TIDMACH

RNS Number : 7960K

ACHP PLC

13 April 2018

ACHP plc

13 April 2018

ACHP plc

2017 Audited Full Year Results

ACHP plc (the "Company" or "ACHP") today announces audited results for the year ended 31 December 2017.

The Company is listed on the AIM market and owns 33% of the voting shares and 30% of the economic rights in Asta Capital Limited ("Asta"), one of the best performing service providers in the Lloyd's market. After the period end date, the Company repaid most of its borrowings and now has only GBP1.6 million of debt remaining.

The Company was formerly known as Pro Global Insurance Solutions plc and was renamed ACHP plc on 30 June 2017. On 22 December 2016, the Company announced that it had conditionally agreed to sell the shares in its subsidiaries operating its outsourcing and consulting business to Pro Global Holdings Limited. Following the approval of shareholders and receipt of all required regulatory approvals, the sale was completed on 30 June 2017. The final consideration was GBP7.0 million comprising an initial headline consideration of GBP8.3 million less GBP1.3 million contractual closing adjustments. GBP6.6 million from the funds received were used to fully repay the loan from Natixis on 3 July 2017.

Enquiries:

 
 Tim Carroll, Chairman, ACHP 
  plc                               020 7068 8123 
 James Britton, Peel Hunt LLP 
  (nominated adviser and broker)    020 7418 8900 
 

STRATEGIC REPORT

 
The Directors present their Strategic Report for ACHP plc 
 ("the Company") for the year ended 31 December 2017. 
 Principal activity and review of business 
 The Company is listed on the AIM market and owns 33% of 
 the voting shares and 30% of the economic rights in Asta 
 Capital Limited ("Asta"), Asta is one of the best performing 
 third party managing agency service providers in the Lloyd's 
 market. 
 The Company was formerly known as Pro Global Insurance 
 Solutions plc and was renamed ACHP plc on 30 June 2017. 
 On 22 December 2016, the Company announced that it had 
 conditionally agreed to sell the shares in its subsidiaries 
 operating its outsourcing and consulting business to Pro 
 Global Holdings Limited. Following the approval of shareholders 
 and receipt of all required regulatory approvals, the sale 
 was completed on 30 June 2017. The final consideration 
 was GBP7.0 million comprising an initial headline consideration 
 of GBP8.3 million less GBP1.3 million contractual closing 
 adjustments. GBP6.6 million from the funds received were 
 used to fully repay the loan from Natixis on 3 July 2017. 
 Change in accounting framework 
 Following the sale of the Company's subsidiaries, the Company 
 is no longer required to prepare consolidated group accounts 
 and therefore the financial information presented in the 
 accounts as at 31 December 2017 and the comparative information 
 for 2016 relates to ACHP plc as a single company. 
 Previously the financial statements were prepared in accordance 
 with International Accounting Standards ("IAS"). This year 
 the Directors voluntarily elected to apply United Kingdom 
 Accounting Standards (United Kingdom Generally Accepted 
 Accounting Practice "UK GAAP") including FRS 102, as the 
 Directors are of the opinion that these accounting standards 
 present the financial performance and position of the Company 
 in the most meaningful way. 
 Development and financial performance during the year 
 The principal key performance indicators for the Company 
 are: 
  *    Changes in the valuation of the investment in Asta; 
 
 
  *    Results of operating activities during the period 
       comprising dividends received from the investment in 
       Asta less expenses incurred in operating the Company; 
 
 
  *    Changes in cash and cash equivalents; and 
 
 
  *    Changes in borrowings. 
 
 
 Operating loss from operations before finance costs for 
 the year to 31 December 2017 was GBP(0.3) million (2016: 
 GBP(1.3) million) and finance costs comprising interest 
 payable on borrowings were GBP(0.3) million (2016: GBP(0.5) 
 million). The loss recognised in these financial statements 
 from the sale of the Company's subsidiaries was GBP(0.5) 
 million (2016: GBP(2.1) million) comprising agreed adjustments 
 to the sale's price and other costs relating to the sale. 
 Total loss for the period was GBP(1.2) million (2016: GBP(3.3) 
 million). 
 The proceeds from the sale of subsidiaries and the redemption 
 of the preference shares held in Asta have enabled the 
 Company to reduce its borrowings from GBP9.0 million to 
 GBP1.6 million. 
 As a consequence of the transactions listed above, cash 
 and cash equivalents have increased by GBP0.3 million to 
 GBP0.4 million. 
 Financial position at the reporting date 
 The investment in Asta is valued at the end of 2017 at 
 GBP18.0 million compared to GBP19.6 million, being the 
 restated balance at the end of 2016 due to the change in 
 accounting framework. This change of GBP1.6 million is 
 primarily due to the redemption of the preference shares 
 held in Asta 
 Borrowings from the Company's bank and parent company have 
 reduced to GBP1.6 million; cash held has increased to GBP0.4 
 million; other net current assets have increased to GBP0.7 
 million. 
 Net assets are GBP17.0 million compared to GBP17.7 million 
 as at the end of 2016. 
 

