TIDMBONH
RNS Number : 0173C
Bonhill Group PLC
08 June 2023
08 June 2023
Bonhill Group plc
("Bonhill", the "Company" or the "Group")
Final Results
Bonhill Group Plc (AIM: BONH), announces its audited final
results for the year ended 31 December 2022 ("FY22").
Financial Highlights
-- Revenue down 9% to GBP14.9 million (2021: GBP16.4 million)
-- Adjusted EBITDA loss of GBP1.4million down from a break even position in 2021
-- Gross profit down by 12% to GBP10.8 million (2021: GBP12.3
million) due to change in product mix; gross margin decreased to
73% (2021: 75%)
-- Operating loss GBP6.2 million (2021: operating loss of GBP8.3 million)
-- Successful fundraising in May 2022, boosting cash by a net GBP1.0 million
-- Cash at 31 December 2022 at GBP1.3 million (2021: GBP1.4
million), which includes GBP0.6 million of borrowings. As at 31 May
2023, cash was GBP3.4 million.
*note under IFRS5, all figures are classed as being from
discontinued operations, and should be read as such, even when not
particularly specified
Operational Highlights
-- Company announced in August 2022, that it had successfully
disposed of the Business Solutions and Governance division to
Stubben Edge Group Limited for cash consideration of GBP0.7
million
-- Announcement of strategic review and formal sale process made in October 2022
Post Year End Highlights
-- The successful sale of the UK assets and trade and the full
Asia business to the Mark Allen Group (MAG) in February 2023 for
cash consideration of GBP6.5 million
-- Announcement of exchange of contracts with Key Media Limited
in May 2023 for conditional cash consideration of $4.1 million for
the assets and trade of the US business
-- Company has announced in its shareholder circular its
intention to complete a tender offer as soon as possible, and to
return the majority of the remaining cash in the business to
shareholders
For further enquiries please contact:
Bonhill Group plc
Jonathan Glasspool, Non-executive Chairman +44 (0)20 7638
Sarah Thompson, Chief Financial Officer 6378
Shore Capital (Financial Adviser, Nominated
Adviser and Broker)
+44 (0)20 7408
Tom Griffiths/David Coaten 4050
For more information visit www.bonhillplc.com.
Chairman's statement
2022 was a pivotal year for Bonhill which started with a
fundraise and a change of leadership, leading to the implementation
of a strategic review and a formal sale process announced in
October 2022.
As a Group, Bonhill has struggled to bounceback in a post-COVID
world. The purchase of Investment News in July 2018 was, with
hindsight, a disastrous time for a small UK B2B publisher to be
spending $27m of shareholders' money on a US company with a
significant percentage of its income from events. The US media
market has proven to be the graveyard for many a UK media company
assuming that success in the UK can be repeated in the ruthlessly
competitive US market. Bonhill proved that it was no exception to
this rule.
Furthermore, as a small microcap with little working capital,
Bonhill has also struggled to justify the costs of public listing,
and to find the cash to make the investments necessary to improve
its services to customers. These customers are rightly demanding a
much more sophisticated level of audience data than Bonhill's
systems allowed, especially in the USA. And Bonhill lacks the
economies of scale to make such investments in systems work.
Despite the best efforts of the global team and the considerable
number of structural and cost-saving changes put in place this
year, the Board decided that it was in the shareholders' best
interests to explore different avenues for the future of the
company, especially given the ongoing demands for investment in the
business.
Group Financial Performance
Please note, under IFRS 5, all financials are classified as
discontinued operations for the year ended 31 December 2022 and as
such, any trading or profit and loss numbers for the year should be
read accordingly.
Revenue for the year ended 31 December 2022 (the "Year") was
GBP14.9 million (2021: GBP16.4 million). As has been seen in
previous years, the Company delivered a slightly stronger second
half of the Year ("H2") with GBP7.6 million of revenue, compared to
GBP7.3 million reported in the first half ("H1"), and EBITDA loss
for the Year of GBP(1.4) million (2021: GBP0.0 million break even).
