TIDMCIN
RNS Number : 5174Y
City of London Group PLC
07 September 2022
7 September 2022
City of London Group plc
("COLG" or the "Company" or the "Group")
Final results
The Company announces its audited final results for the year
ended 31 March 2022.
Business highlights
-- Recognise Bank fully licensed in September 2021
Recognise Bank achieved its objective of becoming a fully
authorised bank in September 2021, allowing it to accept savings
deposits.
-- GBP100 million lending target met
Recognise Bank hit its target of lending GBP100m to British
businesses by the year end, just over six months after achieving
full authorisation. This came from a pipeline of GBP1bn in lending
proposals, evidence of the pent-up demand from SMEs.
-- Personal savings products generated GBP95m in deposits at 31 March 2022
Recognise Bank's saving products, which were first launched two
days after receiving full authorisation in September 2021, proved
popular with savers, including the market leading 5-year Fixed Rate
account and 95 Day Notice account.
-- Award winning technology and innovation
Recognise Bank's digitally enabled relationship banking model
won the top honour in the Fintech Finance Awards 2021, 'Wow! We can
build a bank!', in partnership with Mambu, Recognise Bank's cloud
banking provider. It was also named 'Best SME Bank 2021' in the SME
News Finance Awards.
-- Successful cash raises support Recognise Bank growth
The Company raised GBP12.6m before expenses during the year from
shareholders, including two of its major shareholders. Since the
year end, these two shareholders have continued their support by
investing a further GBP6.5m cash in the Company. The net proceeds,
together with funds generated from the sale of non-core businesses
and internally, have been invested in Recognise Bank to support its
growth and investment in technology.
Financial highlights
GBP13.3m loss: Loss before tax after crediting profit of GBP0.3m
from discontinued operations (2021: loss before tax GBP12.6m after
absorbing costs of GBP2.5m from discontinued operations)
GBP101.1m: Loan book at 31 March 2022 (2021: GBP18.0m)
GBP95.0m: Deposits with Recognise Bank at 31 March 2022 (2021:
GBP2k)
Philip Jenks, Chair of COLG, commented:
"This has been a defining year for the Company and its principal
subsidiary, Recognise Bank. Our vison for creating a new kind of
digital bank for the UK's 5.5 million small businesses has been
realised with Recognise Bank achieving fully authorised status in
September 2021. Recognise Bank built on this success during the
rest of the year, and, by 31 March 2022, it had successfully loaned
GBP100m to UK SME businesses and had attracted GBP95m in personal
savings deposits.
"These considerable achievements are in line with the Group's
strategy that was set when Recognise Bank began its journey towards
a banking licence over four years ago. However, the banking sector
has changed significantly since then, and Recognise Bank has taken
steps to accelerate its digital capability with the creation of an
Innovation Hub, which will build on the Bank's existing technology
infrastructure to develop new and improved products and services to
meet the needs of growing UK businesses, now and in the future.
"We have benefited from the continuing support of two of our
cornerstone investors who subscribed GBP11.35m in September 2021
and invested a further GBP6.5m in cash in May 2022 following the
exercise of warrants they had received in September 2021.
"The SME business sector that Recognise Bank supports is facing
significant challenges in the current economic climate, which is
why growing businesses need skilled, supportive lenders more than
ever. With Recognise Bank's detailed understanding of SMEs and
their financial needs, together with its expanding digital
capability and no legacy book, the Bank is well-placed, under the
leadership of recently appointed CEO, Jean Murphy, to pursue a
strategy of growth and innovation to create new and innovative
lending propositions for the SME sector."
LEI: 2138003UW63TMQ5ZFD85
For further information, please contact:
Enquiries
City of London Group Plc +44 (0)20 3988 6504
David Jenkins (Group Finance Director)
Georgina Behrens (Group Counsel)
Georgina.Behrens@recognisebank.co.uk
Shore Capital (Nominated Adviser and
Broker)
Tom Griffiths
Guy Wiehahn
Iain Sexton +44 (0)20 7408 4090
For media enquiries, please contact:
Paul Beadle, Head of Communications,
Recognise Bank +44 (0)7801 105001
Paul.Beadle@recognisebank.co.uk
This announcement has been approved on behalf of the board by
Philip Jenks, Chair on 6 September 2022.
Copies of this announcement are available on the Company's
website www.cityoflondongroup.com
Notes to Editors:
City of London Group Plc is quoted on AIM (TIDM: CIN) and is the
parent company of Recognise Bank which focuses on serving the UK
SME market. Recognise Bank is continuing its development as a
digital bank through its recently created Innovation Hub which will
develop new and improved products and services to meet the needs of
growing UK businesses.
www.cityoflondongroup.com
Chair's statement
This has been a defining year for the City of London Group.
Over the last 12 months, our vision for creating a new kind of
bank for the UK's 5.5 million small businesses has been realised
with Recognise Bank achieving fully authorised status in September
2021.
Achieving full authorisation was pivotal for Recognise Bank
which then built on this success during the rest of the year.
Within a little more than six months, the Bank had successfully
loaned GBP100m to UK SME businesses. Furthermore, having launched
its first range of personal savings accounts within two days of
becoming fully authorised, Recognise Bank had attracted GBP95m in
personal savings deposits by the end of March.
These considerable achievements are in line with the Group's
strategy that was set when Recognise Bank began its journey towards
a banking licence over four years ago. However, the banking sector
has changed significantly since then, and this year we signalled
our intention to accelerate Recognise Bank's digital capability
with the creation of an Innovation Hub, which will build on the
Bank's existing technology infrastructure to develop new and
existing products and services and create new revenue streams.
Capital and resources within Recognise Bank have been
reallocated to support the creation of the Innovation Hub. As we
move forward, I am confident we continue to have the right level of
expertise and experience across all areas to ensure Recognise Bank
will grow and thrive.
It is also pleasing to report that simplification of Group
businesses in line with our strategy progressed during the year,
with the divestment of non-core businesses being completed on the
sale of Milton Homes in March. With all new lending now being
delivered through Recognise Bank, the run-off of the loan and lease
portfolios of our pre-existing lending businesses continued during
the year. Funds generated from the sale of Milton Homes and the
run-off of existing loan portfolios have been reinvested in the
Bank to provide capital to support business development and
technology investment.
Two of our cornerstone investors, Parasol V27 Limited and Max
Barney Investments Limited, demonstrated their commitment and
support when they subscribed, in aggregate, GBP11.35m in September
2021 and invested a further GBP6.5m in cash in May 2022 following
exercise of the warrants they received in September 2021.
Governance
As Group activities have focused increasingly on Recognise Bank,
the Board has sought to simplify the Group's governance
arrangements. The operation of the boards of the Company and
Recognise Bank has been streamlined as your directors are either
non-executive directors or observers on the board of Recognise
Bank. I am Chair of both companies.
At the executive level, the responsibilities of the Chief
Financial Officer, Chief Risk Officer, Chief People Officer and
Chief Technology Officer of Recognise Bank already extend across
the Group. The Board resolved not to appoint a new Chief Executive
Officer, following Michael Goldstein's resignation in March 2022.
Instead, Jean Murphy, the recently appointed Chief Executive
Officer of Recognise Bank, is extending her managerial
responsibilities to the Company and David Jenkins, Chief Financial
Officer, is providing additional managerial input as required.
