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Gresham House Strategic PLC  -  GHS   

Final Results

Released 07:00 09-Jun-2017

RNS Number : 6049H
Gresham House Strategic PLC
09 June 2017
 

Gresham House Strategic plc

 

Final results for the year ended 31 March 2017

 

Gresham House Strategic plc ("GHS" or the "Company") is pleased to announce its final audited results for the year ended 31 March 2017.

 

GHS invests primarily in UK and European smaller public companies, applying private equity techniques and due diligence alongside a value investment philosophy to construct a focused portfolio where 10-15 companies represent circa 80% of the value.

 

The Investment Manager aims for a considerably higher level of engagement with investee company stakeholders, including; management, shareholders, customers, suppliers and competitors, to identify market pricing inefficiencies and support a clear equity value creation plan, targeting above market returns over the longer term.

 

Highlights:

 

·     Strong investment performance with net asset value ("NAV") increasing 7.6% during the year to 31 March 2017, 19.9%1 during the 12 months to 31 May 2017 and 20.2%2 since the appointment of Gresham House Asset Management ("GHAM"). Investment performance has outperformed the FTSE Small-Cap Index since GHAM's appointment with relative low volatility

 

·     GHS share price increased 8.2% during the year to 31 March 2017 and 16.2% in the 12 months to 31 May 2017

 

·     The portfolio of investments is tracking in line with GHAM's investment thesis

 

·     IMImobile ("IMI") has performed strongly with the share price rising 16.7% during the year to 174.5p as of 31 March 2017, and a further 23.8% to 216p as of 31 May 2017 a result of a strong trading update, good organic growth, cash generation and a successful acquisition

 

·     Strategic co-investment agreement with Gresham House Strategic Public Equity Fund LP, leading to £4.6 million cash realised on the sale of 23.0% of original holding in IMI

 

·     Realised profits on investments of £1.7 million since GHAM's appointment as Investment Manager.

 

·     In line with the policy to return half of realised profits to shareholders, the Board has recommended a maiden dividend of 15p per share and conducted a share buyback in April 2017, equating to circa £0.8m in returns to shareholders

 

·     Significant investment in existing portfolio companies and new strategic investment opportunities (including post year-end investments) such as:

 

Supporting further acquisitions for Be Heard Group plc

Increasing holding in Northbridge Industrial Services plc

Increasing holding in Miton Group plc

First pre-IPO investment in MJ Hudson

New investment in Warpaint London plc

Increasing holding in SpaceandPeople plc

New initial investment in Escape Hunt plc

Initial investments in new opportunities as we progress engagement and due diligence

 

·      Whilst we believe the market is expensive relative to historic ranges and that the outlook for equity markets remains uncertain, we are finding attractive investment opportunities focusing on smaller companies that tend to lack access to growth capital.  We focus on 'value' stocks which have a margin of safety and where we can identify catalysts for value creation, and the ability to generate long term superior returns. 

 

1 Performance from 27 May 2016, reported month end NAV through to 31 May 2017 reported month end NAV

2 Performance from 14 August 2015 through to 31 May 2017

 

Financial Highlights:

 

·     NAV at 31 March 2017 of £39.5 million, increased to £43.4 million as of 31 May 2017

·     Realised and unrealised gains on investments of £3.9 million in the year to 31 March 2017 (2016: £3.8 million)

·     Profit before tax of £2.8m (2016: £0.3m)

·     Earnings per share of 76.07p (2016: 8.30p)

 

 

The Board proposes a dividend for the year of 15p per share (2016: nil).  If approved by shareholders at the AGM, this will be payable on 21 July 2017 to all shareholders on the register at the close of business on 23 June 2017. The corresponding ex-dividend date is 22 June 2017.

 

 

For further information please contact:

 

Gresham House Strategic plc

David Potter     

07711 450 391

 

Gresham House Asset Management Ltd

Investment Manager

Graham Bird

 

0203 837 6270

 

 

finnCap Ltd

Nominated Adviser and Joint Broker

 

Matt Goode / Emily Watts

0207 220 0500

 

Liberum

Joint Broker

 

Neil Elliot / Jill Li

0203 100 2000

Attila Consultants

Charles Cook / Sorrel Davies

0207 947 4489

 

 

The information communicated in this announcement is inside information for the purposes of Article 7 of Regulation 596/2014

 

Chairman's statement

 

I am pleased to report considerable progress having now completed our first full year as Gresham House Strategic operating under the strategic public equity ("SPE") mandate managed by Gresham House Asset Management.

 

The objective of the strategy is to generate superior returns over the medium term by taking influential stakes mostly in smaller, profitable and cash generative UK public companies with the flexibility to invest in private or pre-IPO opportunities. You will find details of investments made to date in the Manager's report. 

 

We are now halfway into our first three year investing period and I am glad to report that our NAV at the start of the year was 995.7p and increased to 1071.8p by 31 March 2017.  As I write, NAV has risen to 1187.7p, up 20.2% since GHAM's appointment in August 2015. 

 

As announced earlier, the policy of efficiently returning 50% of the profits from realisations (net of any losses, of which there were none last year) to shareholders has enabled us to propose our maiden dividend of 15p per share and, subsequent to the year end, to return a further £0.3 million by way of share buybacks.  The Board is confident of its ability to afford a good and growing dividend over the long-term and as the portfolio matures.

 

As forecast last year, our ongoing costs have also declined to approximately 3% of NAV.  It is our intention to scale GHS which will reduce the total expense ratio further over time.

 

This sounds and indeed is, all very positive. However, our discount to NAV remains at 23% as of 31 May 2017.  GHAM has implemented a long-term plan to address this historic discount.  Our managers have met with investors throughout the country and maintained a close dialogue with all forms of financial media. Nothwithstanding the rebuilding of the shareholder base welcoming several institutions, wealth managers and private investors to the shareholder register, much favourable publicity and further share purchases by the Board and the team at Gresham House, the discount remains.

 

The Board's view is that there are four main reasons for this:

 

·     GHS is a relative newcomer with a track record of 20 months adopting the SPE strategy within this platform

·     We still hold a substantial amount of cash

·     Our stake in IMImobile is a large proportion of the investments held at present which should reduce proportionately as the portfolio matures

·     Our relatively small size

 

£9.9 million has been invested since April 2016, including £2.6 million since the year end, bringing the total invested since GHAM's appointment to £15.8 million.  The shares of IMImobile also continue to grow in value as the company delivers good organic growth, generates strong cash flows and executes on acquisitions benefiting from strong structural growth trends. 

 

The Board remains alert to the discount, but believes the appropriate actions are being taken and that in the medium-term this discount will narrow as investors see the steady growth of NAV, and as our marketing and investor relations activities continue.

 

It is also very important to remember the advantage that closed-ended companies with permanent capital, which invest in relatively illiquid investments enjoy over open-ended funds.  This was admirably demonstrated after the Brexit vote with open-ended property funds gating investors and changing withdrawal terms. There has also been much publicity recently about investment trusts that have raised dividends for up to 50 years consecutively and an increasing focus at the smaller end of the market which bodes well for GHS.

 

It should be recalled that in August 2016 we co-invested in the new Gresham House Strategic Public Equity Fund LP (sister fund to GHS, managed by the same team and adopting the same strategy, but targeting private equity investors) by committing to sell 3.9 million shares of IMImobile to the new fund structure at 193.5p.  This had the effect of reducing our holding in IMImobile to 36% of our fund at the end of the year.

 

The Board remains quite cautious about the future with the political and economic uncertainties that surround us. We are also conscious that most markets are at all time highs in absolute terms and in terms of many valuation metrics. Whilst this in no way invalidates our belief in the strategic public equity strategy that focuses on profitable, cash generative, undervalued companies, it underlines the need for very comprehensive research and due diligence by our Managers before they make new investments.  Select smaller companies continue to grow and increasingly need long-term supportive shareholders who can provide growth capital.  We are seeing several such opportunities and for this reason remain confident in the outlook for our strategy.

 

I would like to thank our shareholders, our Managers at Gresham House and my fellow Directors for their support.

 

David Potter

Chairman

8 June 2017

 

 

Investment Portfolio Holdings

 

Company

Deal type

% ownership of the company

% of total portfolio

Value

IMI Mobile

Secondary - growth and re-rating

13.5%

* GHAM controls 17% of IMImobile through shares held in the Strategic Public Equity Fund LP (a sister fund to GHS

39.9%

£17.3m

Northbridge

Recovery and growth capital

10.9%

* GHAM controls 12.3% of Northbridge through shares held in the Strategic Public Equity Fund LP (a sister fund to GHS

7.7%

£3.3m

Be Heard Group

Growth capital supporting buy and build strategy

10.6%

7.4%

£3.2m

Miton

Secondary - operational gearing and AUM growth

3.6%

5.3%

£2.3m

Quarto Group

Secondary with primary growth capital supporting acquisitions

4.4%

5.1%

£2.2m

Space and People

Secondary - recovery and growth

16.2%

2.7%

£1.2m

Escape Hunt

Primary - growth and return on capital

3.7%

2.3%

£1.0m

MJ Hudson

Pre-IPO growth capital (convertible loan note)

N/A

2.3%

£1.0m

 

 

Investment Manager's Report

 

On 10 August 2015 GHAM was awarded the investment management contract for GHS and the Company adopted a new Strategic Public Equity investment strategy.  In October 2015, the Company was rebranded Gresham House Strategic plc (formerly SPARK Ventures plc).  The year to 31 March 2017 is therefore the first full year under GHAM's management.

 

Strategic Public Equity investment strategy 

 

We use the philosophy, approach and techniques adopted by private equity investors to identify investment opportunities that we believe can generate a 15% annualised return over the medium to long-term.  Targeting UK and European smaller public companies, the strategy focuses on stocks with characteristics which indicate that the company is intrinsically undervalued, such as low valuation multiples and tangible asset cover.  There is a strong focus on cash generation, scope to improve return on capital and where we believe there are opportunities to create shareholder value through strategic, operational or management initiatives.