STATEMENT OF COMPREHENSIVE INCOME

For the year ended 31 December 2017

 
                                                     31 Dec      31 Dec 
                                                       2017        2016 
                                          Notes    GBP000's    GBP000's 
---------------------------------------  ------  ----------  ---------- 
 
 Income from investment in associated 
  undertaking                               4           822         208 
 Administrative expenses                            (1,167)     (1,476) 
 Results of operating activities                      (345)     (1,268) 
 
 Loss on disposal/impairment of 
  subsidiary undertakings                   3         (525)     (2,072) 
 Interest payable and similar expenses      5         (299)       (511) 
---------------------------------------  ------  ----------  ---------- 
 Loss on ordinary activities before 
  taxation                                  6       (1,169)     (3,851) 
 
 Taxation                                  10             -         543 
---------------------------------------  ------  ----------  ---------- 
 Loss for the year                                  (1,169)     (3,308) 
---------------------------------------  ------  ----------  ---------- 
 
 
 Earnings per share                   11 
 Basic: Ordinary shares (pence per 
  share)                                   (1.01)   (2.91) 
 Diluted: Ordinary shares (pence 
  per share)                               (1.01)   (2.91) 
-----------------------------------  ---  -------  ------- 
 

STATEMENT OF FINANCIAL POSITION

As at 31 December 2017

 
                                                       31 Dec      31 Dec 
                                                         2017        2016 
                                            Notes    GBP000's    GBP000's 
-----------------------------------------  ------  ----------  ---------- 
 
 Fixed assets 
   Investment in subsidiary undertakings      3             -       8,300 
   Investment in associated undertaking      12        17,964      19,621 
-----------------------------------------  ------ 
                                                       17,964      27,921 
                                                   ----------  ---------- 
 Current assets 
   Debtors - amounts falling due within 
    one year                                  13          467          75 
   Cash and cash equivalents                              396          83 
-----------------------------------------  ------ 
                                                          863         158 
                                                   ----------  ---------- 
 Current liabilities 
   Creditors - amounts falling due 
    within one year                          14         (148)     (3,886) 
-----------------------------------------  ------  ----------  ---------- 
 
 Net current assets                                       715     (3,728) 
-----------------------------------------  ------  ----------  ---------- 
 
 Total assets less current liabilities                 18,679      24,193 
-----------------------------------------  ------  ----------  ---------- 
 
 Creditors - amounts falling due 
  after one year                             14       (1,645)     (6,511) 
-----------------------------------------  ------  ----------  ---------- 
 
 Net assets                                            17,034      17,682 
-----------------------------------------  ------  ----------  ---------- 
 
 Capital and reserves 
   Called up share capital                    15        2,362       2,280 
   Revaluation reserve                                 14,376      14,376 
   Other reserves                                         256       3,072 
   Profit and loss account                                 40     (2,046) 
-----------------------------------------  ------ 
 Total shareholders' funds                             17,034      17,682 
-----------------------------------------  ------  ----------  ---------- 
 

The financial statements of ACHP plc (Company number: 4200676) were approved by the Board of Directors and authorised for issue on 9 April 2018 and were signed on its behalf on 12 April 2018 by:

Gilles Erulin

Chief Executive Officer

STATEMENT OF CHANGES IN EQUITY

As at 31 December 2017

 
                                                              Other reserves 
                                   ----------------------------------------- 
                                         Share 
        Called                           based                                      Profit 
            up                        payments         Capital         Total           and 
         share     Reval-uation        ("SBP")     redemp-tion         other          loss 
       capital          reserve        reserve         reserve     res-erves       account        Total 
      GBP000's         GBP000's       GBP000's        GBP000's      GBP000's      GBP000's     GBP000's 
    ----------    -------------    -----------  --------------  ------------    ----------    --------- 
 
 
 Balance at 1 January 
  2016, as previously 
  stated                    2,264        -     2,691   256     2,947   (1,683)     3,528 
 Changes on transition 
  to FRS 102                    -   14,376         -     -         -     2,945    17,321 
 
 Loss for the year              -        -         -     -         -   (3,308)   (3,308) 
 Total comprehensive 
  losses for the year           -        -         -     -         -   (3,308)   (3,308) 
-------------------------  ------  -------  --------  ----  --------  --------  -------- 
 
 Issue of share capital        16                  -     -         -         -        16 
 Credit to equity for 
  equity settled SBP            -        -       125     -       125         -       125 
 Balance at 31 December 
  2016                      2,280   14,376     2,816   256     3,072   (2,046)    17,682 
-------------------------  ------  -------  --------  ----  --------  --------  -------- 
 
 Balance at 1 January 
  2017 (restated)           2,280   14,376     2,816   256     3,072   (2,046)    17,682 
 
 Loss for the year              -        -         -     -         -   (1,169)   (1,169) 
 Total comprehensive 
  losses for the year           -        -         -     -         -   (1,169)   (1,169) 
-------------------------  ------  -------  --------  ----  --------  --------  -------- 
 
 Issue of share capital        82        -      (45)     -      (45)         -        37 
 Credit to equity for 
  equity settled SBP            -        -       484     -       484         -       484 
 Transfer of lapsed 
  and issued equity 
  settled SBP                   -        -   (3,255)     -   (3,255)     3,255         - 
 Balance at 31 December 
  2017                      2,362   14,376         -   256       256        40    17,034 
-------------------------  ------  -------  --------  ----  --------  --------  -------- 
 

Share-based payments reserve: The Company operated share schemes providing for the grant of awards over ordinary shares. Awards were recorded in this reserve.

Capital redemption reserve: The nominal value of share capital cancelled is recorded in this reserve.

The profit and loss account reserve represents cumulative profits or losses, net of dividends paid and other adjustments.

STATEMENT OF CASH FLOWS

For the year ended 31 December 2017

 
                                                        31 Dec      31 Dec 
                                                          2017        2016 
                                              Note    GBP000's    GBP000's 
-------------------------------------------  -----  ----------  ---------- 
 
 Net cash from operating activities            16        (730)       (994) 
 Taxation received                                           -         543 
-------------------------------------------  -----  ----------  ---------- 
 Net cash used in operating activities                   (730)       (451) 
-------------------------------------------  -----  ----------  ---------- 
 
 Cash flow from investing activities 
 Disposal of subsidiary undertakings                     6,963           - 
 Purchase of further shares in associate 
  undertaking                                            (643)           - 
 Receipts from redemption of associated 
  undertakings preference shares                         2,300       1,700 
 Dividends received from associated 
  undertaking                                              822         208 
-------------------------------------------  -----  ----------  ---------- 
 Net cash generated from investing 
  activities                                             9,442       1,908 
-------------------------------------------  -----  ----------  ---------- 
 