AGM matters
The Board is seeking authority at the AGM to disapply
pre-emption rights and allow it to issue up to 11,943,064 new
shares, equivalent to approximately 10% of the capital of the
Company in issue.
The Board does not recommend payment of a dividend.
Management changes
Michael Goldstein
Michael Goldstein stepped down from his role as Chief Executive
Officer of the Company in March. Michael was instrumental in
creating the environment in which the strategy to create a new SME
bank for the UK could flourish, of course resulting in Recognise
Bank.
On behalf of the Board, I want to thank Michael for his
leadership and his commitment to realising the Recognise Bank
vision he helped to create. We all wish him well for the
future.
Jason Oakley
Jason Oakley, one of the co-founders of Recognise Bank, stepped
down from his role as Chief Executive Officer of Recognise Bank in
March 2022. Jason's drive helped to create Recognise Bank and
ultimately enable it to achieve fully authorised status. On behalf
of the Board, I would like to thank Jason for all his hard work and
dedication over the last five years and wish him well for the
future.
Jean Murphy
I am delighted to announce that Jean Murphy was appointed as the
new Chief Executive Officer for Recognise Bank on 4 August 2022.
Jean brings to the role experience of banking and capital markets,
both of which are important to the Bank's future investment.
Recognise Bank will also benefit from her entrepreneurial approach
as she has previously built successful businesses.
Bryce Glover, who acted as Interim CEO prior to her appointment,
continues as the Deputy CEO of Recognise Bank.
Environmental and sustainability matters
The Group is committed to ensuring its business promotes and
supports positive environmental and sustainability goals. ln our
Climate change section in the Annual Report, we summarise work
already done on developing our lending risk assessment processes
and on further work that is in progress.
We are conscious of our own responsibilities in this area and
are in the process of setting internal targets to reduce energy
consumption across the Group.
Outlook
While I remain confident of a positive future and continued
growth for the Group, it is important to acknowledge we are in a
period where many factors are making the future economic outlook,
both in the UK and abroad, complex and difficult to predict.
The war in Ukraine has impacted the global economy, which in
turn creates pressures here at home, such as rising energy costs,
raw material and transport costs, alongside price increases for
consumers who are facing their own financial challenges. Rising
inflation and interest rates create a scenario not witnessed in the
UK for many years.
The SME business sector that Recognise Bank supports remains
strong and sentiment remains positive. The sector has initially
recovered well from the COVID-19 pandemic, as companies take the
opportunity to embrace different business practices or enter new
markets. But challenges remain, both in terms of day-to-day
operations and future investment plans. Lenders supporting this
sector must be balanced in acknowledging the risks as well as the
potential in the companies they support, and the funding deals they
agree.
Recognise Bank's experienced management and workforce mean it
will be able to navigate these challenges and continue lending.
Moreover, with its detailed understanding of SMEs and their
financial needs, together with its expanding digital capability and
no legacy book, the Bank is well-placed to create new and
innovative lending solutions for ambitious and successful
companies.
I would like to put on record my appreciation of the hard work
of all the team and constant support from our major shareholders
and the commitment of my colleagues.
Philip Jenks
Chair
6 September 2022
Strategic report
The Company's banking subsidiary, Recognise Bank, traded as a
bank throughout the year ended 31 March 2022. After receiving a
full UK banking licence in September 2021, Recognise Bank was able
to accept savings deposits, and expanded its activities
significantly in the second half of the year. With all new lending
being made through Recognise Bank, the Group's other lending
companies continued to run-off their existing portfolios, with the
Property & Funding Solutions Ltd ("PFS") run-off being
completed by the year end. The divestment of the Group's two
non-core businesses was completed during the year. Acorn to Oaks
Financial Services Limited was sold on 1 April 2021 and the sale of
Milton Homes Limited was completed on 10 March 2022 after
regulatory approval for the change in control had been received.
Under the Milton Homes sale agreement, all profits earned after 31
March 2021 were retained by Milton Homes for the benefit of the
purchaser.
A review of each business is included below.
Financial summary
The consolidated results before tax of the businesses in the
Group are shown below:
2022 2021
GBP'000 GBP'000
(note (a))
----------------------------------------------------------- -------- ----------
Banking activities (12,444) (7,812)
Loan, lease and professions financing
Asset based finance, commercial and
professional loans 341 (297)
Property bridging finance 308 109
Other (14) (7)
Holding company (1,836) (2,112)
----------------------------------------------------------- -------- ----------
Loss before tax from continuing operations (13,645) (10,119)
Profit/(loss) before tax from discontinued
operations (b) 360 (2,528)
----------------------------------------------------------- -------- ----------
(13,285) (12,647)
----------------------------------------------------------- -------- ----------
(a) Prior year figures have been reclassified within the Financial
summary: the results previously reported are unchanged (note
1).
(b) Includes reduction of GBP320,000 in impairment loss on disposal
(2021: impairment loss of GBP6,657,000 on remeasurement of assets
on transfer to disposal groups).
On a consolidated basis the key performance indicators for the
Group are:
2022 2021
GBP'000 GBP'000
----------------------------------------------------------- -------- ----------
Loan book at year end 101,054 17,996
----------------------------------------------------------- -------- ----------
Deposits with Recognise Bank at year end 94,994 2
----------------------------------------------------------- -------- ----------
The results for the year reflect the transition of the Group in
line with its core strategy. The Group's commercial activities are
now undertaken through Recognise Bank, which was able to expand its
activities significantly in the second half of the year after
receiving a full UK banking licence in September 2021. Recognise
Bank lent GBP100m of commercial loans in the period to 31 March
2022.
Recognise Bank's loss of GBP12,444,000 reflects the costs
incurred in developing the business over the year and is in line
with the Board's expectations.
As a consequence of setting up the Innovation Hub, Recognise
Bank has reallocated resources within the business over the medium
term and realigned some of its activities, with a resulting
reduction in headcount. As the Bank continues to pursue its
business plan, we will see overall headcount increase.
The run-off of the existing loan and lease portfolios of PFS and
CAML/PFL continued smoothly during the year, with both businesses
reporting profits. The run-off of the PFS portfolio was completed
in March 2022 with the final loan being novated to Recognise Bank.
The results of CAML/PFL reflect the release of existing provisions
carried under IFRS 9.
The holding company's results include AIM listing and other head
office costs.
The 2021 Group results included an impairment loss of
GBP6,543,000 on the remeasurement of assets when Milton Homes was
reclassified as a business held for sale with an estimated fair
value, net of disposal costs, of GBP8,450,000. The net amount
realised on completion of the sale in March 2022 was GBP8,770,000
and, accordingly, the results for this year include a credit of
GBP320,000.
Current activities
Recognise Bank is continuing to develop its business in line
with its business plan and is monitoring closely the effect of both
the war in Ukraine and UK economic pressures on its SME customers.
The additional capital invested in Recognise Bank by COLG this year
will support development, including that of the Innovation Hub, and
growing the lending book.
Since the year-end, Recognise Bank has launched its Business
Savings range of accounts, which has proved to be popular with
SMEs. lnterest rates offered to both business and personal savers
remain attractive as these have been increased following increases
in the Bank of England base rate. The Bank had deposits of GBP100m
at 30 June 2022, in large part due to these two factors.
