nil). The reduction in the deferred tax asset is as a result of
the valuation of outstanding share awards and the movement in the
mark-to-market gain of the Group's forward currency contracts at 31
August 2024. As a result of the movements on deferred tax, a charge
of £0.2m was recognised in the income statement, with the balance
of the movement recognised in equity. Deferred tax assets arise
primarily in the UK, the deferred tax credit is based on 25.0% for
the six months ended 31 August 2024 (HY24: 25.0%) The amount of
deferred tax is based on the expected manner of realisation of the
carrying amount of assets and liabilities. The directors believe it
is probable that there will be sufficient taxable profits in the
future to recover the deferred tax assets in full.
Principal risks
The directors consider that the
principal risks and uncertainties which could have a material
effect on the Group's performance identified on pages 43 to 49 of
the 2024 Annual Report and Accounts are also applicable for the
Period of six months to 31 August 2024. These include risks
associated with sanctions and trade restrictions, integration risk,
loss of key personnel and weak organisational
culture, compliance with laws and regulations, currency
fluctuations, cybercrime and data security, disruptive technology,
environment and climate change and geopolitical and macroeconomic
risks.
The directors continue to monitor
the risks associated with the conflicts in Ukraine and the Middle
East. The Group's compliance with sanctions related to the conflict
in Ukraine is not expected to have any material effect on trading
in the current financial year nor does the Group have any existing
material exposure.
Going concern
Following a detailed review, no
material uncertainty has been identified and the interim condensed
consolidated financial statements have been prepared on a going
concern basis. See Note 2.
Condensed Consolidated Income
Statement
|
|
Unaudited
Six months ended 31 Aug
2024
|
Unaudited
Six months ended 31 Aug
2023
|
|
Notes
|
Underlying
£'000
|
Specific items
£'000
|
Total
£'000
|
Underlying £'000
|
Specific items £'000
|
Total £'000
|
Revenue
|
4
|
75,990
|
-
|
75,990
|
74,929
|
-
|
74,929
|
Operating expense:
|
|
|
|
|
|
|
|
Operating costs
|
5
|
(68,032)
|
(417)
|
(68,449)
|
(67,355)
|
(1,903)
|
(69,258)
|
Acquisition-related
expenditure
|
5
|
(628)
|
(2,308)
|
(2,936)
|
(862)
|
(2,597)
|
(3,459)
|
Total operating expense
|
|
(68,660)
|
(2,725)
|
(71,385)
|
(68,217)
|
(4,500)
|
(72,717)
|
Operating profit/(loss)
|
|
7,330
|
(2,725)
|
4,605
|
6,712
|
(4,500)
|
2,212
|
|
|
|
|
|
|
|
|
Share of associate
gain for the
period
|
10
|
-
|
-
|
-
|
1
|
-
|
1
|
Finance income
|
5
|
301
|
87
|
388
|
552
|
391
|
943
|
Finance costs
|
|
(1,424)
|
-
|
(1,424)
|
(1,265)
|
-
|
(1,265)
|
Profit/(loss) before taxation
|
|
6,207
|
(2,638)
|
3,569
|
6,000
|
(4,109)
|
1,891
|
Taxation
|
6
|
(1,638)
|
214
|
(1,424)
|
(923)
|
597
|
(326)
|
Profit/(loss) attributable to equity shareholders of the
Company
|
|
4,569
|
(2,424)
|
2,145
|
5,077
|
(3,512)
|
1,565
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per ordinary share
|
|
|
|
|
|
|
|
Basic
|
7
|
14.55p
|
|
6.83p
|
17.43p
|
|
5.37p
|
Diluted
|
7
|
12.79p
|
|
6.01p
|
14.15p
|
|
4.36p
|
|
|
|
|
|
|
|
|
Condensed Consolidated Statement of Comprehensive
Income
For the six months ended 31 August
2024
|
Notes
|
Unaudited
31 Aug
2024 £'000
|
Unaudited 31 Aug
2023 £'000
|
Profit for the period
|
|
2,145
|
1,565
|
Other comprehensive income/(expense)
|
|
|
|
Items that will not be reclassified to profit or
loss:
|
|
|
|
-
Actuarial gain on employee benefit schemes - net
of tax
|
15
|
312
|
556
|
Items that are or may be reclassified to profit or
loss:
|
|
|
|
-
Foreign exchange losses on retranslation of
foreign operations
|
19
|
(1,165)
|
(1,873)
|
-
Investment hedge gain
|
19
|
144
|
262
|
-
Cash flow hedging gain - net of tax
|
19
|
1,705
|
2,077
|
Other comprehensive income
|
|
996
|
1,022
|
|
|
|
|
Total comprehensive income attributable to equity shareholders
of the Company
|
|
3,141
|
2,587
|
Condensed Consolidated Balance Sheet
|
Note
|
Unaudited
As at
31 Aug 2024
£'000
|
Audited
(restated) As at 29 Feb 2024 £'000
|
Assets
|
|
|
|
Non-current assets
|
|
|
|
Goodwill
|
|
71,293
|
71,337
|
Other intangible assets
|
|
2,819
|
3,185
|
Property, plant and
equipment
|
9
|
5,143
|
5,582
|
Other investments
|
14
|
1,633
|
1,633
|
Investment in associate
|
10
|
713
|
713
|
Derivative financial
instruments
|
14
|
411
|
249
|
Deferred tax assets
|
|
2,524
|
2,979
|
Pension surplus
|
15
|
1,781
|
1,414
|
Other long-term
receivables
|
11
|
1,654
|
4,589
|
|
|
87,971
|
91,681
|
Current assets
|
|
|
|
Trade and other
receivables
|
12
|
41,465
|
37,730
|
Derivative financial
instruments
|
14
|
3,182
|
1,287
|
Current tax receivable
|
|
1,972
|
2,925
|
Cash and cash
equivalents
|
|
26,033
|
27,951
|
|
|
72,652
|
69,893
|
Total assets
|
|
160,623
|
161,574
|
|
|
|
|
Liabilities
|
|
|
|
Current liabilities
|
|
|
|
Derivative financial
instruments
|
14
|
104
|
315
|
Trade and other payables
|
|
43,461
|
43,611
|
Current tax payable
|
|
347
|
1,625
|
Provisions
|
16
|
2,953
|
3,080
|
Convertible loan notes
|
13
|
3,001
|
2,978
|
|
|
49,866
|
51,609
|
Non-current liabilities
|
|
|
|
Long-term borrowings
|
|
25,172
|
29,819
|
Deferred tax liabilities
|
|
8
|
8
|
Derivative financial
instruments
|
14
|
-
|
43
|
Other long-term payables
|
|
401
|
416
|
Provisions
|
16
|
187
|
58
|
|
|
25,768
|
30,344
|
Total liabilities
|
|
75,634
|
81,953
|