 Cash flow from financing activities 
 Proceeds on issue of shares                                37          16 
 Repayment of borrowings                               (8,130)     (1,175) 
 Interest paid                                           (304)       (511) 
-------------------------------------------  -----  ----------  ---------- 
 Net cash used in financing activities                 (8,397)     (1,670) 
-------------------------------------------  -----  ----------  ---------- 
 
 Net increase in cash and cash equivalents                 315       (213) 
 Cash and cash equivalents at the 
  beginning of the year                                     83         296 
 Exchange gains on cash and cash 
  equivalents                                              (2)           - 
 Cash and cash equivalents at the 
  end of the year                                          396          83 
-------------------------------------------  -----  ----------  ---------- 
 

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 31 December 2017

Significant accounting policies

 
The principal accounting policies are summarised below. 
 The accounting policies have all been applied consistently 
 throughout the year and the preceding year in dealing with 
 items which are considered material in relation to the 
 Company's financial statements. 
 General information and basis of accounting 
 ACHP plc is a Company incorporated in the United Kingdom 
 under the Companies Act. The address of the registered 
 office is given on page 4. The nature of the Company's 
 operations and its principal activities are set out in 
 the Strategic Report on page 1. 
 The financial statements have been prepared under the historical 
 cost convention, modified to include certain items at fair 
 value, and are in accordance with applicable law and United 
 Kingdom Accounting Standards (United Kingdom Generally 
 Accepted Accounting Practice "UK GAAP"), Financial Reporting 
 Standard (FRS 102) issued by the Financial Reporting Council. 
 In 2016 the Company presented, in its consolidated financial 
 statements, results from the sale of subsidiary undertakings 
 as discontinued operations. In 2017 the Company is only 
 presenting standalone Company financial statements, and 
 as a holding company, the holding, and subsequent sale, 
 of investments is considered part of its normal operations. 
 As such the loss on sale of subsidiary undertakings has 
 been presented within continuing operations in the Company 
 only financial statements. 
 The prior year's financial statements were prepared in 
 accordance with International Accounting Standards (IAS). 
 The Directors voluntarily changed the accounting framework 
 to United Kingdom Accounting Standards UK GAAP in the current 
 year. The prior year financial statements were restated 
 for material adjustments on adoption of FRS 102 in the 
 current year. For more information see note 21. 
 ACHP plc meets the definition of a qualifying entity under 
 FRS 102 and has therefore taken advantage of the disclosure 
 exemptions available to it in respect of its financial 
 statements. Exemptions have been taken in relation to financial 
 instruments and remuneration of key management personnel. 
 Segment reporting 
 As the Company currently has no identified reportable segments 
 no segmental analysis has been prepared. 
 Going concern 
 The Company's activities, together with the factors likely 
 to affect its future development, performance and position 
 are set out in the Strategic Report. The Strategic Report 
 also details: the financial position of the Company; its 
 cash flows and liquidity position. In addition, the section 
 on principal risks and uncertainties includes an analysis 
 of the risks the Company faces and its policies for mitigating 
 those risks. 
 After making enquiries, the Directors have a reasonable 
 expectation that the Company has adequate resources to 
 continue in operational existence for the foreseeable future. 
 Accordingly, the Directors continue to adopt the going 
 concern basis in preparing the annual report and accounts. 
 There are no subsequent events to suggest any going concern 
 issues. 
 Foreign currencies 
 The Company's functional currency is pound sterling, as 
 this is the currency of the primary economic environment 
 in which the entity operates. 
 The financial statements are presented in pound sterling 
 and rounded to the nearest thousand. 
 Transactions in foreign currencies are initially recorded 
 using the rates of exchange ruling at the date the transaction 
 occurs. Foreign exchange gains and losses resulting from 
 the settlement of such transactions are recognised in the 
 income statement. 
 Monetary assets and liabilities denominated in foreign 
 currencies at the period end date are translated using 
 the rates of exchange prevailing at the period end date. 
 Any gains or losses arising on translation are included 
 in the income statement. 
 Revenue recognition 
 Dividend income 
 Dividend income from investments is recognised when the 
 shareholders' rights to receive payment have been established. 
 Dividend income is shown as investment return in the income 
 statement. 
 
