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REG - AssetCo PLC - 2024 Half-year report for six months ended 31/3/24

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RNS Number : 2521U  AssetCo PLC  28 June 2024

28 June 2024

LEI: 213800LFMHKVNTZ7GV45

AssetCo plc

("AssetCo" or the "Company")

 

2024 Half-year Report

 

for the six months ended 31 March 2024

 

Registered number: 04966347

 

Highlights

 

 ·         Operating loss reduced by 65% to £1.6m after adjusting for exceptional items
           (£1.0m) and before discontinued operations (£0.5m) demonstrating good
           progress towards profitability following sustained action to reduce costs.

 ·         The total loss for the period was £3.0m.

 ·         Proposed share split with the introduction of a second class of share designed
           to reflect the Company's economic interest in Parmenion. Existing shares to
           track the interest in the core equities business, and Company name to change
           to River Global PLC as a result.

 ·         New business flows for the quarter ending 30 June 2024 expected to be
           positive, being £39m at 27 June.

 ·         Completion of the acquisition of Ocean Dial Asset Management, adding an
           estimated £0.9m per annum in net new revenue to the Group from 2 October
           2023.

 ·         Good progress in consolidating and simplifying the business with all equity
           investment management activities (ex Ocean Dial) consolidated to River Global
           Investors.

 ·         Clear plans established for consolidating back office service providers and
           for bringing Authorised Corporate Director responsibilities under a single
           Group entity, simplifying on-going operations and delivering cost/revenue
           benefits.

 ·         Previously announced cost savings plan on track with some further enhancements
           to revenue generation and additional cost saving initiatives outlined,
           resulting in a potential pathway to Group profitability on the assumption of
           relatively stable revenues.

 ·         Completed the exit from the loss-making Infrastructure business (losses £2.4m
           in financial year ended September 2023).

 ·         Good active equities investment performance over 1, 5 and 10 year time
           periods.

 ·         Relatively stable equity assets under management over the period.

 ·         Strong progress at Parmenion with Assets under Management and Advice now
           approaching £12bn (£10.6bn as at end March 2023).

 
Martin Gilbert, Chairman of AssetCo, commented:

"The six months to end March 2024 has been a pivotal one in our journey
towards profitability and cash generation. The work done in simplifying our
business by consolidating equity asset management activities and exiting loss
making and complex early stage businesses has helped clear a pathway towards
profitability which, with continued hard work and effective execution of our
cost saving plan, is starting to look eminently achievable. There remains a
dependency on stable revenues but, in that context, it is particularly
pleasing to note a couple of substantive and notable wins in UK equities with,
finally, some tentative signs of improvement in market sentiment towards the
asset class.

I am also pleased to confirm that we are in advanced discussions to partner
with two organisations to leverage our expertise and infrastructure to mutual
benefit. These potential joint ventures are quite different (one working with
an established overseas wealth manager and one bringing a leading global fund
manager to market) but both would utilise our established infrastructure to
facilitate additional growth. Assets under management are expected to be
significant at an early stage and, while initial revenues to the Group are
reduced reflecting the role we play in each case, the additional scale and
future opportunities are attractive as is the opportunity to work with high
calibre individuals and businesses.

Continuing revenues for the six months ended 31 March 2024 of £6.9m (31 March
2023 Restated: £7.1m) have held up relatively well in a turbulent period and
the business, while still loss-making, has demonstrated real progress towards
profitability, making excellent progress in cost cutting since last year."

 

For further information, please contact:

 

 AssetCo plc                  Deutsche Numis
 Gary Marshall, CFOO          Nominated adviser and joint corporate broker

 Martin Gilbert, Chairman     Giles Rolls / Charles Farquhar
 Tel: +44 (0) 7788 338157     Tel: +44 (0) 20 7260 1000

 Panmure Gordon (UK) Limited  H/Advisors Maitland
 Joint corporate broker       Neil Bennett / Rachel Cohen
 Atholl Tweedie               Tel: +44 (0) 20 7379 5151
 Tel: +44 (0) 20 7886 2500

For further details, visit the website, www.assetco.com

Ticker: AIM: ASTO.L

 

Chairman's Statement

 

The six months ended 31 March 2024 saw no let up in market pressure. Although
most stock markets saw some uplift in value, investor sentiment remained weak
and fund flows across the industry remained consistently negative for the
period, with industry outflows exceeding £16bn.

The AssetCo Group of companies was sadly not immune from these pressures and
the Group saw outflows over the period. The general rise in markets has
cushioned the effect to some extent, but the net effect was still to reduce
assets under management by some £200m. The acquisition of Ocean Dial Asset
Management was a welcome positive offset to that, adding c.£166m at the
beginning of October.

Progress in Consolidation

Substantial progress was made in business integration with all equity asset
management activities (ex Ocean Dial) centralised and operating out of River
Global Investors LLP (previously River and Mercantile Asset Management LLP)
from the end of calendar year 2023. This has enabled us to move forward with
our plans to expand the activities of SVM Asset Management as Authorised
Corporate Director which will eventually cover all the UK open-end funds for
the Group and we are progressing a joint venture arrangement with the current
ACD for River Global funds, Equity Trustees Fund Services, in order to do so
efficiently. Agreement has been reached in principle for the consolidation of
back office services (those of Depositary, Custodian and Transfer Agency)
under a single provider for our UK funds. This will bring operational
efficiencies and cost savings which it is hoped will take full effect around
our financial year end. It will also allow us to complete the exercise of
re-branding all of our operational entities and funds.

Prospects for Profitability

Run rate annual revenues for the Group (excluding Infrastructure) stood at
c.£14.3m at end March 2024 while cost savings set in train before 2023
financial year end aimed to deliver a run rate cost base of c.£18m pa by end
of calendar year 2024. This is before accounting for the £2.6m of interest
expected in respect of the Group's loan note interest in the Parmenion
business, which is paid in kind (as additional loan notes). Further cost
savings of c.£3m were identified after financial year end and are now in
course of execution and the back office consolidation and ACD implementation,
together with further fund rationalisation, are estimated to enhance revenues
by c.£0.6m. Taking all these initiatives together and with some yet further
cost saving actions in prospect, a clear route to run rate profitability is in
prospect so long as revenues remain relatively stable.

Pipeline Business

We were pleased, shortly after period end, to secure two substantial new
business wins: one, at over £100m, into our UK Opportunities Fund which has
funded and one, at around £20m, into our UK Smaller Companies Fund which has
been notified but not yet funded at time of writing. These are the first major
mandate wins for us in a considerable period and we hope that they signal a
greater interest in our investment proposition and a more positive attitude
towards the UK equities market generally.

Financials

The Income Statement for the six months ended 31 March 2024 shows continuing
revenue of £6.9m (31 March 2023 restated: £7.1m) and a loss before taxation
of £3.0m (31 March 2023 restated: loss £14.5m) which underlines the progress
we have made in cost cutting since last year.

Comparison to the previous six-month period is again not straightforward due
to changes in the business. The six months to 31 March 2023 did not include a
full six months of SVM, which acquisition completed at the end of October 2022
but did include the business of Rize ETF which was disposed of just prior to
October 2023, whereas the six months to 31 March 2024 includes a six month
contribution from Ocean Dial. The comparison therefore illustrates the benefit
to the business of substituting the profitable Ocean Dial business for the
loss making Rize one.