 

Our approach is differentiated from other public equity investment strategies in several ways, including: depth of due diligence undertaken; the level of interaction and constructive engagement with management teams and boards; the focused and concentrated portfolio; and the investment horizon in which we typically seek to support a three to five year value creation plan with identified milestones and catalysts. 

 

In addition to our financial return criteria, we apply a qualitative assessment matrix (Quality-score) to investment opportunities looking at:

 

§ Market characteristics and dynamics

§ The company's competitive positioning within the market, including barriers to entry, ability to grow, pricing power, and client/customer quality

§ The strength, experience and alignment of management

§ The financial characteristics, focusing on areas such as customer concentration, sustainability of margins, capital intensity and cashflow characteristics, stability and predictability

§ The likely attractiveness to other buyers, whether institutional, trade or private equity

§ Our ability to acquire a stake and assist in value creation and enhancement

 

We also make use of a network of seasoned executives from a range of professional and commercial backgrounds with whom we consult, including those who form part of the Gresham House Advisory Group.

 

GHAM believes this approach can lead to superior investment returns exploiting inefficiencies in certain segments of the public markets. There are over 1,000 companies in the FTSE Small Cap index and on AIM. These companies typically suffer from a lack of research coverage and often have limited access to growth capital.

 

In addition to publicly quoted companies, we also have the flexibility to invest up to 30% of the portfolio in selected unquoted securities including preference shares, convertible instruments and other forms of investments enabling us to support pre-IPO and take private opportunities.

 

Market commentary

 

The period since our last annual report has been characterised by uncertainty with several significant political events in the UK, Europe and the US. Investors have had to navigate continued uncertainty over the terms of Brexit, the re-emergence of a threat of a Scottish referendum, the US presidential election as well as pockets of uncertainty in Europe and a snap election in the UK.  This is in addition to slowing growth in Asia, continued oil price volatility, and uncertainty surrounding the prospect of interest rate rises with rising inflation pointing in this direction.

 

Against this uncertain backdrop the NAV of GHS made steady progress, increasing by 7.5% during the 12 months to 31 March 2017. NAV has risen by 19.9% over the 12 months to 31 May 2017 and 20.2% since GHAM's appointment, outperforming the FTSE Small-Cap Index, despite the high cash position in the fund3.

 

The FTSE All Share and Small-Cap Indices reached highs in March 2017 (they have subsequently gone on to hit all time highs in May) and the Bank of England increased growth forecasts in February from 1.4% to 2.0% for 2017, acknowledging the UK's performance had been stronger than predicted immediately following the Brexit vote. We have also seen good GDP growth in Germany and an increasing focus on European equities.  The cash position within the portfolio has, as a consequence, acted as a drag on relative NAV performance.  Pleasingly our investments have delivered strong returns to date and, except for recovery play SpaceandPeople plc (discussed below), all are tracking in line with our investment thesis. 

 

UK companies appear to be in relatively robust shape, however, we are still operating in uncertain times and we believe there is potential for increased market volatility surrounding the Brexit negotiations and implementation, Trumpenomics and the impact of inflation on real incomes and consumer sentiment.  Brexit is having an impact in two ways.  Firstly, the weakness in sterling, while a positive for companies with overseas earnings and for UK manufacturing, has accelerated inflation, reduced consumer real incomes and is damaging what remains relatively fragile consumer confidence.  Secondly it creates uncertainty over future trading relationships, employment of European nationals and concerns over slowing growth as investment decisions are put on hold until we can get further clarity.

 

Global equity markets are currently expensive compared to historic levels and the largest, the US market, which represents more than half of global equities, is registering the highest relative readings.  In the US, the cyclically adjusted price to earnings ratio ("CAPE") which measures the 10 year average earnings as a percentage of market value is trading towards the top end of historic ranges.  The position is similar in the UK where the FTSE All-Share Index, as a multiple of prospective earnings, is trading close to its 10 year high and has a CAPE ratio of 16 versus its 10 year average of 14.44.  Consequently, at a macro level, we continue to believe markets are expensive. Much of the increase in valuations in the UK has been driven by market re-rating, weakness in sterling and increased dividends rather than earnings growth and upgrades.  Furthermore, companies are trading close to peak operating margin ranges. 

 

Recent analysis by the ONS showed a steady increase in input prices in the UK, which are growing at a faster rate than consumer prices. We believe this points to two things; firstly, that the UK consumer is yet to feel the full impact of inflationary forces and secondly, that those companies with limited pricing power will find margins under increasing pressure. Smaller companies tend to be valued at a discount to their larger peers and we see scope for superior returns for investors focusing on companies below £250m market cap. In particular, we see opportunities for those exhibiting value characteristics, trading below intrinsic value, thus providing downside protection, and that generate strong cash flows - 'value stocks'.  Value stocks have been overlooked for much of the last 10 years with investors favouring perceived quality and momentum growth companies.  We believe this trend has begun, and will continue, to reverse and note that in the past when we start to see a rotation back into value it is significant.

 

3 Gresham House calculation and Bloomberg data.  GHS NAV growth from 14 August 2015 to 31 May 2017 relative to the FTSE Small-Cap Index (excluding Investment Trusts).  

4 Panmure Gordon economic report, 31 May 2017.

 

Performance review

 

The GHS share price increased by 8.2% during the financial year to 31 March 2017, 16.2% in the 12 months to 31 May 2017 and is up 18.8% since GHAM's appointment in August 20155.  This is against a resilient performance and strong increase in NAV of 20.2% from GHAM's appointment to 31 May 2017, with low volatility relative to the FTSE Small-Cap Index.  Frustratingly the 23.0% discount at which the Company's shares trade relative to the value per share of its portfolio remains wide when compared to similar funds as at 31 May 2017. 

 

As at 31 May 2017, we hold a portfolio of 11 companies with 8 investments above 2% of the portfolio.  The medium-term target is for 10-15 stocks to represent more than 80% of the total portfolio.

 

We believe the current portfolio of companies is attractively valued with strong cash generative characteristics.  We look at every investment to establish the key drivers of investment returns: earnings growth, potential for market re-rating and/or cash generation delivering equity value through cash returns to shareholders and debt reduction.  We see significant potential upside within our portfolio and through buying GHS shares at the current 23% discount to the NAV per share6, investors have the opportunity to gain exposure to a portfolio of 11 companies at a weighted valuation of circa 6x forward EV/EBITDA (stripping out cash from the portfolio) which in aggregate are forecast to grow earnings at more than 20% per annum. 

 

5 Tracks share price increase from GHAM's appointment on 14 August 2015 (when the Company first reported NAV under the new SPE strategy) through to 31 May 2017.

6 As of 31 May 2017

 

Performance %

Since appointment to 31 May 2017

12 months to 31 March 2017

12 months to 31 May 2017

Calendar year to 31 May 2017

GHS NAV

20.2

7.6

19.9

13.9

FTSE Small Cap Index (excluding Investment Trusts)

17.8

16.6

20.6

9.8

FTSE All Share Index (excluding Investment Trusts)

14.3

17.9

19.0

6.1






Relative performance





vs FTSE Small Cap Index (excluding Investment Trusts)

2.4

(9.0)

(0.7)

4.1

vs FTSE All Share Index (excluding Investment Trusts)

5.9

(10.3)

0.9

7.8

 

Portfolio metrics

 

Low volatility of returns - Information Ratio vs FTSE Small-Cap Index7

1.5

EV/EBITDA8

6.6x

Growth8

>20%

Free cash flow yield8

10%

 

7 GHAM calculation.  Volatility of returns relative to FTSE Small-Cap Index (14 Aug 2017 - 31 May 2017).

8 Through buying GHS shares at the current price (a 23% discount to NAV as at 31 May 2017) and excluding the cash position, an investor gains exposure to an attractive portfolio of investments which on a weighted portfolio average trades on an EV/EBITDA multiple of 6.5x, while growing EBITDA in excess of 20% and generating strong weighted average free cash flow.  The calculation excludes Escape Hunt where live forecasts are not available in the market yet post IPO.

 

NAV performance attribution

 

There were several drivers of portfolio performance, the principal ones of which are outlined below:

 

IMImobile ("IMO") was a significant driver of performance in the portfolio.  GHS reduced its holding in IMO in August 2016 as part of a strategic co-investment with the Gresham House Strategic Public Equity Fund LP, benefitting portfolio construction and in so doing realising a sizeable profit, half of which is to be returned to GHS shareholders.  The share price subsequently fell over the short-term given currency movements but rebounded strongly responding to positive results announcements, contract wins and an earnings enhancing acquisition positioning the company as a leading supplier in its field to UK banks.  The company is well positioned to continue this trend throughout 2017. IMImobile's performance contributed 75.7% to the NAV performance in the year to 31 March 2017.

 

Miton Group also contributed 22.5% to the NAV performance during the year to 31 March 2017.  The decision to add to our holding in April 2016 taking advantage of short-term share price weakness has, to date, been proven to be right.

 

The portfolio also benefited from a strong short-term return from its initial investment in Warpaint London through its IPO in November 2016 which added 18.2% to NAV performance.

 

SpaceandPeople had a challenging year and this is reflected in the negative attribution to NAV performance of -28.7% during the period.  In early January, we increased our holding and further engaged with management.  We have since seen stronger trading, a renewed focus on the core UK business and positive trading updates driving positive attribution post period-end.  