Total assets less total liabilities
|
|
84,989
|
79,621
|
|
|
|
|
Equity
|
|
|
|
Share capital
|
17
|
3,292
|
3,292
|
ESOP reserve
|
18
|
(3,509)
|
(7,140)
|
Other reserves
|
19
|
9,049
|
8,365
|
Retained earnings
|
|
76,157
|
75,104
|
Total equity
|
|
84,989
|
79,621
|
By order of the
board
James
Gundy
Group Chief Executive Officer
5 November
2024
|
Grant
Foley
Group Chief Financial Officer
|
Condensed Consolidated Cash Flow Statement
For the six months ended 31 August
2024
|
Notes
|
Unaudited
31 Aug
2024 £'000
|
Unaudited
31 Aug
2023 £'000
|
Profit before tax
|
|
3,569
|
1,891
|
Adjustment for non-cash transactions included in profit before
tax
|
|
|
|
Depreciation and amortisation
charges
|
|
1,844
|
1,867
|
Impairment of ROU asset
|
5
|
377
|
-
|
Share of loss/(gain) of associate
|
|
-
|
(1)
|
Share-based-payment
charge
|
|
3,075
|
3,802
|
Fair value loss on financial
instruments charged to profit or loss
|
14
|
-
|
66
|
Net finance cost
|
|
1,036
|
322
|
Foreign exchange
differences
Cash settlement of share based
payment
|
|
(115)
|
343
|
Operating payments adjustment
|
|
|
|
Cash settlement of share-based
payment
|
|
(163)
|
(52)
|
Contribution to defined benefit
scheme
|
|
-
|
(37)
|
Operating cash flow before changes in working
capital
|
|
9,623
|
8,201
|
|
|
|
|
(Increase)/decrease in
receivables
|
|
(3,242)
|
6,082
|
Increase/(decrease) in
payables
|
|
484
|
(8,921)
|
Increase/(decrease) in
provisions
|
|
24
|
(83)
|
Cash flows from operating activities
|
|
6,889
|
5,279
|
|
|
|
|
Interest received
|
|
269
|
235
|
Interest paid
|
|
(1,401)
|
(1,219)
|
Tax paid
|
|
(1,603)
|
(4,418)
|
Net cash generated from/(used
in) operating
activities
|
|
4,154
|
(123)
|
|
|
|
|
Cash flows from investing activities
|
|
|
|
Purchase of property, plant and
equipment
|
|
(289)
|
(366)
|
Purchase of other intangible
assets
|
|
(5)
|
(12)
|
Proceeds from disposal of Cory Brothers
|
14
|
1,666
|
1,397
|
Principal received on finance lease
receivables
|
|
240
|
310
|
Net cash generated from investing activities
|
|
1,612
|
1,329
|
|
Notes
|
Unaudited
31 Aug
2024 £'000
|
Unaudited
31 Aug
2023 £'000
|
|
|
|
|
Cash flows from financing activities
|
|
|
|
Repayment of borrowings
|
|
(4,000)
|
(4,098)
|
Proceeds from borrowings
|
|
-
|
2,500
|
Repayment of principal under lease
liabilities
|
|
(1,983)
|
(1,576)
|
Cash proceeds on release of shares from
ESOP
|
|
513
|
-
|
Dividends paid
|
|
(1,222)
|
-
|
Purchase of own shares
|
|
(367)
|
(1,931)
|
Net cash used in financing activities
|
|
(7,059)
|
(5,105)
|
|
|
|
|
Decrease in cash and cash equivalents
|
|
(1,293)
|
(3,899)
|
Cash and cash equivalents at
beginning of the period
|
|
27,951
|
34,735
|
Foreign exchange loss
|
|
(625)
|
(1,785)
|
Cash and cash equivalents at end of the
period
|
|
26,033
|
29,051
|
|
|
|
|
Condensed Statement of Changes in Total
Equity
|
Note
|
Share
capital £'000
|
Share
premium £'000
|
ESOP reserve
£'000
|
Other
reserves £'000
|
Retained
earnings £'000
|
Total
equity £'000
|
At 1 March 2023
(Audited)
|
|
3,292
|
53,796
|
(10,607)
|
28,819
|
1,381
|
76,681
|
Profit for the period
|
|
-
|
-
|
-
|
-
|
1,565
|
1,565
|
Actuarial gain on employee benefits schemes -
net of tax
|
|
-
|
-
|
-
|
-
|
556
|
556
|
Foreign exchange loss arising on translation
of foreign operations
|
|
-
|
-
|
-
|
(1,873)
|
-
|
(1,873)
|
Foreign exchange gain on net investment
hedge
|
|
-
|
-
|
-
|
262
|
-
|
262
|
Gain on cash flow hedges - net of
tax
|
|
-
|
-
|
-
|
2,077
|
-
|
2,077
|
Other comprehensive income
|
|
-
|
-
|
-
|
466
|
556
|
1,022
|
Total comprehensive income
|
|
-
|
-
|
-
|
466
|
2,121
|
2,587
|
Tax expense on share
awards
|
|
|
|
|
-
|
(638)
|
(638)
|
Capital reduction
|
8
|
-
|
(53,796)
|
-
|
(20,151)
|
73,947
|
-
|
Acquisition of own shares
|
18
|
-
|
-
|
(1,931)
|
-
|
-
|
(1,931)
|
ESOP shares allocated
|
18
|
-
|
-
|
21
|
-
|
(21)
|
-
|
Cash paid for share-based payments
|
|
-
|
-
|
-
|
-
|
(52)
|
(52)
|
Share-based payments
|
|
-
|
-
|
-
|
-
|
3,802
|
3,802
|
Transactions with owners
|
|
-
|
(53,796)
|
(1,910)
|
(20,151)
|
77,038
|
1,181
|
At 31 August
2023 (Unaudited)
|
|
3,292
|
-
|
(12,517)
|
9,134
|
80,540
|
80,449
|
|
|
|
|
|
|
|
|
At 1 March 2024
(Audited)
|
|
3,292
|
-
|
(7,140)
|
8,365
|
75,104
|
79,621
|
Profit for the period
|
|
-
|
-
|
-
|
-
|
2,145
|
2,145
|
Actuarial gain on employee benefits schemes -
net of tax
|
|
-
|
-
|
-
|
-
|
312
|
312
|
Foreign exchange loss arising on translation
of foreign operations
|
|
-
|
-
|
-
|
(1,165)
|
-
|
(1,165)
|
Foreign exchange gain on net investment
hedge
|
|
-
|
-
|
-
|
144
|
-
|
144
|
Gain on cash flow hedges - net of
tax
|
|
-
|
-
|
-
|
1,705
|
-
|
1,705
|
Other comprehensive income
|
|
-
|
-
|
-
|
684
|
312
|
996
|
Total comprehensive income
|
|
-
|
-
|
-
|
684
|
2,457
|
3,141
|
Tax income on share
awards
|
|
-
|
-
|
-
|
-
|
391
|
391
|
Dividends paid
|
8
|
-
|
-
|
-
|
-
|
(1,222)
|
(1,222)
|
Acquisition of own shares
|
18
|
-
|
-
|
(367)
|
-
|
-
|
(367)
|
ESOP shares allocated
|
18
|
-
|
-
|
3,477
|
-
|
(3,144)
|
333
|
Winding up of EBT
|
18
|
-
|
-
|
521
|
-
|
(341)
|
180
|
Cash paid for share-based payments
|
|
-
|
-
|
-
|
-
|
(163)
|
(163)
|
Share-based payments
|
|
-
|
-
|
-
|
-
|
3,075
|
3,075
|
Transactions with owners
|
|
-
|
-
|
3,631
|
-
|
(1,404)
|
2,227
|
At 31 August
2024 (Unaudited)
|
|
3,292
|
-
|
(3,509)
|
9,049
|
76,157
|
84,989
|
Notes to the Condensed Consolidated Financial Statements
(unaudited)
1 General
information
Braemar Plc (the "Company") is a public
limited company incorporated and domiciled in England and Wales.