Total (balance sheet) assets at 31 March 2023 were £60.7m (31 March 2023:
£86.5m) reflecting, in particular, the impact of the significant write downs
and other costs of exiting discontinued businesses as well as the
re-structuring costs incurred during the course of the previous financial
year. The Group held cash of £11.2m and c.£1.7m in treasury shares (at 31
March 2024 share price) at period end.

Continuing to Evolve the Business

We were pleased, at the beginning of October, to complete the acquisition of
Ocean Dial Asset Management Limited. Ocean Dial's current business is the
management of the assets of the India Capital Growth Fund Limited, which, as
at end May 2024, had a net asset value in excess of £150m and an annualised
run rate revenue of £1.8m. The acquisition has added c.£0.9m pa in net
revenue to the Group and the business is already well integrated albeit
further synergies which will be achievable upon full consolidation into River
Global Investors in due course. The acquisition is notable both for the access
it gives us to investment capability in the world's most populous nation and
the partnership it brings with the India Capital Growth Fund Limited.

We announced in October 2023 that agreement had been reached in principle to
dispose of the River and Mercantile Infrastructure business. The original
agreement did not reach completion and instead a rather simpler arrangement
was eventually made which completed at the end of May 2024.

Parmenion

The six month period to 31 March 2024 saw further progress for Parmenion and
culminated with group Assets under Advice or Management of £11.7bn compared
with £10.6bn at the same time last year.   It is encouraging to observe that
the business is strongly cash generative and we look forward to continued
progression in revenues and EBITDA for Parmenion in 2024.

Name Change and Future Plans

Over the past eighteen months AssetCo's business interests have been
simplified considerably and now comprise the wholly owned equities business,
trading under the River Global name, and our structured equity interest in the
Parmenion platform. The Board believes that the factors driving value in these
two lines of business differ significantly in terms of both quantum and timing
and that, as a result, they have the potential to appeal to quite different
types of investor. In order to better reflect this, and to fully realise the
benefit that might result from allowing new and existing investors to access
these different value profiles directly, the Board is planning to publish
proposals for a share split shortly.

These proposals will give every shareholder a second class of share which will
be designed to reflect the Company's economic interest in Parmenion. It is not
expected that these shares will be traded on AIM but will be able to be traded
on a matched bargain basis more suitable to the nature of the underlying
interest. The Company's existing shares will as a result, track the interest
in the equities business. In view of this, we are also planning to publish
proposals to change the name of the Company to River Global PLC. The Board
expects to issue a formal Circular to shareholders seeking approval for these
changes in Q3 2024.

 

Outlook

While market conditions remain challenging, we remain on track to deliver
significant cost savings from the Group by calendar year-end. This, combined
with the strong performance of many of our funds and the fact that we continue
to see numerous avenues for profitable growth, give us continuing confidence
in the future of the business.

Martin Gilbert

Chairman

28 June 2024

BUSINESS REVIEW

 

The chart below shows the movement in active equities assets over the period
which includes the addition of assets managed by Ocean Dial Asset Management
at the point of its formal acquisition by the Group on 2 October 2023.

The single biggest detractor during the period was River and Mercantile's loss
of an institutional DC pension fund mandate for c.£114m in March 2024.
Elsewhere, the inherited under-performance of SVM's UK Growth Fund resulted in
significant outflows from that fund prior to its merger into the UK
Opportunities Fund. On the plus side, small additions to existing
institutional mandates for UK and European equity mandates have been pleasing
to see, as has the significant contribution of investment returns to the
assets under management at period end.

Investment performance for the Group's active equities funds has been
resilient over the period, with particularly strong showings over 10, 5 and 1
year periods.

We were particularly delighted to receive the Lipper award for the best Equity
Global Income fund over 3 years for the Saracen Global Income and Growth Fund
at the Lipper award ceremony in late April 2024.

 

Assets under management have remained relatively stable over the period,
thanks mainly to rises in market values and the addition of assets from Ocean
Dial offsetting net outflows. We continue to be encouraged by the positive
impact our fund rationalisation and other re-structuring work is having on
weighted average fee rates for our wholesale business where the rate has risen
from 60bp at financial year end to 64bp at end March.

Annualised Revenue Breakdown by Business Type (as at 31 March 2024)

 Business Type                       AuM (£m)   Weighted average fee rate, net of rebates (bp)  Gross annualised revenue net of rebates (£000s)
 Wholesale (active equities)         1,523      64                                              9,817
 Institutional (active equities)     623        35                                              2,172
 Investment Trust (active equities)  225        99                                              2,233
 Infrastructure                      113        68                                              771
 Total                               2,484      60                                              14,993

 

This table excludes the Group's structured 30% interest in Parmenion which had
AuM of £11.7bn at 31 March 2024, and generated revenues of £11m for the
period from 1 January 2024.

 ·         Wholesale refers to the active equity assets which are held and managed in
           mutual funds distributed by the Group.

 ·         Institutional refers to the active equity assets which are held and managed in
           separate accounts on behalf of institutional clients of the Group.

 ·         Investment Trust refers to the active equity assets which are held and managed
           in investment trusts which are clients of the Group

 

Ocean Dial

The Indian Capital Growth Fund managed by Ocean Dial saw a significant
increase in value, reflective of performance in the Indian stock market, in
the period running up to the completion of the acquisition of Ocean Dial on
2(nd) October 2023. The investment performance of the Fund was particularly
strong under the advice of Gaurav Narain and Team, based in Mumbai and UK, and
the Fund's discount narrowed running in to the end of the calendar year. This
was particularly helpful in light of the Fund's second biennial redemption
offered to all shareholders on the register at 30 September 2023. Shareholders
were offered redemption at a 3% discount to net asset value on 29 December
2023 and the discount stood at 3.95% just prior to this, making the redemption
offering a not particularly compelling one. In the event a very small number
of investors elected to redeem, but the largest shareholder surprisingly chose
to do so in full, contrary to prior indications. As a result, c.15% of the
Fund was redeemed at year end - somewhat more than we had expected.

Against this, the large shareholder exit was effectively the last of the
significant investments by "activist" or "value" investors who seek to
actively exploit the discount to generate returns. The remaining shareholder
base is now almost entirely "retail" in nature with the result that trading
and demand is likely to be more consistent and predictable. In fact, with the
largest shareholder gone, the Fund moved to trading at a premium for a period
and the Board decided to issue shares from treasury in order to satisfy
demand. Some £10.7m was issued in a period of c.6 weeks, effectively
recouping some of the redemption cash that was exited.

River and Mercantile Infrastructure LLP ("RMI")

On 6 October 2023 we announced that agreement had been reached in principle
for a transfer of our interest in the Infrastructure business out of the
Group. In the event, that particular agreement did not come into effect for a
variety of reasons, but a revised agreement was reached some months later and
the Group effectively exited the Infrastructure business on 21 May 2024.

In practice, we have exited the business by completing arrangements for a
third party manager to take on the role of advisor to the Fund with Ian Berry
and his RMI colleagues leaving RMI to set up their own advisory business.
 This brings to a close AssetCo's infrastructure business: RMI has now
effectively ceased trading and is expected to be wound up in due course. RMI
generated a loss for the business in the full year to end September 2023 of
£2.4m; the cost to exit was c.£0.5m.