 

 

NAV as at 01/04/2016

£'000                 36,712

£ per share

996p

 Contribution %

 

Be Heard

                         150

                       0.04

5.3

IMImobile

                      2,122

                       0.58

75.7

Miton Group

                         632

                       0.17

22.5

Northbridge Industrial Services

                         196

                     0.05

7.0

Quarto

                           (18)

                   0.00

-0.6

SpaceandPeople

                         (806)

                 -  0.22

-28.7

Realisation of IMImobile shares

                         914

                     0.25

32.6

Realisation of Warpaint London

                         511

                     0.14

18.2

Costs and other investment movements

                      (896)

                 -  0.24

-31.9





NAV as at 31/03/2017

 39,517

1072p






Be Heard

                        44

                     0.01

1.0%

IMImobile

                   3,347

                     0.91

78.2%

Miton Group

                      (154)

                 - 0.04

-3.6%

Northbridge Industrial Services

                      819

                    0.22

19.1%

Quarto

                       (45)

                - 0.01

-1.1%

SpaceandPeople

                      506

                     0.14

11.8%

Realisations

                        114

                    0.03

2.7%

Costs and other investment movements

                      (458)

                 - 0.12

-10.7%

Share buyback

                      (285)

                 0.03

2.5%





NAV as at 31/05/2017

               43,404

1188p


 

* GHAM calculations

Dealing activity

 

GHS added to its holding in Miton Group plc, increasing its stake in the company through 5% following a material fall in Miton's share price in April 2016 precipitated by the resignation of two 'star' fund managers.  The long-term thesis supporting our investment in Miton remained unchanged, albeit this had created a short-term challenge.  We continued to see scope for the group to grow AUM through new fund launches, recovery in its multi-asset product suite, and continued growth within existing funds - all supported by a scalable platform.  Whilst it was clear AUM growth would be hit in the near-term as the management team appointed a new fund manager for the Value Opportunities Fund, our view had always been that the company could grow AUM.  The fund manager departures represented a backward step, which we believed would create a 6-8 month delay in our thesis.  To date we have been proven right as Miton's momentum elsewhere in the business continued to offset outflows.  Overall, the company has now recovered, delivering strong AUM growth, exceeding levels seen this time last year, a significant uplift in profits and continued strong cash generation supporting a doubling of its dividend plus a share buyback.  The company has visibility and clear scope to continue that trend given very strong investment team performance across its fund suite, the successful launch of its European equity fund now above £100m with increasing investor focus on a recovery in European markets, and the launch of its infrastructure fund which has been well received by investors.  We also note the strong investment performance from Andrew Jackson who took over the management of the Value Opportunities Fund, impressive given he had to navigate significant initial fund outflows.  Our investment in Miton Group has generated a total return of 47.7% since our original investment to date.9

 

Following our cornerstone investment in May 2016, we increased our holding in Northbridge Industrial Services plc to 11% in September 2016 and continue to see material potential upside over the long-term. The business remains cash generative with a core and solid loadbanks manufacturing and rentals business serving global markets.  Its oil tools rental division, Tasman, continues to face near-term challenges given oil price volatility and continued depressed levels of operational and capital expenditure within its client base. However, the company is beginning to see green shoots and a prolonged stabilisation in the oil price bodes well for improved performance over the longer term.  Our attractive average entry price remains materially below the value of the assets on the balance sheet, providing downside protection while gaining exposure to the upside and longer term value creation.  Our investment in Northbridge has generated a total return of 43.5% since our original investment to date.10

 

In November 2016, we made our first private investment in MJ Hudson, an integrated adviser and service provider to the alternative asset management industry covering legal, administrative, fiduciary, marketing and investor relations and regulatory reporting services.  MJ Hudson is focused principally on alternatives such as hedge funds and private equity, a fast-growing area of the market which is seeing increasing allocation from pension funds, institutional investors and family offices and is a market segment well known to the Gresham House team.  It is an area where outsourcing of services is most prevalent and where we see scope for significant growth in long-term funds creating a valuable and recurring revenue base for MJ Hudson.  The company has grown organically as well as through acquisition and GHS initially invested £1 million through a convertible loan note in a pre-IPO funding round.  The loan note provides an attractive 20% target return through a combination of a 7% annual coupon and a redemption premium (if redeemed) or conversion discount on an IPO.  The initial investment is circa 2% of NAV and allows for further investment in support of the longer-term value creation plan for the business.  MJ Hudson was keen to engage with GHAM as a long term strategic partner able to support the business as it progresses to IPO and then throughout its life on the public markets over the long term.

 

We initially invested £0.8 million in Warpaint London plc the fast growing, global and highly cash generative cosmetics business which owns the brand W7 (creative, design focused make up targeting the 16 to 25 age range).  Warpaint listed on the AIM market in November and its shares have been extremely well received by investors rising 163% since float to 31 March 2017 and delivered an earnings and cash beat in its maiden set of results.  When we invested, the stock was valued at circa 8x EV/EBITDA which we felt was attractive given the cash generative dynamics of the business, the strength of its brand and the growth it was seeing in the UK and Europe as well as in the US.  As the share price and resulting valuation increased we decided to take profits as following our money would become increasingly difficult given our disciplined investment process and focus on value.  We no longer hold shares in Warpaint and realised a 66.5% total return on our investment.  We continue to follow the story and wish the management team the very best as they continue to grow this high-quality business. 

 

SpaceandPeople plc faced several challenges in the period.  Following a third consecutive profits warning in January 2017 GHS increased its holding in the company from 11% to 16%.  We see opportunity for significant value creation within the UK business and saw the disappointing trading update in January this year as the catalyst for a re-focusing of the strategy and an opportunity to further support the management team.  Attention has shifted to cutting costs, restructuring overseas contracts and focusing on improved return on capital and investment in the UK where there is a significant opportunity to benefit from the growth in experiential marketing.  It is extremely pleasing to see the fruits of this more focused strategy beginning to come through with the company announcing an excellent Q1 2017 trading update and with its corporate broker upgrading profit guidance.  We continue to support management over the long-term and see scope for further profit growth, continued good cash generation which should support the resumption of the company's dividend and an improved market valuation.  Adding to our holding at lower levels has gone some way to recovering value in the portfolio given the share price has almost doubled since our increased investment and we see clear scope to generate a profit and positive return for GHS over the medium term.   Overall SpaceandPeople has generated a negative total return of 30.3% since our original investment to date.

 

We added to our Be Heard plc stake in January, participating in a small placing to fund the acquisition of Freemavens.  Be Heard has generated a total return of 13.7% since our original investment to date.

 

We have also made an initial investment of approximately £0.6 million during the period in another exciting opportunity as we progress our diligence and engagement. 

 

9 Total return of the Company's investment in the relevant stock since GHAM's appointment through to 31 May 2017.

10 Total return on the investments made in Northbridge as of 31 May 2017.

 

Post period-end dealing activity

 

We made an initial investment of £1.0 million in Escape Hunt plc, a rapidly growing business within the leisure and entertainment sector that operates 'escape games' which are immersive and experiential, an area of the market benefiting from a significant growth trend as UK consumers shift spending toward experiences and activities.  The business has attractive return on capital and cashflow dynamics with a significant growth opportunity to roll out in the UK with a highly experienced team with proven track records at Pret a Manger and Giraffe restaurants.  We believe the shift from a purely franchise operation to an owner-managed model in certain territories, including the UK, offers an attractive opportunity to capitalise on a material increase in the available profit pool at time when consumer awareness is growing rapidly.

 

GHS also made initial investments of £0.9 million in two software businesses with a view to building its position alongside further engagement with the companies and management teams. 

 

1 April 2016 - 31 May 2017:

 

Total invested

£9.9 million

Total realised

£6.9 million

Realised profits

£1.7 million

 

We continue to see attractive investment opportunities and have invested a total of £3.8 million into new and existing opportunities since the beginning of 2017.  Our pipeline remains healthy.   

 

Portfolio review

 

Below we review progress against our investment for each portfolio company above 2% of NAV.

 

IMImobile - 'High growth business benefiting from mobile data expansion'

 

IMImobile continues to perform in line with our investment thesis. We had identified initiatives that the management were undertaking over the last 18 months to create value including:

 

§ Simplification of the share capital structure

§ More conventional board governance

§ Repositioning of the product suite under the IMImobile brand reducing complexity

§ Improved investor relations, market engagement and positioning

 

It is pleasing to see all of those successfully executed by the management team.  IMO is trading well growing organically and through acquisition.  The company announced the renewal of a major contract in January on terms in line with management expectations and at the same time confirmed the signing of a reseller agreement with a global solutions provider to call centres for its IMIchat product.  In February the company simplified its share capital structure with the founders of the business converting their 'B shares' and then, given the healthy demand, placing shares with institutional investors, broadening the share register and removing complexity. Management retain a significant stake in the business. 

 

IMO announced a new contract award with Telenor a leading mobile operator in Scandinavia and SE Asia in March 2017 and followed with the earnings enhancing acquisition of Infracast which makes them the leading supplier to UK banks and resulted in Investec increasing forecasts by 5%. The company is expected to announce its results in June 2017.

 

The IMO share price has increased 16.7% in the 12 months to 31 March 2017 and has risen a further 23.3% through to 31 May.

 

Be Heard Group plc - 'Primary growth capital supporting a buy and build strategy'

 

Be Heard (BHRD) is a digital advertising and marketing group operating at the intersection of marketing, technology and e-commerce with deep expertise and capability across the key pillars of digital communications:

 

§ Digital marketing

Be Heard acquired Agenda 21 in November 2015.  Its core business is planning, buying and managing multi-channel marketing campaigns across the digital media spectrum on behalf of its clients including: search engine optimisation, display advertising and social, mobile and programmatic marketing and paid media. 

 

§ Web design and user experience

Having acquired MMT in April 2016, Be Heard gained a strong, market leading capability in website design and build, application development and user experience along with a blue-chip client base.

 

§ Digital content creation

Be Heard acquired creative agency Kameleon in December 2016 bringing deep expertise and industry recognised credentials in digital content creation.

