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RNS
K3 Capital Group PLC  -  K3C   

Final Results

Released 07:00 11-Sep-2018

RNS Number : 3288A
K3 Capital Group PLC
11 September 2018
 

11 September 2018

 

This announcement contains inside information for the purposes of Article 7 of Regulation 596/2014 ("MAR")

 

 

K3 CAPITAL GROUP PLC

("K3", the "Company" and including its subsidiaries, the "Group")

 

Final audited results for the year ending 31 May 2018

 

A year of significant growth across the Group

 

 

K3 Capital Group plc, a leading business and company sales specialist in the UK, today announces its final results for the year ended 31 May 2018.

 

Financial highlights

£m

2018

2017

% change

Group revenue

£16.5m

£10.8m

53%

EBITDA

£7.4m

£4.5m

64%

Profit before tax

£7.3m

£3.6m

103%

Net cash

£7.5m

£3.4m

121%

Earnings per share

14.10p

*6.59p

114%

Dividend per share

**11.25p

*7.19p

56%

 

† Cash in bank less bank loans

* 2017 earnings per share & dividend per share are based on 42.2m issued share capital at 31 May 2017

** 2018 dividend per share includes proposed final dividend

 

Operational highlights

 

·      Continued investment in our people and their training and development (133 employees as of 31 May 2018)

·      Most active dealmaker in H1 2018 and full year 2017 in the Thomson Reuters Small Cap M&A Review

·      Introduction of new technologies and systems in order to fuel future growth

·      Ongoing delivery of core strategy to increase the volume of larger and more profitable mandates

·      Creation of a new FCA Regulated subsidiary (KBS Capital Markets Limited)

 

 

Outlook

 

·    All three brands have started FY19 strongly and the Group as a whole is trading ahead of market expectations, with strong pipelines in place

·     Continued organic growth across all three group companies

·     Ongoing strategy to both target and win higher value, more profitable mandates through targeted marketing campaigns and national sales force

·     Refining technologies and data provisions to further enhance buyer targeting

·   KBS Capital Markets gives the capability to offer a 'TripleTrack' approach to continue to generate quality clients and mandates

 

 

Commenting on the results, K3 Capital Group plc, Chairman, Ian Mattioli said:

 

"Our disruptive business model and proactive approach to targeting clients with larger value potential has helped us deliver a year of pleasing growth across each of the Group companies.

 

"Throughout the year, K3 has continued to invest in both its sales people and its direct marketing approach, two elements which have culminated in 15% more client mandates in FY18 than the previous year and an increase of more than a third in non-contingent fee income.

 

"Once again, we find ourselves excelling in national league tables, with Thomson Reuters naming KBS Corporate the most active dealmaker in the Small Cap Financial Advisory review for 2017 and H1 2018. Such accolades are testament to the dedication of the whole team in having the drive and determination to continue improving KPIs across the Group.

 

"We are continuing to work hard to deliver additional improvements to the technology and systems which were launched in FY18, which will continue to enhance and partially automate business processes. This will drive further operational efficiencies and we remain excited by the prospects that this offers the Group."

 

John Rigby, CEO of K3 Capital Group plc said:

 

"As an innovative and disruptive player within the fragmented business and company sales marketplace, K3 has continued to increase the number of client mandates across the Group, with success being achieved by carefully monitoring growth through key performance indicators, including the total volume of mandates, completed transactions and average transaction fees.

 

"All three brands have started FY19 strongly and the Group as a whole is trading ahead of market expectations and has strong pipelines in place. To facilitate further the Group's organic growth we plan to leverage our data, technology and systems to find more sellers, more buyers and complete more transactions than any other UK adviser."

 

-ENDS-

 

 

For further information please contact:

 

K3 Capital Group plc

Tel: c/o Newgate 020 7680 6550

John Rigby, Chief Executive Officer

www.k3capitalgroupplc.com

Andrew Melbourne, Chief Financial Officer

 

 

 

finnCap Ltd (Nominated Adviser and Broker)

Tel: 020 7220 0500

Jonny Franklin-Adams, Emily Watts, Anthony Adams

 

(Corporate Finance)

 

Tim Redfern, Richard Chambers (Corporate Broking)

 

 

 

Newgate Communications Ltd (Financial PR)

Tel: 020 7680 6550

Alistair Kellie, Zoë Sibree, James Ash

k3capital@newgatecomms.com

 

Information on K3 Capital Group plc can be accessed via the Group's website at www.k3capitalgroupplc.com

 

Forward looking statements and disclaimer

 

Certain statements included or incorporated by reference within this announcement may be, or may be deemed to be "forward-looking statements" in respect of the Company's operations, performance, prospects and/or financial condition. Forward-looking statements are sometimes, but not always, identified by their use of a date in the future or such words and words of similar meaning as  "due", "could", "may", "will", "should", "expects", "believes", "intends", "plans", "potential", "targets" or "estimates".

 

By their nature, forward-looking statements involve a number of risks, uncertainties and assumptions and actual results or events may differ materially from those expressed or implied by those statements. Accordingly, no assurance can be given that any particular expectation will be met and reliance should not be placed on any forward-looking statement. Additionally, forward-looking statements regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. Except as required by applicable law or regulation (including to meet the requirements of the AIM Rules, MAR, the Prospectus Rules and/or the FSMA), the Company expressly disclaims any responsibility or obligation is accepted to publish any updates or revisions to any forward-looking statements resulting from new information, future events or otherwise whether following any change to reflect events or circumstances after the date of this announcement. Nothing in this announcement should be construed as a profit forecast.

 

Disclaimer

 

This announcement and information communicated orally in relation to it does not constitute or form part of any offer or invitation to sell, or any solicitation of any offer to purchase any shares or other securities in K3 Capital Group plc, nor shall it or any part of it or the fact of its distribution form the basis of, or be relied on in connection with, any contract or commitment or investment decisions relating thereto, nor does it constitute a recommendation regarding the shares or other securities of  the Company. Past performance cannot be relied upon as a guide to future performance and persons needing advice should consult an independent financial adviser.

 

Statements in this announcement reflect the knowledge and information available at the time of its preparation. Liability arising from anything in this announcement shall be governed by English law. Nothing in this announcement shall exclude any liability under applicable laws that cannot be excluded in accordance with such laws.

 

All subsequent oral or written forward-looking statements attributed to K3 Capital Group plc or any persons acting on its behalf are expressly qualified in their entirety by the cautionary statement above.  All forward-looking statements contained in this announcement are based on information available to the directors of the Company at the date of this announcement, unless some other time is specified in relation to them, and the posting or receipt of this announcement shall not give rise to any implication that there has been no change in the facts set forth herein since such date.