Parmenion

Parmenion continues to attract strong ratings for its service, scoring first
place in 6 out of 11 categories in the Defaqto platform service review 2024.
These strong service ratings, together with the addition of a platform
switching service in Q4 2023 and the expansion of DFMs available on platform
throughout the period has resulted in a strong new business pipeline.

 

Key Performance Indicators

The following table summarises key performance indicators for the business,
illustrating the progression of the business over the period.

                                                                       End March  End March 2023  Movement

                                                                        2024
 Total Assets under Management (excluding Parmenion)                   £2,484m    £3,261m         -£777m

 Active Equities Assets under Management                               £2,371m    £2,766m         -£395m

 Total (balance sheet) assets                                          £60.7m     £86.6m          -£25.9m

 Annualised revenue(1)                                                 £15.0m     £17.9m          -£2.9m

 Profit/loss for the period                                            -£3.0m     -£14.5m         +£11.5m

 (including exceptionals and discontinued business)                               (restated)
 Operating profit/loss for continuing business excluding exceptionals  -£1.6m     -£4.6m          +£3.0m

                                                                                  (restated)
 Investment performance(2)                                             58%        62%             -4% points

 (1 year)
 Investment performance(2)                                             36%        86%             -50% points

 (3 year)
 Investment performance(2)                                             61%        45%             +16% points

 (5 year)

(1) Monthly recurring revenue at date shown using annualised closing AuM.

(2) % active equity mutual fund AuM in 1(st) or 2(nd) quartile when compared
to competitor funds in relevant Investment Association sectors.

 

Gary Marshall

Chief Financial and Operating Officer

28 June 2024

 

Principal Risks and Uncertainties

 

The Directors continuously monitor the business and markets to identify and
deal with risks and uncertainties as they arise. Set out below are the
principal risks which we believe could materially affect the Group's ability
to achieve its strategy. The risks are not listed in order of significance.

 Risk                                                                             Responsibility and Principal Control

 Profitability and Going Concern Status:                                          Board/Executive Team:

 Achieving profitability remains the key focus for the Group: failure to          The Group continues to cut costs. The Group is focused on achieving run-rate
 achieve profitability will impact the Board's ability to meet going concern      profitability and the Board monitors costs and cash management carefully to
 requirements. The Board and Executive continue to focus on costs, income         this end.
 generation and cash management.

 Distribution:                                                                    Board/Distribution:

 Fund flows continue to prove challenging, consistent with the experience of      Distributors and markets are carefully targeted and client relationships
 other market participants in the current environment. Detailed discussions       monitored to identify and mitigate the risk of loss.
 continue with several potential strategic partners which it is hoped will
 deliver upside.

 Performance and Product:                                                         Board/Product/Investment Team:

 Sustained underperformance and products falling out of favour would further      The Group continually monitors and develops its product suite to ensure that
 challenge flows.                                                                 it remains competitive and attractive. The Investment Team, in conjunction
                                                                                  with Investment Risk, continually monitor fund performance against targets,
                                                                                  including style, taking corrective action where necessary.

 Loss of Key People:                                                              Board/Remuneration Committee:

 The Firm has reduced headcount significantly but will need to ensure retention   The Board reviews succession planning for all senior executives. Senior
 of key staff if it is to manage Client, Consultant and Regulatory                executives are subject to extended notice periods (between six and twelve
 expectations. There is increasing reliance on a small number of key staff.       months). The Group seeks to offer attractive terms as well as a flexible
                                                                                  working environment. The Group has introduced a new Restricted Share Plan to
                                                                                  help retain senior partners and key staff.
 Economic Conditions:                                                             Board/Executive Team:

 The Listed Equities business remains vulnerable to any material fall in equity   The Group seeks to manage an appropriate balance of fixed and variable costs.
 markets. As noted above, market rises have cushioned the impact of outflows to   In the event of sustained economic downturn, the Group would seek to take
 date.                                                                            early action to cut fixed costs.
 Systems and Controls:                                                            Board/Operations:

 The Group continues to integrate controls and procedures which are being         The Group has developed a detailed controls framework which is being rolled
 rolled out across the operating subsidiaries. However, the business remains      out across operating subsidiaries to create a consistent, harmonised approach.
 complex until the end goal operating model is reached and managing multiple      The Group is consolidating to a single operating model as well as seeking to
 service providers (notably ACDs) has generated challenges including              rationalise service providers.
 rationalisation costs.

 

 

CONSOLIDATED INCOME STATEMENT

For the six months ended 31 March 2024
                                                                                                       Six months ended                            Year ended
                                                                            Note                                             Unaudited             Audited

                                                                                                       Unaudited             Restated              30 September 2023

                                                                                                       31 March               31 March 2023        £'000

                                                                                                       2024                  £'000

                                                                                                       £'000
 CONTINUING OPERATIONS
 Revenue                                                                    4                          6,926                 7,122                 14,979
 Cost of sales                                                                                         -                     -                     -
 Gross profit                                                                                          6,926                 7,122                 14,979
 Other income                                                               6                          1,193                 1,075                 2,321
 Provision against doubtful debt                                                                       -                     (1,718)               (1,467)
 Other administrative expenses                                              7                          (10,885)              (12,303)              (28,069)
 Total administrative expenses                                                                         (10,885)              (14,021)              (29,536)
 Other gains / (losses)                                                     8                          154                   -                     122
 Operating (loss)                                                                                      (2,612)               (5,824)               (12,114)
 Finance income                                                             9                          62                    2                     74
 Finance costs                                                                                         (67)                  (136)                 (510)
 Finance (loss) / income                                                                               (5)                   (134)                 (436)
 Share of results of associate                                                                         -                     266                   (352)
 (Loss) before tax                                                                                     (2,617)               (5,692)               (12,902)
 Income tax credit                                                          10                         154                   148                   195
 (Loss) for the period                                                                                 (2,463)               (5,544)               (12,707)
 (Loss) attributable to:
 Owners of the parent                                                                                  (2,463)               (5,544)               (12,707)
 Non-controlling interest                                                                              -                     -                     -
  (Loss) for the period attributable to continuing operations                                          (2,463)               (5,544)               (12,707)

 DISCONTINUED OPERATIONS
 (Loss) from discontinued operation (attributable to equity holders of the  5                          (518)                 (8,971)               (13,992)
 company)

 Total (Loss) attributable to the owners of the parent during the period                               (2,981)               (14,515)              (26,699)

                                                                                 Continuing operations (loss) per ordinary share attributable to the owners of
                                                                                 the parent during the period
 Basic - pence (restated)                                                   11                         (1.72)                (3.97)                (9.06)
 Diluted - pence (restated)                                                 11                         (1.72)                (3.97)                (9.06)

                                                                                 Discontinued operations (loss) per ordinary share attributable to the owners
                                                                                 of the parent during the period
 Basic - pence (restated)                                                   11                         (0.36)                (6.43)                (9.98)
 Diluted - pence (restated)                                                 11                         (0.36)                (6.43)                (9.98)