Following its establishment in March, the Innovation Hub is in
the process of developing its first new products and processes for
delivery and implementation in the second half of the year. To
support the Innovation Hub, recruitment of expertise is in progress
and new supplier relationships are being put in place.
Review of the businesses
Recognise Bank Limited ("Recognise Bank") - Bank focused on UK
SME market
(a) Business review
It was a major achievement for Recognise Bank to become a fully
authorised UK bank in September 2021 within ten months of receiving
Approval with Restrictions (AwR). It shows the strength and
determination of Recognise Bank's management team to deliver on its
strategy within the timescales it had set, against the backdrop of
a challenging economic environment.
Little more than six months after full authorisation, Recognise
Bank achieved the milestone of making GBP100m of commercial loans
and receiving GBP95m in savings deposits.
This was proof that Recognise Bank's digitally enabled
relationship banking model is needed by a sector still recovering
from the impact of the coronavirus pandemic. While many mainstream
banks continued to underserve the SME market, either focusing only
on big-ticket loans for larger businesses or forcing their smaller
customers to apply for funding via faceless call centres or
algorithm-driven online forms, Recognise Bank built relationships
with over 60 commercial finance brokers, generating over GBP1
billion in lending requests over the period.
These relationships give Recognise Bank an insight into the
shifting needs of commercial borrowers, driving product innovation
and expanding the lending proposition beyond the initial line-up of
commercial property loans, working capital loans and bridging
loans. In November 2021, Recognise Bank launched an innovative
Professional Buy-to-Let (PBTL) loan designed for experienced
property owners and investors.
This new product was created to support the growing number of
professional landlords who need a lender that understands the
complex nature of property investment, as well as having the
flexibility to support the acquisition and re-finance of portfolios
containing different property types. As regulation in the
buy-to-let sector increases, with far-reaching changes to the
Government's Energy Performance Certification (EPC) regime, and tax
benefits are reduced, we believe the market will become ever more
professional as it becomes far less appealing to smaller landlords.
Property investors will need the support of experienced lenders who
not only appreciate their funding needs, but also the fast-changing
private rental sector, for both residential and commercial
properties.
These factors are ushering in a quiet revolution in property and
property finance, and the successful lenders will be those that
offer their customers added-value services, as well as
cost-effective lending. Anticipating this, and demonstrating its
insight and innovation, Recognise Bank partnered with property-tech
pioneer Rent Chief to provide buy-to-let borrowers and PBTL
customers with a number of digital tools.
Available on the Recognise Bank website, these tools help
property investors research the locations and types of property
they are considering acquiring, providing real-time access to
property prices and rental incomes, as well as forecasting rental
yields and return on investment
However, Recognise Bank is not just a lender. After receiving
full approval from the Prudential Regulation Authority (PRA) and
the removal of deposit restrictions in September 2021, Recognise
Bank unveiled a range of personal savings accounts two days later.
A number of Recognise Bank's new products topped the best buy
tables in an extremely competitive savings market.
The 95 Day Notice Account proved particularly popular with
savers searching for a decent return on their money without having
to lock their cash away for months or years. When the Bank of
England finally increased the Base Rate in December 2021 after
years of low interest rates, Recognise Bank passed the rise on in
full to its variable rate savers.
This helped the Bank build a strong presence with savers, the
media and commentators in a busy savings marketplace which is often
notable for new entrants offering headline grabbing rates for a
short period of time.
By the end of the financial year, Recognise Bank had attracted
GBP95m in personal savings deposits. Recognise Bank's focus on
savings products continued with the introduction of a range of
Business Savings products in early April 2022. At a time when many
big banks were paying their business savings customers as little as
0.01% AER, Recognise Bank offered SMEs better value, competitive
rates and straightforward management of their business savings
accounts.
Recognise Bank's lending success is a testament to its
technology infrastructure, combining the very best of cutting edge
fintech partners like Mambu and nCino. This enables Recognise Bank
to be flexible, developing new services and quickly responding to
the changing needs of SME customers.
Building on this capability, Recognise Bank announced in March
the creation of what has been initially dubbed the "Innovation Hub"
or the "Hub" - a new environment designed to accelerate the Bank's
digital capability and drive innovation. The Hub will help develop
new and improved products and services for new and existing
customers, as well as helping to deliver cost efficiencies.
Importantly, the Hub will operate as a technology "greenhouse" to
research and develop brand new revenue streams for Recognise
Bank.
Overseen by Recognise Bank's Chief Technology Officer (CTO), the
Hub will be home to Recognise Bank's own technologists, as well as
having strategic partnerships with accelerators and start-ups and
with leading tech consultancies and development firms. Recruitment
is well underway, bringing new talent and creative thinking to the
Bank.
The last 12 months also saw the handing over of the baton of a
driving force in the Recognise Bank journey so far. After nearly
five years at the helm, co-founder Jason Oakley stepped down as CEO
in March 2022, having successfully led Recognise Bank to full
authorisation status. His fellow co-founder and former Deputy CEO,
Bryce Glover, acted as Interim CEO until Jean Murphy was appointed
as the new CEO on 4 August 2022.
(b) Financial review
GBP'000 2022 2021
------------------------ --------- --------
Total operating income 1,240 44
Loss before tax (12,444) (7,812)
------------------------ --------- --------
The loss, which is in line with the Board's expectations,
reflects the expansion in Recognise Bank's level of activities over
the year. The executive team continues to monitor costs and the
timing of expenditure carefully, as it has done throughout this
journey.
A further GBP22.95m was invested by COLG in Recognise Bank
during the year to facilitate Recognise Bank's development by
increasing its capital base to support lending activities. Having
met the technical conditions set by the PRA to exit mobilisation in
June 2021, full authorisation as a bank was granted in September
2021 after capital adequacy conditions had been met. As explained
in the business review, Recognise Bank took advantage of the
opportunities this afforded to the business and, by 31 March 2022,
it had made GBP100m of commercial loans and customer deposits had
reached GBP95m.
Recognise Bank is continuing to work to develop its business in
line with its strategy and business plan, having a regional
presence in the North West, Yorkshire, the Midlands and the South.
It does not have the potential problems associated with a legacy
loan book and hence can concentrate on meeting the needs of its SME
customers and building a quality loan portfolio.
Other lending businesses - in run-off
(a) Business review
Prior to the decision by the Board in March 2020 to place all
new lending through Recognise Bank, PFS provided short-term
property bridging and development finance to commercial customers.
CAML was a business to business provider of debt finance to UK
SMEs, providing asset backed finance and commercial loans to SMEs
and, through PFL, loans to professional practice firms.
Both businesses began the run-off of their existing loan
portfolios at the start of the pandemic in March 2020 which has
continued in line with expectations from that date. The run-off of
the PFS loan portfolio was completed during the year while the
weighted average period to maturity of the CAML and PFL portfolios
was eighteen months at the year-end. A review of the financial
performance of each business in the year is given below.
(b) Financial reviews
Credit Asset Management Limited ("CAML") and Professions Funding
Limited ("PFL")
GBP'000 2022 2021
--------------------------- ---- -----
Total operating income 282 745
Profit/ (loss) before tax 341 (297)
--------------------------- ---- -----
CAML and PFL made a profit before tax of GBP341k (2021: loss of
GBP297k). Total operating income has reduced significantly as the
run-off of the loan and lease portfolios continues.
