TIDMJWNG
RNS Number : 5289X
Jaywing PLC
21 December 2023
The information contained within this announcement is deemed to
constitute inside information as stipulated under the Market Abuse
Regulation (EU) No. 596/2014. Upon the publication of this
announcement, this inside information is now considered to be in
the public domain.
21 December 2023
Jaywing plc
("Jaywing" or "the Company")
Interim Results September 2023
Jaywing plc (AIM: JWNG), the Data Science and Marketing
business, with operations in the UK and Australia, today announces
its interim results for the six months ended 30 September 2023
("H1").
Financial highlights
6 months 6 months
to to
30 September 30 September
2023 2022 Change
GBP'000 GBP'000 %
-------------- -------------- -------
Revenue 11,107 11,161 (0.5%)
-------------- -------------- -------
Underlying Adjusted
EBITDA(1) 1,311 942 39.2%
-------------- -------------- -------
Loss after tax for the
period (1,688) (208)
-------------- --------------
Cash Generated from
Operations (123) (134)
-------------- --------------
Net Debt (excluding
IFRS 16) (2) (11,925) (10,381)
-------------- --------------
Reconciliation of Operating Profit with Adjusted EBITDA
6 months 6 months
to to
30 September 30 September
2023 2022
GBP'000 GBP'000
Operating (Loss)/Profit (537) 580
-------------- --------------
Add Back:
-------------- --------------
Depreciation 119 117
-------------- --------------
Depreciation of right
of use assets 313 310
-------------- --------------
Amortisation of intangibles 227 30
-------------- --------------
EBITDA 122 1,037
-------------- --------------
Restructuring charges 1,189 131
-------------- --------------
Acquisition & related
costs - 192
-------------- --------------
Legal income - (418)
-------------- --------------
Underlying Adjusted
EBITDA(1) 1,311 942
-------------- --------------
Underlying Adjusted
EBITDA margin 11.8% 8.4%
-------------- --------------
6 months to 6 months to Change Change %
30 September 30 September % at constant
2023 2022 exchange
GBP'000 GBP'000 rates*
%
Revenue
------------- ------------- ------ ------------
United Kingdom 7,690 8,426 (8.7%) (8.7%)
------------- ------------- ------ ------------
Australia 3,417 2,735 24.9% 36.7%
------------- ------------- ------ ------------
Group total 11,107 11,161 (0.5%) 2.4 %
------------- ------------- ------ ------------
Underlying Adjusted
EBITDA(1)
------------- ------------- ------ ------------
United Kingdom 810 801 1.1% 1.1%
------------- ------------- ------ ------------
Australia 501 141 255.3% 288.3 %
------------- ------------- ------ ------------
Group total 1,311 942 39.2% 44.1 %
------------- ------------- ------ ------------
(1) Underlying Adjusted EBITDA represents EBITDA before
restructuring charges arising from headcount reduction and other
cost saving actions taken in Q1 of FY24, acquisition and related
costs in FY23 and legal recoveries in FY23
(2) Including accrued interest
* At constant exchange rates applicable to the 6 months ended 30
September 2022
Operational Highlights
-- Underlying Adjusted Group EBITDA up by 39.2% at GBP1,311k, on 0.5% lower revenues
-- Australia ("AUS") underlying profitability improved with
Adjusted EBITDA up 255.3% due to strong AUS revenue growth.
-- AUD:GBP FX rate adversely impacted results. Under constant
exchange rates Group revenues were up by 2.4% and Group Adjusted
EBITDA up by 44.1%.
-- UK cost and efficiency improvements resulted in a 1.1%
increase in Adjusted EBITDA on an 8.7% reduction in revenue.
-- Encouraging new business pipeline
-- UK Marketing sector continues to be affected by current economic conditions.
-- Decision (our AI-based PPC automation tool) is performing
well with 12 clients now on Decision, including our first client in
Australia.