 

§ Data analytics

Acquiring Freemavens in February 2017, the group added data analytics to its client service offering providing deep insights and improving client returns on investment in digital marketing.

 

The company's vision is to build an agile interconnected group focused on helping clients maximise their return on investment from digital marketing.  Their strategy is to acquire and connect best in class companies spanning the core digital marketing disciplines, providing management experience, access to deeper resources and a strong platform for growth.

 

There is a strong market for digital marketing where growth is outpacing traditional media channels. The large media companies have been active acquiring smaller digital media capability but often leave former owner/managers disenfranchised and there is little back office integration within these large groups. This has left a gap in the market for credible, mid-sized companies with international reach.  Peter Scott, Executive Chairman and founder of Be Heard, has identified this gap and as a well-known industry participant with an enviable track record, has created a strong management team to build a business, consolidating smaller players to fill this space.

 

Be Heard is performing in line with our thesis and the share price has increased 12.6% over the 12 months to 31 March 201711 having reported solid interim results in September 2016 and with the management team successfully executing four acquisitions proving the business model.  Importantly the management team is driving cross-selling synergies and the business recently pitched to a major international consumer brand with success across all four areas of expertise and divisions within the group.  The business continues to trade well reporting strong results for the year ended 31 December 2016 and a positive outlook and comment on Q1 trading at its AGM in May 2017.  Corporate broker Numis recently increased its earnings forecast for Be Heard by 6% and upgraded its price target to 5p versus the current price of 3.8p as of 31 May 2017. 

 

11 Be Heard Group suspended its shares in March 2017 following the announced acquisition of MMT.  The shares resumed trading on AIM on 22 April opening at a price of 3.375p, used to calculate performance to 31 March 2017. 

 

Northbridge Industrial Services plc - 'Recovery and growth, investing alongside management'

 

Northbridge Industrial Services (NBI) is a market leading manufacturing and rentals business which hires and sells specialist electrical and oil & gas related equipment in a range of international markets, including the UK, US, Europe and Australasia.  End markets include utility companies, shipping, construction, data centres, medical and oil & gas.  Loadbank and transformer components are assembled by the group at its manufacturing facility in Burton-on-Trent.  Historically, the group has grown organically and through acquisitions, most recently by the acquisition of Tasman Tool, completed in 2014. 

 

Northbridge (NBI) saw its share price rise in Q4 2016 and continue into Q1 2017, a result of positive measures to manage oil output amongst OPEC member states. The company continues to perform in line with our long-term investment thesis. Although the oil price has stabilised the market remains tough and we remain cautious with respect to NBI's tool hire business (Tasman) serving the oil & gas sector. In its interim results announced in September 2016, the company reiterated that its loadbank and transformer division (Crestchic) continued to perform well in the UK and Europe. We continue to support the management team who are themselves substantial shareholders in the business. NBI continues to generate cash and is well positioned to benefit from growth in its core markets and a recovery and stabilisation in the oil price.

 

We remain highly supportive and engaged with the management team, having introduced Nitin Kaul who has recently been appointed as a non-executive director.  Nitin is well known to the Gresham House team.

 

The Northbridge share price has increased 42.9% in the 12 months to 31 March 2017.

 

Miton Group - 'AUM growth, significant operational gearing and scope to improve return on capital'

 

Strong fund investment performance resulted in significant AUM growth at Miton Group plc (MGR). This has resulted in a pleasing operational and financial performance from the group with results in March 2017 confirming a doubling of profits and importantly, signaling a material increase in dividend. The business remains highly cash generative with a balanced suite of single strategy funds and an operational platform that can facilitate continued growth in AUM over the long-term.  Importantly the multi-asset funds have seen strong inflows following a repositioning and restructuring of the product and good investment performance.  The Value Opportunities Fund which suffered last year following the departure of its lead fund managers has performed extremely well under new manager Andrew Jackson, despite having to manage significant outflows - which now appear to have stabilised.   The recently launched European Opportunities Fund has also performed well and is now managing more than £100 million of assets.  The smaller company funds continue to perform and grow and it is pleasing to see the US funds benefiting from inflows, fast approaching £300 million.

 

The management of the cost base is resulting in operational gearing and we saw the positive impact of increased AUM on profits and cash in Miton's recent results announcement.  The asset management platform and infrastructure can support significant growth in AUM and the strong balance sheet and good cash generation enables scope to improve shareholder returns through increasing dividends.

 

The Miton share price increased 15.2% in the 12 months to 31 March 2017.

 

Quarto Group - 'Organic growth, cash generation and acquisition growth at attractive valuations'

 

The Quarto investment thesis is centred on single digit organic growth but importantly on the management team's ability to acquire smaller niche publishers at attractive valuations and to drive significant synergies within the Quarto platform to enhance group profitability.  The strong cash generation will pay down debt over the long term and enhance shareholder value.   The investment in Quarto is tracking in line with our thesis.

 

Quarto has delivered a good and resilient performance from its niche publishing business with another year of strong growth in children's books. The management team now has an enviable track record of executing enhancing acquisitions following the successful integration of IVY Press and Becker & Mayer and we see scope for further acquisitions this year. Having now disposed of its direct sales business in Australia and its printing division in Hong Kong the management team is solely focused on its core publishing portfolio.

 

The Quarto share price fell marginally, by 1.2%, in the 12 months to 31 March 2017.

 

SpaceandPeople plc - 'Recovery alongside a strategic refocus with a return to normalised margins'

 

As mentioned earlier in this report, SpaceandPeople has faced several challenges and a tough trading environment (primarily in its overseas markets) over the last twelve months, culminating in a third profits warning in January 2017.  Although this is clearly disappointing it has resulted in the management shifting focus to the profitable and growing UK business and provided opportunity for further engagement from the GHAM team.  We took the opportunity to increase our stake at depressed levels and are now actively engaged with the management team in supporting long-term shareholder value creation and a reversal of the poor operational performance of the business.  We have visited the company's headquarters in Glasgow and held several meetings with the CEO, Chairman and co-founder. 

 

We believe the board and management team is now focusing on the right areas of business which will drive much improved performance and we are already seeing the positive results.  The company recently announced the award of major UK airport contracts in addition to its network rail contract and reported strong Q1 trading which resulted in the corporate broker upgrading forecasts.

 

The SpaceandPeople share price fell 33.0% in the 12 months to 31 March 2017. 

 

Escape Hunt plc - 'Growth through site rollout with attractive cash generation and return on capital dynamics'

 

We made an initial investment in Escape Hunt in May 2017, a rapidly growing business within the leisure and entertainment sector that operates 'escape games' which are immersive and experiential, an area of the market benefiting from a significant growth trend as UK consumers shift spending toward experiences and activities.

 

An escape room is a physical adventure game in which players are locked in a themed room and have to find clues and solve puzzles in order to escape against a countdown clock. Escape Hunt's games typically require players to solve a crime story or mystery, which has been tailored to the location of the branch, within 60 minutes.

 

The first Escape Hunt branch was opened in 2013 in Bangkok, Thailand. Since then, the business has grown quickly, and now has a franchised global network of branches in 19 countries.  The growth strategy now centres on increasing exposure to the UK market through the roll-out of owner- managed sites with scope for significantly higher earnings versus the franchise model.

 

We are backing a highly credible management team with strong track records of delivering a similar model of growth at well-known consumer brands in the UK and overseas (Pret a Manger and Giraffe).  The business model has extremely attractive cash flow characteristics and return on capital dynamics.

 

MJ Hudson - 'pre-IPO investment'

 

MJ Hudson is the first private investment in the portfolio.  GHS initially invested £1 million through a convertible loan note structured to generate a 20% annualised return in a pre-IPO funding round.  The business is growing organically and through acquisition in what remains a fragmented market. 

 

We meet with the CEO and management team frequently and the business is performing well and in line with expectations.  We expect further opportunity to put more money to work through the same convertible loan note structure in support of acquisitions.     

 

Outlook

 

We continue to believe the market is expensive and the outlook for equity markets remains uncertain.  Now is the time to be switching out of over owned and highly valued 'growth stocks' into 'value stocks' that have been overlooked for much of the last ten years.   Within this area of the market smaller companies continue to face barriers to accessing growth capital and significant market inefficiencies remain.  Smaller companies, especially those below £100m market capitalisation tend to be attractively valued.  Our Strategic Public Equity strategy focuses on smaller companies that are intrinsically undervalued, cash generative and with attractive return on capital dynamics 'value stocks' and we are seeing increasing investment opportunities in this area.  Having permanent capital and being prepared to invest over longer time horizons we are in a strong position to make new investments as company management teams are increasingly eager to engage with potential shareholders who can support value creation plans through the provision of growth capital over the long-term.

 

We have seen increasing interest in GHS, with several institutional, wealth manager and private investors joining the share register.  Halfway through the three year investment period, GHAM remains focused on investing its cash in attractive opportunities, in increasing the marketing of the Company and widening its exposure within the investment community with the narrowing of the discount a key objective.  

 

Our thorough investment and due diligence process takes time and we have a very healthy and well developed pipeline of investment opportunities with several being worked through to advanced stages with our Investment Committee. 