                                                                                 Total (Loss) per ordinary share attributable to the owners of the parent
                                                                                 during the period
 Basic - pence (restated)                                                   11                         (2.08)                (10.40)               (19.04)
 Diluted - pence (restated)                                                 11                         (2.08)                (10.40)               (19.04)

 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the six months ended 31 March 2024
                                                                Six months ended              Year ended
                                                                            Unaudited         Audited

                                                         Note   Unaudited   Restated          30 September 2023

                                                                31 March     31 March 2023    £'000

                                                                2024        £'000

                                                                £'000
 (Loss) for the period                                          (2,981)     (14,515)          (26,699)
 Other comprehensive (expense)                                  -           -                 -
 Items that may be reclassified to profit or loss               -           -                 -
 Exchange differences on translating foreign operations         -           -                 -
 Other comprehensive (expense), net of tax                      -           -                 -
 Total comprehensive (loss)/ for the period                     (2,981)     (14,515)          (26,699)
 Attributable to:
 Owners of the parent                                           (2,981)     (14,147)          (26,699)
 Non-controlling interests                                      -           (368)             -
 Total comprehensive (loss) for the period                      (2,981)     (14,515)          (26,699)

 

CONSOLIDATED AND COMPANY'S STATEMENT OF FINANCIAL POSITION

As at 31 March 2024
                                                                     Unaudited         Audited

                                                         Unaudited   Restated          30 September 2023

                                                         31 March     31 March 2023    £'000

                                                         2024        £'000

                                                         £'000
 Assets
 Non-current assets
 Property, plant and equipment                           84          42                98
 Right-of-use assets                                     1,048       1,969             1,534
 Goodwill and intangible assets                          16,834      25,798            13,495
 Investments in subsidiaries                             -           -                 -
 Investment in associates                                25,820      22,318            24,626
 Total non-current assets                                43,786      50,127            39,753
 Current assets
 Trade and other receivables                             5,242       7,618             5,807
 Assets held for sale                                    379         56                -
 Financial assets at fair value through profit and loss  9           44                13
 Current income tax receivable                           -           1,173             1,159
 Cash and cash equivalents                               11,241      27,548            25,573
 Total current assets                                    16,871      36,439            32,551
 Total assets                                            60,657      86,566            72,304
 Liabilities
 Non-current liabilities
 Lease liabilities                                       577         1,299             950
 Deferred tax liabilities                                1,651       1,000             905
 Total non-current liabilities                           2,228       2,299             1,855
 Current liabilities
 Trade and other payables                                2,973       15,773            14,347
 Liabilities held for sale                               987         52                -
 Lease liabilities                                       631         750               697
 Current income tax liabilities                          1,517       1,566             1,465
 Total current liabilities                               6,108       18,141            16,507
 Total liabilities                                       8,336       20,440            18,362
 Shareholders' equity
 Issued share capital                                    1,493       1,493             1,493
 Share premium                                           209         209               209
 Capital redemption reserve                              653         653               653
 Merger reserve                                          43,063      43,063            43,063
 Other reserve                                           340         -                 95
 Retained earnings                                       6,563       22,170            8,429
                                                         52,321      67,588            53,942
 Non-controlling interest                                -           (1,462)           -
 Total equity                                            52,321      66,126            53,942
 Total equity and liabilities                            60,657      86,566            72,304

 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the six months ended 31 March 2024
                                                          Share capital  Share premium  Capital redemption reserve  Merger reserve  Other reserve  Retained earnings  Total     Non-controlling interest  Total equity

                                                          £'000          £'000          £'000                       £'000           £'000          £'000              £'000     £'000                     £'000
 Balance at 1 October 2022                                1,493          -              653                         43,063          -              43,139             88,348    (1,094)                   87,254

 Loss for the period                                      -              -              -                           -               -              (14,147)           (14,147)  (368)                     (14,515)
 Total comprehensive (loss)                               -              -              -                           -               -              (14,147)           (14,147)  (368)                     (14,515)
 Shares bought for treasury                               -              -              -                           -               -              (6,815)            (6,815)   -                         (6,815)
 Treasury shares used to settle conversion of loan notes  -              209            -                           -               -              1,791              2,000     -                         2,000
 Dividends paid                                           -              -              -                           -               -              (1,798)            (1,798)   -                         (1,798)
 Unaudited at 31 March 2023                               1,493          209            653                         43,063          -              22,170             67,588    (1,462)                   66,126

 Loss for the period                                      -              -              -                           -               -              (12,184)           (12,184)  -                         (12,184)
 Total comprehensive (loss) for the period                -              -              -                           -               -              (12,184)           (12,184)  -                         (12,184)

 NCI transfer on sale of Rize ETF Limited                 -              -              -                           -               -              (1,462)            (1,462)   1,462                     -
 IFRS2 share scheme charge                                -              -              -                           -               95             (95)               -         -                         -
 Audited Balance at 30 September 2023                     1,493          209            653                         43,063          95             8,429              53,942    -                         53,942

 Loss for the period                                      -              -              -                           -               -              (2,981)            (2,981)   -                         (2,981)
 Total comprehensive (loss) for the period                -              -              -                           -               -              (2,981)            (2,981)   -                         (2,981)

 IFRS2 share scheme charge                                -              -              -                           -               245            -                  245       -                         245
 Treasury shares used in ODAM consideration (note 12)     -              -              -                           -               -              1,115              1,115     -                         1,115
 Unaudited balance at 31 March 2024                       1,493          209            653                         43,063          340            6,563              52,321    -                         52,321

 

 

CONSOLIDATED AND COMPANY'S STATEMENT OF CASH FLOWS

For the six months ended 31 March 2024
                                                                                           Unaudited         Audited

                                                                               Unaudited   Restated          30 September 2023

 Notes                                                                         31 March     31 March 2023    £'000

                                                                               2024        £'000

                                                                               £'000
 Cash flows from operating activities
 Cash (outflow) from continuing operations                                     (11,620)    (7,128)           (11,201)
 Corporation tax paid                                                          -           -                 (137)
 Finance costs                                                                 -           (33)              -
 Net cash (outflow) from Continuing Operations                                 (11,620)    (7,161)           (11,338)
 Net cash inflow / (outflow) from Discontinued Operations                      (518)       (2,253)           266
 Net cash (outflow) from total operations                                      (12,138)    (9,414)           (11,072)
 Cash flows from investing activities
 Net cash received from acquisitions                                     12    (1,822)     2,802             2,801
 Finance income                                                          9     62          2                 74
 Finance costs                                                                 (67)        -                 (14)
 Proceeds from sale of investment at fair value through profit and loss        -           -                 24
 Purchase of property, plant and equipment                                     -           (22)              (114)
 Purchase of intangibles                                                       -           (6)               -
 Net cash (outflow)/inflow from investing activities                           (1,827)     2,776             2,771
 Cash flows from financing activities
 Shares issued for cash                                                        -           209               209
 Dividends paid                                                                -           (1,798)           (1,798)
 Lease payments                                                                (367)       (454)             (630)
 Payments for treasury shares                                                  -           (6,837)           (6,837)
 Net cash (outflow)/inflow from financing activities                           (367)       (8,880)           (9,056)
 Net change in cash and cash equivalents                                       (14,332)    (15,518)          (17,357)
 Cash and cash equivalents at beginning of period                              25,573      43,066            43,066
 Exchange differences on translation                                           -           -                 (136)
 Cash and cash equivalents at end of period                                    11,241      27,548            25,573

 

 

NOTES TO THE FINANCIAL STATEMENTS

For the six months ended 31 March 2024

 

1.   General information and basis of presentation

AssetCo Plc ("AssetCo" or the "Company") is the Parent Company of a group of
companies ("the Group") which offers a range of investment services to private
and institutional investors. The Company is a public limited company,
incorporated and domiciled in the United Kingdom under the Companies Act 2006
and is listed on the Alternative Investment Market ("AIM") of the London Stock
Exchange. The address of its registered office is 30 Coleman Street, London,
EC2R 5AL.