Overall, the Group saw gross margins at 73%, a 2% reduction on last
year.
From a cash perspective this continued to be the biggest focus
for the finance team but with multiple years of EBITDA losses and a
working capital calendar that was heavily skewed towards the back
end of the year, some help was needed to be able to maintain the
day-to-day obligations. As such, a successful fundraise was
completed in April 2022 raising a net cash sum of GBP1.0 million.
Additionally, the company secured a short-term loan in the second
half of the year with Rockwood Strategic Plc of GBP0.8 million, of
which, GBP0.6 million was drawn down by 31 December 2022. Since the
year end this loan facility was increased to GBP1.0 million, fully
utilised and then repaid in full on 1 March 2023. These measures
meant that the cash balance at the year end was GBP1.3 million
(2021: GBP1.4 million) with a net cash position (excl. finance
leases) of GBP0.6m (2021: GBP1.3 million).
Divisional updates
Business Solutions and Governance
Following the management changes announced in April 2022, the
Board conducted a review of the Group and its constituent
businesses. As a result, the Board resolved to dispose of the
Company's BSG division so that the Company could focus purely on
financial services (being approximately 85 per cent of the
business).
The Company further announced in August 2022, that it had
successfully disposed of the division to Stubben Edge Group Limited
for cash consideration of GBP0.7 million for the core trade and
assets of the division. The sale was also expected to enable the
Group to achieve approximately GBP0.6 million in annual cost
savings from streamlining central support headcount, reduced office
space and lower IT costs.
A 6 month Transitional Services Agreement was put in place at
the point of sale to support the financial and technology
departments post-acquisition. This ended on 28 February 2023.
2022 was a better year for the UK business as it started to see
a return to live events. This really gathered pace in H2.
Unfortunately we did need to run through some credits from COVID
cancelled events and our margins were hit as some events were
slightly sub scale, but events revenue increased considerably. In
Asia lockdown didn't end fully until late in 2022 so events
revenues saw no improvement. This upswing was partly offset by a
generally poor performance in media. Macro economic factors meant
that asset managers were reluctant to release discretionary
marketing spend. Large outflows from investment funds were seen
across the board which also impacted market confidence.
ESG (Environmental, Social and Governance) has been one of our
great success stories in recent years but again here we saw a
decline in support as responsible investing took a backseat behind
returns. Our attempt to get traction for ESGClarity in the US was
met with resistance and we had less success tempting asset managers
to tell their ESG story. An area of success and growth was in
video. The London office created a video suite and quickly earned a
reputation for creating cost effective content packages and this
revenue stream grew steadily throughout 2022.
Financially, FSUE managed to maintain its revenue at GBP6.3
million (same as in 2021) but EBITDA went from GBP0.6 million in
2021 to GBP0.1 million in 2022 due to increased supplier costs.
Additionally, there was a big shift in product mix with 42% of
revenue coming from events in the year which average a gross margin
of 60% (2021: 35% of revenue) and 40% coming from digital which
averages 97% margin (2021: 48% of revenue). Lack of cash was a
major stumbling block for the UK business. Our relationship with
suppliers was badly affected and the business suffered from a lack
of confidence and appetite for risk for new ventures.
Following discussions with major shareholders, it was announced
in October 2022 that the Company was undergoing a strategic review
and a formal sale process. The successful sale of the UK assets and
trade and the full Asia business to the Mark Allen Group (MAG) was
announced in February 2023 for cash consideration of GBP6.5
million. At this point, Patrick Ponsford transferred across to the
Mark Allen Group and resigned from his positions as Chief Executive
Office and Executive Director of Bonhill Group Plc. The Brands that
have moved over as part of the sale including Portfolio Advisor,
Expert Investor and Fund Selector Asia are well-established and
long-trusted and it's encouraging that they have been sold to a
vibrant independent company that can better support and grow them
in the future.