 

Gresham House Asset Management Limited

8 June 2017

 

 

 

Group Statement of Comprehensive Income

for the year ended 31 March 2017

 



Year ended

Year ended



31 March

31 March



2017

2016


Notes

£ '000

£ '000

Continuing operations




Gains on investments at fair value through profit or loss




Realised gains


1,614

427

Unrealised gains


2,314

3,351


8

3,928

3,778

Revenue




Bank interest income


28

29

Loan note interest income


81

-

Portfolio dividend income


173

-

Management fee income


-

218

Other income


13

-



295

247

Administrative expenses




Salaries and other staff costs

3

(138)

(138)

Other costs

4

(1,252)

(3,625)

Total administrative expenses


(1,390)

(3,763)





Profit before taxation


2,833

262





Taxation

5

-

-

Withholding tax expense


(28)

-

Profit for the financial year


2,805

262





Attributable to:




 - Equity shareholders of the parent


2,805

262





Basic and Diluted earnings per ordinary share for profit from continuing operations and for profit for the year

6

76.07p

8.30p

 

 

There are no components of other comprehensive incomes for the current year (2016: None)

 



 

Group Statement of Financial Position

as at 31 March 2017

 



 

 



31 March

31 March



2017

2016


Notes

£ '000

£ '000

Non-current assets




Investments at fair value through profit or loss

8

27,003

21,777



27,003

21,777

Current assets




Trade and other receivables

10

249

69

Cash and cash equivalents


12,987

16,555



13,236

16,624

Total assets


40,239

38,401





Current liabilities




Trade and other payables

11

(722)

(1,689)

Total liabilities


(722)

(1,689)

Net current assets


12,514

14,935





Net assets


39,517

36,712





Equity attributable to the shareholders of the parent




Issued capital

12

1,932

1,932

Share premium


13,063

13,063

Revenue reserve


13,829

11,024

Capital redemption reserve


10,693

10,693

Total equity due to ordinary shareholders


39,517

36,712




 

Net asset value per ordinary share


1,071.79p

995.71p







 Number

 Number



 '000

 '000





Ordinary shares in issue

12

3,843

3,843

Shares held in treasury


(156)

(156)

Shares in issue for net asset value per share calculation


3,687

3,687

 

These financial statements were approved and authorised for issue by the Board of Directors on 8 June 2017. Signed

on behalf of the Board of Directors.

 

 

 

 

David Potter                                                                                                                                          Charles Berry

Chairman                                                                                                                                               Director

 



 

Company Statement of Financial Position

as at 31 March 2017

 



Company number:

3813450



 

 



31 March

31 March



2017

2016


Notes

£ '000

£ '000

Non-current assets




Investments at fair value through profit or loss

8

27,003

21,777

Investments in subsidiary undertakings

9

-

534

Deferred tax

5

-

716



27,003

23,027

Current assets




Trade and other receivables

10

249

29

Cash and cash equivalents


12,987

16,368



13,236

16,397

Total assets


40,239

39,424





Current liabilities




Trade and other payables

11

(722)

(15,140)

Total liabilities


(722)

(15,140)

Net current assets


12,514

1,257





Net assets


39,517

24,284





Equity




Issued capital

12

1,932

1,932

Share premium


13,063

13,063

Revenue reserve


13,829

(1,404)

Capital redemption reserve


10,693

10,693

Total equity


39,517

24,284

 

The Company's profit for the year was £15.233m (2016: profit of £9.803m).

 

These financial statements were approved and authorised for issue by the Board of Directors on 8 June 2017. Signed on behalf of the Board of Directors.

 

 

 

 

 

 

David Potter                                                                                                                                          Charles Berry

Chairman                                                                                                                                               Director

 



 

Group Statement of Cash Flows

for the year ended 31 March 2017

 



Year ended

Year ended



31 March

31 March



2017

2016


Notes

£ '000

£ '000

Cash flows from operating activities




Cash flow from operations

a

(1,239)

(200)

Net cash outflow from operating activities


(1,239)

(200)





Cash flows from investing activities




Purchase of financial investments


(8,099)

(1,546)

Sale of financial investments

8

5,770

5,195

Net cash (outflow)/inflow from investing activities


(2,329)

3,649





Cash flows from financing activities




Proceeds from share issue


-

10,181

Transaction costs on issue of shares


-

(111)

Net cash inflow from financing activities


-

10,070





Change in cash and cash equivalents


(3,568)

13,519

Opening cash and cash equivalents


16,555

3,036

Closing cash and cash equivalents


12,987

16,555





Note




a)   Reconciliation of profit for the year to net cash outflow from operations


 






£'000

£'000

Profit for the year


2,805

262

Gains on investments

8

(3,928)

(3,778)

Operating results


(1,123)

(3,516)





Change in trade and other receivables


(20)

(37)

Change in restricted cash


-

3,122

Change in trade and other payables


(96)

231

Net cash outflow from operations


(1,239)

(200)

 

 



 

Company Statement of Cash Flows

for the year ended 31 March 2017

 



Year ended

Year ended



31 March

31 March



2017

2016


 Note

£ '000

£ '000

Cash flows from operating activities




Cash flow from operations

a

(1,194)

77

Net cash (outflow)/inflow from operating activities


(1,194)

77





Cash flows from investing activities




Purchase of financial investments


(8,099)

(1,546)

Sale of financial investments

8

5,770

5,195

Proceeds from liquidation of subsidiary

9

142

-

Net cash (outflow)/inflow from investing activities


(2,187)

3,649





Cash flows from financing activities




Proceeds from share issue


-

10,181

Transaction costs on issue of shares


-

(111)

Net cash inflow from financing activities


-

10,070





Change in cash and cash equivalents


(3,381)

13,796

Opening cash and cash equivalents


16,368

2,572

Closing cash and cash equivalents


12,987

16,368





Note




a)   Reconciliation of profit for the year to net cash outflow from operations

 


 

 



£'000

£'000

Profit for the year before interest and tax


15,949

9,803

Gains on investments

2

(3,928)

(3,785)

Non-cash items:








Investments in subsidiaries written-off


392

107,697

Intercompany liability written-off

11

(13,500)

(113,946)

Operating results


(1,087)

(231)





Change in trade and other receivables


(67)

81

Change in trade and other payables


(40)

227

Net cash (outflow)/inflow from operations


(1,194)

77

 

 



 

Group Statement of Changes in Equity

for the year ended 31 March 2017

 

 

D shares

Ordinary share capital

Share Premium

Revenue Reserve

Capital Redemption Reserve

Total Equity

 

£'000

£'000

£'000

£'000

£'000

£'000

Balance at 31 March 2015

10

1,125

9

10,762

10,693

22,599

 

 

 

 

 

 

 

Profit and total comprehensive income for the year

-

-

-

262

-

262

Shares issued

-

797

13,543

-

-

14,340

Share consolidation adjustment

-

-

9

-

-

9

Transaction costs

-

-

(498)

-

-

(498)

Balance at 31 March 2016

10

1,922

13,063

11,024

10,693

36,712

 

 

 

 

 

 

 

Profit and total comprehensive income for the year

-

-

-

2,805

-

2,805

Balance at 31 March 2017

10

1,922

13,063

13,829

10,693

39,517

 

 



 

Company Statement of Changes in Equity

for the year ended 31 March 2017

 

D shares

Ordinary share capital

Share Premium

Revenue Reserve

Capital Redemption Reserve

Total Equity

 

£'000

£'000

£'000

£'000

£'000

£'000

Balance at 31 March 2015

10

1,125

9

(11,207)

10,693

630

 

 

 

 

 

 

 

Profit and total comprehensive income for the year

-

-

-

9,803

-

9,803

Shares issued

-

797

13,543

-

-

14,340

Share consolidation adjustment

-

-

9

-

-

9

Transaction costs

-

-

(498)

-

-

(498)

Balance at 31 March 2016

10

1,922

13,063

(1,404)

10,693

24,284

 

 

 

 

 

 

 

Profit and total comprehensive income for the year

-

-

-

15,233

-

15,233

Balance at 31 March 2017

10

1,922

13,063

13,829

10,693

39,517

 

 

 



 

Notes to the Consolidated Financial Statements

 

1 Basis of preparation and significant accounting policies

 

Gresham House Strategic plc (the "Company") is a company incorporated in the UK and registered in England and Wales (registration number: 3813450). The Company was formerly named SPARK Ventures plc but took the opportunity to change the Articles of Association at the Annual General Meeting held on 22 September 2015 to permit the Directors to change the Company's name by a resolution of the Board. Accordingly the name was changed to Gresham House Strategic plc on 27 October 2015. The consolidated financial statements for the year ended 31 March 2017 include the financial statements of the Company and its subsidiaries (together 'the Group'). Separate financial statements of the Company are also presented except that the Company's statement of comprehensive income and supporting notes are not included. The same accounting policies were applied in preparing the financial statement of the Company. The accounting policies applied are consistent with the prior year.

 

Basis of preparation

The consolidated financial statements for the year ended 31 March 2017 have been prepared in accordance with International Financial Reporting Standards ('IFRS') approved by the International Accounting Standards Board ('IASB'), as adopted by the European Union and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS.

 

The financial statements are prepared on a historical cost basis except for the revaluation of certain financial instruments stated at fair value. Standards and interpretations applied for the first time have had no material impact on these financial statements.

 

The following new standards, interpretations and amendments which will or may have an effect on the Group, are effective for annual periods beginning on or after 1 January 2017 and have not yet been applied in preparing these financial statements. None of these new standards or interpretations are expected to have a material impact on the financial statements of the Group.

 

·      IFRS 9 'Financial Instruments' will eventually replace IAS 39 in its entirety. This standard becomes effective for accounting periods beginning on or after 1 January 2018. Its adoption may result in changes to the classification and measurement of the Group's financial instruments, including any impairment thereof.

 

·      IFRS 15, 'Revenue from contracts with customers' deals with revenue recognition and establishes principles for reporting useful information about the nature, amount, timing and uncertainty of revenue and cash flows arising from an entity's contracts with customers. Revenue is recognised when a customer obtains control of a good or service and thus has the ability to direct the use and obtain the benefits from the good or service. The standard replaces IAS 18, 'Revenue' and IAS 11, 'Construction contracts' and associated interpretations. The standard has been adopted by the EU and is effective for annual periods beginning on or after 1 January 2018 and earlier application is permitted.