The financial statements have been presented in sterling to the nearest
thousand pounds (£000) except where otherwise indicated.

The financial information in the Half-year Report has been prepared using the
recognition and measurement principles of the UK-adopted International
Accounting standards and in conformity with the requirements of the Companies
Act 2006.  The principal accounting policies used in preparing the Half-year
Report are those the Company expects to apply in its financial statements for
the year ending 30 September 2024 and are unchanged from those disclosed in
the Annual Report and Financial Statements for the year ended 30 September
2023.

The financial information for the six months ended 31 March 2024 and the six
months ended 31 March 2023 is unaudited and does not constitute the Group's
statutory financial statements for those periods.  The comparative financial
information for the full year ended 30 September 2023 has, however, been
derived from the audited statutory financial statements for that period.  A
copy of those statutory financial statements has been delivered to the
Registrar of Companies.

While the financial figures included in this Half-year Report have been
computed in accordance with IFRSs applicable to interim periods, this
Half-year Report does not contain sufficient information to constitute an
interim financial report as that term is defined in IAS 34.

Functional and presentation currency

Items included in the financial statements of each of the Company's businesses
are measured using the currency of the primary economic environment in which
the entity operates ("the functional currency"). The financial statements are
presented in sterling (£), which is the Company's and the Group's functional
and presentation currency. There has been no change in the Company's
functional or presentation currency during the period under review.

Foreign operations translation

The financial statements are prepared in sterling. Income statements of
foreign operations are translated into sterling at the average exchange rates
for the period and balance sheets are translated into sterling at the exchange
rate ruling on the balance sheet date. Foreign exchange gains or losses
resulting from such translation are recognised through other comprehensive
income.

Discontinued Operations

During the financial year ended 30 September 2023 the Group sold two separate
operations classified as Discontinued Operations under IFRS 5. These were for
the sale of River and Mercantile Asset Management LLC and Rize ETF Limited.
River and Mercantile Asset Management LLC represented a specific geographic
area of business for the Group (being the USA) and Rize ETF Limited
represented a major line of business for the Group. Both sales completed
within the year ended 30 September 2023 and so qualify as discontinued
operations under the standard for the presentation of these statements.

HELD FOR SALE ASSETS

The Group has classified the Infrastructure business as held for sale for the
six months ending 31 March 2024 and for its comparative six month period
ending 31 March 2023. The results for the business have been shown under
Discontinued Operations for the period and comparative. The audited financials
for the year ended 30 September 2023 have not been amended.

The Infrastructure business operates under two entities, "River and Mercantile
Infrastructure LLP" and "River and Mercantile Infrastructure GP S.a.r.l.". As
at 31 March 2024 there was sufficient conditions for the Infrastructure
business to qualify as held for sale under IFRS5. Please see subsequent events
(note 14) for further information on the Group's exit of the infrastructure
business.

2.   CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS

Estimates and judgements are continually evaluated and are based on historical
experience and other factors, including expectations of future events that are
believed to be reasonable under the circumstances. This note provides an
overview of the areas that involved a higher degree of judgement or
complexity, and of items which are more likely to be materially adjusted due
to estimates and assumptions turning out to be wrong.

a.   SIGNIFICANT ESTIMATES

VALUATION OF GOODWILL AND OTHER INTANGIBLE ASSETS

Determining the valuation of goodwill and intangible assets arising from a
business combination under IFRS 3 contains elements of judgement The Group has
acquired customer relationships, acquired brands and computer software
included within intangible assets as part of the business combinations.

IMPAIRMENT OF GOODWILL AND OTHER INTANGIBLE ASSETS AND RECOVERABILITY OF COMPANY'S INVESTMENT IN SUBSIDIARIES

The recognition of goodwill and other intangible assets arising on
acquisitions and the impairment assessments contain significant accounting
estimates. Goodwill is carried at cost less provision for impairment, the
carrying value is tested annually for impairment, or more frequently if any
indicators arise. Other intangible assets are amortised over their useful
economic life and are assessed for impairment when there is an indication that
the asset might be impaired. The impairment test of goodwill and other
intangible assets includes key assumptions underlying the recoverable amounts,
the growth rates applied to the future cash flows and the Group's discount
rate.

ESTIMATION OF CURRENT TAX PAYABLE AND CURRENT TAX EXPENSE IN RELATION TO AN UNCERTAIN TAX POSITION

The Group's corporation tax provision of £1,442,000 relates to management's
assessment of the amount of tax payable on open positions where the
liabilities remain to be agreed with relevant tax authorities - principally
due to the Grant Thornton litigation which concluded in 2021. Uncertain tax
items for which a provision of £1,437,000 is made relates principally to the
interpretation applicable to arrangements entered into by the Group including
the application of carried forward losses before 1 April 2017 driven from HMRC
guidance on this matter. Due to uncertainty associated with such tax items, it
is possible that, on conclusion of open tax matters at a future date, the
final outcome may differ significantly. Whilst a range of outcomes is
possible, the maximum possible tax payable would be £3,437,000 being
£2,000,000 more than currently recognised. At a minimum tax payable could be
£nil resulting in a reduction in liabilities of up to £1,437,000.

b.   SIGNIFICANT JUDGEMENTS

ACCOUNTING FOR SUBSIDIARIES

During the prior period (the financial year ended September 2023) AssetCo sold
its shareholding in Rize ETF Limited.

AssetCo held 68% of the equity of Rize ETF Limited. Whilst the founders of the
business had a material stake (which could be increased by 5% percentage
points in the event of a sales "trigger" being met) there was in place a
comprehensive shareholder agreement which conferred considerable control to
the Group via the appointment of Board representation and the way in which key
matters had to be agreed, including the ability to block resolutions as well
as voting patterns and economic dependency. Accordingly we believe it was
appropriate to account for Rize as a subsidiary entity.

At 30 September 2023 Rize ETF Limited was considered sold and no longer owned
by the Group.

RECOVERABILITY OF RECEIVABLES

Advanced drawings and specific other balances in relation to members of a
partnership within the Group are held on the balance sheet as receivables
until there are accumulated profits to distribute to the members. Judgement is
required to assess the likelihood of recoverability of these receivables. At
31 March 2024 the Group has taken a provision of £558,000 against these
receivables (30 September 2023: 1,467,000).

The Board do not consider that any other critical judgements have been made in
preparing the financial statements which have a significant risk of causing a
material adjustment to be made to the carrying amounts of assets and
liabilities within the next financial year.

GOING CONCERN ASSUMPTIONS

Inputs, including stresses, management actions and forecasting all require
significant judgement in concluding on going concern. These have been set out
in more detail in note 3.