 
Employee benefits 
 Share-based payments 
 The Company issues equity-settled share-based payments 
 to certain employees. Equity-settled share-based payments 
 are measured at fair value (excluding the effect of non-market-based 
 vesting conditions) at the date of grant. The fair value 
 determined at the grant date of the equity-settled share-based 
 payments is expensed on a straight-line basis over the 
 vesting period, based on the Company's estimate of shares 
 that will eventually vest and adjusted for the effect of 
 non-market based vesting conditions. 
 At the end of each reporting period, the Company revises 
 its estimate of the number of equity instruments expected 
 to vest. The impact of the revision of its original estimates, 
 if any, is recognised in profit or loss such that the cumulative 
 expense reflects the revised estimate, with a corresponding 
 adjustment to the share-based payment reserve. 
 Fair value is measured by use of two stochastic valuation 
 models, namely the Monte Carlo method and the Black-Scholes 
 valuation model. The expected life used in the models has 
 been adjusted, based on management's best estimate, for 
 the effects of non-transferability, exercise restriction, 
 and behavioural considerations. 
 Taxation 
 Current tax, including UK corporation tax and foreign tax, 
 is provided at amounts expected to be paid using the tax 
 rates and laws that have been enacted or substantively 
 enacted by the period end date. 
 The charge for taxation is based on the profit for the 
 period and takes into account deferred taxation. 
 Deferred taxation is provided in full on timing differences 
 between recognition of gains and losses in the financial 
 statements and the recognition for taxation purposes. Deferred 
 taxation liabilities are provided in relation to transactions 
 that have occurred by the period end date. Deferred taxation 
 assets are recognised when it is considered that the benefit 
 is more likely than not to accrue to the Company. Deferred 
 tax is measured at the average tax rates that are expected 
 to apply in the periods in which the timing differences 
 are expected to reverse, based on tax rates and tax laws 
 that have been enacted or substantively enacted by the 
 period end date. Deferred tax is measured on a non-discounted 
 basis. 
 Investment in subsidiary undertakings 
 Investments in subsidiary undertakings were stated at cost 
 less, where appropriate, provisions for impairment. 
 Investment in associated undertakings 
 Investment in associated undertakings are initially recognised 
 at the transaction price, including transaction costs. 
 The Company has elected to subsequently account for its 
 investment in associated undertakings at fair value, with 
 changes in fair value recognised in other comprehensive 
 income. 
 Fair value measurement 
 The best evidence of fair value is a quoted price for an 
 identical asset in an active market. When quoted prices 
 are unavailable, the price of a recent transaction for 
 an identical asset provides evidence of fair value as long 
 as there has not been a significant change in economic 
 circumstances or a significant lapse of time since the 
 transaction took place. If the market is not active and 
 recent transactions of an identical asset on their own 
 are not a good estimate of fair value, the fair value is 
 estimated by using a valuation technique. 
 Financial instruments 
 Financial assets and financial liabilities are recognised 
 when the Company becomes a party to the contractual provisions 
 of the instrument. 
 Financial liabilities and equity instruments are classified 
 according to the substance of the contractual arrangements 
 entered into. 
 The Company has chosen to apply the provisions of both 
 Section 11 and Section 12, of FRS 102, in full to account 
 for all of its financial instruments. 
 Financial assets and liabilities 
 Basic financial assets, include loans and receivables and 
 cash and cash equivalents. Basic financial liabilities, 
 include borrowings and other liabilities. 
 Financial assets and liabilities are initially measured 
 at the transaction price including transaction costs, unless 
 the arrangement constitutes a financing transaction. If 
 an arrangement constitutes a financing transaction, the 
 transaction is measured at the present value of the future 
 receipts / payments discounted at a market rate of interest 
 for a similar debt instrument. 
 
 
Financial assets and liabilities that are due within one 
 year 
 Financial assets and liabilities which meet the conditions 
 of basic financial instruments that are classified as payable 
 or receivable within one year on initial recognition are 
 subsequently measured at the undiscounted amount of the 
 cash or other consideration expected to be paid or received, 
 net of impairment. Any losses arising from impairment are 
 recognised in the income statement in administrative expenses. 
 
 Financial assets and liabilities that are due after one 
 year 
 Financial assets and liabilities which meet the conditions 
 of basic financial instruments that are classified as payable 
 or receivable after one year on initial recognition are 
 subsequently measured at amortised cost using the effective 
 interest method. As the Company revises its estimates of 
 payments or receipts, the carrying amount of these financial 
 assets or financial liabilities is adjusted to reflect 
 actual and revised estimated cash flows. The Company recalculates 
 the carrying amount by computing the present value of estimated 
 future cash flows at the financial instrument's original 
 effective interest rate. The resulting adjustment is recognised 
 as income or expense in the income statement at the date 
 of the revision. 
 Derecognition of financial assets and liabilities 
 Financial assets are derecognised when and only when the 
 contractual rights to the cash flows from the financial 
 asset expire or are settled, the Company transfers to another 
 party substantially all of the risks and rewards of ownership 
 of the financial asset, or the Company, despite having 
 retained some, but not all, significant risks and rewards 
 of ownership, has transferred control of the asset to another 
 party. 
 Financial liabilities are derecognised only when the obligation 
 specified in the contract is discharged, cancelled or expires. 
 Impairment of assets 
 Assets are assessed for indicators of impairment at each 
 period end date. If there is objective evidence of impairment, 
 an impairment loss is recognised in the income statement 
 as described below. 
 Financial assets 
 
 For financial assets carried at amortised cost, the amount 
 of an impairment is the difference between the asset's 
 carrying amount and the present value of estimated future 
 cash flows, discounted at the financial asset's original 
 effective interest rate. 
 For financial assets carried at cost less impairment, the 
 impairment loss is the difference between the asset's carrying 
 amount and the best estimate of the amount that would be 
 received for the asset if it were to be sold at the reporting 
 date. 
 Where indicators exist for a decrease in impairment loss, 
 and the decrease can be related objectively to an event 
 occurring after the impairment was recognised, the prior 
 impairment loss is tested to determine reversal. An impairment 
 loss is reversed on an individual impaired financial asset 
 to the extent that the revised recoverable value does not 
 lead to a revised carrying amount higher than the carrying 
 value had no impairment been recognised. 
 Provisions 
 Provisions are recognised when the Company has a present 
 legal or constructive obligation as a result of a past 
 event, and it is more likely than not that an outflow of 
 resources will be required to settle the obligation and 
 the amount can be reliably estimated. The amount recognised 
 as a provision is the best estimate of the expenditure 
 required to settle the present obligation at the balance 
 sheet date that is the amount that the entity would rationally 
 pay to settle the obligation at the balance sheet date 
 or to transfer it to a third party. 
 

Critical accounting judgements and key sources of estimation uncertainty

In the application of the Company's accounting policies, which are described in note 1, the Directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

Key sources of estimation uncertainty

The key assumptions concerning the future, and other key sources of estimation uncertainty at the balance sheet date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are discussed below.

Valuation of investment in associated undertaking

Determining the fair value of the Company's investment in its associated undertaking requires estimation. As the investment is not quoted in an active market and the price of a recent transaction for an identical asset is unavailable; the Company is required to estimate the fair value by means of a valuation technique. The valuation technique is to estimate what the transaction price would have been on the measurement date in an arm's length exchange motivated by normal business considerations.