 

 

Strategic Report

 

Chairman's statement

 

I am delighted to report that K3 Capital Group plc has achieved significant organic growth with record revenues and profits in FY18.

 

Our disruptive business model and proactive approach to targeting clients with larger value potential has seen each Group company achieve pleasing growth. It is a testament to the professionalism and dedication of the Board and management that such results have been achieved and I remain confident that further opportunities for growth remain ahead for the Group.

 

It has been a year of robust growth that has seen revenues increase by 53% to £16.5m (FY17 £10.8m) and EBITDA (note 3 of the financial statements) increase by 64%, to £7.4m (FY17 £4.5m). In addition to this, the Group is pleased to report a profit after tax of £6.0m, an increase of 114% (FY17 £2.8m).

 

Throughout the year, K3 has continued to invest in both its sales people and its direct marketing approach, two elements which have culminated in 15% more client mandates in FY18. Non-contingent fee income across the brands has increased by 37% to £7.0m in FY18 (FY17 £5.1m). This investment, combined with continuing industry recognition has raised our profile and brand awareness throughout the UK.

 

Our operations department has also had a successful year with revenue from Group transaction fees increasing by 64% to £9.5m (FY17 £5.8m). This department has grown as a direct result of investment into people, management and processes and we are delighted with the calibre and dedication of the team who remain focussed on delivering a 'best in class' service to all clients.

 

Once again, we find ourselves excelling in national league tables, with Thomson Reuters naming KBS Corporate as the most active dealmaker in the Small Cap Financial Advisory review for 2017 and H1 2018. Such accolades are testament to the dedication of the whole team in having the drive and determination to continue improving KPIs across the Group.

 

Financials

 

As reported, revenues for the year stood at £16.5m, an increase of 53% (FY17: £10.8m), and 22% above initial market expectations.

 

We are pleased to report an EBITDA of £7.4m (FY17 £4.5m), an increase of 64% and 35% above initial market expectations. The Group also enjoyed an increase in operating profit of 97% to £7.3m (FY17 £3.7m).

 

Net cash at the year-end stands at £7.5m, an increase of 121% from the previous year (FY17 £3.4m).

 

Group net assets at FY18 were £8.3m (FY17 £5.4m) with current net assets standing at £4.2m (FY17 £1.5m).

 

As a result of the pleasing results, the Board is delighted to recommend the final payment dividend of 8.4p per share. This results in a total dividend of 11.25p (FY17: 7.19p), a 56% increase.

 

The Board remains committed to a progressive dividend policy, whilst maintaining an appropriate level of dividend cover. If approved, the final dividend will be paid on 30 October 2018 to shareholders on the register at the close of business on 28 September 2018, with an associated ex-dividend date of 27 September 2018.

 

Summary

 

The positive momentum in the business continues to gain pace and the improved performance across all KPIs, coupled with the robust deal pipelines that exist across all three trading brands, lead us to a very positive outlook for FY19 and beyond.

 

We have seen some significant uplifts in the sales and operational KPIs, and we continue to strive to both develop and train our employees in order to help continue these trends.

 

We are continuing to work hard to deliver additional improvements to the technology and systems which were launched in FY18 and which will continue to enhance and partially automate business processes. This will drive further operational efficiencies and we remain excited by the prospects that this offers the Group.

 

 

Ian Mattioli

Chairman

 

10 September 2018

 

 

 

Chief Executive Officer's Report

 

Introduction and highlights

 

I am delighted to report on what has been a fantastic year at K3 Capital Group plc. Record revenue and profits have been achieved through continued implementation of our growth strategy, predicated on effective marketing, quality data and professional sales strategies, coupled with a low cost and scalable operating platform. This is driven and supported by K3's continued investment in technology, data segmentation and optimisation and improvements in its marketing and sales processes.

 

As an innovative and disruptive player within the fragmented business and company sales marketplace, K3 has continued to increase the number of client mandates across the Group, with a particular focus on a qualified service delivery to mandates with an enterprise value in excess of £5m. The Group's success is achieved by carefully monitoring its growth through key performance indicators, including the total volume of mandates, completed transactions and average transaction fees.

 

We are delighted to have retained our high standing within industry league tables having been ranked by Thomson Reuters (small cap M&A review by deal volume) as No 1 Advisor for the calendar year 2017 and No 1 Advisor in the first six months of this calendar year (Jan to June 2018).

Figures from this review show that K3 Capital outperformed the market, completing 34% more deals than any other advisor. Amid the current uncertainty around Brexit negotiations and slow economic growth, such success demonstrates the scale of this achievement, but also hints at the Group's ability to achieve excellence even in turbulent market conditions.

 

The financial year ending 31 May 2018 has seen the continuing and successful implementation of our strategy to grow revenue across each of our brands. I am very pleased to report that revenue for the Group increased 53% to £16.5m (up from £10.8m in FY17) with revenue in KBS Corporate Finance up 77%, KBS Corporate up 43% and Knightsbridge up 24%.

 

During the year we have successfully implemented a number of initiatives to help propel growth throughout the year. A number of technological advances were launched and began to positively influence activity; continued investment in our people has led to increases in both capacity and skill sets; and further refinement of sales and marketing activity has continued to enhance our ability to target larger value opportunities.

 

However, the year hasn't been without challenges. The introduction of GDPR in May 2018 inevitably meant some minor restructuring and formalising of our procedures, but with the dedication of our internal marketing team, and the professional legal advice received from our solicitors and the Direct Marketing Association, I can report that policies, procedures and training were implemented ahead of the legislation coming into force. We do not believe that the changes implemented will have any ongoing impact on our direct marketing method which remains central to our disruptive model.

 

I would like to thank my fellow directors and indeed all the staff across the Group for their hard work and dedication over the last 12 months in achieving remarkable growth in both revenue, and EBITDA up 64% to £7.4m FY18 (FY17 £4.5m). Their commitment and hard work in driving through growth initiatives, has brought about even greater momentum both in the volume and quality of new client wins and transactions. The achievements within the financial year speak volumes for the character and professionalism of the entire K3 team.

 

I am proud to announce that during the financial year we awarded 25 members of staff with share options (the performance period for which commenced on 1 December 2017). This scheme is undoubtedly helping us to retain and attract key talent to the Group and I envisage it continuing to play an important role as we enter our second full year as a PLC.