Commenting on the results, Andrew Fryatt, CEO of Jaywing plc,
said :
I am pleased to report a strong improvement in our
profitability, with Group underlying Adjusted EBITDA up 39% to
GBP1,311k on net revenues which were down by 0.5%. I am especially
pleased as we have found ourselves operating against a backdrop of
continuing challenging economic conditions and in a marketing
sector impacted by a widespread slowdown in client spend.
In the first quarter of this financial year we could see the
risk of a slowdown in UK revenues, and we took early action to
reduce our cost base to ensure that we were in the right shape for
the balance of the year. With the support of our employees we were
able to remove around 14% of UK headcount, resulting in a
significant improvement in UK profitability in the second quarter
of this financial year (July 23 to September 23). Following this
exercise, Group headcount is 245 across the UK and Australia.
Australia
Jaywing Australia has seen accelerating revenue growth since the
integration of our two businesses in Sydney. Revenue was up by 25%
in the first half (up by 37% at constant exchange rates), supported
by continuing new client wins. Additional business has been won
with OES and New Balance and we have recently opened a new notable
account with Crocs .
Jaywing Australia's' heritage was previously focused on
performance marketing and website design & build. Now, the
expanded proposition includes Creative and Data Science components,
partially supported out of the UK, building a more integrated
proposition for our clients.
Revenue gains have been delivered whilst maintaining tight
control of costs, and the momentum is expected to continue into the
second half of the financial year.
UK Risk Consulting sector
Early in the year we won a significant new contract for
modelling work with Virgin Media O2, and more recent wins include
model validation contracts with Hampshire Trust Bank and also with
ITV. Together these have driven a 23% growth in half year Risk
Consulting revenues and a 77% growth at contribution level.
The strength of our performance in Risk Consulting has sustained
profitability despite the slowdown in Marketing revenues in the UK,
and we have an encouraging pipeline of further Consulting
opportunities. Our risk consultants and analysts continue to
provide a fast-paced, flexible and high-quality service that
competes strongly in this sector.
UK Agency sector
The weakness of the UK marketing sector has been widely
reported, and we saw a delay in client commitments from April 2023
onwards. As mentioned above, we took decisive action in May 2023 to
ensure our UK Agency cost base was "right-sized" for subdued
revenues, and refocused our efforts on the growth areas of the
sector. We have reaped the benefits of this from July onwards, with
Q2 contribution stepping up markedly compared to a slow Q1, a
result of the restructuring, and currently building a promising
pipeline of new client opportunities.
Our focus on an integrated marketing proposition, using our data
science and creative resources to deliver demonstrably superior
results, continues to resonate with existing and potential clients.
The continued acceleration of the move towards digital has
reinforced the need to understand marketing effectiveness, and we
have been able to deliver both outstanding results and insight to
our clients. We have had 10 new clients commence billing in the
first half, including DUSK.com, Subaru Europe, and Lowell
Financial, and we have seen some clients returning and restarting
spend, including, for example HSBC.
Following the headcount reductions, UK Agency revenue per head
in the first half was up 9% to GBP42k.
We are continuing to build the client base for our suite of
award-winning AI-based tools, including Decision (our AI-based PPC
automation tool) and Archetype (our AI modelling tool that helps to
predict customer behaviour). In our Risk Consulting business, we
also have Echelon (our commercial scoring tool) and Horizon
(AI-based modelling software we use with our IFRS 9 clients).
Decision is used both as a standalone application and also as
part of an integrated solution, and monthly billings are now up 60%
year-on-year.
We continue to develop our automation and AI capabilities across
both our Agency and Risk Consulting divisions to enhance the
effectiveness of our client-focused solutions.
Net Debt and Cash Flow
Net debt increased by GBP1,544k to GBP11,925k as at 30 September
2023, due to the impact of the restructuring exercise, the funding
of the Midisi acquisition in 2022, and interest charges now
accruing at a higher rate.
Working capital continues to be closely managed with debtor days
for the Group dropping from 51 days at the year end, to 47
days.