These interim condensed consolidated financial statements for the
six months ended 31 August 2024 comprise the Company and its
subsidiaries (together referred to as the "Group"). The address of
the Company's registered office is One Strand, Trafalgar Square,
London, WC2N 5HR, United Kingdom. The interim condensed
consolidated financial statements of the Group were authorised for
issue in accordance with a resolution of the directors on
5 November 2024.
2 Basis of
preparation and statement of compliance
The interim condensed consolidated financial
statements for the six months ended 31 August 2024 have been
prepared in accordance with the Disclosure Guidance and
Transparency Rules of the Financial Conduct Authority and with IAS
34, "Interim Financial Reporting", and also in accordance with the
measurement and recognition principles of UK adopted international
accounting standards.
These interim accounts and comparative figures
for the half year ended 31 August 2023 and year ended 29 February
2024 do not constitute statutory accounts for the purpose of
section 434 of the Companies Act 2006. The auditors have reported
on the 2024 accounts, and these have been filed with the Registrar
of Companies; their report was unqualified, did not include a
reference to any matters to which the auditors drew attention by
way of emphasis, and did not contain a statement under section
498(2) or (3) of the Companies Act 2006. The half year accounts as
at and for the half years ending 31 August presented in these
condensed consolidated interim financial statements have been
reviewed in accordance with International Standard on Review
Engagements (UK and Ireland) 2410 but have not been
audited.
The interim condensed consolidated financial
statements do not include all the information and disclosures
required in the annual financial statements and should be read in
conjunction with the Group's Annual Report for the year ended
29 February 2024, which were prepared in accordance with
UK-adopted international accounting standards and in conformity
with the requirements of the Companies Act 2006.
Going
concern
These interim condensed consolidated financial
statements have been prepared on a going concern basis with a
reasonable expectation that the Group has adequate resources to
continue in operational existence for at least 12 months from the
date of signing of the interim condensed consolidated financial
statements. In reaching this conclusion the directors considered
cash flow forecasts that have been prepared in the light of current
trading, the continued impact of conflicts in Ukraine and the
Middle East, as well as the possibility of a global recession. The
directors have considered the trading and cash flows over the first
six months of the year which have been good across the Group's
business, and the Group has benefitted from the volatility in the
shipping markets. The directors consider that the breadth of the
Group's business model and the diversity of the broking operation
and the markets in which the Group now operates, have insulated the
business well from cycles in any one shipping market. The directors
have also considered forward-looking market data in respect of the
shipping market. This includes the forward order book within the
Chartering and Investment Advisory segment.
The Group's revolving credit facility ("RCF")
is for £30.0 million plus an accordion limit of £10.0 million and
had an initial termination date of November 2025. During the
period, the Group exercised an option to extend the facility by two
years which was approved by the lender, extending the term to
November 2027. Drawdown of the accordion facility is subject to
additional credit approval. The RCF agreement has an EBITDA
leverage covenant of 2.5x and a minimum interest cover of 4x.
At 29 February 2024, 31 May 2024 and 31 August 2024 the Group met
all financial covenant tests. Amounts can be rolled on a
monthly basis until the facility expires subject to certain
conditions, and on that basis the borrowings have been classified
as non-current. The amounts drawn under the RCF bear interest
based on SONIA, SOFR and EURIBOR from amounts drawn in sterling, US
dollars and euros respectively, plus a credit margin dependent on
the Group's leverage ratio. As at 31 August 2024 the Group's net
cash was £3.3 million (29 February 2024: £1.0 million) with
available headroom in the £30.0 million RCF of £6.9 million (at 29
February 2024: £2.8 million) (net cash is calculated as cash less
secured RCF).
The Group has updated its expected revenue,
cost and cash forecasts in the light of the positive trading over
the first half of the current financial year and assessed the
ability of the Group to operate both within the facility covenants
and the facility headroom. A number of downside sensitivities were
tested including reverse stress scenarios. The results of this
exercise showed that the Group could withstand revenue reductions
of 35% before it was forecast that covenants would be breached or
liquidity insufficient, after taking into account reasonable cost
mitigations and other cash management measures within the control
of the Group. The directors have considered these revenue downside
sensitivities and in the light of the revenue performance in the
period and the prospects for the second half of the year have
concluded that it would be remote that revenues would be impacted
to this extent over the assessed going concern period.
The directors consider revenue as the key
assumption in the Group's forecasts as the operating costs are
largely fixed or made up of discretionary bonuses which are
directly linked to profitability.
To date the current geo-political instability
and global trade interruption has not had a significant impact on
the business but there remains uncertainty over the current
outlook. However, the directors are comfortable that under the
scenarios run, the Group could withstand a decline in revenue as
described and continue to operate within the available banking
facilities. Accordingly, the Group continues to adopt the
going concern basis in preparing the condensed consolidated
financial statements.
Forward-looking statements
Certain statements in this interim report are
forward-looking. Although the Group believes that the expectations
reflected in these forward-looking statements are reasonable, we
can give no assurance that these expectations will prove to be
correct. Because these statements involve risks and uncertainties,
actual results may differ materially from those expressed or
implied by these forward-looking statements. We undertake no
obligation to update any forward-looking statements whether as a
result of new information, future events or otherwise.
3 Accounting
policies
The Group has applied the same accounting
policies and methods of computation in its interim condensed
consolidated financial statements as in its annual consolidated
financial statements as at and for the year ended 29 February 2024,
except as described below, and should be read in conjunction with
the 2024 Annual Report.
Amendments to
IFRS Accounting Standards
The following amendments to IFRS Accounting
Standards have been applied for the first time by the
Group:
• Amendments to IAS 1 Classification of
Liabilities as Current or Non-Current
• Amendments to IAS 1 Non-current Liabilities
with Covenants
• Amendments to IFRS 16 Lease Liability in a
Sale and Leaseback (Amendments)
• Amendments to IFRS 7 and IAS 7 Supplier
Finance Arrangements
During the period the Group has applied
'Classification of Liabilities as Current or Non-current and
Non-current liabilities with covenants - Amendments to IAS 1'. The
amendments clarified that liabilities are classified as either
current or non-current, depending on the rights that exist at the
end of the reporting period. Classification is unaffected by the
entity's expectations or events after the reporting
date.
The amendments also clarify what IAS 1 means
when it refers to the 'settlement' of a liability. Terms of a
liability that could, at the option of the counterparty, result in
its settlement by the transfer of the entity's own equity
instrument can only be ignored for the purpose of classifying the
liability as current or non-current if the entity classifies the
option as an equity instrument. However, conversion options that
are classified as a liability must be considered when determining
the current/non-current classification.
Under the Group's previous accounting policy,
a financial liability with an equity conversion feature was
classified as current or non-current disregarding the impact of the
equity conversion option. The Group's accounting policy has now
changed such that equity conversion options which are not accounted
for as an equity instrument separately from the liability component
of a compound financial instrument, are taken into account in
determining the classification of a liability as current or
non-current. The impact of the change in accounting policy at
February 2024 is to reclassify £2.3m of Convertible Loan Notes
previously classified as non-current, to be classified as current
liabilities. There has been no impact to profit or loss, cash flows
or retained earnings as a result of the change in accounting
policy.