 

Our marketing spend has increased in line with our strategy to target and mandate 'bigger and better', higher value clients. The costs of £1.0m (6.1% of turnover) in FY18 compares with £0.9m (8.3% of turnover) in FY17 and has driven new client wins across KBS Corporate Finance, KBS Corporate and Knightsbridge, many of which will convert into transaction fee income as we move into FY19. It is pleasing to see that the investment in marketing is having a positive effect on return on investment, demonstrated by decreased marketing costs as a percentage of turnover.

 

 

Knightsbridge Business Sales

 

Sales

 

The Knightsbridge brand has traded positively across the year allowing us to recruit a further Regional Sales Manager, increasing the team to seven, with further investment into Head Office sales resource. During the financial year we have repositioned the brand, launching Knightsbridge Commercial, in order to focus on the more profitable commercial market, in addition to the 'retail' market, which Knightsbridge has traditionally served.

 

This has been complemented by increased investment into direct marketing resulting in growth across all main KPIs, monthly appointments increased to 232 in FY18 (FY17 189); monthly fee quotes increased to £294k in FY18 (FY17 £204k) and monthly new mandates increasing by 5%.

 

This has delivered a 57% increase in non-contingent fee income to £1.1m in FY18 (FY17 £0.7m). We strongly believe that our approach and dedication to the Knightsbridge Commercial brand will provide additional growth in FY19 and beyond.

 

Operations

 

Within the previous financial year we created a separate department to manage commercial instructions under a new Knightsbridge Commercial brand. We are confident that this has improved the customer journey as planned and this re-focus on commercial business have delivered positive KPIs.

 

The growth across all main KPIs included: monthly buyer enquires increasing to 3,017 in FY18 (FY17 2,965); monthly buyer meetings increased to 224 in FY18 (FY17 200); and monthly offers increased to 45 in FY18 (FY17 35).

 

We are confident that the strong performance against KPIs and investment in the team will yield a very positive future for the division and will deliver revenue growth in FY19. Transaction fee income achieved in FY18 is £518k (FY17 £532k). This marginal decrease (3%) can be attributed to a particularly large transaction that occurred in FY17, when normalised to take this into account, we see a 16% increase in the volume of transactions, and a 28% increase in underlying Transaction Fee Income.

 

 

KBS Corporate

 

Sales

 

FY18 has seen previous investment into sales staff, systems and data produce excellent results. This combined with our continued focus on targeting higher value clients through our 'bigger and better' approach has helped to yield positive growth across all our main KPIs. Monthly new business appointments increased to 285 in FY18 (FY17 239); monthly fee quotes increased to £2.1m FY18 (FY17 £1.3m) and monthly new mandates increased by 24%.

 

As a result non-contingent fee income has increased by 37% to £5.9m in FY18 (FY17 £4.3m).

 

Operations

 

Our continuing mantra of targeting and winning higher value client mandates in greater volume, combined with a significant uplift in the number of buyers sourced, due to our ongoing investment into data, research and buyer targeting, has continued to deliver increases in both the volume of transactions completed (30% increase on FY17) and the average fee relating to these transactions increased by 22%. (FY18: £43.1k, up from FY17: £35.2k).

 

The investment in management, head count and data / systems has delivered some pleasing results across all major operational KPIs. These include monthly non disclosure agreements (NDAs) received increasing to 1,006 in FY18 (FY17 673); monthly buyer meetings increasing to 115 in FY18 (FY17 86) and monthly offers increasing to 36 in FY18 (FY17: 21).

 

All of the above has resulted in transaction fee income increasing by 60% to £2.4m in FY18 (FY17 £1.5m) and we are confident that the investment will deliver further revenue growth and profitability in FY19.

 

 

KBS Corporate Finance

 

Operations

 

During FY18 our continued strategy of targeting higher value clients has resulted in us winning numerous mandates with profits typically ranging from £2m to £10m, providing us with a strong foundation heading into FY19 and beyond. During the period we increased the number of chartered accountants within the department to 9 (FY17: 5) in order to provide the resource to transact the increased volume of higher value and profile mandates. 

 

Our ever-improving reputation, successful case studies combined with our sector leading marketing strategy and national sales footprint has resulted in a 78% increase in fee income to £6.6m in FY18 (£3.7m in FY17).

 

Our Graduate Academy continues to flourish and we selected a further four graduates to undertake a work experience year within the Corporate Finance department. This is the third intake since the department was established and I am delighted to report that we have made our first permanent hire from the initial intake of graduates, now that their studies have completed.

 

 

Looking ahead

 

Our Group strategy for FY19 is in line with our previously stated strategy of organic growth across all three business streams, continuing to move 'up market' with the average value of deals across all brands. To achieve this we plan to leverage our data, technology and systems to find more sellers, more buyers and complete more transactions than any other UK adviser.

 

All three brands have started the year strongly and the Group as a whole is trading ahead of market expectations and has strong pipelines in place. Although the timing and certainty of transactions is not guaranteed, we are excited by the prospects of the current financial year. Whilst we have set a tough comparative year, due to strong performance in FY18 we will strive to continue delivering growth across the Group.

 

In line with this stated strategy, we have recently formed an FCA regulated subsidiary (KBS Capital Markets Ltd) in order to allow us to offer a 'TripleTrack' approach for our clients, promoting them to trade buyers, private equity investors and the potential of an IPO / flotation. We are excited by the upcoming launch of this new route to market and expect it to generate quality clients and mandates into the Corporate Finance division throughout FY19.

 

KBS Capital Markets, through its recently acquired FCA regulation, allows the Group to broaden its service offering by undertaking transactions involving the transfer of clients' minority shares, as well as AIM listings. KBS Capital Markets provides the Group with the vehicle to undertake such transactions when required, which is deemed as low risk from a compliance perspective. We do not envisage a requirement to 'regulate' the other Group companies, which will continue to trade in the existing manner.

 

Our people remain at the core of our business. We continually strive to recruit high quality, experienced people and we have recently invested in expanding the head office infrastructure to accommodate additional members of staff and further future proof our operations.

 

We are in the process of refreshing the KBS Corporate brand with an updated website and marketing materials that reflect the advances we have made as a Group in recent years. We hope that this will underpin and enhance our market leading position as we continue our disruptive approach to the sector.