People
Jaywing has an extraordinarily committed and collaborative group
of employees in both the UK and Australia, which is a key factor in
enabling us to work through this challenging period. I would like
to thank all our employees for their continuing contribution and
support.
Outlook
The actions taken to optimise our cost base, coupled with the
strong growth of Australia and our Risk Consulting business in the
UK, have helped us to offset the impact of the weaker UK Agency
sector in H1. Our new business pipeline and strengthened integrated
marketing proposition give us confidence for the second half,
although we remain cautious given the backdrop of ongoing economic
and geopolitical uncertainty.
Enquiries :
Jaywing plc
Christopher Hughes (CFO/Company Tel: 0333 370 6500
Secretary)
Spark Advisory Partners Limited
Matt Davis / James Keeshan Tel: 020 3368 3552
Consolidated statement of comprehensive income
Unaudited Unaudited Audited
Six months Six months year ended
ended ended 31 March
30 Sept 30 Sept 2022 2023
2023
Note GBP'000 GBP'000 GBP'000
Revenue 4 11,107 11,161 22,062
Other operating income 9 423 507
Operating expenses (11,653) (11,004) (33,909)
------------ -------------- ------------
Operating (Loss) /
Profit (537) 580 (11,340)
Finance costs (859 ) (372 ) (1,195)
(Loss) / Profit before
tax (1,396) 208 (12,535)
Tax charge (292) (416) (291)
------------ -------------- ------------
Loss after tax for
the period (1,688) (208) (12,826)
Loss for the period
is attributable to:
Owners of the parent (1,688 ) (208 ) (12,826)
------------ -------------- ------------
(1,688) (208) (12,826)
Other comprehensive
income
Items that will be
reclassified subsequently
to profit or loss
Exchange differences
on retranslation of
foreign operations 16 (68) (368)
------------ -------------- ------------
Total comprehensive
loss for the period (1,672 ) (276 ) (13,194)
------------ -------------- ------------
Total comprehensive
loss is attributable
to:
Owners of the parent (1,672) (276) (13,194)
------------ -------------- ------------
(1,672) (276) (13,194)
------------ -------------- ------------
Loss per share 5
Basic loss per share (1.81p) (0.22p) (13.73p)
Diluted loss per share (1.81p) (0.22p) (13.73p)
Consolidated balance sheet
Unaudited Unaudited Audited
30 Sept 30 Sept 31 March
2023 2022* 2023
GBP'000 GBP'000 GBP'000
Assets
Non-current assets
Property, plant and equipment 6 3,647 4,010 4,023
Goodwill 10,602 21,705 10,602
Deferred tax asset 620 557 620
Other intangible assets 7 1,983 3,331 2,125
------------------ ----------------- -----------
16,852 29,603 17,370
------------------ ----------------- -----------
Current assets
Trade and other receivables 5,013 5,246 4,418
Contract assets 826 887 352
Cash and cash equivalents 211 490 1,089
6,050 6,623 5,859
------------------ ----------------- -----------
Total assets 22,902 36,226 23,229
------------------ ----------------- -----------
Liabilities
Current liabilities
Borrowings 8 12,136 10,871 11,435
Trade and other payables 6,321 6,839 5,810
Contract liabilities 959 788 983
Lease liabilities 394 486 380
Tax liabilities 185 25 20
Provisions 9 552 - -
------------------ ----------------- -----------
20,547 19,009 18,628
------------------ ----------------- -----------
Non-current liabilities
Lease liabilities 2,379 3,206 2,638
Provisions 9 570 - 570
Deferred tax liability 592 - 592
Trade and other payables 1,706 2,373 2,021
5,247 5,579 5,821
------------------ ----------------- -----------
Total liabilities 25,794 24,588 24,449
------------------ ----------------- -----------
Net (liabilities) / assets (2,892) 11,638 (1,220)
------------------ ----------------- -----------
Equity
Capital and reserves attributable
to equity holders of the
company
Share capital 10 34,992 34,992 34,992
Share premium 10,088 10,088 10,088
Capital redemption reserve 125 125 125
Shares purchased for treasury (25) (25) (25)
Foreign currency translation
reserve (234) 50 (250)
Retained earnings (47,838) (33,592) (46,150)
------------------ ----------------- -----------
Total equity (2,892) 11,638 (1,220)
------------------ ----------------- -----------
* The comparative information has been restated due to