The valuation applies judgement and makes assumptions when determining what maintainable annual profits are reasonably expected to be should the associated undertaking operate at its current size and capacity, without making any allowances for risk or growth.

Judgement and assumptions are similarly made when deciding what multiples to apply to the maintainable profits. The multiples should reflect the combination of the growth prospects of the business and the inherent risks of the industry as a whole and the Company in particular. The Company's applied multiples were agreed by the Directors and reflect Asta's risk and growth prospects.

.

Sale of subsidiary undertakings

The Company announced the sale of all its subsidiary undertakings to Pro Global Holdings Limited on 22 December 2016. Following regulatory approval, the sale completed on 30 June 2017. Details of the subsidiary undertakings wholly disposed of are below:

 
 Subsidiary undertakings disposed                                           Portion of ownership held and disposed 
----------------------------------------------------------------------    ---------------------------------------- 
 C.I.R.A.S Limited                                                                                         100.00% 
 Chiltington Holdings Limited *                                                                            100.00% 
 Chiltington Internacional S.A de CV                                                                        85.00% 
 Chiltington International Holding GmbH *                                                                  100.00% 
 Chiltington International Inc                                                                             100.00% 
 Chiltington International Limited                                                                         100.00% 
 Hermes People Limited                                                                                     100.00% 
 P.I.R Holder S.L. (formerly Chiltington Internacional S.L.)                                               100.00% 
 Pro Claims Solutions GMBH                                                                                 100.00% 
 PRO Insurance Solutions Limited *                                                                         100.00% 
 Pro Insurance Solutions S.A. (formerly Chiltington Internacional S.A.)                                     98.00% 
 Pro Insurance Solutions GmbH                                                                              100.00% 
 PRO IS, Inc *                                                                                             100.00% 
 Pro US Holdings, Inc *                                                                                    100.00% 
 Professional Resources Limited                                                                            100.00% 
 Professional Resources SA                                                                                  85.00% 
 STRIPE Global Services Limited *                                                                          100.00% 
 Tasca Consulting Limited                                                                                  100.00% 
------------------------------------------------------------------------  ---------------------------------------- 
 

* Held directly by ACHP plc

The assets disposed of and the related sale proceeds were as follows:

 
                                               30 Jun 
                                                 2017 
                                             GBP000's 
---------------------------------------    ---------- 
 Investment in subsidiary undertakings 
  disposed                                      8,300 
 Loss on disposal of operations               (1,337) 
-----------------------------------------  ---------- 
 Sale proceeds                                  6,963 
 Satisfied by: 
   Cash and cash equivalents                    6,963 
-----------------------------------------  ---------- 
 

The consideration was settled in cash by the purchaser on 30 June 2017. The loss on disposal/impairment of subsidiary undertakings is:

 
                                                   31 Dec      31 Dec 
                                                     2017        2016 
                                                 GBP000's    GBP000's 
---------------------------------------------  ----------  ---------- 
 Impairment of investment in subsidiary 
  undertakings                                          -     (2,072) 
 Loss on disposal of operations                   (1,337)           - 
 Intercompany write-backs and costs directly 
  related to the sale                                 812           - 
 Loss on disposal/impairment of subsidiary 
  undertakings                                      (525)     (2,072) 
---------------------------------------------  ----------  ---------- 
 

Income from investment in associated undertaking

 
                                                  31 Dec      31 Dec 
                                                    2017        2016 
                                                GBP000's    GBP000's 
------------------------------------------    ----------  ---------- 
 Ordinary share dividends received 
  from associated undertaking                        714           - 
 Preference share dividends received 
  from associated undertaking                        108         208 
 Total income from interest in associated 
  undertaking                                        822         208 
--------------------------------------------  ----------  ---------- 
 

Interest payable and similar expenses

 
                                              31 Dec      31 Dec 
                                                2017        2016 
                                            GBP000's    GBP000's 
--------------------------------------    ----------  ---------- 
 Interest payable on bank borrowings           (164)       (379) 
 Interest payable on other borrowings           (91)       (108) 
 Commitment fee payable on other 
  borrowings                                    (44)        (24) 
----------------------------------------  ----------  ---------- 
 Total finance costs                           (299)       (511) 
----------------------------------------  ----------  ---------- 
 

Loss on ordinary activities before taxation

Loss on ordinary activities before taxation is stated after charging/(crediting):

 
                                     31 Dec      31 Dec 
                                       2017        2016 
                                   GBP000's    GBP000's 
-----------------------------    ----------  ---------- 
 Net foreign exchange losses          (153)       (265) 
 Share-based payments                 (484)       (125) 
-------------------------------  ----------  ---------- 
 

Auditor's remuneration

An analysis of auditor's remuneration is as follows:

 
                                                31 Dec      31 Dec 
                                                  2017        2016 
                                              GBP000's    GBP000's 
 ----------------------------------------   ----------  ---------- 
 Fees payable to the Company's auditor 
 for the audit of the Company's annual 
 accounts                                           30          40 
 Fees payable to the Company's auditor 
  for audit related assurance services              22          20 
-----------------------------------------   ----------  ---------- 
 Total auditor's remuneration                       52          60 
-----------------------------------------   ----------  ---------- 
 

There were no non-audit services provided to the Company.

Staff numbers and costs

The average monthly number of employees including Executive Directors was:

 
                                   31 Dec    31 Dec 
                                     2017      2016 
-----------------------------    --------  -------- 
 Executive and management             1.4       6.0 
 Other                                  -         - 
 Average number of employees          1.4       6.0 
-------------------------------  --------  -------- 
 

Their aggregate remuneration comprised:

 
                                       31 Dec      31 Dec 
                                         2017        2016 
                                     GBP000's    GBP000's 
-------------------------------    ----------  ---------- 
 Salaries                                 548         254 
 Social security costs                     10          64 
 Pension costs                              -           - 
 Redundancy payments                      206           - 
 Total employees' remuneration            764         318 
---------------------------------  ----------  ---------- 
 

Included in salaries is a share-based payments expense of GBP484k (2016: GBP125k) which arose from transactions accounted for as equity settled share-based payment transactions.