Although the effects of COVID-19 and repeated lockdown
restrictions on the UK economy were more prolonged and severe than
initially expected, the resilience of the CAML and PFL loan and
lease portfolios is such that it was possible to release provisions
of GBP454k during the year while retaining provisions that allow
for possible increases in future defaults due to pressures on SMEs
arising from the war in Ukraine, as well as from the COVID-19
pandemic.
CAML and PFL maintained scheduled repayments on block funding
facilities during the year. The size of the portfolio (the current
net investment in the loans/leases provided to customers) decreased
from GBP6.1m to GBP2.3m over the year.
Property & Funding Solutions Ltd ("PFS")
GBP'000 2022 2021
------------------------ ----- ---------
Total operating income 316 700
Profit before tax 308 109
------------------------ ----- ---------
PFS, which had a loan book of GBP5.74m at 31 March 2021,
completed the run-off of its portfolio during the year.
It is no longer trading and will be dissolved in due course.
COLG
During the year, COLG invested a further GBP22.95m in Recognise
Bank to support its ongoing development. Some 50% of the funds came
from shareholders in the September 2021 fundraising while the
balance was generated from the sale of Milton Homes and the CAML
and PFL loan portfolios as they matured.
The fundraising in September 2021 raised GBP12.6m before
expenses with 20.93m shares being issued. Shareholders subscribing
for the new shares also received warrants on the basis of one
warrant for every two shares subscribed for: warrant holders are
entitled to subscribe for ordinary shares at 69p each within three
years from their date of issue.
The Group has divested itself of its two non-core businesses
following the sales of Acorn to Oaks Financial Services Limited and
Milton Homes Limited. The former was sold on 1 April 2021 while the
sale of the latter, announced on 3 September 2021, was completed on
10 March 2022 after the FCA had approved the change in control.
Under the sale agreement for Milton Homes Limited, profits arising
after 31 March 2021 were retained in Milton Homes for the benefit
of the purchaser. The Company received cash of GBP9.0m in September
2021 on repayment of the Milton Homes Deep Discount Bonds and
GBP0.25m on completion for the shares.
Following the Group's move to new offices in June 2022 and the
expiry of the lease of the Company's office at The Royal Exchange,
COLG will no longer provide shared property services to group
companies as the new lease is held by Recognise Bank.
Consolidated income statement
for the year ended 31 March 2022
2022 2021
GBP'000 GBP'000
Notes (note (a))
---------------------------------------------- ------- --------- -------------
Interest income 2,897 1,900
Interest expense (1,088) (614)
---------------------------------------------- ------- --------- -------------
Net interest income 5 1,809 1,286
---------------------------------------------- ------- --------- -------------
Fee and commission income 52 179
Fee and commission expense (23) (12)
---------------------------------------------- ------- --------- -------------
Net fees and commission 29 167
---------------------------------------------- ------- --------- -------------
Total operating income 1,838 1,453
---------------------------------------------- ------- --------- -------------
Operating expenses
Staff costs (9,658) (7,674)
Other operating expenses 6 (5,482) (3,329)
Finance expense (19) (36)
Depreciation and amortisation (629) (395)
Net impairment gain/ (loss) on financial
assets 305 (138)
---------------------------------------------- ------- --------- -------------
Loss from continuing operations (13,645) (10,119)
Profit/(loss) for the year from discontinued
operations 8 360 (2,760)
Tax charge for the year 9 - -
---------------------------------------------- ------- --------- -------------
Loss after tax (13,285) (12,879)
Other comprehensive income 1 -
Total comprehensive loss for the
financial year, attributable to equity
shareholders (13,284) (12,879)
---------------------------------------------- ------- --------- -------------
Basic and diluted earnings per share
attributable to owners of the parent 2
Continuing operations (14.84)p (16.84)p
Discontinued operations 0.40p (4.59)p
Total (14.44)p (21.43)p
---------------------------------------------- ------- --------- -------------
(a) Prior year figures have been reclassified within the
consolidated income statement: the results previously reported are
unchanged (see note 1)
(b) The loss in each year is wholly attributable to the owners
of the parent.
Consolidated statement of comprehensive income
for the year ended 31 March 2022
2022 2021
GBP'000 GBP'000
======================================================= ======== ==========
Loss for the year from continuing operations (13,645) (10,119)
Profit/(loss) for the year from discontinued
operations 360 (2,760)
======================================================= ======== ==========
Total loss for the year (13,285) (12,879)
======================================================= ======== ==========
Other comprehensive expense from continuing
operations
Item that will not be reclassified to profit
or loss
Income from legal case investments 1 -
======================================================= ======== ==========
Other comprehensive expense from continuing
operations 1 -
======================================================= ======== ==========
Total other comprehensive income 1 -
======================================================= ======== ==========
Total comprehensive expense from continuing
operations (13,644) (10,119)
Total comprehensive income/ expense from discontinued
operations 360 (2,760)
======================================================= ======== ==========
Total comprehensive expense (13,284) (12,879)
======================================================= ======== ==========
Total comprehensive expense attributable
to:
Owners of the parent (13,284) (12,879)
(13,284) (12,879)
======================================================= ======== ==========
Consolidated statement of changes in equity
Equity Accumulated Capital Share Share Total
Instrument losses reserve premium capital equity
--------------------------------
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
-------------------------------- ------------ ------------ --------- --------- --------- ---------
At 31 March 2020 1,293 (31,474) - 50,799 4,448 25,066
Loss for the year
- continuing operations - (10,119) - - - (10,119)
Loss for the year
-
discontinued operations - (2,760) - - - (2,760)
Total comprehensive
expense - (12,879) - - - (12,879)
-------------------------------- ------------ ------------ --------- --------- --------- ---------
Contributions by and
distributions to owners:
Share-based payments - 182 - - - 182
Transfer on cancellation
of Deferred shares - - 3,648 - (3,648) -
Issue of shares to
Employee Benefit Trust - (1) - 1 - -
Issue of shares on
conversion of 6% Convertible
Unsecured Loan Notes
2021 - - - 2,022 28 2,050
Acquisition of non-controlling
interest in Recognise
Bank Limited on exercise
of put option by minority
shareholders - (4,480) - 4,368 112 -
Issue of shares following
cash raise - - - 25,585 675 26,260
Transfer to current
liabilities (1,293) - - - - (1,293)
-------------------------------- ------------ ------------ --------- --------- --------- ---------
Total contributions
by and distributions
to owners (1,293) (4,299) 3,648 31,976 (2,833) 27,199
-------------------------------- ------------ ------------ --------- --------- --------- ---------
At 31 March 2021 - (48,652) 3,648 82,775 1,615 39,386
Loss for the year
-continuing operations - (13,645) - - - (13,645)
Profit for the year
- discontinued operations - 360 - - - 360
Income from legal
case investments - 1 - - - 1
Total comprehensive
expense - (13,284) - - - (13,284)
-------------------------------- ------------ ------------ --------- --------- --------- ---------
Contributions by and
distributions to owners:
Share-based payments - 259 - - - 259
Issue of shares to
Employee Benefit Trust - (3,787) - 3,684 103 -
Issue of shares under
Subscription Agreements - - - 10,082 378 10,460
Issue of shares under
Open Offer - - - 1,170 40 1,210
Issue of shares on
exercise of warrants - - - - - -
-------------------------------- ------------ ------------ --------- --------- --------- ---------
Total contributions
by and distributions
to owners - (3,528) - 14,936 521 11,929
-------------------------------- ------------ ------------ --------- --------- --------- ---------
At 31 March 2022 - (65,464) 3,648 97,711 2,136 38,031
-------------------------------- ------------ ------------ --------- --------- --------- ---------
Consolidated balance sheet
as at 31 March 2022
2022 2021
Notes GBP'000s GBP'000s
(note
(a))
-------------------------------------- ------ --------- ---------
Assets
Cash and cash equivalents 37,522 14,493
Debt securities - 6,500
Loans and leases receivables 10 101,054 17,996
Property, plant and equipment 120 150
Intangible assets 980 1,028
Right-of-use assets 189 369
Other assets 1,012 927
--------------------------------------- ------ --------- ---------
140,877 41,463
Assets in disposal groups classified
as held for sale 8 - 66,294
Total assets 140,877 107,757
--------------------------------------- ------ --------- ---------
Liabilities
Borrowings 2,952 6,998
Deposits from customers 11 94,994 2
Lease liabilities 130 398
Other liabilities 4,770 4,243
--------------------------------------- ------ --------- ---------
102,846 11,641
Liabilities directly associated
with assets in disposal group
classified as held for sale 8 - 56,730
Total liabilities 102,846 68,371
--------------------------------------- ------ --------- ---------
Equity
Share capital 12 2,136 1,615
Share premium 97,711 82,775
Capital reserve 12 3,648 3,648
Accumulated losses (65,464) (48,652)
Total equity 38,031 39,386
--------------------------------------- ------ --------- ---------
Total equity and liabilities 140,877 107,757
--------------------------------------- ------ --------- ---------
(a) Prior year figures have been reclassified within the
consolidated balance sheet: the carrying amounts previously
reported are unchanged, as is the equity (see note 1).