misstatements in the prior period as discussed in the Annual Report
and Accounts for the year ended 31 March 2023
Consolidated cash flow statement
Unaudited Unaudited Audited
Six months Six months year ended
ended ended 31 March
30 Sept 30 Sept 2022 2023
2023
GBP'000 GBP'000 GBP'000
Cash flow from operating activities
Loss after tax for the period (1,688) (208) (12,826)
Adjustment for:
Impairment of goodwill - - 12,095
Depreciation of property, plant,
and equipment 119 117 245
Depreciation and impairment
of right of use assets 313 310 641
Amortisation of intangibles 227 30 320
Financial costs 859 372 1,195
Taxation expense 292 416 291
------------ -------------- ------------
Operating cash flow before
changes in working capital 122 1,037 1,961
Operating cash flow before
changes in working capital
(Increase)/Decrease in trade
and other receivables (1,139) 735 1,986
Increase/(Decrease) in trade
and other payables 894 (1,906) (2,654)
Cash generated from operations (123) (134) 1,293
Interest paid - (15) -
Tax paid (101) (44) (21)
------------ -------------- ------------
Net cash flow from operating
activities (224) (193) 1,272
Cash flows from investing activities
Payment of deferred and contingent
consideration (187) (668) (818)
Acquisition of subsidiary - (400) (400)
Capitalised development costs (85) - -
Acquisition of property, plant,
and equipment (56) (150) (483)
------------ -------------- ------------
Net cash outflow from investing
activities (328) (1,218) (1,701)
------------ -------------- ------------
Cash flows from financing activities
Increase in borrowings - 1,500 1,500
Repayment of Lease Liabilities
(IFRS 16) (326) (313) (696)
Net cash (outflow)/inflow from
financing activities (326) 1,187 804
Net decrease in cash, cash
equivalents and bank overdrafts (878) (224) 375
Cash and cash equivalents at
beginning of period 1,089 714 714
------------ -------------- ------------
Cash and cash equivalents at
end of period 211 490 1,089
------------ -------------- ------------
Cash and cash equivalents comprise:
Cash at bank and in hand 211 490 1,089
------------ -------------- ------------
Consolidated statement of changes in equity
Share Share Capital Treasury Foreign Retained Total
capital premium redemption Shares currency earnings* equity
account reserve translation
reserve
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
--------- --------- ------------ --------- ------------- ----------- ---------
Balance at 31 March
2022 34,992 10,088 125 (25) 118 (33,071) 12,227
(audited)
--------- --------- ------------ --------- ------------- ----------- ---------
Prior year adjustment
(audited) - - - - - (253) (253)
Restated balance at
31 March 2022 (audited) 34,992 10,088 125 (25) 118 (33,324) 11,974
Loss for the period - - - - - (12,826) (12,826)
Retranslation of foreign
currency - - - - (368) - (368)
--------- --------- ------------ --------- ------------- ----------- ---------
Total comprehensive
income for the period - - - - (368) (12,826) (13,194)
--------- --------- ------------ --------- ------------- ----------- ---------
Balance at 31 March
2023 (audited) 34,992 10,088 125 (25) (250) (46,150) (1,220)
--------- --------- ------------ --------- ------------- ----------- ---------
Loss for the period - - - - - (1,688) (1,688)
Retranslation of foreign
currency - - - - 16 - 16
--------- --------- ------------ --------- ------------- ----------- ---------
Total comprehensive
income for the period - - - - 16 (1,688) (1,672)
--------- --------- ------------ --------- ------------- ----------- ---------
Balance at 30 September
2023 (unaudited) 34,992 10,088 125 (25) (234) (47,838) (2,892)
--------- --------- ------------ --------- ------------- ----------- ---------
* The comparative information has been restated due to
misstatements in the prior period as discussed in the Annual Report
and Accounts for the year ended 31 March 2023
1. General Information
Jaywing plc (the "Company") is incorporated and domiciled in the
United Kingdom. The Company is listed on the AIM market of the
London Stock Exchange. The registered address is Albert Works,
Sidney Street, Sheffield,
S1 4RG.