 

We continue to make advances in the utilisation of technology to deliver operational efficiencies and improved communication and performance. During the last 12 months our Buyer Matching Engine (BME) has been further developed and is now in the early stages of operation, this is already starting to positively impact the number of buyers (NDAs) into the business and further development has been identified which we feel will significantly impact FY19 and beyond. Our recently launched Mandate Portal allows private equity and serial acquirers to easily search and access our portfolio of clients which we hope will allow us to further leverage our strong relationships with buyers as we strive to become the most prominent shop window for both the quality and quantum of acquisition opportunities.

 

FY18 has also seen the launch of a second valuation portal, whatismybusinessworth.co.uk, to complement the successes of CVS. We expect this to gain traction throughout FY19 and provide a further source of mandates and income into the Group.

 

We are excited by the prospects of the coming financial year and look forward to delivering sustainable growth and increasing profitability across the Group.

 

 

John Rigby

Chief Executive Officer

 

10 September 2018

 

 

 

Chief Financial Officer's Report

 

Income Statement

 

Following K3's first full year as a listed company, I am delighted to report that Group turnover for the year amounted to £16.5m, an increase of £5.7m (53%) compared to the prior year (2017: £10.8m).

 

Following on from the continued investment into the transaction delivery teams within the Group, two thirds of turnover growth has come from transaction fee income. The ever-improving success at completing deals, as demonstrated by independent industry league tables, has seen transaction fee income derived from completions increasing by 64% (£3.7m increase).

 

The year as a whole has seen many internal records broken, and delivers headline increases from FY17 to FY18 of 37% in non-contingent fees, 64% in transaction fees, and 67% in EBITDA. The growth in staff numbers over the year has seen every department strengthened by a total increase of 23 employees from May 2017 to May 2018 (21%), delivering what the Directors believe is a solid platform for the growth plan ahead.

 

Non-Contingent Fee Income

 

Recognised Non-Contingent Fee Income (see note 5 of the financial statements) grew by 37% to £7.0m, representing a £1.9m increase on the previous year (FY17: £5.1m). The continued revenue recognition policy, in line with IAS 18, sees the recognised figures take into account the contractual nature of new client mandates, and spreads income throughout the life of a contract. Behind this revenue recognition policy are newly instructed and paying clients, referred to internally as 'banked' income. This 'banked' non-contingent fee income has risen to £7.2m in FY18, an increase of £1.9m from FY17 (£5.3m), showing the continued success of the sales and marketing team.

 

This increase has once again come from a combination of targeting and winning an increased quantity and quality of client mandates, as the Group on the whole moves upstream, underlined by the new 'Knightsbridge Commercial' offering towards the end of the year.  The year ended with the average retainer fee increasing by 21%, and average monthly instructions raising by 15% - again demonstrating the continued strategy of growing both the volume and value of instructions.

 

In the 2017 report, it was announced that the increase in the national sales team was expected to generate around 27% more capacity in diary time, increasing the national footprint of the Group and allowing more client appointments, therefore more non-contingent fee income. This 27% increase has delivered a 37% increase in revenue, whilst FY18 closes with the same number of regional Directors, the recruitment drive in FY19 will look to increase capacity further, and the Directors believe this will continue to demonstrate the highly scalable nature of the business.

 

Transaction fee income

 

Knightsbridge Transaction Fee Income has remained flat year on year, with £0.5m turnover delivered in FY18 (FY17: £0.5m). However, FY17, as typical to most years prior, saw the completion of a large deal from the team, delivering a large transaction fee. FY18 did not see such a transaction, though when the largest transaction fee is removed from the prior year, underlying turnover is up 28% from the core business. The number of transactions in the department has increased by 16% in the year, and it is expected that the launch of Knightsbridge Commercial will see average transaction fee income rise given the value of businesses coming to market.

 

KBS Corporate sales have seen a 30% increase in the volume of transactions in the year, and also a 22% increase in the average fee value - further demonstrating the continuous strategy of delivering more transactions at a higher average value. This has seen transaction fee income rise by £0.9m to £2.4m in FY18 (FY17 £1.5m), a 60% increase. The revenue growth has been delivered following a significant investment in the levels of service being offered to corporate clients. This can be demonstrated with increased staff numbers from FY17 to the date of this report, detailing a 57% increase in the number of corporate researchers, 43% increase in the number of corporate document writers, and a 38% increase in the number of corporate deal executives. The combined additional resources have led to increased volumes of non disclosure agreements received from buyers, with more proactive targeting and handling of buyers, delivering more buyer meetings, offers, and completions. With continued investment planned in terms of technological advances in the contacting of buyers, the Directors believe that this trend should continue and further scale the department upwards.

 

Transaction fees in KBS Corporate Finance have increased by 78% to £6.6m in FY18 (FY17: £3.7m), as a continued result of our strategy to move upstream. The year has seen a significant increase in the expected value of clients coming to market, following the 'high profit' targeted marketing campaigns. Off the back of several high value transactions, marketing activities have been successful in attracting new mandates with potential fee levels well above current averages. The department now has nine chartered accountants/corporate financiers transacting deals (FY17: five) demonstrating the significant resources being invested into delivering a first-class service for this level of client mandate.

 

As a Group, the average transaction fee has risen by 41%, also seeing the total number of transactions rising by 18% - more transactions at a higher average value, continuing the 'bigger and better' strategy. Whilst FY18 has seen a continuation of larger corporate finance transactions, it is noted that when the largest fee is removed from FY18 and FY17, there is still an increase of 40% on the average transaction fee, underlining the Group wide growth strategy with increased averages throughout.

 

Marketing costs

 

Group marketing spend has increased by 11% in FY18 to £1.0m (FY17 £0.9m), primarily due to increases in the volume and quality of direct and digital marketing. Continued investment into 'high profit' mailings, utilising high quality, glossy marketing brochures and success stories to potential large clients, has seen great success with new Corporate Finance mandates won in the year. This increased spend has also been incurred in maintaining the pro-active approach to finding buyers, with more mailings and emailing taking place.

 

Overhead costs

 

Overheads have once more increased in FY18 by £2.0m to a total of £8.2m (FY17: £6.2m). Breaking these down into two components, overheads excluding wages have increased by less than 2% in the year, a testimony to the culture throughout the Group of driving value and continuously monitoring costs.

 

The vast majority of the increase in overheads has been derived from Group wages, increasing from £4.0m in FY17 to £6.6m in FY18, with the year end headcount standing at 133, a 21% increase (FY17: 110). Reassuringly, however, despite the increase in staff numbers and general salary increases, the Group ethos of keeping employees driven to earn through performance rather than basic salary, sees the variable payroll cost (bonuses) in FY18 equate to 44% of overall payroll (FY17 48%). There have been pay increases through the Group and some senior appointments that have eroded this variable as a percentage, however the remuneration model remains unchanged therefore the overall quantum of bonus payments linked to success will continue to grow in line with turnover.