Directors' remuneration and transactions

 
                                          31 Dec      31 Dec 
                                            2017        2016 
                                        GBP000's    GBP000's 
----------------------------------    ----------  ---------- 
 Directors' remuneration: 
 Emoluments                                  150         544 
 Company contributions to pension 
  schemes                                      -          34 
 Share-based payments                        365          75 
                                             515         653 
                                      ----------  ---------- 
 

Two Directors were awarded shares during the year (2016: one). Two Directors exercised share options during the year (2016: none).

Retirement benefits are accruing to no Directors under the Company's defined contribution pension scheme (2016: two).

 
                                          31 Dec      31 Dec 
                                            2017        2016 
                                        GBP000's    GBP000's 
----------------------------------    ----------  ---------- 
 Remuneration of the highest paid 
  Director: 
 Emoluments                                   62         487 
 Company contributions to pension 
  schemes                                      -          34 
                                              62         521 
                                      ----------  ---------- 
 

The highest paid Director did not exercise any share options during the year and also received no shares under the Company's share schemes.

Taxation

 
                                                    31 Dec      31 Dec 
                                                      2017        2016 
                                                  GBP000's    GBP000's 
--------------------------------------------    ----------  ---------- 
 Current taxation on loss on ordinary 
  activities: 
 UK Corporation tax on loss for 
  the year                                               -           - 
 Group relief surrendered at non-standard 
  rates                                                  -         543 
 Total taxation                                          -         543 
----------------------------------------------  ----------  ---------- 
 
 Loss for the year                                 (1,169)     (3,851) 
 
 Taxation at standard UK corporation 
  tax rate of 19.25% (2016: 20%)                       225         770 
 
 Effects of: 
   (Income)/expenses not taxable/deductible 
    for tax purposes                                   386       (450) 
   Effect of unutilised losses                       (611)        (83) 
   Group relief recoverable at non-standard 
    rates                                                -       (237) 
   Group relief surrendered at non-standard 
    rates                                                -         543 
 UK Corporation tax on loss for 
  the year                                               -         543 
----------------------------------------------  ----------  ---------- 
 

Effective 1 April 2017 the UK corporation tax rate reduced from 20% to 19%. A further reduction in the UK corporation tax rate from 19% to 17% (effective from 1 April 2020) was substantively enacted in March 2016, and has therefore been considered when calculating deferred tax at the reporting date. Deferred tax balances at the reporting date are measured at 17% (2016: 17%).

There is an unrecognised deferred tax asset of GBP589k (2016: GBP3,324k) in respect of accumulated losses that has not been recognised, as it is not certain that the Company will be able to realise this asset by generating sufficient future taxable profits.

Earnings per share

 
                                                 31 Dec        31 Dec 
                                                   2017          2016 
                                               GBP000's      GBP000's 
---------------------------------------    ------------  ------------ 
 Earnings 
 Earnings for the purposes of basic 
  earnings per share being net loss 
  attributable to equity holders 
  of the Company                                (1,169)       (3,308) 
 
                                                 31 Dec        31 Dec 
                                                   2017          2016 
---------------------------------------    ------------  ------------ 
 Number of shares 
 Weighted average number of Ordinary 
  Shares for the purposes of basic 
  earnings per share                        115,906,970   113,637,418 
 Effect of dilutive potential Ordinary 
  Shares: Share options                               -             - 
 Weighted average number of Ordinary 
  Shares for the purposes of diluted 
  earnings per share                        115,906,970   113,637,418 
-----------------------------------------  ------------  ------------ 
 
                                                 31 Dec        31 Dec 
                                                   2017          2016 
 Basic earnings per share                      UK pence      UK pence 
---------------------------------------    ------------  ------------ 
 Basic: Ordinary Shares (pence per 
  share)                                         (1.01)        (2.91) 
 Diluted: Ordinary Shares (pence 
  per share)                                     (1.01)        (2.91) 
-----------------------------------------  ------------  ------------ 
 

Investment in associated undertaking

The Company has a 30% interest in Asta Capital Limited ("Asta"), a private company incorporated in Great Britain. The Company owns 300 GBP1 ordinary shares and 1,064 1p B shares (2016: 300 GBP1 ordinary shares and 2,299,700 GBP1 preference shares). Asta is a leading turnkey managing services company in Lloyds.

The Company previously accounted for its investment at cost, less any provisions for impairment. When the Company transitioned to FRS 102, it elected to value its investment at fair value through other comprehensive income, as explained in accounting policy note 1i.

 
                                              31 Dec                               31 Dec 
                                                2017                                 2016 
                                Carrying                Carrying 
                                   value        Cost       value                     Cost 
                                GBP000's    GBP000's    GBP000's                 GBP000's 
--------------------------    ----------  ----------  ----------  ----------------------- 
 Balance at 1 January, 
  as previously stated            19,621       2,300       4,000                    4,000 
 Change on transition 
  to FRS 102                           -           -      17,321                        - 
--------------------------    ----------  ----------  ----------  ----------------------- 
 Balance at 1 January, 
  (restated)                      19,621       2,300      21,321                    4,000 
 
 1,064 1p B shares 
  acquired                           643         643           -                        - 
 Redemption of preference 
  shares                         (2,300)     (2,300)     (1,700)                  (1,700) 
 Balance at 31 December           17,964         643      19,621                    2,300 
----------------------------  ----------  ----------  ----------  ----------------------- 
 

Asta's shares are not traded in an active market, and there is no quoted market price available. An independent valuation was carried out on 30 November 2016 which valued the Company's equity investment at GBP17,321k. For the purpose of these financial statements, this was taken as the value at 31 December 2016 and 31 December 2017.