The interim financial information was approved for issue on 30
November 2023.
2. Basis of preparation
The consolidated interim financial statements for the six months
ended 30 September 2023, which are unaudited, have been prepared in
accordance with applicable accounting standards and under the
historical cost convention except for certain financial instruments
that are carried at fair value.
The financial information for the year ended 31 March 2023 set
out in this interim report does not constitute statutory accounts
as defined in Section 434 of the Companies Act 2006. The Group's
statutory financial statements for the year ended 31 March 2023
have been filed with the Registrar of Companies. The auditor's
report on those financial statements was unqualified and did not
contain statements under Section 498 (2) or Section 498 (3) of the
Companies Act 2006.
The consolidated interim financial information should be read in
conjunction with the annual financial statements for the year ended
31 March 2023, which have been p repared and approved by the
Directors in accordance with UK-adopted International accounting
standards in conformity with the Companies Act 2006. The
Consolidated Financial Statements have been prepared under the
historical cost convention, except for revaluation of any assets
and liabilities carried at fair value.
The Board continually assesses and monitors the key risks of the
business. The Board continues to consider the Group's profit and
cash flow plans for at least the next 12 months and runs forecasts
and downside stress test scenarios. These risks have not
significantly changed from those set out in the Company's Annual
Report for the period ended 31 March 2023.
Based on the Group's cash flow forecasts and projections, the
Directors are satisfied that the Group has adequate resources to
continue in operational existence for the foreseeable future. In
considering their position the Directors have also had regard to
letters of support in respect of the secured debt received from
each of the holders of that debt. The Group has continued to adopt
the going concern basis of accounting in preparing these interim
financial statements.
3. Accounting policies
The principal accounting policies of Jaywing plc and its
subsidiaries ("the Group") are consistent with those set out in the
Group's 2023 annual report and financial statements other than the
new policies included below.
There were no new relevant Standards or Interpretations to be
adopted for the six months ended 30 September 2023.
Taxes on income in the interim periods are accrued using the tax
rate that would be applicable to expected total annual
earnings.
3.1 Provisions
A provision is recognised in the balance sheet when the Group
has a present legal or constructive obligation as a result of a
past event, and it is probable that an outflow of economic benefits
will be required to settle the obligation. If the effect is
material, provisions are determined by discounting the expected
future cash flows at a pre-tax rate that reflects current market
assessments of the time value of money and, where appropriate, the
risks specific to the liability.
3.2 Share-based payment transactions
The fair value of the CSOP & LTIP options have been taken as
the market price as at the grant date. The charge to profit or loss
takes account of the estimated number of shares that will vest.
Where the options do not have any market conditions attached, the
number expected to vest is reassessed at each reporting period. All
share-based remuneration is equity-settled. Provision is made for
National Insurance when the Group is committed to settle this
liability. The charge to profit or loss takes account of the
options expected to vest, is deemed to arise over the vesting
period, and is discounted.
4. Segment information
The Group reported its operations based on location of business
(United Kingdom & Australia).