 

Considering the sheer volume of new starters, it is pleasing to note that average length of service has increased from 2.5 years to 2.7 years for those in employment at year end. During the year, the Group has been re-accredited as Investors In People and has adopted several new employee benefit schemes to retain and attract high quality staff to the Group.

 

EBITDA

 

As a result of the continued strong trading performance in the year, reported EBITDA has increased by £2.9m (64%) to £7.4m in FY18 (2017: £4.5m). EBITDA margin has also increased to 45% (2017: 41%), underlining the potential growth in profitability with continued success at retaining and transacting clients.

 

Taxation

 

The pre-exceptional effective tax rate is 18.6% which is marginally lower than the prior year (FY17: 19.1%) reflecting the reduction in the standard rate of Corporation Tax.

 

Earnings per share

 

Based on the closing 42.2m shares in circulation, the basic earnings per share (see note 14 of the financial statements) was 14.1p for the year. This represents an increase of 114% on FY17 when using the same 42.2m shares in circulation at FY17 year end, that delivered a basic earnings per share of 6.6p.

 

 

Statement of financial position

 

Cash

 

The Group cash balances continues to grow and ends the year with £7.5m (FY17: £3.8m). The Group business model is highly cash generative as Non-Contingent Fee income is typically paid in advance of services, although is recognised in the accounts over a period of time. With wages being processed at the end of each month, and bonus payments being made after receipt of income, this leaves minimal requirement for working capital in the business. This year has seen only one exceptional cash movement in the year, being the £0.4m repayment of legacy bank borrowings to leave the Group debt free.

 

It is noted that, whilst a £7.5m cash balance appears high, once a provision for corporation tax, VAT and PAYE (£1.8m), and a provision for a final dividend (£3.5m) are taken into account, this leaves a free balance of £2.2m, approximately 3 months total overheads, which the directors feel is sufficient liquidity for the Group.

 

By exception, other points of note with regard to the statement of financial position are:

 

·      Significant increase in other taxation and social security due to quantum of year end bonuses for the Group processed in May payroll

·      Trade receivables/payables are subject to the timing of transactions and recognised income around the reporting date

·      Deferred income continues to grow in line with Non-Contingent Fee income to underpin future turnover

·      Borrowings repaid in full during the financial year

 

Risks and uncertainties

 

Management consider the following issues to be the principal risks potentially affecting the business:

 

Risk: Personnel

Management consider there could be a risk to the Group growth strategy should it fail to retain or attract effective personnel.

 

Mitigation:

Subsequent to the AIM floatation, key members of staff were granted share options as part of an LTIP as an incentive to retain talent within the Group, this was widened within the financial year under an additional scheme to bring a total of 31 employees into the schemes. The performance periods under these schemes commenced 1 June 2017 and 1 December 2017, and both run for 3 year cycles. There are currently 1,745,633 shares granted to staff under the scheme (4.14% of total shares).

 

In addition, K3 Capital Group has continued to search for employee wellbeing incentives and during the year has established a Death In Service policy for all members of staff. Post year end, a Healthcare Plan and Employee Discount Scheme have been introduced, effective from FY19. This, combined with regular social events, is deemed to be sufficient for improving and maintaining the attractiveness of employment within the Group, however Directors regularly review opportunities to improve.

 

Risk: Regulation

With exception of KBS Capital Markets Ltd, K3 Capital Group predominantly operates within a partially unregulated market place and relies on a specific exemption from FCA in order to trade without regulation. It is deemed vital by management that the core of the Group continues to trade unregulated.

 

Mitigation:

The new client terms distributed through the financial year make it explicitly clear that the main Group trading entities are not FCA regulated and are not able to offer advice on minority share sales. There has been an internal team established to monitor all transactions in Heads of Agreement to ensure that the 50% threshold is not breached, whilst at the same time, our legal partners have been written to asking to inform the Group if a transaction falls below this level.

 

An additional mitigation to this risk, comes from the newly regulated vehicle, KBS Capital Markets Limited. FCA approval was gained post year end and, as all Group contracts have the right to assign a client to Group companies, this will allow K3 to act on minority share sales and AIM listings in the future, where required. This provides greater flexibility when operating around regulated markets.

 

Risk: Data Protection

There was a large change in May 2018 in respect of data protection that could have threatened the marketing capabilities of businesses who were not prepared. The General Data Protection Regulation (GDPR) (Regulation (EU) 2016/679) is a regulation by which the European Parliament, the Council of European Union and the European Commission intend to strengthen and unify data protection for the individuals within the European union (EU) and covers firms that hold client data.

 

Mitigation:

Following the commissioning of a taskforce to comply with GDPR, there has been a significant amount of effort provided by our legal partners and the marketing team to ensure full compliance for the May deadline. All staff have been trained, which is ongoing, new procedures have been established, and all breaches are reported at plc board meetings to ensure that the matter is taken seriously.

 

Risk: Economical & Political

Macroeconomic conditions such as government regulation, political instability or recession could cause volatility in the UK economy. The wider economic impacts of the outcome of the EU referendum may also be felt throughout the UK economy.

 

Mitigation:

The continued Group policy of sourcing both clients and buyers from all sectors and industries, across all geographic regions of the UK is expected to sufficiently spread this risk of downturn in individual markets or areas. All income is derived from a diverse portfolio of clients, across a broad range of sectors.

 

The economic impacts of the outcome of the EU referendum will be monitored and mitigated where possible by the Board with the appropriate action being taken in a timely manner.

 

 

Shareholders' dividend

 

The Board is recommending a final dividend of 8.40 pence per ordinary share payable to shareholders on the register at 28 September 2018. The final dividend, together with the January interim dividend of 2.85p, gives an indicative total dividend of 11.25 pence per share for the year, representing a 56% increase on the prior year (2017: 7.19 pence).

 

On admission, the Board outlined an intention to pay approximately 80% of the Group's post tax profits for the year weighted one third on interim results and two thirds on final results. The 8.4p final dividend represents 79.8% of the Group's post tax profits for the year.

 

Going forwards, the Board expects to maintain a progressive dividend policy in line with its stated strategy.

 

Share price

 

The K3 Capital Group plc share price closed the financial year at 318.0 pence, an increase of 164% on the 31 May 17 closing price of 120.5 pence.