 

·      IFRS 16, 'Leases' will primarily affect accounting by lessees and will result in the recognition of most leases in the statement of financial position. The standard removes the current distinction between operating and finance leases and requires recognition of an asset (the right to use the leased item) and a financial liability to pay rentals for virtually all lease contracts. The only exceptions are short-term and low-value leases. It substantially retains the lessor accounting from IAS 17. The standard replaces IAS 17, 'Leases' and associated interpretations. The standard is yet to be adopted by the EU and will become effective for accounting periods beginning on or after 1 January 2019.

 

·      IAS7 'Statement of Cash flows' as part of the Disclosure initiative. Entities will now be required to explain changes in their liabilities arising from financing activities. This includes changes arising from cash and non-cash changes. This amendment is effective for annual periods beginning on or after 1 January 2017.

 

·      IAS12 'Income Taxes'. This amendment clarifies the accounting for deferred tax where an asset is measured at fair value and the fair value is below the asset's tax base. This amendment is effective for annual periods beginning on or after 1 January 2017.

 

Annual Improvements to IFRSs 2014-2016 Cycle

 

·      IFRS12 'Disclosure of Interests in Other Entities' The amendment clarified the scope of the standard by specifying the disclosure requirements in the standard apply to an entity's interests that are classified as held for sale, as held for distribution or as discontinued operations in accordance with IFRS 5, Non-current Assets Held for Sale and Discontinued Operations. The Amendment is effective for annual periods beginning on or after 1 January 2017.

 

 

 

 

Annual Improvements to IFRSs 2014-2016 Cycle (continued)

 

·      IAS 28 'Investments in Associates and Joint Ventures' The amendment clarified that the election to measure at fair value through profit or loss an investment in an associate or a joint venture that is held by an entity that is a venture capital organisation, or other qualifying entity, is available for each investment in an associate or joint venture on an investment-by-investment basis, upon initial recognition. The amendment is effective for annual periods beginning on or after 1 January 2018.

 

The Group's business activities, together with the factors likely to affect its future development, performance and position are set out in the Directors' report and Investment Manager's report. The key risks facing the business and management's policy and practices to manage these are further discussed in note 13. In assessing the Group as a going concern, the Directors have considered the forecasts which reflect the Directors' proposed strategy for portfolio investments and the current economic outlook. The Group's forecasts and projections, taking into account reasonably possible changes in performance, show that the Group is able to operate within its available working capital and continue to settle all liabilities as they fall due for the foreseeable future.

 

The Directors have considered the use of the going concern basis for the preparation of these financial statements within the context of the Company's stated investment strategy.  The strategy targets superior long-term returns through a policy of constructive, active engagement with investee companies, adopting private equity techniques to manage risk.  The Investment Manager (Gresham House Asset Management Limited or GHAM) targets smaller, predominantly quoted UK companies which it believes can benefit from strategic, operational or management initiatives and applies structured investment appraisal, due diligence and risk management on these companies. Accordingly the Directors remain of the view that the going concern basis of preparation is appropriate.

 

Basis of consolidation

The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company made up to 31 March each year.

 

Where the Company has control over an investee, which is not part of its investment portfolio, it is classified as a subsidiary. The Company controls an investee if all three of the following elements are present: power over the investee, exposure to variable returns from the investee, and the ability of the investor to use its power to affect those variable returns. Control is reassessed whenever facts and circumstances indicate that there may be a change in any of these elements of control.

 

Non-controlling interests

All subsidiaries consolidated in these financial statements are 100% owned (Note 9).

 

Transactions eliminated on consolidation

Intragroup balances and any unrealised gains or losses or income and expenses arising from intragroup transactions, are eliminated in preparing the consolidated financial statements.

 

Financial instruments:

Trade debtors and creditors

Trade debtors and creditors are accounted for at transaction value when asset or liability is incurred. The fair value equals the carrying amount as these are short term in nature.

 

Cash and cash equivalents

Cash and cash equivalents include cash in hand and deposits held at call with banks and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value.

 

Financial Investments

Investments are included at valuation on the following basis:

 

(a) Listed investments are recognised on trading date and valued at the closing bid price at the year end.

(b) Unquoted investments where a significant third party funding event has taken place during the year ended 31 March       which establishes a new value for that investment are carried at that value.

(c)  Investments considered to be mature are valued according to the Directors' best estimate of the Group's share of that investment's value. This value is calculated in accordance with International Private Equity Valuation (IPEV) guidelines and industry norms and includes calculations based on appropriate earnings or sales multiples.

(d) All other unquoted investments are valued at the Directors' best estimate of the Group's share of that investment's value, taking into account any temporary loss in value. For new investments, the cost of investment is generally considered to be its fair value.

 

The Directors consider that a substantial measure of the performance of the Group is assessed through the capital gains and losses arising from the investment activity of the Group.

 

Consequently, for measurement purposes, financial investments, including equity, loan and similar instruments, are designated at fair value through profit and loss, and are valued in compliance with IAS 39 'Financial Instruments: Recognition and Measurement', IFRS13 'Fair Value Measurement' and the International Private Equity and Venture Capital Valuation Guidelines as recommended by the British Venture Capital Association.

 

Gains and losses on the realisation of financial investments are recognised in the statement of comprehensive income for the period and taken to retained earnings. The difference between the market value of financial investments and book value to the Group is shown as a gain or loss for the period and taken to the statement of comprehensive income.

 

Investments in subsidiaries are reflected in the Company's statement of financial position at cost less any provisions for diminution in value.

 

Revenue

Sales of services represent the invoiced value of services supplied net of trade discounts, value added tax and other sales related taxes. The sale is recognised upon delivery of the services to the customer provided that all obligations to the customer relating to that delivery of services have been satisfied. If this is not the case then the sale is recognised when all obligations to the customer relating to that delivery of services have been satisfied. Dividends receivable on unquoted equity shares are brought into account when the Company's right to receive payment is established and there is no reasonable doubt that payment will be received. Interest receivable is included on an effective interest rate basis. Dividends receivable on quoted equity shares are brought into account when the right to receive payment is established and the amount of the dividend can be measured reliably.

 

Taxation

The tax expense included in the statement of comprehensive income comprises current and deferred tax. Current tax is the expected tax payable based on the taxable profit for the period, using tax rates that have been enacted or substantially enacted by the reporting date. Deferred tax is recognised on differences between the carrying amounts of assets and liabilities in the accounts and the corresponding tax bases used in the computation of taxable profit, and are accounted for using the statement of financial position liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition (other than in business combination) of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit. The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the statement of comprehensive income, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity.

 

Foreign exchange

Transactions denominated in foreign currencies are translated into the functional currency at the rate ruling at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are retranslated at the rates ruling at that date. These translation differences are dealt with in the statement of comprehensive income.

 

The financial statements of foreign subsidiaries are translated into sterling at the actual rates of exchange and the difference arising from the translation of the opening net investment in subsidiaries at the closing rate is dealt with in reserves.

 

Critical accounting judgements and key sources of estimation uncertainty

The preparation of financial statements requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported period. Although these estimates are based on management's best knowledge of the amount, event or actions, actual results ultimately may differ from those estimates. Management believes that the underlying assumptions are appropriate and that the Company's financial statements are fairly presented. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in Note 13. Within Gresham House Strategic plc this relates to the unquoted investments.

 

Segmental analysis

Segmental analysis is not applicable as there is only one operating segment of the business - investment activities. The performance measure of investment activities is considered by the Board to be profitability and is disclosed on the face of the statement of comprehensive income.

 

2 Company Statement of Comprehensive Income

 

The Group has taken advantage of the exemption conferred by s408 CA 2006 to not disclose a full statement of comprehensive income for the Company. The Company's profit for the year was £15.233m (2016: profit of £9.803m). The apparent rise in company income over the year is due to the further writing off of investments in subsidiaries and intercompany balances with the subsidiary entities that were wound up or due to be wound up, where it was certain that the Company will not be able to recover its investments or have to pay back the intercompany balances.

 

The Company has recognised realised and unrealised investment gains through the statement of comprehensive income of £3.928m (2016: £3.785m).

 

3 Information regarding Directors and employees

 

 

Year ended

Year ended

 

31 March

31 March

 

2017

2016

 

£'000

£'000

Directors' remuneration summary



Basic salaries

125

126

Social security costs

13

12


138

138

 

 

 

 Year ended 31 March 2017

 Year ended 31 March 2016

 


 Emoluments

 Social Security costs

 Total

 Emoluments

 Social Security costs

 Total

 


 £'000

 £'000

 £'000

 £'000

 £'000

 £'000

 

Analysis of Directors' remuneration







 

C Berry

25

-

25

35

-

35

 

D Potter

50

-

50

50

-

50

 

H Sinclair

25

-

25

35

-

35

 

K Lever

25

-

25

6

-

6

 

Social security costs

-

13

13

-

12

12

 


125

13

138

126

12

138

 

 

 

The Company has no other employees other than the Directors listed above.

 

 

 

Year ended

Year ended

 

31 March

31 March

 

2017

2016

 

No.

No.

Average number of persons employed (including directors)



Investment and related administration

                    4

                   4


                     4

                   4

 

4 Other costs

 

Profit for the year has been derived after taking the following items into account:

 

 

Year ended

Year ended

 

31 March

31 March

 

2017

2016

 

£'000

£'000

Auditors remuneration



  Fees payable to the current auditor for the audit of the Company's annual financial statements

28

26

  Fees payable to the Company's current auditor and its associates for other services:



    The audit of the Company's subsidiaries, pursuant to legislation

-

2

    Audit related assurance services

-

7

    Other services relating to taxation

10

37




Analysis of other costs:



Professional fees

394

395

Management fee of Quester Venture Partnership

-

218

Management and secretarial fee

697

503

Management incentive fee

-

2,265

Other general overheads

127

244

Other items

34

 -


1,252

3,625

 

Management incentive fee of £nil (2016: £2.265m) was paid to the former Investment Manager, Spark Venture Management Ltd, upon termination of the investment management agreement.