HELD FOR SALE ASSETS

As with all assessments of 'held for sale' assets; they require judgement as
to the nature and likelihood of any disposal for the Group. As stated in note
1 the Group has identified the Infrastructure business as held for sale in the
period

 

3.   GOING CONCERN

The Group is currently loss making, albeit with a trajectory that evidences
reducing operational losses over time and which affords a pathway to
profitability. Against this background, the Directors have given careful
consideration to the going concern assumption on which the Group's accounts
have been prepared. Having carefully considered the Group's operational and
regulatory requirements, the Directors have concluded that the Group has
adequate financial resources to continue operating for the 12 months from the
date of signing these financial statements. On that basis the Directors have
continued to adopt the Going Concern basis of accounting in preparing the
consolidated Group and Company accounts.

As part of this review, the Directors have prepared projections rolling
forward more than two years from the date of signing for the Group under
several scenarios from growth to stressed environments. The latter includes a
fall of 30% in assets under management over a twelve month period from the
period end. Those projections were subject to challenge and review to ensure
that appropriate stresses were applied to the projections with key drivers to
the stress scenarios taking account of the principal risks and uncertainties
identified in the Risk Management section of the Strategic Report on page 14
of the 2023 financial statements. For the purpose of this assessment,
management made conservative assumptions regarding future growth, assuming
both nil growth and further reductions in revenue. The ability to achieve cost
saving measures and the reasonableness of the stress testing applied was
considered in the light of those assumptions. Sensitivity analysis and
modelling to take account of specific one-off risks to the Group and Company
was undertaken in line with the principal risks and uncertainties.

In the event that profitability is not achieved, there will be an increased
risk to the going concern assessment in subsequent reporting periods. The risk
should be considered in the context that the Group has no external debt and
had net cash at 31 March 2024 of £11.2m. The Group is required to hold a
minimum level of regulatory capital together with a buffer of at least a 10%
at all times.

The Directors also acknowledge less resilience within the Group to one-off
shocks and macroeconomic events while losses continue. Principal risks and
uncertainties are set out in the Strategic Report of the 2023 Financial
Statements on page 15. Current initiatives will deliver further cost savings
and the Directors are committed to additional cost saving initiatives as
necessary to respond to future business developments. Should there be a need
for additional capital, the directors have the option of seeking to raise
additional capital, of considering potential partnerships or of re-structuring
the business.

4.   Segmental Reporting

The core principle of IFRS 8 'Operating segments' is to require an entity to
disclose information that enables users of the financial statements to
evaluate the nature and financial effects of the business activities in which
the entity engages and the economic environments in which it operates.

Segment information has historically been presented in respect of the Group's
commercial competencies, Active equities, Infrastructure asset management,
Exchange Traded Funds and its investment in Digital Platforms.

Active equities comprises the River Global equities business; formerly; RMG,
Saracen and Revera; Infrastructure Asset Management is the non-equities
infrastructure investment arm of RMG; Exchange Traded Funds is Rize ETF and
Digital Platforms represents the Group's investment in the associated company,
Parmenion.

The Directors consider that the chief operating decision maker is the Board.
Head Office segment comprises the Group Board's management and associated
costs and consolidation adjustments.

Intra-segment transactions are disclosed on the face of the segmental report.
The amounts provided to the Board with respect to net assets are measured in a
manner consistent with that of the financial statements.

Changes to segmental reporting

By 30 September 2023 the US business has been sold alongside Rize ETF Limited.
 In addition, the Infrastructure business has been classified as held for
sale.

Consequently the US business is now presented as a Discontinued Operation for
the purposes of Segmental reporting. Additionally the Exchange Traded Funds
segment (fully encompassed by the now sold Rize ETF Limited) has also been
moved to Discontinued Operations. Finally, depreciation and amortisation have
been removed from the segmental reporting as management no longer places
reliance on its analysis at segmental level.

Further detail of these Discontinued Operations can be found in note 1.

ANALYSIS OF REVENUE AND RESULTS BY COMMERCIAL ACTIVITY
For the six months ended 31 March 2024
                                      Active equities  Infrastructure asset management  Head office  Total

                                      £'000            £'000                            £'000        £'000

 Revenue
 Management fees                      6,926            362                              -            7,288
 Marketing fees                       -                -                                -            -
 Total revenue to external customers  6,926            362                              -            7,288
 Segment result
 Operating (loss)/profit              (2,473)          (518)                            (139)        (3,130)
 Finance income                       16               -                                46           62
 Finance costs                        (49)             -                                (18)         (67)
 (Loss) on sale of subsidiary         -                -                                -            -
 Share of result of associate         -                -                                -            -
 (Loss)/profit before tax             (2,506)          (518)                            (111)        (3,135)
 Income tax                           -                -                                154          154
 (Loss)/profit for the period         (2,506)          (518)                            43           (2,981)
 Segment assets and liabilities
 Total assets                         32,117           379                              28,161       60,657
 Total liabilities                    (4,068)          (987)                            (3,281)      (8,336)
 Total net assets/(liabilities)       28,049           (608)                            24,880       52,321

 

For the six months ended 31 March 2023 (RESTATED)
                                      Active equities  Infrastructure asset management  Digital platform  Head office  Exchange Traded Funds  Total

                                      £'000            £'000                            £'000             £'000        £'000                  £'000

 Revenue
 Management fees                      7,392            230                              -                 -            -                      7,622
 Marketing fees                       -                -                                -                 -            788                    788
 Total revenue to external customers  7,392            230                              -                 -            788                    8,410
 Segment result
 Operating (loss)/profit              (6,115)          (1,932)                          -                 (503)        (6,245)                (14,795)
 Finance income                       2                -                                -                 -            -                      2
 Finance costs                        (30)             -                                -                 (106)        -                      (136)
 (Loss) on sale of subsidiary         -                -                                -                 -            -                      -
 Share of result of associate         -                -                                266               -            -                      266
 (Loss)/profit before tax             (6,143)          (1,932)                          266               (609)        (6,245)                (14,663)
 Income tax                           144              -                                -                 -            4                      148
 (Loss)/profit for the period         (5,999)          (1,932)                          266               (609)        (6,241)                (14,515)
 Segment assets and liabilities
 Total assets                         47,592           645                              -                 25,510       12,819                 86,566
 Total liabilities                    (4,781)          (851)                            -                 (14,489)     (319)                  (20,440)
 Total net assets                     42,811           (206)                            -                 11,021       12,500                 66,126

 

The segmental reporting table for the six months ended 31 March 2023 has been
restated to reflect the restatement set out in note 6 and to include the sold
ILC business within Active equities representing £195,000 of revenue and
£413,000 of operating loss in the Active Equities segment as now shown.