Other than this, the adoption of the above has
not had any material impact on the amounts reported or the
disclosures in these condensed half-yearly financial
statements.
Accounting estimates and critical
judgements
The preparation of interim financial
statements in conformity with IFRSs requires management to make
judgements, estimates and assumptions that affect the application
of accounting policies and the reported amounts of assets and
liabilities, income and expenses. Actual results may differ from
these estimates.
In preparing these interim condensed
consolidated financial statements, the significant judgements made
by management in applying the Group's accounting policies and the
key sources of estimation uncertainty were consistent with those
that applied to the consolidated financial statements as at and for
the year ended 29 February 2024.
Seasonality
The Group's operating cash flows exhibit
seasonality in that the majority of bonus payments occur in the
first half of the financial year. The Group's revenues are not
subject to significant seasonal variation.
4 Segmental
information and revenue
a) Business
segments
The Group's operating segments are Chartering,
Investment advisory and Risk advisory. The Chief Operating Decision
Maker is considered to be the Group's board of directors. Each of
Chartering, Investment Advisory and Risk Advisory are managed
separately, and the nature of the services offered to clients is
distinct between the segments. The Chartering segment includes the
Group's shipbroking business, Risk Advisory includes the Group's
regulated securities business and Investment Advisory focuses on
transactional services.
The board considers the business from both
service line and geographic perspectives. A description of each of
the lines of service is provided in the operating and financial
review.
Central costs relate to board costs and other
costs associated with the Group's listing on the London Stock
Exchange. All segments meet the quantitative thresholds
required by IFRS 8 as reportable segments.
Underlying operating profit is defined as
operating profit for continuing activities before specific items as
set out in Note 5.
The segmental information provided to the
board for reportable segments for the six months ended 31 August
2024 is as follows:
|
Revenue
|
Operating profit/(loss)
|
|
Six months ended
31 Aug 2024
£'000
|
Six months ended
31 Aug 2023
£'000
|
Six months ended
31 Aug 2024
£'000
|
Six months ended
31 Aug 2023
£'000
|
Chartering
|
49,765
|
52,567
|
6,142
|
6,385
|
Investment advisory
|
14,751
|
12,445
|
2,396
|
1,663
|
Risk advisory
|
11,474
|
9,917
|
1,545
|
1,379
|
Trading segments revenue and operating
profit
|
75,990
|
74,929
|
10,083
|
9,427
|
Central costs
|
|
|
(2,753)
|
(2,715)
|
Underlying operating profit
|
|
|
7,330
|
6,712
|
Specific items included in
operating expenses
|
|
|
(2,725)
|
(4,500)
|
Operating profit
|
|
|
4,605
|
2,212
|
Share of associate's profit/(loss)
for period
|
|
|
-
|
1
|
Net finance expense
|
|
|
(1,036)
|
(322)
|
Profit before taxation
|
|
|
3,569
|
1,891
|
Geographical segment - by origin
The Group manages its business segments on a
global basis. The Group's main geographical area of operation and
also the home country of the Company is the United
Kingdom.
Geographical information determined by
location of customers is set out below:
|
|
|
Six months ended
31 Aug 2024
£'000
|
Six
months ended
31 Aug 2023
£'000
|
United Kingdom
|
41,311
|
37,777
|
Singapore
|
9,100
|
11,102
|
United States
|
11,165
|
10,358
|
Australia
|
4,938
|
4,412
|
Switzerland
|
1,025
|
4,027
|
Germany
|
507
|
363
|
Rest of the World
|
7,944
|
6,890
|
Total
|
75,990
|
74,929
|
b) Revenue
analysis
The Group disaggregates revenue in line with
the segmental information presented above, and also by desk.
Revenue analysed by desk is provided below.
|
|
|
Six months ended
31 Aug 2024
£'000
|
Six
months ended
31 Aug 2023
£'000
|
Chartering
|
|
|
Deep Sea Tankers (incl.
Projects)
|
25,660
|
28,513
|
Specialised Tankers &
Gas
|
9,090
|
9,256
|
Dry Cargo
|
10,649
|
11,025
|
Offshore
|
4,366
|
3,773
|
Chartering sub-total
|
49,765
|
52,567
|
|
|
|
Shipping Investment Advisory
|
|
|
S&P
|
14,063
|
11,291
|
Corporate Finance
|
688
|
1,154
|
Shipping Investment Advisory sub-total
|
14,751
|
12,445
|
|
|
|
Shipping Risk Advisory
|
|
|
Securities (incl. GFI)
|
11,474
|
9,917
|
Shipping Risk Advisory sub-total
|
11,474
|
9,917
|
|
|
|
Total revenue
|
75,990
|
74,929
|
There is no single customer that
makes up more than 10% of the Group's revenues.
5 Specific
items
In reporting financial information, the Group
presents Alternative Performance Measures ("APMs") which are not
defined or specified under the requirements of International
Financial Reporting Standards ("IFRS"). The Group believes that
these APMs, which are not considered to be a substitute for or
superior to IFRS measures, provide stakeholders with additional
helpful information and enable an alternative comparison of
performance over time. Further details of the specific items as
disclosed in the Group's Condensed Consolidated Income Statement
are set out below.
|
Six months ended
31 Aug 2024
£'000
|
Six months ended
31 Aug 2023
£'000
|
|
|
|
Operating costs
|
|
|
- Impairment of ROU
asset
|
(377)
|
-
|
- Investigation costs
|
(40)
|
(1,442)
|
- Board change costs
|
-
|
(232)
|
- Unlawful dividend
rectification
|
-
|
(229)
|
|
(417)
|
(1,903)
|
|
|
|
Acquisition-related items
|
|
|
- Madrid post-contractual
obligation
|
(232)
|
(521)
|
- Amortisation of acquired
intangible assets
|
(210)
|
(289)
|
- Consideration treated as an
employee expense
|
(1,866)
|
(1,787)
|
|
(2,308)
|
(2,597)
|
Other items
|
|
|
Finance income - Interest income
on deferred consideration
|
-
|
68
|
Finance income - Gain on Naves
derivative liability and foreign exchange gain
|
87
|
323
|
|
87
|
391
|
|
|
|
|
|
|
Total
|
(2,638)
|
(4,109)
|
Operating costs
Impairment
of ROU asset
During the period, the Group recognised an
extension to a lease of office space with a corresponding increase
in right-of-use asset and lease liability. The Group had previously
sub-let a segregated portion of the office space, but has been
unable to sub-let the office space for the period of the lease
extension. The Group does not use the previously sub-let space and
believes it unlikely it will be sub-let for the period of the
extension. As a result, the Group has recognised an impairment
charge in relation to the portion of the right-of-use asset
relating to this unused office space. As this cost does not relate
to the performance of the business, it is treated as a specific
item.
Investigation costs
During the preparation of the 2023 Annual
Report, the board instigated an investigation into a transaction
which originated in 2013 and involved payments being made through
to 2017. The investigation engaged multiple external specialist
firms and resulted in a significant cost to the business of £1.4
million in the six months to August 2023
with a residual cost of £40,000 in the six months to 31 August
2024, which the Group does not consider reflects the trading of the
business in the period and as a result is treated as a specific
item.