 

5 Tax on profit from ordinary activities

 

 

Year ended

Year ended

 

31 March

31 March

 

2017

2016

 

£'000

£'000

UK corporation tax



Corporation tax liability at 20% (2016: 20%)

-

-




Total current tax

-

-




Deferred tax

-

-

Tax on profit/(loss) from ordinary activities

-

-

 

Factors affecting the tax charge for the current period

The tax assessed for the year is different than that resulting from applying the standard rate of corporation tax in the UK: 20% (2016: 20%)

 

The differences are explained below:

 

 

Year ended

Year ended

 

31 March

31 March

 

2017

2016

 

£'000

£'000

Current tax reconciliation



Profit before taxation

2,833

262

Current tax charge at 20% (2016: 20%)

567

52




Effects of:



Expenses not deductible for tax purposes

9,331

29

Non-taxable income

(10,125)

(752)

Closing deferred tax averaging

-

548

Deferred tax not recognised

246

123

Exempt dividend income

(19)

-

Tax for the year

-

-

 

Deferred tax

There remains an unrecognised deferred tax asset in respect of tax losses and other temporary differences. The unrecognised deferred tax asset is £26.8 million (2016: £27.8 million), for the Group and £26.8 million (2016: £27.8 million) for the Parent Company. The reduction in the balances for unrecognised deferred tax is due to the reduction in future corporate tax rates and an increase to management expenses carried forward available for deduction against future income. The assessed loss on which no deferred tax has been recognised amounts to £158m (2016: £158m).

 

 

Year ended

Year ended

 

31 March

31 March

 

2017

2016

 

£'000

£'000

Company deferred tax asset



Balance at 1 April

716

796

Movement in the year

(716)

(80)

Balance at 31 March

-

716

 

The movement in the year is taken to the statement of comprehensive income.

 

The deferred tax asset within the Company was to offset a deferred tax liability within another Group Company, Quester Venture GP Limited. As at year end the deferred tax asset in relation to quester Venture GP Limited has been written down to £nil due to imminent liquidation of the subsidiary.

 

6 Earnings per share

 

Basic earnings per share is calculated by dividing the profit/loss attributable to ordinary shareholders by the weighted average number of ordinary shares during the period. Diluted earnings per share is calculated by dividing the profit/loss attributable to shareholders by the adjusted weighted average number of ordinary shares in issue. The adjustment made is to add to the total number of 'in the money' share options in issue to the weighted average number of ordinary shares in issue for basic EPS.

 

 

Year ended

Year ended

 

31 March

31 March

 

2017

2016

 

£'000

£'000

Earnings



Profit for the year

2,805

262




Number of shares ('000)



Weighted average number of ordinary shares in issue for basic EPS

                 3,687

               3,156

Weighted average number of ordinary shares in issue for diluted EPS

                 3,687

               3,156




Earnings per share



Basic EPS

76.07p

8.30p

Diluted EPS

76.07p

8.30p

 

As at 31 March 2017, the total number of shares in issue was 3,843,275 with 155,771 of these shares held in Treasury. There are no share options outstanding at the end of the year.

 

7 Dividends

 

There were no dividends paid out during the year ended 31 March 2017 (2016: Nil)

 

8 Investments at fair value through profit or loss

 

Group

 





Value at

Year ended 31 March 2017

Value at

 




31 March


Disposals


31 March





2016

Additions

at valuation

Revaluations

2017





£'000

£'000

£'000

£'000

£'000

Investments in quoted companies

 

 

 

21,734

6,228

(5,930)

3,934

25,966

Other unquoted investments

 

 

 

43

1,000

-

(6)

1,037

Total investments at fair value through profit or loss


      21,777

      7,228

(5,930)

3,928

     27,003

 

Investments in quoted companies have been valued according to the quoted share price as at 31 March 2017. Investment in other unquoted investments represent the investment in MJH Convertible Bond that was purchased on the 4th November 2016, and a share in Quester Venture Partnership.

 

The revaluations above are shown on the face of the statement of comprehensive income as realised and unrealised gains or losses on investments at fair value through profit or loss.

 

Company

 

 

Value at

Value at

 

31 March

31 March

 

2017

2016

 

£'000

£'000

 



Opening valuation

           21,777

          16,496

Acquisitions

              7,228

            6,691

Unrealised and realised gains on valuations

3,928

3,785

Disposals

(5,930)

(5,195)

Closing valuation

            27,003

          21,777

 

9 Investments in Subsidiary undertakings

 

Company

 

 

31 March

31 March

 

2017

2016

 

£'000

£'000

Cost:



Balance at 1 April

         112,072

         120,824

Proceeds from liquidation of Subsidiary

(142)

                   -

Investments in subsidiary undertakings written off

(111,930)

(8,752)

Balance at 31 March

                          -

112,072




Impairment:



Balance at 1 April

          111,538

          12,593

Impairment for the year

-

          104,645

Impairment written off

(111,538)

(5,700)

Balance at 31 March

                          -

111,538




Net book value at 31 March

-

534

 

During the year, £111.9m (2016: £8.75m) of investments in subsidiary undertakings, that were acquired pre 2009, were written off along with the related impairment of £111.5m (2016: £5.7m) and £Nil (2016: £104.6m) of investment in subsidiary undertakings was further impaired as certain subsidiaries were already dissolved, or in the process of being wound up.

 

10 Other receivables

 

 

 

Group

Group

Company

Company


 

31 March

31 March

31 March

31 March


 

2017

2016

2017

2016

 

 

£'000

£'000

£'000

£'000

Amounts owed by subsidiary undertakings

                      -

                     -

                      -

                    7

Social security and other taxes


                      -

                   45

                      -

                     -

Other debtors


                 229

                     2

                 229

                     -

Prepayments and accrued income


                   20

                   22

                   20

                  22



                 249

                   69

                 249

                   29

 

During the year, a £7k (2016: £Nil) intercompany balance was written off due to a certain subsidiary which was already or in the process of being wound up and it is certain that the Company will not be receiving the intercompany balance.

 

11 Trade and other payables

 

 

 

Group

Group

Company

Company

 

 

31 March

31 March

31 March

31 March

 

 

2017

2016

2017

2016

 

 

£'000

£'000

£'000

£'000

Trade creditors


                154

                241

                154

                241

Amounts owed to subsidiary undertakings

                     -

                     -

             -

           13,465

Social security and other taxes


                    6

                    8

                    6

                    7

Other creditors


                500

             1,371

                500

             1,362

Accruals and deferred income


                  62

                   69

                  62

                   65



                 722

             1,689

             722

           15,140

 

During the year, £13.5m (2016: £113.9m) of intercompany balances were written off due to certain subsidiaries which were already or in the process of being wound up and it is certain that the Company will not be required to repay the intercompany balances.

 

Included in other creditors is £0.5m that relates to the acquisition of further equity in Private & Commercial Finance Group PLC, an existing investment, in March 2017. This was settled in April 2017 (2016: £1.362m that relates to the acquisition of further equity in Quarto Group).

 

12 Called up share capital

 

Group

Group

Company

Company

 

31 March

31 March

31 March

31 March

 

2017

2016

2017

2016

 

£'000

£'000

£'000

£'000

Called up, allotted and fully paid:





3,843,275 (2016: 3,843,275) ordinary shares of 50p (2016: 50p)

1,922

     1,922

1,922

     1,922

10,000 (2016: 10,000) D shares of 100p (2016: 100p)

10

           10

10

           10


1,932

     1,932

1,932

     1,932

 

As at 31 March 2017, the total number of shares in issue were 3,843,275 (2016: 3,843,275) with 155,771 (2016: 155,771) of these shares held in Treasury. Since the year end, the Company purchased and cancelled 33,000 of it's own ordinary shares, leaving 3,810,275 ordinary shares in issue, of which 155,771 remained held in Treasury.

 

The average share price of Gresham House Strategic plc quoted ordinary shares in the year ended 31 March 2017 was 800 pence. In the year the share price reached a maximum of 868 pence and a minimum of 747 pence. The closing share price on 31 March 2017 was 825 pence.

 

The Group's shares are listed on London's AIM market under reference GHS.

 

During 2017, there were no purchases or cancellations of Treasury shares.

 

13 Financial instruments and financial risk management

 

The Group invests in quoted companies in accordance with the investment policy and Strategic Private Equity investment strategy. In addition to investments in smaller listed companies in UK, the Group maintains liquidity balances in the form of cash held for follow-on financing and debtors and creditors that arise directly from its operations. As at 31 March 2017, £26.0m of the Group's net assets were invested in quoted investments, £1.0m in unquoted investments and £13.0m in liquid balances (31 March 2016: £21.7m in investments and £16.6m in liquidity).

 

In pursuing its investment policy, the Group is exposed to risks that could result in a reduction in the value of net assets and consequently funds available for distribution by way of dividend or for re-investment.

 

The main risks arising from the Group's financial instruments are due to fluctuations in market prices (market price risk), currency risk and cash flow interest rate risk, although credit risk and liquidity risk are also discussed below. The Board regularly reviews and agrees policies for managing each of these risks and they are summarised below. These have been in place throughout the current and preceding years.

 

All financial assets with the exception of investments, which are held at fair value through profit or loss, are categorised as loans and receivables and all financial liabilities are categorised as amortised cost.

 

a)      Market risk

 

i)       Price risk

Market price risk arises from uncertainty about the future valuations of financial instruments held in accordance with the Group's investment objectives. These future valuations are determined by many factors but include the operational and financial performance of the underlying investee companies, as well as market perceptions of the future of the economy and its impact upon the economic environment in which these companies operate. This risk represents the potential loss that the Group might suffer through holding its investment portfolio in the face of market movements, which was a maximum of £27.0m (2016: £21.7m).

 

The investments in equity and fixed interest stocks of unquoted companies that the Group holds are not traded and as such the prices are more uncertain than those of more widely traded securities.