Revenue, Contribution and Adjusted EBITDA by operating
segments
Unaudited Unaudited
six months six months
ended 30 ended
Sept 2023 30 Sept 2022
GBP'000 GBP'000
Revenue
United Kingdom 7,690 8,426
Australia 3,417 2,735
----------- -------------
11,107 11,161
----------- -------------
Contribution (1)
United Kingdom 2,595 3,012
Australia 1,178 792
----- -----
3,773 3,804
----- -----
Underlying Adjusted EBITDA (2)
United Kingdom 810 801
Australia 501 141
----- ---
1,311 942
----- ---
(1) Contribution is defined as Revenue less Direct Costs
comprise staff and other costs directly attributable to the
revenues of the respective operating segments.
(2) Underlying Adjusted EBITDA represents Earnings Before
Interest Tax, Depreciation & Amortisation ('EBITDA') before
restructuring costs, acquisition and related costs and legal
recoveries.
5. Loss per share
Unaudited Unaudited Audited
Six months Six months year
ended ended ended
30 Sept 30 Sept 31 March
2023 2022 2023
Pence Pence per Pence per
per share share Share
Basic loss per share (1.81p) (0.22p) (13.73p)
Diluted loss per share (1.81p) (0.22p) (13.73p)
6. Property, plant and equipment
Unaudited Unaudited Audited
30 Sept 30 Sept 31 March
2023 2022 2023
GBP'000 GBP'000 GBP'000
Buildings 3,085 3,462 3,325
Leasehold improvements 202 216 147
Office equipment 360 332 551
---------- ---------- ----------
3,647 4,010 4,023
---------- ---------- ----------
7. Other intangible assets
Unaudited Unaudited Audited
30 Sept 30 Sept 31 March
2023 2022 2023
GBP'000 GBP'000 GBP'000
Development costs 97 39 29
Intellectual property 1,886 3,292 2,099
---------- ---------- ----------
1,983 3,331 2,125
---------- ---------- ----------
8. Borrowings
Unaudited Unaudited Audited
30 Sept 30 Sept 31 March
2023 2022* 2023
Summary GBP'000 GBP'000 GBP'000
Borrowings 12,136 10,871 11,435
---------- ---------- ----------
12,136 10,871 11,435
---------- ---------- ----------
Borrowings are repayable
as follows:
Within 1 year
Borrowings 12,136 10,871 11,435
---------- ---------- ----------
Total due within 1 year 12,136 10,871 11,435
In more than one year but - - -
less than two years
Total amount due 12,136 10,871 11,435
---------- ---------- ----------
Average interest rates at % % %
the balance sheet date were:
Term loan 9.77 5.60 8.57
* The comparative information has been restated due to
misstatements in the prior period as discussed in the Annual Report
and Accounts for the year ended 31 March 2023
As the loans are at variable market rates their carrying amount
is equivalent to their fair value.
The borrowings are repayable on demand and interest is
calculated at 3-month LIBOR plus a margin. Borrowings includes
accrued interest.
The borrowings are secured by charges over all the assets of
Jaywing and guarantees and charges over all the assets of the
various subsidiaries (Jaywing UK Limited, Alphanumeric Limited,
Gasbox Limited, Jaywing Central Limited, Jaywing Innovation
limited, Bloom Media (UK) Limited, Epiphany Solutions Limited,
Jaywing Pty Limited, Frank Digital Pty Limited).
Cash and
Reconciliation of net debt** cash equivalents Borrowings Net debt
GBP'000 GBP'000 GBP'000
30 September 2023 (Unaudited)* 211 (12,136) (11,925)
31 March 2023 (Audited)* 1,089 (11,435) (10,346)
30 September 2022 (Unaudited) 490 (10,871) (10,381)
------------------ ----------- ---------
* The comparative information has been restated due to
misstatements in the prior period as discussed in the Annual Report
and Accounts for the year ended 31 March 2023
**Excluding lease liabilities and deferred consideration
9. Provisions (unaudited)
Unaudited Unaudited Audited
30 Sept 30 Sept 31 March
2023 2022 2023
GBP'000 GBP'000 GBP'000
Due in less than one year:
Restructuring provision 552 - -
---------- ---------- ----------
Due in greater than one
year:
Dilapidations provision 570 - 570
---------- ---------- ----------
The dilapidations provision of GBP570k has been recognised
across the three offices in the UK and Australia. The dilapidations
provision will be settled at the end of the lease period for the
three offices, which is greater than one year for all.