Financial Services US ("FSUS")
For InvestmentNews, 2022 was a year in which we strengthened
both our editorial and sales teams. Staff members came back to
InvestmentNews in this year as they witnessed the momentum and
success we built in 2022. We launched or further built initiatives
in custom content and research, video, webinars and IN GameDay and
INASDAQ. All of this was against the poorest performing Wall Street
since the Great Recession. The fundamental improvements and new
launches in 2022 ensure a bright and prosperous future for the
InvestmentNews platform.
Revenue for FSUS reduced to $8.8 million in 2022 (2021: $10.1
million) as we saw a continued decline in both print and digital
product streams. There was also a reduction in events revenue as we
struggled to get the level of expected delegates. This resulted in
a reduction of gross profit to $6.3 million (2021: $7.6 million).
To help mitigate the impact of this, the Company looked to flex the
workload of current employees and only backfill in critical roles.
This resulted in lower staff costs of $0.6 million, however this
was not enough to offset the loss. It became clear that Bonhill
couldn't support InvestmentNews due to cash restraints and this all
factored into the decision to proceed down the sale route.
Post Year end
Since the year end it was announced that the Company was in
advanced talks with a buyer for the US business and InvestmentNews
brand. We were pleased to exchange contracts with Key Media Limited
on 24 May 2023 for a cash consideration of $4.1 million. Key Media
is a global publishing company that is well placed, both in terms
of culture and platforms, to fully embrace InvestmentNews and help
it on its journey back to growth and profitability.
Now the formal sale process is concluded, the Company has
announced in its shareholder circular its intention to complete a
tender offer as soon as possible, and to return substantially all
of the remaining cash in the business to shareholders. After this
point, the Company will purely consist of shells and dormant
subsidiaries now the assets and trade have all been sold, so it is
expected that the Company will enter a voluntary liquidation
process.
Lastly, I'd like to thank our staff on both sides of the
Atlantic for their patience and fortitude as we went through the
sale process. However excellent the assets that Bonhill owned, and
however promising their future now is under new ownership, it has
not been an easy time for our team as they have endured the
uncertainties of a sale.
My sincerest thanks to them all.
Jonathan Glasspool
Consolidated statement of comprehensive income
for the year ended 31 December 2022
Year ended Year ended
31 December 31 December
2022 2021
Notes GBP'000 GBP'000
--------------------------------------------- ------ -------------- --------------
Revenue 2 14,913 16,360
Cost of sales (4,071) (4,064)
--------------------------------------------- ------ -------------- --------------
Gross Profit 10,842 12,296
--------------------------------------------- ------ -------------- --------------
Operating Expenses 3 (12,263) (12,272)
--------------------------------------------- ------ -------------- --------------
Adjusted EBITDA (1,421) 24
--------------------------------------------- ------ -------------- --------------
Amortisation of lease asset 15 (634) (673)
Internal amortisation and impairment 10 (4,137) (7,463)
Depreciation 11 (119) (130)
Share based payments 19 97 (87)
Gain/loss on disposal 589 -
Restructuring costs 3 (544) -
--------------------------------------------- ------ -------------- --------------
Operating Loss (6,169) (8,329)
--------------------------------------------- ------ -------------- --------------
Finance costs 7 (102) (146)
--------------------------------------------- ------ -------------- --------------
Loss before tax (6,271) (8,475)
--------------------------------------------- ------ -------------- --------------
Tax 8 (280) 395
--------------------------------------------- ------ -------------- --------------
Loss for the period (6,551) (8,080)
--------------------------------------------- ------ -------------- --------------
Other comprehensive income:
Items that may be reclassified subsequently
to profit or loss:
Exchange differences on translating foreign
operations 596 129
--------------------------------------------- ------ -------------- --------------
Total comprehensive loss for the year (5,955) (7,951)
--------------------------------------------- ------ -------------- --------------
Basic loss per share attributable
to the owners of the parent 9 (5.49)p (8.2)p
Diluted loss per share attributable to the