 

The Board's strategy in managing the market price risk is determined by the requirement to meet the Group's investment objective. Risk is mitigated to a limited extent by the fact that the Group holds investments in several companies. At 31 March 2017, the Group held interests in 8 companies (2016: 6 companies). The Directors monitor compliance with the investment policy, review and agree policies for managing this risk and monitor the overall level of risk on the investment portfolio on a regular basis.

 

Market price risk sensitivity

The Board considers that the value of investments in equity instruments is ultimately sensitive to changes in quoted share prices, insofar as such changes eventually affect the enterprise value of unquoted companies. The table below shows the impact on the return and net assets if there were to be a 20% (2016: 20%) movement in overall share prices.

 

 

 

 

 

2017

2016

 

 

 

 

£'000s

£'000s

 

 

 

 

Profit and

Profit and

 

 

 

 

net assets

net assets

Decrease if overall share prices fell by 20% (2016: 20%), with all other variables held constant.

(5,193)

(4,347)

Decrease in earnings, and net asset value per Ordinary share (in pence)1

(140.85)p

(117.90)p







Increase if overall share prices rose by 20% (2016: 20%), with all other variables held constant.

5,193

4,347

Increase in earnings, and net asset value per Ordinary share (in pence)1

140.85p

117.90p

 

The impact of a change of 20% (2016: 20%) has been selected as this is considered reasonable given the current level of volatility, observed both on a historical basis, and market expectations for future movement.

 

ii)     Currency risk

The Group does not hold any significant assets or liabilities denominated in a currency other than sterling, the functional currency. The transactions in foreign currency for the Group are highly minimal. Therefore currency risk sensitivity analysis was not performed as the results would not be significantly affected by movements in the value of foreign exchange rates.

 

iii)    Cash flow interest rate risk

As the Group has no borrowings, it only has limited interest rate risk. The impact is on income and operating cash flow and arises from changes in market interest rates. Some of the Group's cash resources are placed on interest paying current account to take advantage of preferential rates and are subject to interest rate risk to that extent.

 

b)    Credit risk

Credit risk is the risk that a counterparty will fail to discharge an obligation or commitment that it has entered into with the Group.

 

The Group's maximum exposure to credit risk is:

 

 

 

 

 

31 March

31 March

 

 

 

 

2017

2016

 

 

 

 

£'000s

£'000s

Loan stock investments

 

 

 

1,000

                    -

Cash and cash equivalents

 

 

 

12,987

           16,555

Trade and other debtors

 

 

 

249

                  69

 

 

 

 

14,236

            16,624

 

Credit risk relating to loan stock investments in unquoted companies is considered to be part of market risk.

 

The Group's cash balances are maintained by major UK clearing banks. The balance at 31 March 2016 was unusually high following the Placing and Open Offer that took place in August 2015 and yet to be fully utilised in accordance with the investment policy and strategy.

 

c)    Liquidity risk

The Directors consider that there is no significant liquidity risk faced by the Group. The Group maintains sufficient investments in cash to pay accounts payable and accrued expenses. All liabilities are current and repayable upon demand.

 

Fair values of financial assets and financial liabilities

Financial assets and liabilities are carried in the statement of financial position at either their fair value (investments), or the statement of financial position amount is a reasonable approximation of the fair value (dividends receivable, accrued income, accruals, and cash at bank).

 

As at 31 March 2017, all investments, except for the investment in Quester Venture Partnership and MJH Group Holdings Limited loan notes (Level 3), fall into the category 'Level 1' under the IFRS 7 fair value hierarchy (2016: all investments, except for the investment in Quester Venture Partnership (Level 3)). A reconciliation of fair value measurements in Level 1 is set out in Note 8 to these financial statements.

 

Level 3 unquoted equity and loan stock investments are valued in accordance with International Private Equity and Venture Capital Guidelines as follows:

 

 

31 March 2017

 31 March 2016

 

Material investments included

£'000s

Material investments included

£'000s

Cost (reviewed for impairment)

MJH Group Holdings

  1,037

None

    43

Contracted sales proceeds in post balance sheet period

None

         -

None

        -



  1,037


     43

 

 

In October 2016, an agreement was entered into with MJH Group Holdings limited to purchase loan notes for a value of £1.0m. This price has been used as the best indicator of fair value for this investment as at 31 March 2017. The purchase was completed in November 2016.

 

Valuation policy: Every six months, the investment manager within Gresham House Asset Management Limited is asked to revalue the investments that he looks after and submit his valuation recommendation to the Investment Committee and the Finance Team. The Investment Committee considers the recommendation made, and assuming the finance team confirm that the investment valuation calculations are correct, submits its valuation recommendations to the Board of GHS to consider. The final valuation decision taken by the Board is made after taking into account the recommendation of the Manager and after taking account of the views of the Company's auditors.

 

The quoted investments have been valued by multiplying the number of shares held with the closing bid price as at 31 March 2017. As such, there are no unobservable inputs that have been used in valuing investments.

 

Capital disclosures

The Group's objective has been to maximise shareholder value from all assets, which in recent years has been to realise its portfolio at the most advantageous time and return the proceeds to shareholders.

 

The capital subscribed to the Group has been managed in accordance with the Group's objectives. The available capital at 31 March 2017 is £39.5m (31 March 2016: £36.7m) as shown in the statement of financial position, which includes the Group's share capital and reserves.

 

The Company has no borrowings and there are no externally imposed capital requirements other than the minimum statutory share capital requirements for public limited companies.

 

 

 

14 Related party transactions

 

The related parties of Gresham House Strategic plc are its directors, persons connected with its directors and its Investment Manager and its subsidiary undertakings as listed in note 9.

 

Transactions and balances between the Company and its subsidiaries, which are related parties of the Company, have been eliminated on consolidation. The details of salary related transactions between the Group and its directors are given in Note 3.

 

Details of related party transactions between the Company and its subsidiaries and of non-salary related transactions involving directors are detailed below. The below subsidiary companies also form a complete list of the Company's subsidiary undertakings:

 

 

 

 

 

2017

2016

 

 

 

 

£'000

£'000

The balances owed by subsidiary undertakings to the Company are as follows:



Spark Services Ltd (dissolved December 2016)



-

7





-

7







The balances owed to subsidiary undertakings by the Company are as follows:









Spark India (dissolved February 2017)




-

11,782

Quester Venture GP Ltd




-

1,683

 

 

 

 

-

13,465

 

During the year to 31 March 2017, Gresham House Strategic plc was charged management fees of £697k (2016: £240k) by Gresham House Asset Management Limited (GHAM) following the new management agreement entered into with GHAM on 21 July 2015 and which became effective following shareholder approval on 6 August 2015. As at 31 March 2017, the Company had a balance of £121k (2016: £136k) owing to GHAM.

 

As at 31 March 2017, the following shareholders of the Company, that are related to GHAM, had the following interests in the issued shares of the Company as follows:

                                                                             

A L Dalwood                                                                          27,597     Ordinary shares  

G Bird                                                                                     22,651     Ordinary shares

Gresham House Holdings Ltd                                           706,806   Ordinary shares

 

During the year to 31 March 2017, SPARK Venture Management Ltd (SVML), former investment manager to the Company, received management incentive fees of £Nil (2016: £2.265m), management fee of £Nil (2016: £263k) other fees of £Nil (2016: £15k)  from Gresham House Strategic plc and £Nil (2016: £218k) from Quester Venture Partnership for its management. Quester Venture GP Ltd is the general partner of Quester Venture GP Partnership which is the General Partner of Quester Venture Partnership, an entity the Company has invested into.

 

The Company has signed a co-investment agreement with Gresham House Strategic Public Equity Fund LP ("SPE Fund LP"), a sister fund to the Company launched by Gresham House Asset Management Ltd ("GHAM") on 15 August 2016. Under the agreement, the Company will co-invest £7.5m with the SPE Fund LP.

 

The Company intends to satisfy the commitment by transferring 3,875,969 of IMImobile plc ("IMO") shares at 193.5p per shares into the co-investment structure. The Company has transferred in aggregate 2,374,431 IMO shares into the co-investment structure of which 300,308 ordinary shares in IMO were sold to Gresham House plc ("GHE") co-investment account and 2,074,123 ordinary shares were sold to the SPE Fund LP at a price of 193.5p per share (being the closing mid-market price on 15 August 2016).

 

Up to a further 1,113,941 ordinary shares in IMO are expected to be automatically sold to the SPE Fund LP at a price of 193.5p per share, subject to a rebalancing exercise which will depend on the final level of commitment received by the SPE Fund LP at its final close, leaving 387,597 IMO ordinary shares held in its co-investment account. GHS's commitment under the co-investment agreement will remain at £7.5m irrespective of the total size of the SPE Fund LP at final close.

 

Currently 1,113,941 of IMO shares which are expected to be sold to related parties of the Company as per the co-investment agreement are held by the Company at the lower of the closing bid price and 193.5p per share.

 

The entering into the co-investment agreement and the sale of IMO shares to GHE and the SPE Fund LP are both deemed to be related party transaction under Rule 13 of the AIM Rules for Companies. The directors of the Company consider, having consulted with the Company's nominated adviser, finnCap Ltd, that the terms of the co-investment agreement and the sale of IMO shares are fair and reasonable insofar as its shareholders are concerned.

 

There are no other related party transactions of which we are aware in the year ended 31 March 2017.

 

15 Subsequent events note

 

Following the year end, the Company began and completed a share buy back exercise. In the period up to the 5th of May 2017 the Company purchased and cancelled a total of 33,000 shares, at an average price of 857 pence per share, leaving the new total number of shares in issue as 3,810,275 (2017: 3,843,275) with 155,771 (2017: 155,771) of these shares held in Treasury. There were no other material events after the statement of financial position that have a bearing on the understanding of the consolidated financial statements.

 


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