The restructuring provision of GBP552k has been recognised for
the constructive obligation of expenditure confirmed as part of the
current year UK headcount reduction process.
10. Share capital (unaudited)
Allotted, issued and fully paid
45p deferred 5p ordinary
shares shares
Number Number GBP'000
Issued share capital at 31
March 2023 and 30 September
2023 and 30 September 2022 67,378,520 93,432,217 34,992
--------------- -------------- ----------
11. Related party transactions (unaudited)
There were no other significant changes in the nature and size
of related party transactions for the period from those disclosed
in the Annual Report for the year ended 31 March 2023.
12. Employee benefits (unaudited)
On 13 April 2023, the Company granted 1,142,000 LTIP (Long Term
Incentive Plan) share options to Andrew Fryatt (CEO) and 4,640,000
CSOP (Company Share Option Plan) options to certain senior
employees of the Group. The total number of Shares that can be
acquired pursuant to options granted under the LTIP and CSOP
amounts to 5,782,000 Shares.
LTIP Options
The LTIP Options granted to Andrew Fryatt are subject to a
minimum vesting price of 10.0 pence per Share and an exercise price
of 5.0 pence per Share. The performance period for LTIP Options
granted under the LTIP will typically be four years commencing from
the date of grant of the relevant LTIP Option. However, in the case
of Andrew Fryatt, in recognition of his service to the Company
since March 2020, 50% of the LTIP Options will vest and be
exercisable on or after the second anniversary of the date of
grant, subject to and to the extent that the performance conditions
are met.
Except in the event of a change of control of the Company and in
certain 'good leaver' scenarios, LTIP Options may only be exercised
after the expiry of the performance period and to the extent that
the relevant performance criterion is met. Shares acquired on
exercise of LTIP Options shall be subject to a two-year holding
period, during which time they cannot be sold, except in certain
circumstances including, but not limited to, the sale of Shares to
meet any tax liabilities arising upon exercise of the LTIP
Options.
Charge to the statement of comprehensive income
Under IFRS 2, the Group is required to recognise an expense in
the financial statements. The expense is apportioned over the
vesting period based upon the number of options which are expected
to vest and the fair value of those options at the date of
grant.
Based on the market conditions at grant date, we have assessed
the fair value of these options to be GBPnil at the interim date.
This will be monitored across the vesting period and will be
updated accordingly, at subsequent reporting dates.
CSOP Options
The market value CSOP Options were granted over a total of
4,640,000 Shares with an exercise price of 5.0 pence per Share. The
vesting period of the CSOP Options shall be three years from the
date of grant. Except in the event of a change of control of the
Company and in certain 'good leaver' scenarios, no CSOP Options may
be exercised prior to the expiry of the vesting period. Shares
acquired on exercise of the CSOP Options shall be subject to a
holding period of one year, during which time they cannot be sold,
except in certain circumstances including, but not limited to, the
sale of Shares to cover the exercise price payable upon exercise of
the CSOP Options. No performance conditions attach to the exercise
of the CSOP Options.
Ch arge to the statement of comprehensive income
Under IFRS 2, the Group is required to recognise an expense in
the financial statements. The expense is apportioned over the
vesting period based upon the number of options which are expected
to vest and the fair value of those options at the date of grant.
Due to their being no performance conditions attached to the
options, all of these are expected to vest.
Based on the fair value of 4.5 pence per share, the calculated
charge for the period to Sep-23 is GBP32k. Due to the amount being
immaterial we have not included this in our interim results.
13. Post balance sheet event (unaudited)
There are no post balance sheet events that require
disclosure.
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END
IR DZMZZNGVGFZM
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December 21, 2023 02:00 ET (07:00 GMT)
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