 

Going concern

 

After making enquiries, the directors have formed a judgement, at the time of approving the financial statements, that there is a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. For this reason, the directors continue to adopt the going concern basis in preparing the financial statements.

 

Strategic report

 

The Strategic report was approved by the Board of Directors on 10 September 2018 and signed on its behalf by:

 

 

Andrew Melbourne

Chief Financial Officer

 

10 September 2018

 

 

 

 

Consolidated Statement of Comprehensive Income

 

 

 

2018

2017

 

£000

£000

Revenue

16,485

10,816

 

 

 

Distribution costs

(979)

(913)

Administrative expenses

(8,195)

(6,200)

 

 

 

EBITDA (before exceptional costs)

7,386

4,463

Depreciation of tangible assets

(69)

(47)

Amortisation of intangible assets

(6)

(9)

AIM listing fees

-

(704)

 

------------------------

-----------------------

Operating profit

7,311

3,703

 

 

 

Finance income

9

2

Finance costs

(5)

(100)

 

------------------------

-----------------------

Profit before taxation

7,315

3,605

 

 

 

Taxation

(1,362)

(823)

 

------------------------

-----------------------

Profit and total other comprehensive income for the financial year

5,953

2,782

 

================

================

 

 

 

Attributable to the owners of the Company

5,953

2,782

 

================

================

 

 

 

Earnings per share:

 

 

Basic EPS

£0.14

£0.27

Diluted EPS

£0.14

£0.27

 

 

All the activities of the group are from continuing operations.

 

 

 

 

Consolidated Statement of Financial Position

 

 

 

2018

2017

 

£000

£000

ASSETS

 

 

Non-current assets

 

 

Intangible assets

3,992

3,978

Property, plant and equipment

102

146

 

------------------------

-----------------------

Total non-current assets

4,094

4,124

 

------------------------

-----------------------

 

 

 

Current assets

 

 

Trade and other receivables

199

105

Other assets

337

286

Cash and cash equivalents

7,522

3,801

 

------------------------

-----------------------

Total current assets

8,058

4,192

 

------------------------

-----------------------

TOTAL ASSETS

12,152

8,316

 

================

================

 

 

 

Current liabilities

 

 

Trade and other payables

1,589

1,053

Borrowings

-

220

Current tax liabilities

849

313

Deferred revenue

1,416

1,137

 

------------------------

-----------------------

Total current liabilities

3,854

2,723

 

------------------------

-----------------------

 

 

 

Non-current liabilities

 

 

Borrowings

-

211

Deferred tax liabilities

23

32

 

------------------------

-----------------------

Total non-current liabilities

23

243

 

------------------------

-----------------------

TOTAL LIABILITIES

3,877

2,966

 

------------------------

-----------------------

NET ASSETS

8,275

5,350

 

================

================

EQUITY

 

 

Equity attributable to owners of the Company:

 

 

Issued capital and share premium

2,413

2,413

Capital redemption reserve

32

-

Retained earnings

5,830

2,937

 

------------------------

-----------------------

TOTAL EQUITY

8,275

5,350

 

================

================

 

 

 

 

Consolidated Statement of Changes in Equity

Share

capital

Share

premium

Capital redemption reserve

Share based

payments

reserve

Retained

earnings

Total

 

 

 

 

 

 

 

 

£000

£000

£000

£000

£000

£000

Balance at 1 June 2016

-

10

1,500

-

222

1,732

 

 

 

 

 

 

 

Profit and total comprehensive income for the year

-

-

-

-

2,782

2,782

 

 

 

 

 

 

 

Transactions with owners:

 

 

 

 

 

 

Issue of ordinary share capital

22

2,078

-

-

-

2,100

Bonus issue of ordinary share capital

400

-

-

-

(400)

-

Redemption of preference shares

-

-

1,500

-

(1,500)

-

Cancellation of subscribed capital

-

(10)

(3,000)

-

3,010

-

AIM listing fees

-

(87)

-

-

-

(87)

Dividends

-

-

-

-

(1,177)

(1,177)

 

----------------

----------------

----------------

----------------

----------------

----------------

Balance at 31 May 2017

422

1,991

-

-

2,937

5,350

 

 

 

 

 

 

 

Profit and total comprehensive income for the year

-

-

-

-

5,953

5,953

 

 

 

 

 

 

 

Transactions with owners:

 

 

 

 

 

 

Share based payments

-

-

-

32

-

32

Dividends

-

-

-

-

(3,060)

(3,060)

 

----------------

----------------

----------------

----------------

----------------

----------------

As at 31 May 2018

422

1,991

-

32

5,830

8,275

 

==========

==========

==========

==========

==========

==========

 

 

 

 

Consolidated Statement of Cash Flows

 

 

 

2018

2017

 

£000

£000

Cash flows from operating activities

 

 

Profit for the financial year

5,953

2,782

 

 

 

Adjustments for:

 

 

Depreciation and amortisation

75

56

Finance income

(9)

(2)

Finance costs

5

100

Income tax expense

1,362

823

Expense recognised in respect of equity-settled share-based payments

32

-

 

------------------------

-----------------------

 

7,418

3,759

 

 

 

Movement in working capital:

 

 

Increase in trade and other receivables

(94)

(57)

(Increase)/decrease in other assets

(51)

154

Increase in trade and other payables

536

266

Increase in deferred revenue

279

312

 

------------------------

-----------------------

Cash generated from operations

8,088

4,434

 

 

 

Finance costs paid

(5)

(25)

Finance income received

9

2

Income taxes paid

(835)

(977)

 

------------------------

-----------------------

Net cash from operating activities

7,257

3,434

 

================

================

Investing activities

 

 

Purchase of property, plant and equipment

(25)

(164)

Proceeds from sale of property, plant and equipment

-

3

Purchase of intangible assets

(20)

(34)

Purchase of intangible assets arising from business combinations

-

(1,100)

Amounts advanced to related parties

-

(600)

Settlement of amounts due from related parties

-

1,694

 

------------------------

-----------------------

Net cash used in investing activities

(45)

(201)

 

================

================

Financing activities

 

 

Proceeds from issue of shares

-

2,100

Payments of share issue costs

-

(87)

Redemption of preference shares

-

(1,500)

Repayment of bank borrowings

(431)

(224)

Dividends paid to owners of the Company

(3,060)

(1,177)

Dividends paid on preference shares classed as liabilities

-

(75)

 

------------------------

-----------------------

Net cash used in financing activities

(3,491)

(963)

 