The valuation was prepared on an earnings basis by applying multiples to adjusted maintainable earnings before interest tax, depreciation and amortisation ("EBITDA"). This basis was chosen as Asta has a history of making profits. The maintainable EBITDA is the sustainable profit figure which could reasonably be expected to be produced annually by Asta operating at its current size and capacity, without any allowances for risk or growth. The multiples used were agreed by the Directors and reflect Asta's risk and growth prospects.

On 2 August 2017 Asta redeemed its remaining preference shares realising GBP2,300k.

Debtors

 
                                                    31                                31 
                                                   Dec                               Dec 
                                                  2017                              2016 
                            Due        Due                    Due        Due 
                         within      after                 within      after 
                            one        one                    one        one 
                           year       year       Total       year       year       Total 
                       GBP000's   GBP000's    GBP000's   GBP000's   GBP000's    GBP000's 
-------------------   ---------  ---------  ----------  ---------  ---------  ---------- 
 Due from: parent 
  company                    75          -          75         75          -          75 
 Due from: related 
  parties                   338          -         338          -          -           - 
 Other debtors               54          -          54          -          -           - 
 Total debtors              467          -         467         75          -          75 
--------------------  ---------  ---------  ----------  ---------  ---------  ---------- 
 

Creditors

 
                                                               31                                31 
                                                              Dec                               Dec 
                                                             2017                              2016 
                                       Due        Due                    Due        Due 
                                    within      after                 within      after 
                                       one        one                    one        one 
                                      year       year       Total       year       year       Total 
                                  GBP000's   GBP000's    GBP000's   GBP000's   GBP000's    GBP000's 
------------------------------   ---------  ---------  ----------  ---------  ---------  ---------- 
 Bank borrowings                         -          -           -    (2,828)    (2,944)     (5,772) 
 Other borrowings 
  due to: parent 
  company                                -    (1,645)     (1,645)          -    (3,220)     (3,220) 
 Interest on borrowings                (4)          -         (4)      (388)      (347)       (735) 
 Other liabilities 
  and provisions 
   Due to: group undertakings            -          -           -      (275)          -       (275) 
   Due to: related 
    parties                           (97)          -        (97)          -          -           - 
   Accruals                           (47)          -        (47)      (395)          -       (395) 
 Total creditors                     (148)    (1,645)     (1,793)    (3,886)    (6,511)    (10,397) 
-------------------------------  ---------  ---------  ----------  ---------  ---------  ---------- 
 

Bank borrowings - The Company had a secured loan facility with Natixis Bank which was secured by the Company's investment in Asta. The rate of interest for the loan was 6 month LIBOR plus a margin of 4.5%. On 3 July 2017, this facility was fully repaid (2016: balance GBP6,432k).

Other borrowings - At 31 December 2017, an EUR8 million facility was in place for an unsecured revolving facility with the Company's ultimate parent company, Financière Pinault. With effect from 31 March 2018, the capacity of this facility was reduced to EUR1.9 million. The rate of interest for the loan is 3.5% per annum above LIBOR and the facility's final maturity date is 30 September 2019. On 31 August 2017, EUR1,981k of the outstanding balance was repaid. At 31 December 2017 the balance payable including interest was GBP1,649k (2016: GBP3,295k).

Called up share capital

 
                                                  31 Dec                    31 Dec 
                                                    2017                      2016 
                                      Number    GBP000's        Number    GBP000's 
-----------------------------   ------------  ----------  ------------  ---------- 
 Allotted and fully paid 
  ordinary shares of GBP0.02 
 Balance at 1 January            113,977,782       2,280   113,977,782       2,280 
   Settlement of share-based 
    payments                       4,146,066          82             -           - 
 Balance at 31 December          118,123,848       2,362   113,977,782       2,280 
------------------------------  ------------  ----------  ------------  ---------- 
 

The Company has one class of ordinary shares which carry no right to fixed income.

On 11 July 2017 and 6 November 2017 the Company issued 4,018,566 GBP0.02 ordinary shares and 127,500 GBP0.02 ordinary shares respectively, relating to shares vesting under certain award schemes. There are no ongoing share based payment arrangements.

Net cash from operating activities

 
                                                31 Dec      31 Dec 
                                                  2017        2016 
                                              GBP000's    GBP000's 
----------------------------------------    ----------  ---------- 
 Loss for the year                             (1,169)     (3,308) 
 Adjustments for: 
   Taxation                                          -       (543) 
   Finance costs                                   299         511 
   Income from investment in associated 
    undertaking                                  (822)       (208) 
   Effect of foreign exchange rate 
    changes                                         50         133 
   Loss on disposal/impairment of 
    subsidiary undertakings                      1,337       2,072 
   Share-based payment charge                      484         125 
------------------------------------------  ----------  ---------- 
 Operating cash flow before movements 
  in working capital                               179     (1,218) 
 
   (Increase)/decrease in debtors                (392)       2,675 
   Decrease in creditors                         (517)     (2,451) 
 Net cash from operating activities              (730)       (994) 
------------------------------------------  ----------  ---------- 
 

Contingent liabilities

At 31 December 2017, the Company did not have any material contingent liabilities.

Subsequent events

There are no significant non-adjusting events after the end of the reporting period.

Share-based payments

Until 30 June 2017 the Company operated various share schemes designed to align the interests of senior management, staff and shareholders to deliver outstanding results.

A written resolution, that all outstanding share awards were to vest on completion of the sale of the Company's subsidiaries, was passed on 22 June 2017. The sale completed on 30 June 2017 and the resolution was effected on that date. All the outstanding share awards were therefore exercised on 30 June 2017. Following this the Company is not intending to issue any new shares under any scheme.