Board change
costs
In the prior period, the Group appointed a new
Chief Financial Officer with effect from 1 August 2023 to replace
Nick Stone who left on 31 July 2023. The recruitment cost incurred
of £0.2 million is not considered part of
the trading performance of the business and so is treated as a
specific item.
Unlawful
dividend rectification
In the prior period, following the
identification of the payment of historic unlawful dividends, the
Group incurred costs of £0.2 million in
relation to their rectification, which are not expected to recur,
are not considered part of the trading performance of the business
and so are treated as specific items.
The tax income on specific items including
within other operating costs was £0.1 million (2023: £0.5
million)
Acquisition-related items
Madrid
post-contractual obligation
As a result of the recruitment of
a team of brokers based in Madrid, service agreements were entered
into with employees. The recruitment of the broker team in Madrid
included the following key elements:
-
The Group assumed a liability for a
post-contractual payment to the employees, which was fully vested
on signing the contracts and subject to ongoing
adjustments.
- An upfront cash payment of £1.3 million with a further
payment of £1.3 million paid in December 2023.
- Share awards to a total value of £1.1 million which vest
evenly in one, two and three years from December 2022
The upfront payments and share
awards have a clawback mechanism which is linked to the continued
employment of the brokers over a three-year period from December
2022. The costs associated with the upfront payments and share
awards are not considered by the Group to be specific items but are
disclosed as acquisition-related expenditure given their
materiality and will be amortised over three years to December
2025. In addition, certain brokers are entitled to a payment on
termination in return for a non-compete obligation. The cost
related to the post-contractual payment obligation is treated as a
specific item because there is no requirement to provide
service.
Amortisation
of acquired intangible assets
An amount of £0.2
million (2023: £0.3 million)
relates to the amortisation of acquired intangible assets,
primarily in relation to intangible assets recognised as a result
of the acquisition of Southport Maritime Inc.
Consideration treated as an employment
expense
Following the acquisition of Southport
Maritime Inc. in December 2022, due to the requirement for ongoing
employee service, the upfront cash payment of £6.0
million and IFRS 2 charge related to
share awards made to the sellers and existing employees of
Southport are treated as a post-combination remuneration expense.
The total expense related to amounts linked to ongoing employee
service in connection with the acquisition of Southport £1.9
million (2023: £1.8 million) in the six
months to August 2024. The period of required employee service is
three years from the acquisition date.
The tax income on acquisition-related items
was £nil (2023: £nil)
Other specific items
Interest
income on deferred consideration
The unwinding of the discounting of
the deferred receivable in respect of the Cory Brothers disposal
contributed interest income of £68,000 in the prior period. Given
the continued reduction in this amount, the Group has no longer
treated this amount as a specific item.
Gain on
Naves derivative liability and foreign exchange
gain
The gain of £0.1
million (2023: £0.3m) in
relation to Naves related foreign exchange on convertible loan note
liabilities and fair value gain on the linked derivative is
included as a specific item as it relates to the acquisition of
Naves and is not related to trading.
The tax income on Other specific
items was £0.1million (2023: £0.1 million)
6
Taxation
The total tax charge of £1.4 million consists
of a current tax charge of £1.2 million and a deferred tax charge
of £0.2 million. The total tax charge of £0.3 million for the
comparative period comprises a current tax charge of £0.8 million
and a deferred tax credit of £0.5 million.
Current tax is charged at 22.54% on underlying
profits for the six months ended 31 August 2024 (2023: 23.5%)
representing the best estimate of the average annual effective tax
rate expected to apply for the full year, applied to the pre-tax
income of the six-month period. The annual effective tax rate in
the current period is broadly lower than the standard rate
applicable due to the impact of a lower rate in
Singapore.
At 31 August 2024, the Group recognised a
deferred tax asset of £2.5 million (29 February 2024: £3 million)
and deferred tax liability of £nil (29 February 2024: £nil). The
reduction in the deferred tax asset is a result of the valuation of
outstanding share awards and the movement in the mark-to-market
gain of the Group's forward currency contracts at 31 August 2024.
As a result of the movements on deferred tax, a charge of £0.2
million was recognised in the income statement, with the balance of
the movement recognised in equity. Deferred tax assets arise
primarily in the UK, the deferred tax credit is based on 25.0% for
the six months ended 31 August 2024 (2023: 25.0%) The amount of
deferred tax is based on the expected manner of realisation of the
carrying amount of assets and liabilities. The directors believe it
is probable that there will be sufficient taxable profits in the
future to recover the deferred tax assets in full.
The Group is not within the scope of the OECD
Pillar two model rules. Pillar two applies to multinational groups
with consolidated revenue over €750 million.
7 Earnings
per share
Basic earnings per share is calculated by
dividing the earnings attributable to ordinary shareholders by the
weighted average number of ordinary shares outstanding during the
year. At 31 August 2024 1,250,717 ordinary shares were held by the
Employee Share Ownership Plan ("ESOP") which are not treated as
outstanding for the purpose of calculating earnings per share
(29 February 2024: 2,303,211 held by the ESOP and 62,290
shares held by the ACM Employee Benefit Trust).
For diluted earnings per share, the weighted
average number of ordinary shares in issue is adjusted to assume
conversion of all dilutive potential ordinary shares. The
Group has dilutive potential ordinary shares, being those options
granted to employees where the exercise price is less than the
average market price of the Company's ordinary shares during the
period, and convertible loan notes issued in respect of the Naves
acquisition.
Total operations
|
Six months ended
31 Aug 2024
£'000
|
Six
months ended
31 Aug 2023
£'000
|
Profit for the year attributable to
shareholders
|
2,145
|
1,565
|
|
Pence
|
Pence
|
Basic earnings per share
|
6.83
|
5.37
|
Effect of dilutive potential
ordinary shares
|
(0.82)
|
(1.01)
|
Diluted earnings per
share
|
6.01
|
4.36
|
Underlying operations
|
Six months ended
31 Aug 2024
£'000
|
Six
months ended
31 Aug 2023
£'000
|
Underlying profit for the year
attributable to shareholders
|
4,569
|
5,077
|
|
Pence
|
Pence
|
Basic earnings per share
|
14.55
|
17.43
|
Effect of dilutive potential
ordinary shares
|
(1.76)
|
(3.28)
|
Diluted earnings per
share
|
12.79
|
14.15
|
A reconciliation by class of instrument in
relation to dilutive potential ordinary shares and their impact on
earnings is set out below:
|
Six months ended
31 Aug 2024
|
|
Six
months ended
31 Aug 2023
|
|
Weighted
average number of shares
|
Underlying earnings
£'000
|
Statutory
earnings
£'000
|
|
Weighted
average number of shares
|
Underlying earnings
£'000
|
Statutory
earnings
£'000
|
|
|
|
|
|
|
|
|
Used in basic earnings per
share
|
31,412,468
|
4,569
|
2,145
|
|
29,132,957
|
5,077
|
1,565
|
Employee share awards
|
4,299,483
|
-
|
-
|
|
6,749,611
|
-
|
-
|
Used in diluted earnings per share
|
35,711,951
|
4,569
|
2,145
|
|
35,882,568
|
5,077
|
1,565
|
8
Dividends
The board has declared an interim dividend of
4.5 pence per share (2024: 4.0 pence per share), to be paid on 13
January 2025.