owners of the parent 9 (5.49)p (7.24)p
--------------------------------------------- ------ -------------- --------------
Consolidated statement of financial position
as at 31 December 2022
31 December 31 December
2022 2021
Notes GBP'000 GBP'000
--------------------------------------------------- ------ ------------ ------------
Non-current assets
Goodwill 10 - 4,810
Other intangible assets 10 - 6,624
Property, plant and equipment 11 - 103
Deferred tax asset 8 - 292
Right-of-use asset 15 - 2,140
--------------------------------------------------- ------ ------------ ------------
- 13,969
--------------------------------------------------- ------ ------------ ------------
Current assets
Trade and other receivables 13 2,071 3,288
Cash and cash equivalents 1,270 1,372
Goodwill 10 3,548 -
Property, plant and equipment 11 54 -
Right-of-use asset 15 2,174 -
Current tax asset 53 -
Assets held for sale 10 4,509 -
--------------------------------------------------- ------ ------------ ------------
13,679 4,660
--------------------------------------------------- ------ ------------ ------------
Total assets 13,679 18,629
--------------------------------------------------- ------ ------------ ------------
Non-current liabilities
Deferred tax liability 8 - (348)
Borrowings 16 - (81)
Lease financial liability 15 - (1,686)
--------------------------------------------------- ------ ------------ ------------
- (2,115)
--------------------------------------------------- ------ ------------ ------------
Current liabilities
Trade and other payables 14 (2,935) (3,366)
Borrowings 16 (690) (19)
Lease financial liability 15 (2,316) (619)
Deferred tax liability 8 (308) -
Current tax liability 8 - (1)
--------------------------------------------------- ------ ------------ ------------
(6,249) (4,005)
--------------------------------------------------- ------ ------------ ------------
Total liabilities (6,249) (6,120)
--------------------------------------------------- ------ ------------ ------------
Net assets 7,430 12,509
--------------------------------------------------- ------ ------------ ------------
Equity
Share capital 18 1,193 986
Share premium account 18 2,525 1,759
Share-based payment reserve 19 249 346
Merger reserve 1,976 1,976
Other reserves 104 104
Retained earnings 1,330 7,881
Foreign exchange reserve 50 (543)
--------------------------------------------------- ------ ------------ ------------
Total equity attributable to owners of the parent 7,430 12,509
--------------------------------------------------- ------ ------------ ------------
Consolidated statement of changes in equity
for the year ended 31 December 2022
Share-
based Foreign
Share Share payment Merger Other Retained exchange
capital premium reserve reserve reserves earnings reserve Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
--------------------------- --------- --------- --------- --------- ---------- ---------- ---------- ---------
Balance as at 31 December
2020 986 1,759 245 1,976 104 16,011 (672) 20,409
- - - - -
Loss for the period - - - - - (8,080) - (8,080)
Other comprehensive
income - - - - - - 129 129
--------------------------- --------- --------- --------- --------- ---------- ---------- ---------- ---------
Total comprehensive
loss for the period - - - - - (8,080) 129 (7,951)
Transactions with owners
in their capacity as
owners:
Share option charge - - 101 - - - - 101
Other movements - - - - - (50) - (50)
Balance as at 31 December
2021 986 1,759 346 1,976 104 7,881 (543) 12,509
Loss for the year - - - - - (6,551) - (6.551)
Other comprehensive
income - - - - - - 596 596
--------------------------- --------- --------- --------- --------- ---------- ---------- ---------- ---------
Total comprehensive
loss for the year - - - - - (6,551) 596 (5,955)
Transactions with owners
in their capacity as
owners:
Issue of share capital 207 932 - - - - - 1,139
Share issue costs - (166) - - - - - (166)
Share option charge - - (97) - - - - (97)
Balance as at 31 December
2022 1,193 2,525 249 1,976 104 1,330 53 7,430
--------------------------- --------- --------- --------- --------- ---------- ---------- ---------- ---------
Consolidated statement of cash flows
for the year ended 31 December 2022
Year ended Year ended
31 December 31 December
2022 2021
GBP'000 GBP'000
----------------------------------------------- ------------- -------------
Cash generated from operations (797) 426
Interest paid (93) (123)
Taxation paid (17) 476
Net cash (used in) / generated from operating
activities (907) 779
------------------------------------------------ ------------- -------------
Investing activities