Details of the shares outstanding are as follows:

 
                                              31 Dec        31 Dec 
                                                2017          2016 
                                              Number        Number 
                                            of share      of share 
                                              awards        awards 
-------------------------------------   ------------  ------------ 
 Outstanding at the beginning of the 
  year                                     4,593,366     5,927,100 
 Granted during the year                   1,225,000     2,041,666 
 Modifications made during the year      (1,672,300)             - 
 Exercised during the year               (4,146,066)     (793,300) 
 Lapsed during the year                            -   (2,582,100) 
 Outstanding at the end of the year                -     4,593,366 
--------------------------------------  ------------  ------------ 
 

No share options were exercisable at the end of the year (2016: GBPnil).

The Company recognised total expenses of GBP484k (2016: GBP125k) related to share based payments in 2017:

 
                                                     31 Dec      31 Dec 
                                                       2017        2016 
                                                   GBP000's    GBP000's 
----------------------------------------------   ----------  ---------- 
 Recognised in administrative expenses                (156)         125 
 Recognised in loss on disposal of subsidiary 
  undertakings                                        (328)           - 
 Total share-based payment expense                    (484)         125 
-----------------------------------------------  ----------  ---------- 
 

For the 1,225,000 options that were granted on 1 June 2017, and exercised on 30 June 2017. The share price on date of grant, being 14 pence per share, was used to determine their fair value.

Related party transactions

The following have been identified as related parties to the Company for the periods presented:

   --     Subsidiary undertakings; 
   --     Associate undertaking Asta Capital Limited and its subsidiaries ("Asta"); 
   --     A company subject to common control, Tawa Associates Limited; 
   --     Directors of the Company; 
   --     Key management personnel: and 
   --     Parent company and ultimate controlling party. 

Subsidiary undertakings

FRS 102 paragraph 33.1A exempts disclosure of transactions entered into between members of the same group, provided that the subsidiary undertakings party to the transactions are wholly owned by the Company. Therefore, transactions and balances between the Company and wholly owned subsidiary undertakings are not disclosed in this note.

Associated undertaking

During the year to 31 December 2017 the Company received dividends of GBP822k (2016: GBP208k) from Asta and its preference shares were redeemed for GBP2,300k (2016: GBP1,700k).

Company subject to common control

During the year to 31 December 2017 the Company was charged a management fee of GBP97k (2016: GBPnil) by Tawa Associates Limited. At 31 December 2017 the Company owed Tawa Associates Limited GBP97k (2016: GBPnil).

Directors of the Company

Directors' remuneration is fully disclosed in note 9.

Key management personnel

The Company has taken advantage of the FRS 102 paragraph 1.12(e) disclosure exemption available to it in respect of remuneration to key management personnel.

Parent company and ultimate controlling party

The ultimate parent company is Financière Pinault S.C.A., a Société en commandite simple incorporated in France. The parent undertaking of the largest group which includes the Company and for which group accounts are prepared is Financière Pinault S.C.A., a company incorporated in France. Copies of the group financial statements of Financière Pinault S.C.A. may be obtained from the Tribunal de Commerce de Paris, 1 Quai de Corse, 75004, Paris, France.

During the year to 31 December 2017 Financière Pinault S.C.A. charged the Company fees and interest of GBP135k (2016: GBP70k being GBP145k fees and interest less a credit note of GBP75k). As at 31 December 2017 the Company owed Financière Pinault S.C.A. GBP1,649k (2016: GBP3,295k), full details are disclosed in note 14. As at 31 December 2017 the Company was due GBP75k (2016: 75k) from Financière Pinault S.C.A., full details are disclosed in note 13.

Transition to Financial Reporting Standard 102 ("FRS 102")

The Directors have voluntarily elected to apply United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice "UK GAAP") including FRS 102 as the Directors are of the opinion that these accounting standards present the financial performance and position of the Company in the most meaningful and accessible way.

This is the first year the Company has presented its financial statements using Financial Reporting Standard 102 (FRS 102) as issued by the Financial Reporting Council. The financial statements were prepared in accordance with International Accounting Standards ("IAS") for the year ended 31 December 2016. The date of transition to FRS 102 is therefore 1 January 2016. As a consequence of adopting FRS 102, a number of accounting policies have changed to comply with that standard. The only change to have an impact is the change to the Company's investment in associated undertakings accounting policy. Previously this investment was held at cost less any provisions for impairment. On a UK GAAP basis, the Company has chosen to subsequently account for its investment in associated undertakings at fair value through other comprehensive income.

 
                                                                           As at 31 Dec 2016 
                                                                      Changes 
                                                                on transition 
                                              As previously            to FRS 
                                                     stated               102    As restated 
 Statement of other comprehensive 
  income                                           GBP000's          GBP000's       GBP000's 
-----------------------------------------   ---------------  ----------------  ------------- 
 Loss for the year                                  (3,308)                 -        (3,308) 
 Other comprehensive income 
   Gains arising on revaluation of 
    investment in associated undertaking                  -                 -              - 
 Total comprehensive losses for 
  the year                                          (3,308)                 -        (3,308) 
------------------------------------------  ---------------  ----------------  ------------- 
 
                                                                           As at 31 Dec 2016 
                                                                      Changes 
                                                                on transition 
                                              As previously            to FRS 
                                                     stated               102    As restated 
 Statement of changes in equity                    GBP000's          GBP000's       GBP000's 
-----------------------------------------   ---------------  ----------------  ------------- 
 Balance as at 1 January 2016                         3,528            17,321         20,849 
 Loss for the year                                  (3,308)                 -        (3,308) 
 Other comprehensive income 
   Gains arising on revaluation of 
    investment in associated undertaking                  -                 -              - 
 Total transactions recognised 
  directly in equity                                    141                 -            141 
 Balance as at 31 December 2016                         361            17,321         17,682 
------------------------------------------  ---------------  ----------------  ------------- 
 

This information is provided by RNS

The company news service from the London Stock Exchange

END

FR UUVBRWSASAAR

(END) Dow Jones Newswires

April 13, 2018 02:00 ET (06:00 GMT)

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