ANALYSIS OF REVENUE AND RESULTS BY COMMERCIAL ACTIVITY
AUDITED For the year ended 30 September 2023
                                      Active equities  Infrastructure asset management  Digital platform  Head office  Discontinued Operations  Total

                                      £'000            £'000                            £'000             £'000        £'000                    £'000

 Revenue
 Management fees                      14,419           560                              -                 -            186                      15,165
 Marketing fees                       -                -                                -                 -            1,557                    1,557
 Total revenue to external customers  14,419           560                              -                 -            1,743                    16,722
 Segment result
 Operating (loss)/profit              (9,415)          (2,413)                          -                 (2,500)      (2,832)                  (17,160)
 Finance income                       75               -                                -                 2,213        (6)                      2,282
 Finance costs                        (450)            -                                -                 (60)         6                        (504)
 (Loss) on sale of subsidiary                                                                             -            (11,160)                 (11,160)
 Share of result of associate         -                -                                (352)             -            -                        (352)
 (Loss)/profit before tax             (9,790)          (2,413)                          (352)             (347)        (13,992)                 (26,894)
 Income tax                           19               (11)                             -                 187          -                        195
 (Loss)/profit for the year           (9,771)          (2,424)                          (352)             (160)        (13,992)                 (26,699)
 Segment assets and liabilities
 Total assets                         40,456           173                              -                 31,675       -                        72,304
 Total liabilities                    (8,039)          (1,013)                          -                 (9,310)      -                        (18,362)
 Total net assets                     32,417           (840)                            -                 22,365       -                        53,942

 

5.   Discontinued Operations

Within the year ended 30 September 2023 two businesses were sold and have been
classified as Discontinued Operations under IFRS 5. These are River and
Mercantile Asset Management LLC and Rize ETF Limited. For full details of
these disposals and their impact the year ended 30(th) September 2023 please
refer to the full 2023 financial statements, note 6.

For the period ended 30 March 2024 (and its comparative period) the
Infrastructure business has also been classified as a discontinued asset.

6.   Other Income

                                                       RESTATED Unaudited  Audited

                                           Unaudited    31 March 2023      30September

                                           31 March    £'000               2023

                                           2024                            £'000

                                           £'000
 Interest on loan notes held in associate  1,193       1,075               2,214
 Other income                              -           -                   107
 Total other income                        1,193       1,075               2,321

 

 

Interest on loan notes held in associate

As set out in the full 2023 financial statements of the Group; the Group has
acquired a 30% equity interest in Parmenion Capital Partners LLP via a
corporate entity, Shillay TopCo Limited. A large part of the Group's total
investment is held by way of loan notes.

During the financial year the Group recognised £1,193,000 of interest on
those loan notes and this is reflected in other income.

Prior Year Restatement

Interest on loan notes held for the year ended 30 September 2022 has been
restated. The income previously presented was £1,977,000. This was equal to
the interest earned and received in cash by Shillay TopCo Limited in the year.
The Directors have restated this figure to reflect accrued interest earned but
not received.

The impact of this restatement is an additional £713,000 which has been
recognised in the prior year relating to interest accrued for, but which had
not yet been received in either cash or payment in kind loan notes. This has
had the effect of increasing profit and investments in associates by £713,000
for the 2022 year.

As at 30 September 2023 interest is fully accrued up to that date. The
restatement has not affected the full year 2023 figures but has reduced the
profit shown in the period to 31 March 2023 shown in the prior year interim
statements by this amount.

7.   Administrative expenses and exceptional items

Included with administrative expenses are exceptional items as shown below:

                                                              Unaudited         Audited

                                                  Unaudited    31 March 2023    30September

                                                  31 March    £'000             2023

                                                  2024                          £'000

                                                  £'000
 Restructuring costs                              967         1,197             2,967
 Provision against doubtful debt                  -           -                 1,467
 Costs of re-admission to AIM                     -           -                 -
 Exceptional items                                967         1,197             4,434
 Acquisition costs                                -           197               152
 Disposal Costs Rize and LLC                      -           -                 201
 Share-based payment expense and social security  279         -                 104
 Other administrative expenses                    9,639       12,627            24,645
 Total administrative expenses                    10,885      14,021            29,536

 

Restructuring costs include, salaries of employees being made redundant from
the point of notice of redundancy, severance costs, costs associated with the
implementation of the new target operating model and guaranteed bonuses
awarded by River and Mercantile Group PLC ("RMG") prior to its acquisition
(the final tranche of these bonuses will vest in January 2024). The provision
against doubtful debt is against the receivables due from the Partners of the
Infrastructure business, repayable through future profits.

 

A further breakdown of administrative costs has been provided below to show
staff costs, amortisation and depreciation:

                                            Unaudited         Audited

                                Unaudited    31 March 2023    30September

                                31 March    £'000             2023

                                2024                          £'000

                                £'000
 Staff costs                    4,505       7,742             15,429
 Amortisation and depreciation  330         589               684
 Other administrative costs     6,050       5,690             13,423
 Total administrative expenses  10,885      14,021            29,536

8.   Other Gains and Losses

                                                                 Unaudited         Audited

                                                     Unaudited    31 March 2023    30September

                                                     31 March    £'000             2023

                                                     2024                          £'000

                                                     £'000
 (Reduction) in fair value of asset held for resale  (5)         -                 -
 Gain on disposal of fair value investments          159         -                 122
                                                     154         -                 122

9.   Finance income

 Finance income from continuing operations was:              Unaudited         Audited

                                                 Unaudited    31 March 2023    30September

                                                 31 March    £'000             2023

                                                 2024                          £'000

                                                 £'000
 Interest income                                 62          2                 74
                                                 62          2                 74

 

10.      Income Tax

                                                           Unaudited         Audited

                                               Unaudited    31 March 2023    30September

                                               31 March    £'000             2023

                                               2024                          £'000

                                               £'000
 Current tax
 Current tax on (loss)/profits for the period  -           (16)              11
 Total current tax expense/(credit)            -           (16)              11
 Deferred tax
 Continuing operations                         (154)       (132)             (199)
 Discontinued operations                       -           -                 (7)
 Total deferred tax (credit)/expense           (154)       (132)             (206)
 Income tax (credit)/expense                   (154)       (148)             (195)

 

11.      Loss & earnings per share

In August 2023 the Company effected a 10 for 1 share split. The prior period
share numbers and EPS have been adjusted for this.

Basic

Basic earnings per share is calculated by dividing the (loss)/profit
attributable to owners of the parent by the weighted average number of
Ordinary Shares in issue during the year. The weighted average number of
shares is calculated by reference to the length of time shares are in issue
taking into account the issue date of new shares and any buybacks. The prior
year has been restated to split out continuing and discontinued operations.

                                                                                          Unaudited         Audited

                                                                             Unaudited     31 March 2023    30September

                                                                             31 March     £'000             2023

                                                                             2024                           £'000

                                                                             £'000
 (Loss)/profit from continuing operations - £000                             (2,463)      (5,544)           (12,707)
 (Loss)/profit from discontinued operations - £000                           (518)        (8,971)           (13,992)
 Total (loss) attributable to owners of the parent                           (2,981)      (14,515)          (26,699)
 Weighted average number of ordinary shares in issue post share split - no.  142,962,114  139,527,780       140,364,398
 Basic earnings per share from continuing operations - pence                 (1.72)       (3.97)            (9.06)
 Basic earnings per share from discontinued operations - pence               (0.36)       (6.43)            (9.98)
 Total basic earnings per share                                              (2.08)       (10.40)           (19.04)

 

Diluted

Diluted earnings per share is calculated by adjusting the weighted average
number of Ordinary Shares in issue assuming conversion of all dilutive
potential Ordinary Shares.