Consolidated statement of cash flows
for the year ended 31 March 2022
2022 2021
GBP'000 GBP'000
Cash flows from operating activities
Loss before tax (see note (a)) (13,285) (12,647)
Adjustments for:
Depreciation and amortisation 629 399
Share-based payments 259 182
(Decrease)/increase in allowance for expected
credit losses (305) 138
Impairment of goodwill - 117
Change in value of business unit held
for disposal/ on reclassification as disposal
groups (360) 6,657
Investment properties and equity release
plan financial assets:
Increases in the fair values of these
assets - (6,712)
Realised gains on the disposal of these
assets - (1,082)
Equity transfer income - (1,212)
Interest payable on lease liabilities 19 -
Interest payable - 4,514
Changes in operating assets and liabilities:
Increase in trade and other receivables (76) (692)
Increase in trade and other payables 1,543 1,419
Leases and loans advanced (98,096) (7,921)
Leases and loans repaid 15,343 9,760
Change in Deposits received 94,992 -
Change in Debt securities 6,500 (6,500)
================================================= ========= =========
Cash generated from/ (used in) operations 7,163 (13,580)
------------------------------------------------- --------- ---------
Corporation tax - -
Cash flows from operating activities - 3,289 -
discontinued operations
================================================= ========= =========
Net cash generated from/ (used in) operating
activities 10,452 (13,580)
================================================= ========= =========
Cash flow from investing activities
Proceeds from the sale of Investment properties
and equity release plan financial assets - 8,271
Net cash received on disposal of discontinued
operations less cash held in each at the
disposal date:
Milton Homes Limited 5,620 -
Acorn to Oaks Financial Services Limited (523) -
Costs of disposal of discontinued operations (565) -
Purchase of rights to CAML 8% Preference
shares accrued dividends (966) -
Purchase of CAML 8% Preference Shares (34) (1,250)
Proceeds from sale of fixed asset 1 -
Investment in intangible assets (156) (536)
Purchase of property, plant and equipment (53) (127)
================================================= ========= =========
Net cash generated from investing activities 3,324 6,358
================================================= ========= =========
Cash flow from financing activities
Gross proceeds from issues of ordinary
shares 12,560 26,986
Costs of share issues (see note (b)) (889) (726)
Loans drawn down - 294
Repayment of loans (2,729) (10,488)
Payment of lease liabilities and rent
deposits (459) (357)
Interest paid - (443)
================================================= ========= =========
Net cash generated from financing activities 8,483 15,266
================================================= ========= =========
Net increase in cash and cash equivalents 22,259 8,044
Cash and cash equivalents brought forward 14,493 7,219
Cash included as Assets in disposal groups
classified as held for sale - (770)
============================================ ======= =======
Cash held in discontinued operations at 770 -
beginning of year
============================================ ======= =======
Net cash and cash equivalents 37,522 14,493
============================================ ======= =======
Operating, investing and financing activities are categorised as follows:
Net cash generated from/ (used in) operating activities
Continuing operations 7,163 (12,556)
Discontinued operations 3,289 (1,024)
=========================================================================== ======== =========
10,452 (13,580)
=========================================================================== ======== =========
Net cash generated from investing activities
Continuing operations (1,208) (1,910)
Discontinued operations 4,532 8,268
=========================================================================== ======== =========
3,324 6,358
=========================================================================== ======== =========
Net cash generated from financing activities
Continuing operations 8,483 21,442
Discontinued operations - (6,176)
=========================================================================== ======== =========
8,483 15,266
=========================================================================== ======== =========
(a) Interest received during the year ended 31 March 2022 was
GBP5,095,000 and interest paid was GBP518,000.
(b) In the prior year, share issue costs of GBP726,000 which
were paid separately from the proceeds of share issuance were
netted off the gross proceeds of the share issues in the
consolidated statement of cash flows. The consolidated cash flow
statement has been restated to show these costs separately: the
restatement has not changed the disclosure of the net cash
generated from financing activities in the cash flow statement.
There was no impact on the losses and net assets of the Group.
Notes
1 Basis of preparation
Preliminary announcement
The financial information contained in this preliminary
announcement does not constitute full accounts as defined in
section 434 of the Companies Act 2006 and has been extracted from
the statutory accounts for the year ended 31 March 2022. The
auditors have issued an unqualified report on these statutory
accounts. The statutory accounts for the year ended 31 March 2021
have been filed with the Registrar of Companies and the statutory
accounts for the year ended 31 March 2022 will be filed with the
Registrar of Companies in due course.
This announcement has been prepared using recognition and
measurement principles of International Financial Accounting
Standards (IFRS) in conformity with the requirements of the
Companies Act 2006. This announcement does not contain sufficient
information to comply with IFRS.
Going concern
The financial statements of the Company and the Group have been
prepared on a going concern basis.
The directors consider the going concern basis to be appropriate
for both the Company and the Group following their assessment of
the Group's financial position and its ability to meet its
obligations as and when they fall due for a period of at least 12
months from the date of signing the statutory accounts for the year
ended 31 March 2022. The Annual Report will include further
information on the Group's going concern assessment and a Group
viability statement.