Purchases of property, plant and equipment (67) (49)
Purchases of intangible assets - (24)
Restructuring costs 46
Net cash used in investing activities (21) (73)
------------------------------------------------ ------------- -------------
Financing activities
Proceeds from issue of ordinary shares 973 -
Repayment of borrowings (19) (988)
Lease repayments (616) (629)
Government (C-19 & PPP) funding received - 920
Borrowings received 600 50
------------------------------------------------ ------------- -------------
Net cash generated from / (used in) financing
activities 938 (647)
------------------------------------------------ ------------- -------------
Foreign exchange revaluation loss (112) (30)
------------------------------------------------ ------------- -------------
Net (decrease)/ increase in cash and cash
equivalents (102) 29
Cash and cash equivalents at the beginning
of the period 1,372 1,343
------------------------------------------------ ------------- -------------
Cash and cash equivalents at the end of
the period 1,270 1,372
------------------------------------------------ ------------- -------------
The Group consists of entities with functional currencies of
GBP, USD, SGD and HKD.
Notes to the cash flow statement
Reconciliation of loss after tax to cash flows used in
operations
Group Company
---------------------------- ----------------------------
Year ended Year ended Year ended Year ended
31 December 31 December 31 December 31 December
2022 2021 2022 2021
GBP'000 GBP'000 GBP'000 GBP'000
------------- ------------- ------------- -------------
Loss after tax (6,551) (8,080) (6,827) (8,080)
Adjustments for:
Tax 280 (395) - (395)
Finance costs 102 146 23 146
Amortisation and impairment 4,771 8,135 6,316 8,135
Depreciation of property, plant
and equipment 119 130 23 130
Share-based payment charge (97) 101 (97) 101
PPP loan forgiveness - (931) - (931)
Gain on disposal (589) - - -
Restructuring costs 544 - 189 -
-------------------------------------- ------------- ------------- ------------- -------------
Operating cash flows before
movements in working capital (1,421) (894) (373) (894)
Movement in receivables 1,565 1,308 3 1,308
Movement in payables (941) 12 (183) 12
Movement in intragroup transactions* - (390)
-------------------------------------- ------------- ------------- ------------- -------------
Cash flows generated from /
(used in) operations (797) 426 (945) 426
-------------------------------------- ------------- ------------- ------------- -------------
*On 1 January 2022 the assets and trade of Bonhill Group Plc
were transferred to Bonhill Media UK Limited.
Notes to the financial statements
1. Basis of preparation
The financial statements of Bonhill Group plc have been prepared
in accordance with International Financial Reporting Standards as
adopted by the United Kingdom and IFRIC interpretations (IFRS) and
the Companies Act 2006 applicable to companies reporting under
IFRS. The financial statements have been prepared under the
historical cost convention.
The preparation of financial statements in conformity with IFRS
requires the use of certain critical accounting estimates. It also
requires management to exercise its judgement in the process pf
applying the accounting policies.
The auditor's reports on the accounts for the year ended 31
December 2022 and for the year ended 31 December 2021 were
unqualified, did not draw attention to any matters by way of
emphasis, and did not contain a statement under 498(2) or 498(3) of
the Companies Act 2006.
On 10 October 2022, the Group announced a Strategic Review and
Formal Sale Process of the business. Details of this process can be
found in the Chairman's statement on page 3. As such, management
have not deemed it appropriate to prepare the accounts on a going
concern basis due to the intention to cease trading under Bonhill
Group Plc in 2023. Instead, the accounts have been prepared on a
"break-up" basis. Both the sales of the UK/Asia and US business
were asset sales and therefore the only assets with a book value
that were purchased were intangible assets (customer relationships
and brand). As such, these items have been reclassified in the
Balance Sheet at 31 December 2022 to current assets - "assets held
for sale". All other non-current assets and non-current liabilities
have been reclassified as "current". Under IFRS 5, all operations
of the business, both in the financial statement and notes on pages
31 to 52, are classed as discontinued. It is the intention of the
Board to enter into a members' voluntary liquidation post returning
substantially all of the remaining funds to shareholders, subject
to shareholder approval.