                                                                                          Unaudited         Audited

                                                                             Unaudited     31 March 2023    30September

                                                                             31 March     £'000             2023

                                                                             2024                           £'000

                                                                             £'000
 (Loss)/profit from continuing operations - £000                             (2,463)      (5,544)           (12,707)
 (Loss)/profit from discontinued operations - £000                           (518)        (8,971)           (13,992)
 Total (loss) attributable to owners of the parent                           (2,981)      (14,515)          (26,699)
 Weighted average number of ordinary shares in issue post share split - no.  142,962,114  139,527,780       140,364,398
 Diluted earnings per share from continuing operations - pence               (1.72)       (3.97)            (9.06)
 Diluted earnings per share from discontinued operations - pence             (0.36)       (6.43)            (9.98)
 Total diluted earnings per share                                            (2.08)       (10.04)           (19.04)

 

12.      Business Combination

Summary of acquisitions

 

SVM

On 31 October 2022 AssetCo plc announced the completion of the acquisition of
the entire share capital and 100% voting rights of SVM Asset Management
Holdings Limited ("SVM"). SVM is an active equities fund management Group
based in Edinburgh.

ODAM

On 2 October 2023 the Group completed the acquisition of ODAM. The purchase
was for 100% of the shares and voting rights of the Company. The acquisition
is earnings enhancing for the Group and it is anticipated that further
synergies will be achievable due to further integration of the business in
order to capitalise on the existing operating model of the Group.

Details of the purchase consideration are as follows:

                                         ODAM

                                         £'000
 Cash paid                               2,464
 Shares paid                             556
 Deferred shares (paid 30 January 2024)  556
 Total consideration                     3,576

 

The consideration was satisfied by the delivery of 1,464,129 ordinary shares
of £0.01 each in the capital of the Company satisfied from shares held in
treasury and £2.46m in cash (£1.82m net of cash within the business). A
final 1,464,129 Ordinary Shares of the Company, again satisfied from shares
held in treasury, were delivered on 30 January 2024. The total paid for the
ODAM business was therefore 2,928,258 Ordinary Shares, funded from treasury,
and £2.46m in cash (£1.82m net of cash within the business). Using a share
price of 38p (being the opening price on the date of Completion) this would
represents a fair value paid of £3,576,000.

The fair value of assets and liabilities recognised as a result of the
acquisition are as follows:

                                                 ODAM

                                                 £'000
 Cash                                            642
 Trade and other receivables                     211
 Plant and equipment                             2
 Trade payables                                  (76)
 Other payables                                  (111)
 Total net assets recognised on acquisition      668

 Fair value adjustments
 Intangible assets: customer relationships       3,600
 Deferred tax liability                          (900)
 Net identifiable assets/(liabilities) acquired  2,700
 Goodwill                                        208
 Net assets acquired                             3,576

 

Acquired receivables

The fair value of acquired trade and other receivables was £211,000,
primarily made up of accrued income. No loss allowance was recognised on
acquisition.

Management contracts

The initial recognition of the management contract held by Ocean Dial was
calculated based on a Multi-period Excess Earnings Method ("MEEM"), estimating
a useful life of 12 years for the contract. Management developed a cash flow
forecast based on expectations from the year of acquisition making use of
historical analysis and management experience in the industry. Revenue growth
was estimated on a conservative basis of 2% per Annum offset by a biennial AuM
redemption of incrementally larger severity over the years (increasing from
2.5% to 30% redemptions by 2035) representing the shareholders biennial
continuation vote; based on management experience, historical analysis of
previous voting results and increased probability of redemptions over time. An
assumed weighted average cost of capital of 19% was applied, a premium
relative to the wider Group's business reflecting the size and equity risk
premium associated with the Ocean Dial Business. A deferred tax liability has
been recognised in respect of this asset.

Intangible assets in relation to non-contracted relationships

If customer relationships are to be recognised IFRS 3 requires that they must
stem from contractual or legal rights or are capable of being separable.
Despite being an important driver of value, customer relationships with end
investors and intermediaries are neither contractual nor separable and so no
value has been ascribed to these relationships.

In addition, it should be noted that other non-contractual assets which reside
within Goodwill include inherited value of the incumbent workforce and future
strategic value including the potential to manage additional funds utilising
the acquired capabilities.

Revenue and profit contribution

The business was accounted for from the date of acquisition (2(nd) October
2023). This is the first working day of the financial year of the Group and
consequently the revenue and operating results of the Group would have been
unaffected by accounting for the acquisition from 1(st) October 2023. Revenue
for the 6 months ended 31 March 2024 was £945,000 and contributing £441,000
to the profit before tax of the Group.

Purchase consideration - cash outflow

Outflow of cash to acquire subsidiaries, net of cash acquired

                                                      2023

                                                      £'000
 Cash consideration                                   2,464
 Less: balances acquired                              (642)
 Net (inflow)/outflow of cash - investing activities  1,822

 

Acquisition-related costs

Directly attributable acquisition related costs for ODAM were £25,000
including those not directly attributable to the issue of shares. Incidental
costs are included in administrative expenses in the statement of profit or
loss.

 

13.      Reconcilliation of losses and profits before tax to net cash
inflow from operations

                                                               Unaudited         Audited

                                                   Unaudited   Restated          30September

                                                   31 March     31 March 2023    2023

                                                   2024        £'000             £'000

                                                   £'000
 (Loss)/profit for the year before taxation        (2,617)     (5,692)           (12,902)
 Share-based payments                              -           -
 -- in respect of LTIP                             -           -                 -
 Cash effect of LTIP                               -           -                 -
 Share of (loss) / profits of associate            -           (266)             352
 Interest received from associate                  -           (1,076)           (2,213)
 Increase in investments                           (4,794)     (7)               -
 Reduction in fair value of investments            4           -                 -
 Gain on disposal of fair value investments                    -                 -
 Impairment of investments                                     -                 -
 Proceeds of asset held for resale                             -                 -
 Bargain purchase                                  -           -                 -
 Depreciation                                      14          14                28
 Amortisation of intangible assets                 320         386               665
 Amortisation of right-of-use assets               486         431               860
 Finance costs                                     67          136               510
 Movement in foreign exchange                      -           -                 (76)
 Finance income                                    (62)        (2)               (74)
 Provision against doubtful debt                   -           1,718             1,467
 Dividends from investment held at fair value                  -                 -
 Decrease in receivables                           832         612               3,841
 (Decrease)/increase in payables                   (5,870)     (3,382)           (3,659)
 Cash (outflow)/inflow from continuing operations  (11,620)    (7,128)           (11,201)

14.      Post Balance Sheet Events

Sale of Interest in River and Mercantile Infrastructure LLP ("RMI")

On 6 October 2023 the Group announced it had reached an agreement in principle
to transfer its interest in RMI to the partners of RMI, which would then
continue to operate outside the Group. Subsequent dialogue with the partners
of RMI and investors in the fund advised by RMI identified a different route
forward whereby the fund continued to be appropriately advised by a third
party and the partners of RMI established a business outside the AssetCo
Group. The transaction to effect this completed on 21 May 2024 with the result
that AssetCo and River Group have now exited the Infrastructure business and
RMI has effectively ceased operations.

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.   END  IR UBUARSOUNUUR

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