In making their going concern assessment the directors have
considered the following:
-- the capital structure and liquidity of the Company and the
Group over the period of 12 months from the signing of these
accounts;
-- the principal and emerging risks facing the Company and the
Group and its systems of risk management and internal control;
-- uncertainties in the UK economic outlook and actions the
Group could take to mitigate the impact on Recognise Bank and other
Group companies;
-- the raising of capital by the Company to support the growth
of Recognise Bank in serving the SME market: and
-- stress scenarios which included not raising further capital
and incurring greater losses from loan defaults during the period
of 12 months from the signing of the accounts.
The directors have also considered mitigating actions that could
be taken by the Group and the Board if there were a delay in
raising additional capital to support the growth of its main
operating subsidiary, Recognise Bank, or if the amount raised was
less than forecast.
In addition to the stress scenarios referred to above, Recognise
Bank has carried out a reverse stress test as part of the ICAAP.
This proved to be satisfactory.
Following the assessment of the Group's financial position and
its ability to meet its obligations as and when they fall due, the
directors are satisfied that the Company and Group have and will
maintain sufficient financial resources to enable them to continue
operating for the foreseeable future and therefore continue to
adopt the going concern basis in preparing the annual report and
accounts.
Presentation of prior year figures
The presentation and classification in the current financial
statements has been changed to reflect disclosures that are
appropriate for banking institutions.
Accordingly, comparative information in respect of the preceding
period has been reclassified in a manner that provides relevant,
comparable and understandable information. This reclassification
does not impact the results and carrying amounts for the previous
year.
This reclassification affects mainly the primary statements,
segmental reporting and disclosures related to financial
instruments. A reconciliation between the original and reclassified
prior year figures is set out in note 16.
Accounting policies
The same accounting policies were used in the preparation of the
statutory accounts for the year ended 31 March 2021 with the
exception of the following new standards and interpretations which
were adopted for the first time in the financial statements for the
year ended 31 March 2022:
-- Interest Rate Benchmark Reform - Phase 2 introduces
amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 and is
mandatorily effective for periods beginning on or after 1 April
2021
-- IFRS 16 Leases: Covid-19-Related Rent Concessions beyond 30 June 2021
There was no impact on the Group following the adoption of the
above.
2 Earnings per share
Basic and diluted earnings per share is calculated by dividing
the loss attributable to equity holders of the Group by the
weighted average number of ordinary shares in issue during the year
less those held in treasury and in the Employee Benefit Trust.
5,174,643 ordinary shares of GBP0.02 were held by the Employee
Benefit Trust at 31 March 2022 (2021: 21,849).
2022 2021
---------------------------------------------- -------- --------
Loss attributable to equity holders (GBP'000)
Continuing operations (13,645) (10,119)
Discontinued operations 360 (2,760)
---------------------------------------------- -------- --------
Total (13,285) (12,879)
---------------------------------------------- -------- --------
Weighted average number of ordinary shares in
issue ('000) 91,945 60,090
---------------------------------------------- -------- --------
Basic and diluted earnings per share
Continuing operations (14.84)p (16.84)p
Discontinued operations 0.40p (4.59)p
---------------------------------------------- -------- --------
(14.44)p (21.43)p
---------------------------------------------- -------- --------
The basic and diluted earnings per share are the same as, given
the loss for the year, the outstanding share options would reduce
the loss per share.
3 Dividends
The directors do not recommend payment of a final dividend
(2021: nil).
4 Segmental reporting
A reportable segment is identified based on the nature and size
of its business and risk specific to its operations. It is reported
in a manner consistent with the internal reporting provided to the
chief operating decision-maker and the prior year presentation has
been aligned accordingly. The chief operating decision-maker, which
is responsible for allocating resources and assessing performance
of the operating segments, has been identified as the full Board of
the Company.
As a result of aligning the presentation of figures, income and
costs within the pre-tax profit and loss of each business segment
in the prior year have been reclassified: the results previously
reported for each business segment are unchanged.
The change in the presentation of the consolidated net assets as
at 31 March 2021 has not resulted in any change in the consolidated
net assets previously reported for the Group.
The Group is managed through its operating businesses. The main
operating business is now Recognise Bank as CAML/PFL and PFS
continued in run-off throughout the year.
A description of the activities of each business is given in the
Strategic report. The COLG segment includes the Group's central
functions.
Pre-tax profit and loss
For the year ended 31 March 2022
Net operating Intragroup Intragroup Other Operating Pre-tax
income interest income/ Income/ profit/
income/ (expense) (expense) (expense) (loss)
(a) (b)
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
-------------------------- -------------- ------------------- ----------- ---------------- ---------
COLG
Intragroup - 73 716 - 789
Profit from discontinued
operations (c) - - 40 320 360
Other - - - (2,625) (2,625)
-------------------------- -------------- ------------------- ----------- ---------------- ---------
- 73 756 (2,305) (1,476)
Subsidiaries
Recognise Bank 1,240 109 (655) (13,138) (12,444)
CAML/PFL 282 (73) (43) 175 341
PFS 316 (109) (18) 119 308
Other - - - (14) (14)
-------------------------- -------------- ------------------- ----------- ---------------- ---------
1,838 - 40 (15,163) (13,285)
-------------------------- -------------- ------------------- ----------- ---------------- ---------
Continuing operations 1,838 - - (15,483) (13,645)
Discontinued operations
(c) - - 40 320 320
-------------------------- -------------- ------------------- ----------- ---------------- ---------
1,838 - 40 (15,163) (13,285)
-------------------------- -------------- ------------------- ----------- ---------------- ---------
(a) Intragroup interest income/(expense) represents interest
payments on intragroup borrowings and working capital loans.
(b) Intragroup income/(expense) represents fees for management
services and recharges for shared accommodation from COLG.
(c) Arises from the sale of Milton Homes.
Pre-tax profit and loss
For the year ended 31 March 2021
Intragroup Pre-tax
interest Intragroup profit/
Net operating income/ income/ Other operating (loss)
income (expense) (expense) income/ (expense) (a)
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
------------------------- -------------- ----------- ----------- ------------------- ---------
COLG
Intragroup - 1,190 661 - 1,851
Change in value
of business units
on reclassification
as disposal groups - - - (6,657) (6,657)
Other (36) - - (3,046) (3,082)
------------------------- -------------- ----------- ----------- ------------------- ---------
(36) 1,190 661 (9,703) (7,888)
Subsidiaries
Continuing operations
Recognise Bank 44 109 (438) (7,527) (7,812)
CAML/PFL 745 (66) (102) (874) (297)
PFS 700 (328) (26) (237) 109
Other - - - (7) (7)
Discontinued operations
Milton Homes 9,005 (905) (97) (4,760) 3,243
Acorn to Oaks Financial
Services 885 - 2 (882) 5
11,343 - - (23,990) (12,647)
------------------------- -------------- ----------- ----------- ------------------- ---------
Continuing 1,453 905 95 (12,572) (10,119)
Discontinued 9,890 (905) (95) (11,418) (2,528)
------------------------- -------------- ----------- ----------- ------------------- ---------
11,343 - - (23,990) (12,647)
------------------------- -------------- ----------- ----------- ------------------- ---------
(a) The composition of segment information for 2021 has been
changed to make it comparable with March 2022. The overall results
for each segment remain unchanged.