2. Segmental analysis
For executive management purposes, there are three distinct
segments for reporting; Financial Services UK & EMEA
("FUSE"/"UK&Asia") and Financial Services US
("FSUS"/"InvestmentNews") and Corporate (being the costs of the Plc
in addition to Shared Services and all costs not specifically
attributable to one of the other two segments.
Year ended Year ended
31 December 31 December
2022 2021
GBP'000 GBP'000
------------------------------------------ ------------- -------------
Analysis of revenue by core propositions
Business information 9,271 10,277
Live events 4,936 5,263
Data and insight 706 820
------------------------------------------ ------------- -------------
Total revenue 14,913 16,360
------------------------------------------ ------------- -------------
Analysis of revenue by country
United Kingdom 6,651 7,727
North America 7,204 7,377
Asia Pacific 1,058 1,256
------------------------------------------ ------------- -------------
Total revenue 14,913 16,360
------------------------------------------ ------------- -------------
FSUE FSUS BSG/Corporate Total
Year ended 31 December 2022 GBP'000 GBP'000 GBP'000 GBP'000
--------------------------------------- --------- --------- -------------- ---------
Reportable segmental income statement
Revenue 6,282 7,204 1,426 14,913
Adjusted EBITDA 346 (669) (1,097) (1,421)
Adjusted operating profit/(loss) 294 (4,990) (929) (5,625)
Statutory operating profit/(loss) 197 (4,990) (1,376) (6,169)
Statutory profit/(loss) before
tax 196 (5,896) (571) (6,271)
--------------------------------------- --------- --------- -------------- ---------
FSUE FSUS BSG/Corporate Total
Year ended 31 December 2021 GBP'000 GBP'000 GBP'000 GBP'000
--------------------------------------- --------- --------- -------------- ---------
Reportable segmental income statement
Revenue 6,336 7,377 2,647 16,360
Adjusted EBITDA 566 564 (1,107) 23
Adjusted operating loss 302 (6,966) (1,665) (8,329)
Statutory operating loss 302 (6,966) (1,665) (8,329)
Statutory loss before tax 299 (7,840) (934) (8,475)
--------------------------------------- --------- --------- -------------- ---------
3. Operating loss
(a) Operating loss for the year has been arrived at after
charging the following items:
Year ended Year ended
31 December 31 December
2022 2021 (restated)
Note GBP'000 GBP'000
----------------------------------------------- ----- ------------- -----------------
Depreciation of property, plant and equipment 11 112 130
Amortisation of purchased or internally
generated intangible assets 10 1,311 1,271
Impairment of intangible assets 10 2,826 6,191
Lease amortisation 15 634 673
Foreign exchange (gain) or loss (199) 13
Operating lease rentals in respect of land
and buildings 35 32
Staff costs 5 8,086 9,127
Directors' remuneration 6 628 482
Events costs 2,193 2,108
Print/digital related costs 1,610 1,727
Grant income related to COVID-19 (16) (931)
Gain/loss on disposal (589) -
Other costs 3,911 3,876
----------------------------------------------- ----- ------------- -----------------
Adjusted operating costs 20,541 24,689
----------------------------------------------- ----- ------------- -----------------
Adjusting items 544 -
----------------------------------------------- ----- ------------- -----------------
Statutory operating costs 21,085 24,689
----------------------------------------------- ----- ------------- -----------------
Other costs include freelancers, contractors, distribution
costs, technology costs, travel expenses, marketing costs and
professional fees.