9 Property, plant and
equipment
During the period the Group recognised a £1.4
million increase in right-of-use assets and lease liabilities
accounted for under IFRS 16, primarily in relation to a single
office. Due to a portion of the office which is not used by the
Group and is not expected to be sub-let, the Group also recognised
an impairment charge of £0.4 million in relation to the
right-of-use asset.
10 Investment in
associate
Zuma Labs Limited
At 31 August 2024 the Group held 2,500
ordinary shares in Zuma Labs Limited ("Zuma") being 20% of Zuma's
share capital (at 29 February 2024: 2,500 ordinary shares
being 20% of share capital). Zuma Labs Limited is a private company
incorporated in England and Wales and its registered address is 128
City Road, London, United Kingdom, EC1V 2NX. Zuma Labs Limited has
one share class and each share carries one vote.
The Group has representation on the board of
Zuma Labs Limited, and as a result, the Group considers that it has
the power to exercise significant influence in Zuma Labs Limited
and the investment in it has been accounted for using the equity
method.
11 Other long-term
receivables
|
|
|
31 Aug 2024
£'000
|
29 Feb
2024
£'000
|
Deferred consideration
- non-current
|
|
|
-
|
1,304
|
Contingent consideration
- non-current
|
|
|
-
|
532
|
Security deposits
|
|
|
310
|
304
|
Prepayments
|
|
|
1,344
|
2,449
|
|
|
|
1,654
|
4,589
|
At 29 February 2024,deferred
consideration of £1.3 million and contingent consideration of £0.5
million related to the non-current earn-out payments receivable in
respect of the disposal of Cory Brothers in 2022.
Prepayments includes an asset of £1.3 million
(29 February 2024: £2.4 million) which is the non-current element
of the clawback provision on joining incentives paid to certain
employees. The receivable is amortised over the clawback
period.
12 Trade and other
receivables
|
31 Aug 2024
£'000
|
29 Feb
2024
£'000
|
Trade receivables
|
28,449
|
26,964
|
Provision for impairment of trade
receivables
|
(2,747)
|
(2,837)
|
Net trade receivables
|
25,702
|
24,127
|
Deferred consideration -
current
|
1,320
|
1,316
|
Contingent consideration -
current
|
548
|
550
|
Other receivables
|
5,069
|
3,949
|
Finance lease
receivables
|
-
|
240
|
Contract assets
|
2,062
|
1,517
|
Prepayments
|
6,764
|
6,031
|
Total
|
41,465
|
37,730
|
Included in other receivables in all periods
are security deposits, VAT and other sales tax receivables and
employee loans.
Deferred consideration of £1.3 million and
contingent consideration of £0.5 million relate to the earn-out
payments receivable in respect of the disposal of Cory Brothers in
2022.
The directors consider that the carrying
amounts of trade receivables approximate their fair
value.
The provision for impairment of trade
receivables consists of a lifetime expected loss provision and any
specific provisions. At 31 August 2024 the lifetime expected
loss provision for trade receivables and contract assets was £0.6
million (29 February 2024: £0.6 million). The expected credit
loss rates applied at 31 August 2024 are consistent with those
applied at 29 February 2024. The specific provisions against trade
receivables as at 31 August 2024 were £2.1 million
(29 February 2024: £2.2 million).
13 Convertible Loan
Notes
Acquisition of Naves Corporate Finance
GmbH
In September 2017, the Group acquired the
entire share capital of Naves Corporate Finance GmbH ("Naves").
Naves was an established and successful business, headquartered in
Hamburg, Germany, which advises national and international clients
on corporate finance related to the maritime industry including
restructuring advisory, corporate finance advisory, M&A, asset
brokerage, interim/pre-insolvency management and financial asset
management including loan servicing.
The acquisition agreement provided deferred
amounts that would be payable to management sellers, conditional on
their ongoing service in the business. Following the issuance of
new convertible loan notes in the prior year, at 31 August 2024 no
amounts are subject to future service conditions.
The following table shows amounts
in the Group balance sheet relating to the convertible loan notes
issued on the acquisition of Naves.
|
As at
|
As
at
|
|
31 Aug
2024
|
29 Feb
2024
|
|
|
(restated1)
|
|
£'000
|
£'000
|
Current liabilities:
|
|
|
Convertible loan notes
|
3,001
|
2,978
|
Derivatives
|
104
|
140
|
Total
|
3,105
|
3,118
|
1 Restatement for the
adoption of 'Classification of Liabilities as Current or
Non-current and Non-current liabilities with covenants - Amendments
to IAS 1'. For further details, see in Note
3.
The movement in the Naves-related balances in
the Group Balance Sheet during the period is explained by the items
below:
|
|
£'000
|
Total Naves-related balances at 1
March 2024
|
|
3,118
|
Interest expense
|
|
120
|
Derivative fair value
gain
|
|
(37)
|
Cash paid
|
|
(46)
|
Foreign exchange gain
|
|
(50)
|
Total Naves-related balances
at 31 August 2024
|
|
3,105
|
As at 31 August 2024, there are two further
payments of principal required, with the final payment being in the
full year ended 28 February 2026.
14 Financial
instruments
There have been no substantive changes in the
Group's exposure to financial instrument risk, its objectives,
policies, and other processes for managing those risks or the
methods used to measure them from previous periods. The Group
continues to apply hedge accounting to derivative financial
instruments that meet the criteria set out in IFRS 9.
a) Financial
instruments
i) Principal financial
instruments
The principal financial instruments used by
the Group, from which financial instrument risk arises, are as
follows:
- trade and other
receivables;
- cash and cash
equivalents;
- deferred
consideration receivable;
- contingent
consideration receivable;
- unlisted
investments;
- trade and other
payables;
- revolving credit
facility;
- lease
liabilities;
- derivative
financial instruments; and
- convertible loan
notes.
ii) Financial instruments by
category
Financial instruments measured at fair
value
The Group's financial assets and liabilities
measured at fair value through profit and loss, including their
fair value hierarchy, are as follows. Fair value is the amount at
which a financial instrument could be exchanged in an arm's length
transaction, other than in a forced or liquidated sale.
|
Level 1
£'000
|
Level 2
£'000
|
Level 3
£'000
|
As at
31 Aug 2024
£'000
|
Financial assets
|
|
|
|
|
Unlisted investments
|
-
|
-
|
1,633
|
1,633
|
Contingent consideration
receivable
|
-
|
-
|
548
|
548
|
Derivative contracts
|
-
|
3,593
|
-
|
3,593
|
Total
|
-
|
3,593
|
2,181
|
5,774
|
Financial liabilities
|
|
|
|
|
Embedded derivative
|
-
|
-
|
104
|
104
|
Total
|
-
|
-
|
104
|
104
|
|
Level
1
£'000
|
Level
2
£'000
|
Level
3
£'000
|
As
at
29 Feb
2024
£'000
|
Financial assets
|
|
|
|
|
Unlisted investments
|
-
|
-
|
1,633
|
1,633
|
Contingent consideration
receivable
|
-
|
-
|
1,082
|
1,082
|
Derivative contracts
|
-
|
1,536
|
-
|
1,536
|
Total
|
-
|
1,536
|
2,715
|
4,251
|
Financial liabilities
|
|
|
|
|
Derivative contracts
|
-
|
218
|
-
|
218
|
Embedded derivative
|
-
|
-
|
140
|
140
|
Total
|
-
|
218
|
140
|
358
|
Fair value hierarchy
The level in the fair value hierarchy within
which the financial asset or liability is categorised is determined
on the basis of the lowest level input that is significant to the
fair value measurement.