Consolidated Net Assets
As at 31 March 2022
Loans Segment Segment
and advances Less allowances Other total Customer Other total
to customers for ECLs assets assets deposits liabilities liabilities
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
-------------- -------------- ---------------- -------- -------- ---------- ------------- -------------
COLG
Other - - 1,277 1,277 - (1,440) (1,440)
-------------- -------------- ---------------- -------- -------- ---------- ------------- -------------
- - 1,277 1,277 - (1,440) (1,440)
Subsidiaries
Recognise
Bank 99,093 (153) 37,883 136,823 (94,994) (3,189) (98,183)
CAML/PFL 3,224 (1,110) 662 2,776 - (3,223) (3,223)
PFS - - - - - - -
Other - - 1 1 - - -
-------------- -------------- ---------------- -------- -------- ---------- ------------- -------------
102,317 (1,263) 39,823 140,877 (94,994) (7,852) (102,846)
-------------- -------------- ---------------- -------- -------- ---------- ------------- -------------
Consolidated Net Assets
As at 31 March 2021 (reclassified)
Loans Segment Segment
and advances Less allowances Other total Customer Other total
to customers for ECLs assets assets deposits liabilities liabilities
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
-------------- -------------- ---------------- -------- -------- ---------- ------------- -------------
COLG
Other - - 2,053 2,053 - (2,456) (2,456)
Assets held
for sale - - 9,564 9,564 - -
-------------- -------------- ---------------- -------- -------- ---------- ------------- -------------
- - 11,617 11,617 - (2,456) (2,456)
Subsidiaries
Recognise
Bank 6,496 (5) 19,013 25,504 (2) (2,170) (2,172)
CAML/PFL 8,227 (2,382) 2,377 8,222 - (6,079) (6,079)
PFS 5,660 - 24 5,684 - (934) (934)
Other - - - - - - -
-------------- -------------- ---------------- -------- -------- ---------- ------------- -------------
20,383 (2,387) 33,031 51,027 (2) (11,639) (11,641)
-------------- -------------- ---------------- -------- -------- ---------- ------------- -------------
5 Net interest income
2022 2021
GBP'000 GBP'000
------------------------------ -------- --------
Cash and cash equivalents 24 -
Debt Securities 254 21
Loans and leases receivables 2,619 1,879
Interest income 2,897 1,900
------------------------------ -------- --------
Deposits from customers 545 -
Wholesale funding 285 586
Debt securities amortisation 258 28
Interest expense 1,088 614
------------------------------ -------- --------
Net interest income 1,809 1,286
------------------------------ -------- --------
6 Other operating expenses
2022 2021
GBP'000 GBP'000
------------------------------------ ------- -------
Legal and professional costs 1,624 1,439
Irrecoverable VAT 604 390
Property costs 335 455
IT infrastructure and support costs 1,074 470
Outsourced costs 909 29
Other miscellaneous costs 936 638
Reduction in deferred consideration - (92)
------------------------------------ ------- -------
5,482 3,329
------------------------------------ ------- -------
7 Related party transactions and directors' remuneration
The related parties of the Company are its subsidiaries,
together with the directors of the Company.
The directors of the Company, who are related parties of the
Company, received aggregate emoluments for the year of GBP1,347,787
(2021: GBP823,554) of which GBP1,029,704 (2021: GBP794,776) was
borne by the Company and GBP318,083 (2021: GBP28,778) by a
subsidiary. The emoluments of the highest paid director were
GBP918,614 (2021: GBP627,542). In addition, aggregate social
security costs were GBP169,646 (2021: GBP101,433) of which
GBP130,241 (2021: GBP98,067) was borne by the Company and GBP39,406
(2021: GBP3,366) by a subsidiary. There are no other persons having
the authority and responsibility for planning, directing and
controlling the activities of the Group, directly or indirectly.
Accordingly, the aggregate amounts payable to directors equate to
the aggregate compensation to key management personnel. The
emoluments include salary, pension, compensation for loss of
office, payment in lieu of notice and shares.
The Company has agreements with its largest shareholders which
regulate arrangements with each, including the following:
-- Parasol V27 Limited: The shareholder is entitled to nominate
two non-executive directors to the board of the Company while it
holds 25% or more of the voting shares of the Company and one
non-executive director to the board of the Company and one
non-executive director to the board of Recognise Bank Limited while
it holds 10% or more of the voting shares. The present nominated
directors of the Company are N Bossano-Llamas and R Parasol who is
also the nominated director at Recognise Bank Limited.
-- Max Barney Investments Limited: Max Barney Investments
Limited: The shareholder was historically entitled to nominate a
director to the board of the Company while it held not less than
10% of the voting shares of the Company and any 8% Redeemable
Preference Shares issued by Credit Asset Management Limited.
Although it has sold all its 8% Redeemable Preference Shares since
the year end (note 17), an agreement giving the shareholder the
right to nominate a director while it holds not less than 10% of
the voting shares of the
Company is expected to be put in place shortly. The nominated director was Paul Milner.
-- DV4 Limited: The shareholder is entitled to nominate an
observer to the board of the Company while it holds not less than
10% of the voting shares of the Company.
Acorn to Oaks Financial Services Limited
On 1 April 2021, the Company sold its wholly-owned subsidiary,
Acorn to Oaks Financial Services Limited, which operates as a
financial services intermediary, for a net consideration of
GBP1,114,000 (note 8). The disposal was a related party transaction
as one of the purchasers, Jason Oakley, was a director of Recognise
Bank until 31 March 2022.
Milton Homes Limited
On 3 September 2021, the Company entered into an agreement to
sell the entire issued share capital of Milton Homes Limited and
its subsidiaries to Max Barney Investments Limited (note 8). The
sale, which is classified as a substantial transaction under AIM
Rule 12, was conditional on receiving regulatory approval from the
FCA. Consent to the change in control of Milton Homes Limited was
given by the FCA on 25 February 2022 and the sale was completed on
10 March 2022.
As part of the arrangements, the Deep Discount Bonds held by the
Company were redeemed in full by Milton Homes for GBP9,046,002,
with GBP7,846,002 being paid from the proceeds of new bonds issued
by Milton Homes on 3 September 2021 to HPB Pension Trust, an entity
associated with Max Barney Investments Limited. A further amount of
GBP250,000 was paid on completion of the sale of the issued share
capital.
The disposal constitutes a related party transaction under AIM
Rule 13 as Max Barney Investments Limited holds in excess of 10% of
the total voting rights of the Company.
Capital raise
As set out in note 12, two of the Company's major shareholders,
Parasol V27 Limited and Max Barney Investments Limited (together
the "Subscribers"), subscribed, in aggregate, GBP11,350,000 for
18,916,667 new ordinary shares at a subscription price of 60p per
new ordinary share on 14 September 2021. The Subscribers also
received warrants to subscribe for 9,458,333 shares at an exercise
price of 69p per new ordinary share over the next three years.
Subsequent to the year end, the Subscribers exercised the warrants
issued to them (see note 17).
Credit Asset Management Limited 8% Preference Shares
("Preference Shares")
On 16 September 2021, the Company acquired the following from
HPB Pension Trust, an entity associated with Max Barney Investments
Limited:
(a) Right to receive accrued but unpaid dividends on the
Preference Shares owned by HPB Pension Trust for GBP965,466, being
the amount of such dividends as at 15 September 2021; and
(b) 23,912 Preference Shares for GBP34,534, being the nominal
value plus the amount of accrued but unpaid dividends of the
Preference Shares at that date.