(b) During the year, the following services were obtained from
the Group's auditor as detailed below:
Year ended Year ended
31 December 31 December
2022 2021
GBP'000 GBP'000
---------------------------------------------------------- ------------- -------------
Audit services
- Recurring fees payable to Company auditor for
the audit of parent Company and consolidated accounts 110 80
- Additional fees payable in relation to non-recurring
audit work - 1
Other services
Fees payable to the Company's auditor and its associates
for other services:
- The audit of Company's subsidiaries - 53
The disclosure of the auditor's remuneration stated above
relates to the Company's auditor, Cooper Parry Group Limited.
(c) Adjusting items
In the year ended 31 December 2022, the Group incurred GBP0.5m
of cost which the Directors believe should be disclosed as
adjusting items (2021: GBP0). These costs directly relate to the
disposal of the BSG division, the strategic review and the formal
sale process. Adjusted results are prepared to provide additional
relevant information on our future or past performance where
equivalent information cannot be presented using financial measures
under IFRS.
Year ended Year ended
31 December 31 December
2022 2021
GBP'000 GBP'000
------------------ ------------- -------------
M&A related costs 544 -
Total 544 -
------------------ ------------- -------------
4. Reconciliation of Adjusted EBITDA to statutory earnings
Earnings before interest, depreciation and amortisation
("EBITDA") is a measure of earnings and cash generative capacity.
Adjusted EBITDA, which excludes non-recurring items, is a non-GAAP
financial measure which facilitates an understanding of underlying
earnings and cash generative capacity. A reconciliation of Adjusted
EBITDA to statutory earnings is set out below.
Year ended Year ended
31 December 31 December
2022 2021
GBP'000 GBP'000
------------------------------ ------------- -------------
Adjusted EBITDA (1,421) 23
Adjusting items (544) -
------------------------------ ------------- -------------
EBITDA (1,965) 23
Depreciation (119) (130)
Amortisation and impairment (4,771) (8,135)
Gain on disposal 589 -
Share option (charge)/credit 97 (87)
------------------------------ ------------- -------------
Operating loss (6,169) (8,329)
Net finance costs (102) (146)
------------------------------ ------------- -------------
Loss before tax (6,271) (8,475)
Taxation (280) 395
------------------------------ ------------- -------------
Loss after tax (6,551) (8,080)
------------------------------ ------------- -------------
5. Earnings per share
(a) Basic earnings per share
Basic loss per share is calculated by dividing the loss
attributable to owners of the parent by the weighted average number
of ordinary shares in issue during the year.
Based on statutory earnings
Year ended Year ended
31 December 31 December
2022 2021
GBP'000 GBP'000
----------------------------------------------------- ------------- -------------
Loss attributable to owners of the parent (6,551) (8,080)
Weighted average number of ordinary shares in issue 119,268,534 98,585,692
Basic loss per share (pence per share) (5.49)p (8.20)p
----------------------------------------------------- ------------- -------------
Year ended Year ended
31 December 31 December
2022 2021
Based on adjusted earnings GBP'000 GBP'000
----------------------------------------------------- ------------- -------------
Loss attributable to owners of the parent (6,007) (8,080)
Weighted average number of ordinary shares in issue 119,268,534 98,585,692
Basic loss per share (pence per share) (5.04)p (8.20)p
----------------------------------------------------- ------------- -------------
(b) Diluted earnings per share
Diluted earnings per share is calculated by adjusting the
weighted average number of ordinary shares outstanding to assume
conversion of all dilutive potential ordinary shares. As the
company is loss-making in the year, any share options would be
anti-dilutive and therefore diluted EPS is the same as basic
EPS.
6. Called up share capital
Issued and fully paid ordinary shares of 1p each
Number GBP'000
------------------------------- ------------ --------
As at 1 January 2021 98,585,692 986
As at 1 January 2022 98,585,692 986
Shares issued during the year 20,682,842 207
------------------------------- ------------ --------
As at 31 December 2022 119,268,534 1,192
------------------------------- ------------ --------
Issue of shares
Across April and May 2022 20,682,842 shares were issued with an
aggregate premium of GBP931,635, less placing expenses of
GBP165,780, which produced a net premium of GBP765,855.