Financial assets and liabilities are
classified in their entirety into one of three levels:
- Level
1: Quoted prices (unadjusted) in active markets for
identical assets or liabilities.
- Level
2: Inputs other than quoted prices included within
Level 1 that are observable for the asset or liability, either
directly or indirectly.
- Level
3: Inputs for the asset or liability that are not based
on observable market data.
Unlisted investment
The unlisted investments primarily relate to
the Group's investment in the London Tanker Brokers' Panel. the
Group has valued the investment based on an income approach which
has resulted in the fair value being deemed to be in Level 3 of the
fair value hierarchy. The Group's policy is that the beginning of
the financial year is considered the date of transfer between
levels in the fair value hierarchy. The significant unobservable
inputs into the valuation are:
-
a discount rate of 16.4%; and
-
expected income from the investment.
An increase in the discount rate of 2% would
result in an increased fair value loss of £0.1 million recognised
in the Income Statement, while a decrease in the discount rate of
2% would result in a gain of £0.2 million recognised in the Income
Statement. A 10% increase/decrease in expected income would result
in a £0.1 million gain/loss.
Contingent consideration receivable
The fair value of the contingent consideration
receivable includes unobservable inputs and is therefore classified
as Level 3. The contingent consideration receivable relates
to the disposal of the Logistics Division in 2022. The SPA provides
for a minimum guaranteed amount; this amount has been classified as
deferred consideration. The balance of the earnout consideration is
contingent on the future performance of the combined business up to
a maximum specified in the SPA; this has been classified as
contingent consideration.
The fair value of the contingent consideration
has been calculated by reference to management's expectation of the
future profitability of the combined business and discounted to
present value using a discount rate of 5.19%. The valuation is most
sensitive to the expectation of future profitability. During the
period, the Group received £1.9 million in relation to the second
deferred and contingent consideration payment. In the Cash Flow
Statement, £1.7 million is allocated to investing activities, £0.1
million relates to interest received and £0.1m is included in
operating activities in relation to the gains made on the
revaluation of the contingent portion of the consideration
receivable.
Forward currency contracts
The fair value of the forward currency
contracts is determined from the present value of future cash flows
based on the forward exchange rates at the balance sheet date and
have therefore been classified as Level 2 in the fair value
hierarchy.
The Group manages its exposure to US Dollar
currency variations by spot and forward currency sales and other
derivative currency contracts. The following table shows the
notional values and average rates of forward contracts held at the
balance sheet date.
|
Notional
Value
US
$'000
|
Weighted
average exchange rate
£/$
|
Net
balance sheet carrying value
£'000
|
At 31 August 2024
|
110,950
|
1.26
|
3,593
|
At 29 February 2024
|
118,950
|
1.25
|
1,318
|
A gain of £0.9 million (2024: £2.2 million
gain) has been recognised in the condensed consolidated Income
Statement in respect of forward contracts which have matured in the
period.
The maturity analysis of forward currency
contracts is provided below:
|
31 Aug 2024
£'000
|
29 Feb
2024
£'000
|
Assets
|
|
|
Forward currency contracts maturing within 12
to 24 months
|
411
|
249
|
Forward currency contracts maturing within 12
months
|
3,182
|
1,287
|
Total assets
|
3,593
|
1,536
|
Liabilities
|
|
|
Forward currency contracts maturing within 12
to 24 months
|
-
|
(43)
|
Forward currency contracts maturing within 12
months
|
-
|
(175)
|
Total liabilities
|
-
|
(218)
|
Embedded derivative
The convertible loan notes issued on the
acquisition of Naves contain an embedded derivative, being a euro
liability of principal and interest. The equity value of the
underlying derivative is not considered to be closely related to
the debt host, therefore the loan note is considered to be a
financial liability host with an embedded derivative convertible
feature which is required to be separated from the host.
The fair value of the embedded derivative
includes unobservable inputs and is therefore classified as Level
3. The key assumptions underpinning the fair value of the embedded
derivative relate to the expected future share price of the Group,
which the valuation is most sensitive to, and the sterling to euro
exchange rate. The fair value has been determined using the
Black-Scholes valuation model. During the period, an unrealised
gain of £36,000 (2023: £0.3 million) was recognised in finance
income in the Income Statement.
Valuation processes
Generally, the Group uses external specialists
to value financial instruments included within level 3 of the fair
value hierarchy. The results of those valuations are reviewed at
each reporting date within the finance team.
Financial instruments not measured at fair
value
The Group's financial assets and liabilities
that are not measured at fair value are held at amortised cost. Due
to their short-term nature, the carrying value of these financial
instruments approximates their fair value. Their carrying values
are as follows:
Financial assets
|
31 Aug 2024
£'000
|
29 Feb
2024
£'000
|
Cash and cash
equivalents
|
26,033
|
27,951
|
Deferred consideration receivable
|
1,320
|
2,620
|
Trade and other
receivables
|
34,153
|
30,159
|
Total
|
61,506
|
60,730
|
Financial liabilities
|
31 Aug 2024
£'000
|
29 Feb
2024
£'000
|
Trade and other payables
|
6,951
|
4,851
|
Convertible loan notes
|
3,001
|
2,978
|
Loans and borrowings
|
22,751
|
26,966
|
Total
|
32,703
|
34,795
|
At 31 August 2024, trade and other payables of
£43.5 million (at 29 February 2024: £43.6 million) were
recognised on the Balance Sheet, which included employee related
payables of £34.5 million (at 29 February 2024: £36.6 million)
which are not financial liabilities, and lease liabilities of £1.7
million (at 29 February 2024: £1.9 million) are not included
in the table above.
15 Pension surplus
|
31 Aug 24
|
29 Feb 24
|
|
£'000
|
£'000
|
Present value of funded
obligations
|
10,741
|
10,609
|
Fair value of scheme assets, net of
tax
|
(12,522)
|
(12,023)
|
Total surplus of defined benefit
pension scheme
|
(1,781)
|
(1,414)
|
The free-standing tax charge on the net
pension asset reduced from 35% at 29 February 2024 to 25% from 6
April 2024. This measure was substantively enacted on 11 March 2024
resulting in an increase to the present value of the defined
benefit asset.
The following table sets out the sensitivity
of the net defined pension surplus to changes in key
estimates.
Change in assumption
|
Approximate increase in
liabilities
|
|
£'000
|
Interest rate reduced by 0.5%
pa
|
967
|
Inflation assumption increased by
0.5% p.a.
|
634
|
Increase in life expectancy of 1
year for each member
|
269
|
16 Provisions
|
Dilapidations
£'000
|
Uncertain
commission obligation
£'000
|
Other
£'000
|
Total
£'000
|
At 29 February 2024
|
605
|
2,094
|
439
|
3,138
|
Provided in the year
|
274
|
-
|
-
|
274
|
Utilised in the year
|
-
|
-
|
(79)
|
(79)
|
Reversal of provision in the year
|
-
|
(88)
|
-
|
(88)
|
Exchange differences
|
(6)
|
(85)
|
(14)
|
(105)
|
At 31 August
2024
|
873
|
1,921
|
346
|
3,140
|
|
|
|
|
|
Current
|
686
|
1,921
|
346
|
2,953
|
Non-current
|
187
|
-
|
-
|
187
|
At 31 August
2024
|
873
|
1,921
|
346
|
3,140
|
Dilapidations relate to future obligations to
make good certain office premises upon expiration of the lease
term. The provision is calculated with reference to the location
and square footage of the office.