================

================

Net increase in cash and cash equivalents

3,721

2,720

Cash and cash equivalents at beginning of year

3,801

1,531

 

------------------------

-----------------------

Cash and equivalents at end of year

7,522

3,801

 

================

================

 

 

 

 

1. Basis of preparation

           

The preliminary financial information does not constitute statutory accounts for the financial years ended 31 May 2018 and 31 May 2017, but has been derived from those accounts. The accounting policies used in preparation of this preliminary announcement are in line with the 2018 annual report, with the principal accounting policies disclosed below. Statutory financial statements for the year ended 31 May 2018 will be delivered to the Registrar of Companies following the Company's annual general meeting. The auditors have reported on those accounts and their reports were unqualified, did not draw attention to any matters by way of emphasis, and did not contain a statement under 498(2) or 498(3) of the Companies Act 2006

 

Basis of Accounting

 

The principal accounting policies applied in the preparation of the financial statements are set out below. These policies have been consistently applied to all periods presented, and in preparing an opening IFRS consolidated statement of financial position and company statement of financial position at 1 June 2015 for the purposes of transition to adopted IFRSs.

 

Basis of Consolidation

 

The Group financial statements consolidate, those of the Company and its subsidiaries (together referred to as the "Group").

 

Subsidiary undertakings acquired are included using the acquisition method of accounting. Under this method the consolidated statement of comprehensive income, consolidated statement of financial position and consolidated statement of cash flows included the results and cash flows of subsidiaries from the date of acquisition and to the date of sale outside the Group in the case of disposals of subsidiaries.

Where the company has control over an investee, 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.

 

New standards, amendments to and interpretations to published standards not yet effective

 

There were no new standards, interpretations or amendments effective that had a significant effect on the Group's financial statements.

 

As at 31 May 2018, the following Standards and Interpretations which have not been applied in this financial information were in issue but not yet effective (and in some cases had not yet been adopted by the EU):

IFRS 9, Financial instruments

IFRS 15, Revenue from contracts with customers

IFRS 16, Leases

Clarifications to IFRS 15 revenue from Contracts with Customers

Classification and Measurement of Share-based Payment Transactions (Amendments to IFRS 2)

Annual Improvements to IFRSs (2014-2016 Cycle)

 

The Directors are currently considering the potential impact of adoption of these standards and interpretations in future periods on the consolidated financial statements of the Group.

 

In respect of the above, the Directors have undertaken a review of the requirements of IFRS 15, which will become effective for the 31 May 2019 year end. In particular an appropriate assessment has been carried out and is ongoing around specific elements within the standard guidance relating to recognition of revenue at a point in time versus over time, client payments received in advance of services being performed, and contingent pricing. The current revenue recognition policy in respect of non-contingent fees reflects the delivery of services over time, which the Directors believe meets the requirements of IFRS 15 when adopted. In particular, the services provided by the Company in return for payment of the non-contingent fee are not sold separately, and the customer only benefits from the performance of the services as a whole given how interconnected the services are. In the opinion of the Directors the services are considered to be a single performance obligation. In respect of transaction fees, on the basis the obligation is not fulfilled, and the Group has no enforceable right to payment until the date of completion of the transaction, the Directors consider the current policy will similarly not change on transition to IFRS 15, however the Directors are still considering options for transition.

 

Similarly, the Directors have reviewed the impact of IFRS 16 which will become effective for the 31 May 2020 year end. Were IFRS 16 effective for the current year end, a lease asset and liability of £0.8m would be recognised on the balance sheet at 31 May 2018 in respect of operating leases committed to. Annual lease costs would no longer be incurred, replaced by interest costs on the lease liability and depreciation costs on the lease asset.

 

Given that the trade payables (all settled within credit terms) and trade receivables (only recognised with certainty of outcome and settled by return) and cash (all deposited within UK clearing banks) are the only material financial instruments, the Directors do not believe there will be a material impact from IFRS 9 which will become effective for the 31 May 2019 year end.

 

Going Concern

 

            The financial statements have been prepared on the basis that the Group will continue as a going concern.

 

After making enquiries, the Directors consider that the Group has adequate resources and committed borrowing facilities to continue in operational existence for the foreseeable future. Consequently, they have adopted the going concern basis in preparing the financial statements.

 

Revenue Recognition

 

Revenue comprises revenue recognised by the Group in respect of services supplied during the year, exclusive of Value Added Tax.

 

Revenue from a contingent fee is measured by reference to the stage of completion of the service transaction at the end of the reporting period provided that the outcome can be reliably estimated. When the outcome cannot be reliably estimated, revenue is recognised only to the extent that expenses recognised are recoverable. Further detail on revenue recognition policies is provided in the critical accounting estimates section in note 4 to the financial statements.

 

Employee benefits

 

i     Short-term benefits

                        Wages, salaries, paid annual leave and sick leave, bonuses and non-monetary benefits are accrued in the period in which the associated services are rendered by employees of the Group.

 

ii     Defined Contribution plans

The Group operates a defined contribution pension scheme for employees. The assets of the scheme are held separately from those of the Group. The annual contributions are charged to the Statement of Comprehensive Income. The Group also contributes to the personal pension plans of the Directors at the Group's discretion.

 

            Operating Profit

           

Operating profit is stated after all expenses, including those considered to be exceptional, but before finance income or expenses. Distribution costs relate to marketing expenses. All other operational costs are classified as administrative expenses.

 

            EBITDA

 

EBITDA is utilised as a key performance indication for the Group and is calculated utilising profit before tax, adjusted for finance income and costs, amortisation and depreciation on non-current assets. It is also adjusted for AIM listing fees incurred in the year ended 31 May 2018.

 

 

2. Revenue

           

The Group's revenue arises from the provision of services in fulfilling the principal activities. An analysis of revenue by subsidiary company is shown below:

 

 

2018

2017

 

£000

£000

KBS Corporate Sales Limited

8,319

5,816

KBS Corporate Finance Limited

6,589

3,732

Knightsbridge Business Sales Limited

1,577

1,268

 

------------------------

-----------------------

 

16,485

10,816

 

================

================



 

A further breakdown of revenue by type is shown below:

 

 

2018

2017

 

£000

£000

Non-contingent fees

6,965

5,056

 

------------------------

-----------------------

Transaction fees

9,520

5,760

 

------------------------

-----------------------

 

16,485

10,816

 

================

================

 

 

 

 

 

 

 

 

 

3. Operating Profit

           

Operating profit or loss is stated after charging:

 

 

2018

2017

 

£000

£000

Amortisation of intangibles - website costs

6

9

Depreciation of owned assets

69

47

Auditor remuneration

30

143

Equity - settled share based payments expenses

32

-

Operating lease charge

192

124

 

================

================

 

 

 

 

 

 

 

 

 

4. Employee Benefit Expense

 

The average number of persons employed by the Group during the year, including the directors, amounted to:

                       

 

2018

2017

 

No.