Rights of shares
Dividends and income - Ordinary shares are entitled to receive
dividends as approved by the Board of Directors.
Voting rights - Ordinary shares are entitled to one share per
vote at General Meetings. Deferred shares cannot be
transferred.
Distribution - Upon liquidation of the Company, once all
liabilities have been met, ordinary shareholders will receive the
value paid up per share plus GBP100.
The Company has granted options to subscribe for ordinary shares
of 1p each, as follows:
Number of shares
for which rights
are exercisable
--------------------------
Subscription Period within
price per which 31 December 31 December
Grant date share options are exercisable 2022 2021
------------ ------------- ------------------------- ------------ ------------
16/08/2021 -
16.08.2018 80.0p 16/08/2028 - 14,880
16/08/2022 -
16.08.2018 80.0p 16/08/2028 - 14,882
16/08/2021 -
16.08.2018 1.0p 16/02/2022 - 451,000
16/08/2022 -
16.08.2018 1.0p 16/02/2023 376,000 451,000
25/10/2023 -
26.10.2021 1.0p 25/10/2030 4,624,775 6,010,000
25/10/2024 -
26.10.2021 1.0p 25/10/2030 4,624,775 6,010,000
07/10/2024 -
07.10.2022 1.0p 07/10/2032 6,000,000 -
------------ ------------- ------------------------- ------------ ------------
15,625,550 12,951,762
------------ ------------- ------------------------- ------------ ------------
During the 12-month period, 3,326,212 share options were
forfeited or cancelled (12 months ended 31 December 2021:
1,500,000). 6,000,000 share options were issued due to the
introduction of the new EMI scheme.
Share premium
The share premium account shows the amount subscribed for share
capital in excess of nominal value, net of share issue costs.
GBP'000
---------------------------------------------------------- --------
Share premium as at 31 December 2021 1,759
Subscription of share capital in excess of nominal value
(net of issue costs) 766
Share premium as at 31 December 2022 2,525
---------------------------------------------------------- --------
Merger reserve
Consideration for the acquisition of Last Word Media included
GBP2.0m of shares. The Group applied merger relief under the UK
Companies Act s615 and so the value of the shares issued as
consideration above their nominal value is included in a merger
reserve.
7. Events after the reporting date
Since the year end there have been several key activities to
note.
Firstly, the UK assets and trade as well as the business and
share capital of Last Word Media Asia (Pte) Limited and Last Word
Media (HK) Limited were sold to the Mark Allen Group for a total
consideration of GBP6.5m. This deal included the transfer of the UK
office lease and as such, both the lease asset and lease liability
were derecognised at the point of completion. Also at the point of
completion Patrick Ponsford transferred over to the Mark Allen
Group and resigned from his role as Chief Executive Officer and
Director of Bonhill Group Plc.
The Rockwood loan facility was increased to GBP1.0m (from the
GBP0.6m agreed before the year end) and was fully drawn down by
February 2023. Upon completion of the above deal, the consideration
funds were partly used to repay this loan in full on 1(st) March
2023.
Additionally, the sale of the US assets and trade have been sold
to Key Media for a conditional cash consideration of $4.1m. Key
Media did not want to assume the New York office lease and as such
we are in negotiations with the landlord to agree an early
settlement figure which will be split 50:50 with Key Media. Once
agreed and completed, the lease asset and lease liability will be
derecognised in the accounts. At the point of completion John
French will transfer over to Key Media and resign from his role as
Chief Executive Officer of InvestmentNews and Director of Bonhill
Group Plc.
The Company has announced in its shareholder circular its
intention to complete a tender offer as soon as possible, and to
return substantially all of the remaining cash in the business to
shareholders. After this point, the Company will purely consist of
shells and dormant subsidiaries once the assets and trade have all
been sold, so it is expected that the Company will enter a
voluntary liquidation process.
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END
MSCFRMRTMTIMBMJ
(END) Dow Jones Newswires
June 08, 2023 02:00 ET (06:00 GMT)
Bonhill (LSE:BONH)
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