Employee entitlements of £0.3 million are
included in other, which relate to statutory long service leave in
Braemar ACM Shipbroking Pty Limited. This is based on the principle
that each Australian employee is entitled to leave over and above
any annual leave on completion of ten years' continuous service.
The provision is calculated with reference to the number of
employees who have at least seven years of continuous
service.
The uncertain commission obligation relates to
an historical unsettled commission payable which was recorded in
2017 upon completion of a contract originated in 2013. While the
board cannot forecast with certainty final outcomes in respect of
these obligations, based on the Group's current information, the
amount recognised is the current best estimate of the amount
required to settle the obligation at the balance sheet date, taking
into account the risks and uncertainties surrounding the
obligations, including interpretation of specific laws and
likelihood of settlement.
17 Share capital and Share
premium
|
Number of
shares
|
Ordinary
shares
|
Share
premium
|
|
(thousands)
|
£'000
|
£'000
|
At 1 March
2023
|
32,925
|
3,292
|
53,796
|
Capital reduction
|
-
|
-
|
(53,796)
|
At 31 August
2023, 29 February 2024 and 31 August 2024
|
32,925
|
3,292
|
-
|
No ordinary shares have been issued in the six
months to 31 August 2024.
18 ESOP reserve
An Employee Share Ownership Plan ("ESOP") was
established on 23 January 1995. The ESOP has been set up to
purchase shares in the Company. These shares, once purchased, are
held in trust by the Trustee of the ESOP, SG Kleinwort Hambros
Trust Company (CI) Limited, for the benefit of the employees.
Additionally, an Employee Benefit Trust ("EBT") previously run by
ACM Shipping Group plc held shares in the Company. During the
period, the Group completed the process of winding up the EBT with
the shares held being sold in the market.
The ESOP reserve represents a deduction from
shareholders' funds and a reduction in distributable reserves. The
deduction equals the net purchase cost of the shares held in by the
ESOP. Shares allocated by the ESOP to satisfy share awards
issued by the Group are transferred to retained earnings at cost on
a FIFO basis.
|
£'000
|
At 1 March 2023
|
10,607
|
Shares acquired by the
ESOP
|
1,931
|
ESOP shares allocated
|
(21)
|
At
31 August 2023
|
12,517
|
Shares acquired by the
ESOP
|
4,194
|
ESOP shares allocated
|
(9,571)
|
At
29 February 2024
|
7,140
|
Shares acquired by the
ESOP
|
367
|
Winding up of EBT shares
|
(521)
|
ESOP shares allocated
|
(3,477)
|
At
31 August 2024
|
3,509
|
As at 31 August 2024 the ESOP held 1,250,717
(29 February 2024: 2,303,211) ordinary shares of 10 pence. In
addition, at 29 February 2024 the ACM EBT held 62,290 ordinary
shares of 10 pence each, which were sold during the
period.
19 Other reserves
|
Note
|
Capital redemption
reserve
£'000
|
Merger reserve £'000
|
Foreign currency translation reserve £'000
|
Hedging reserve £'000
|
Total £'000
|
At 1 March 2023
|
|
396
|
24,641
|
4,024
|
(242)
|
28,819
|
Cash flow hedges:
|
|
|
|
|
|
|
- Transfer to income statement
|
|
-
|
-
|
-
|
(1,074)
|
(1,074)
|
- Fair value gains in the period
|
|
-
|
-
|
-
|
3,843
|
3,843
|
Capital reduction
|
|
(396)
|
(19,755)
|
-
|
-
|
(20,151)
|
Foreign exchange gain on net investment
hedge
|
|
-
|
-
|
262
|
-
|
262
|
Foreign exchange loss arising on translation
of foreign operations
|
|
-
|
-
|
(1,873)
|
-
|
(1,873)
|
Deferred tax on items taken to
equity
|
|
-
|
-
|
-
|
(692)
|
(692)
|
At 31 August 2023
|
|
-
|
4,886
|
2,413
|
1,835
|
9,134
|
Cash flow hedges:
|
|
|
|
|
|
|
- Transfer to income statement
|
|
-
|
-
|
-
|
(1,157)
|
(1,157)
|
- Fair value gains in the period
|
|
-
|
-
|
-
|
29
|
29
|
Foreign exchange loss on net investment
hedge
|
|
-
|
-
|
(13)
|
-
|
(13)
|
Foreign exchange gain arising on translation
of foreign operations
|
|
-
|
-
|
90
|
-
|
90
|
Deferred tax on items taken to
equity
|
|
-
|
-
|
-
|
282
|
282
|
At 29 February 2024
|
|
-
|
4,886
|
2,490
|
989
|
8,365
|
Cash flow hedges:
|
|
|
|
|
|
|
- Transfer to income statement
|
|
-
|
-
|
-
|
(854)
|
(854)
|
- Fair value gains in the period
|
|
-
|
-
|
-
|
3,128
|
3,128
|
Foreign exchange gain on net investment
hedge
|
|
-
|
-
|
144
|
-
|
144
|
Foreign exchange loss arising on translation
of foreign operations
|
|
-
|
-
|
(1,165)
|
-
|
(1,165)
|
Deferred tax on items taken to
equity
|
|
-
|
-
|
-
|
(569)
|
(569)
|
At 31 August
2024
|
|
-
|
4,886
|
1,469
|
2,694
|
9,049
|
All other reserves are attributable to the
equity holders of the parent company.
20 Contingent
liabilities
From time to time the Group may be engaged in
litigation in the ordinary course of business. The Group carries
professional indemnity insurance. There are currently no contingent
liabilities expected to have a material adverse financial impact on
the Group's consolidated results or net assets.
21 Related party
transactions
The Group's related parties are unchanged from
those reported in the full year financial statements for the year
ended 29 February 2024. There have been no significant related
party transactions in the six months ended 31 August 2024. For
further information about the Group's related parties, please refer
to the Group's Annual Report 2024.
22 Events after the
reporting date
There were no significant non-adjusting events
between the reporting date and the date these condensed interim
financial statements were authorised for issue.
Statement of directors' responsibilities
We confirm that to the best of our
knowledge:
· the
condensed set of financial statements has been prepared in
accordance with UK-adopted IAS 34 Interim Financial Reporting;
and
· the
interim management report includes a fair review of the information
required by:
a) DTR 4.2.7R of the Disclosure Guidance and Transparency Rules,
being an indication of important events that have occurred during
the first six months of the financial year and their impact on the
condensed set of financial statements; and a description of the
principal risks and uncertainties for the remaining six months of
the year; and
b) DTR 4.2.8R of the Disclosure Guidance and Transparency Rules,
being related party transactions that have taken place in the first
six months of the current financial year and that have materially
affected the financial position or performance of the entity during
that period; and any changes in the related party transactions
described in the last annual report that could do
so.
By order of the
board
James
Gundy
Group Chief Executive Officer
5 November
2024
|
Grant
Foley
Group Chief Financial Officer
|