No.

Management

9

8

Sales

57

41

Marketing/Administration

55

46

 

------------------------

-----------------------

 

121

95

 

================

================

 

 

 

 

 

 

 

 

           

The aggregate payroll costs incurred during the year by the Group, relating to the above, were:

 

 

2018

2017

 

No.

No.

Wages and salaries

5,907

3,321

Share-based payments

32

-

Social security costs

670

291

Other pension costs

24

14

 

------------------------

-----------------------

 

6,633

3,626

 

================

================

 

 

 

 

 

 

 

 

 

 

5. Exceptional Items

 

 

Group

Company

 

2018

2017

2018

2017

 

£000

£000

£000

£000

AIM listing fees

-

704

-

704

 

================

================

================

================

 

           

 

 

 

 

Exceptional items incurred in 2017 were in relation to costs of converting the Company from a Limited Company to a PLC and the subsequent admission of the Company to trading on AIM during the year. Total costs incurred were £791,000, with £87,000 charged to share premium as being directly related to newly issued shares listed.

 

 

6. Earnings per share

 

 

Basic earnings per share amounts are calculated by dividing the profit for the year attributable to equity holders of the Company by the weighted average number of ordinary shares outstanding during the period.

 

Diluted earnings per share are calculated by dividing the profit attributable to ordinary equity holders of the Company by the weighted average number of ordinary shares outstanding during the year plus the weighted average number of ordinary shares that would have been issued on the conversion of all dilutive potential ordinary shares into ordinary shares at the start of the year, or, if later, the date of issue.

 

The following reflects the income and share data used in the basic and diluted earnings per share computations:

 

 

2018

2017

 

£000

£000

Net profit attributable to equity holders of the Company

5,953

2,782

Initial weighted average of ordinary shares

42,210,526

10,305,651

Basic earnings per share

14.10p

26.99p

 

 

 

 

 

 

 

The weighted average number of ordinary shares for the purposes of diluted earnings per share reconciles to the weighted average number of shares used in the calculation of basic earnings per share as follows:-

 

 

2018

2017

 

£000

£000

Weighted average number of ordinary shares used in the calculation of basic earnings per share

42,210,526

10,305,651

Dilutive effects of share options

595,501

-

 

------------------------

-----------------------

Dilutive weighted average number of ordinary shares

42,806,027

10,306,651

 

================

================

Diluted earnings per share

13.91p

26.99p

 

 

 

 

 

 

 

 

 

 

7. Deferred Revenue

 

 

Group

Company

 

2018

2017

2018

2017

 

£000

£000

£000

£000

Arising from client contracts

1,416

1,137

-

704

 

================

================

================

================

 

 

 

 

 

 

The deferred revenue arises from the non-contingent contracts provided to certain customers in respect of providing business marketing and research to these clients. Revenue is recognised and deferred in accordance with services provided within contract terms.

 

 

Related Party Transactions

 

Each of Anthony Ford, John Rigby, Andrew Melbourne, Ian Mattioli, Stuart Lees, Simon Daniels and Matthew Clancy (the "Locked-in Shareholders") entered into lock-in undertakings with the Company and finnCap on 5 April 2017, as summarised in the Admission Document dated 6 April 2017 (the "Lock-in Agreements").

 

On 27 September 2017 (i) finnCap, (ii) certain of the Locked-in Shareholders and (iii) the independent Directors on behalf of the Company agreed that in order to satisfy strong institutional demand certain of the locked-in parties would be allowed to sell shares held by them. This was documented by way of an addendum to the original Lock-in Agreements in the cases of John Rigby, Andrew Melbourne, Simon Daniels and Matthew Clancy, where their respective lock-in periods were also extended.

 

The Board notes that the Lock-in Agreements are each capable of being modified, waived or cancelled in the event each of the parties to the respective Lock-in Agreement are in agreement it is in the best interests of maintaining an orderly market, subject to the approval of the Company's broker at that time and that, as in the case of the variation in September 2017, any such decision on the part of the Company would be reserved to the independent Directors. The other limited circumstances where the Lock-in Agreements are capable of being modified, waived or cancelled are:

 

a) the acceptance of a general offer for the whole of the ordinary share capital of the Company (other than any ordinary share capital held by the offeror or any person acting in concert with the offeror); or

b) the execution of an irrevocable commitment to accept a general offer for the whole of the ordinary share capital of the Company (other than any ordinary share capital held by the offeror or any person acting in concert with the offeror); or

c) a disposal made pursuant to an intervening court order; or

d) a disposal of Ordinary Shares following the Director's death to his executors or administrators or (whether by testamentary disposition or on intestacy) to the beneficiaries of his estate; or

e) (subject to certain restrictions) a transfer of Ordinary Shares to a member of his family (as defined in Section 253 of the Companies Act 2006) or to the trustees of any trust the sole beneficiaries of which are himself and/or members of his family; or

f) (subject to certain restrictions) a transfer of Ordinary Shares made solely as a result of a change in the identity of the trustees of any such trust as is referred to in sub-paragraph (e) above to the new or continuing trustees thereof; or

g) a disposal made pursuant to any scheme of reconstruction under section 110 of the Insolvency Act 1986 in relation to the Company; or

h) a disposal made pursuant to a compromise or arrangement under Part 26 of the Companies Act 2006 between the Company and its members which is agreed to by the members and sanctioned by the court; or

i) an acceptance of an offer by the Company to purchase its own shares which is made on identical terms to all holders of Ordinary Shares and otherwise complies with all applicable legal and regulatory requirements.

 

 

Annual Report

 

The annual report will be mailed to shareholders and made available on our website on or around 11 September 2018. Copies will be made available after that date from: The Secretary, KBS House, 5 Springfield Court, Summerfield Road, Bolton, BL3 2NT.

 

 

Annual General Meeting

 

It is our intention to hold the Annual General Meeting (AGM) on Friday 26 October at 11.00am at the offices of TLT LLP, 3 Hardman Square, Spinningfields, Manchester, M3 3EB.

 

Copies of the announcement can be found on the Investor Relations section of the Company's website: www.k3capitalgroupplc.com

 

 

 

 

 

 

 


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