Employee Benefit Trust ("EBT")
The amount due to the Company from the EBT as at 31 March 2022
was GBP3,156,000 (2021: GBP17,000). Details of the transactions
with the EBT are disclosed in note 12.
The Company's related party transactions included:
Provision
Amounts for amounts
Loan due due to due to
Charged by Company Company Company
by Company at year at year at year
in year end end end
GBP'000 GBP'000 GBP'000 GBP'000
------------------------------ ------------ ------------ --------- -------------
Year ended 31 March 2022
Credit Asset Management
Limited 116 (4,000) 1,809 (640)
Property & Funding Solutions
Ltd 18 - - -
Recognise Bank Limited 655 - 248 -
------------------------------ ------------ ------------ --------- -------------
Year ended 31 March 2021
Credit Asset Management
Limited 169 - 773 (640)
Milton Homes Limited 1,000 - 29 -
Property & Funding Solutions
Ltd 244 - - -
Recognise Bank Limited 438 - 674 -
------------------------------ ------------ ------------ --------- -------------
The amounts reported above include the Company's income
from:
-- recharge of shared accommodation costs and management fees to
each subsidiary company in both years
-- preference dividends from Credit Asset Management Limited in both years
-- ordinary dividend from Property & Funding Solutions Ltd in the prior year
-- loan interest charged to Property & Funding Solutions Ltd in the prior year
-- interest on the Milton Homes Limited Deep Discount Bonds in the prior year
The table provides an analysis by company of amounts charged by
the Company and the year-end amounts owed to the Company in both
years. While these amounts were disclosed in total within the
previous year's accounts in notes 5 and 21 respectively, separate
disclosure of the provision for amounts due to Company was not made
in accordance with IAS 24. Additional analysis of the related party
transactions for the previous year has been provided to make the
disclosure consistent with the current year presentation.
The loan from Credit Asset Management Limited is interest free
and is repayable on request after 30 June 2022.
8 Discontinued operations and disposal groups
There were no Assets classified as held for sale at 31 March
2022.
Milton Homes Limited ("Milton Homes") and Acorn to Oaks
Financial Services Limited ("Acorn to Oaks") were reclassified as
disposal groups as at 31 March 2021. As shown in the table below,
the assets of each business, including the goodwill arising on
consolidation, and the liabilities directly related to those assets
were reclassified and included within current assets and
liabilities at 31 March 2021 at their estimated realisable
value:
Group
================================================== ========
2021
GBP'000
================================================== ========
Assets in disposal groups classified as held for
sale/ assets held for sale
Acorn to Oaks 1,737
Milton Homes 64,557
================================================== ========
66,294
================================================== ========
Liabilities directly associated with assets in
disposal groups classified as held for sale
Acorn to Oaks 623
Milton Homes 56,107
================================================== ========
56,730
================================================== ========
Fair value of disposal groups/ assets held for
sale
Acorn to Oaks 1,114
Milton Homes 8,450
================================================== ========
9,564
================================================== ========
Acorn to Oaks was sold on 1 April 2021 to Jason Oakley and his
wife, Claire Oakley, who controlled the majority of the shares in
Acorn to Oaks when it was purchased by the Company in January 2019.
The disposal was deemed to be a related party transaction under
Rule 13 of the AIM Rules as Jason Oakley was deemed to be a related
party of the Company as he was then a director of Recognise Bank, a
wholly-owned subsidiary. The fair value of Acorn to Oaks as at 31
March 2021 was assessed by reference to the net consideration of
GBP1,114,000 realised on its sale, which was satisfied by:
GBP'000
---------------------------------------------- --------
Cancellation of Rollover Loan Notes 2021 (a) 1,293
Cash payment by the Company (140)
Costs of disposal (39)
----------------------------------------------- --------
1,114
---------------------------------------------- --------
(a) The Rollover Loan Notes 2021 were held by the buyers, having
been issued to them at the time of the purchase of Acorn to Oaks in
January 2019.
The sale of Milton Homes to Max Barney Investments Limited, a
related party of the Company, was agreed on 3 September 2021,
subject to regulatory approval for the change in control from the
FCA. The FCA approved the change in control on 25 February 2022 and
the sale was completed on 10 March 2022 when the agreed
consideration of GBP250,000 for the ordinary shares was
received.
As part of the arrangements for the sale of Milton Homes, Milton
Homes paid the Company GBP1,200,000 in respect of the Deep Discount
Bonds held by the Company on 2 September 2021 and a further
GBP7,846,002 on 3 September 2021 to redeem the Deep Discount Bonds
in full. The latter payment was made from the proceeds of an issue
of new bonds issued to HPB Pension Trust, an entity associated with
Max Barney Investments Limited.
The fair value of Milton Homes, after taking account of
estimated disposal costs, was estimated at GBP8,450,000
as at 31 March 2021. The net amount realised was GBP8,770,000 as shown below:
GBP'000
------------------------------------------------------- -------------
September 2021
Cash paid by Milton Homes in respect of Deep Discount
Bonds 1,200
Redemption of Deep Discount Bonds by Milton Homes
from proceeds of new issue of bonds 7,846
March 2022
Cash received for ordinary shares at completion 250
Costs of disposal (526)
------------------------------------------------------------- --------
8,770
---- --------
A charge of GBP6,657,000 arising on the remeasurement of the
carrying amounts of assets transferred to disposal groups was
recognised in the consolidated income statement for the year to 31
March 2021. A credit of GBP320,000 has been included in the results
from discontinued operations for the year following the sale of
Milton Homes.
Under the terms of the sale agreement, profits of Milton Homes
arising after 31 March 2021 were retained in Milton Homes for the
benefit of the purchaser.
The results of discontinued operations in both the current and
prior year are shown in the table below. The prior year figures
include Acorn to Oaks and Milton Homes which were reclassified as
disposal groups as at 31 March 2021. As Acorn to Oaks was sold on 1
April 2021, the current year figures relate only to Milton Homes:
they have been extracted from management accounts for the period up
to disposal.
2022 2021
GBP'000 GBP'000
Revenue (see (a) below) 6,935 9,890
Cost of sales - (330)
----------------------------------------------- -------- --------
Gross profit 6,935 9,560
Administrative expenses (956) (1,579)
Other income - 11
----------------------------------------------- -------- --------
Profit from operations 5,979 7,992
Finance expense (3,852) (3,863)
----------------------------------------------- -------- --------
Profit before tax 2,127 4,129
Tax expense (309) (232)
----------------------------------------------- -------- --------
Profit after tax from operations 1,818 3,897
Profit retained in disposal group for benefit
of purchaser (see (b) below) (1,818) -
----------------------------------------------- -------- --------
- 3,897
Surplus/ (deficit) on remeasurement of assets
in disposal groups 360 (6,657)
----------------------------------------------- -------- --------
Profit/ (loss) from discontinued operations 360 (2,760)
----------------------------------------------- -------- --------
(a) Revenue
Milton Homes (i) 6,935 9,005
Acorn to Oaks (ii) - 885
Total revenue 6,935 9,890
-------------------- ----- -----
(i) Milton Homes
Profit on disposal of investment properties 1,072 767
Gain on revaluation of investment properties 2,148 3,953
Profit on the disposal of equity release plan
financial assets 313 315
Gain on revaluation of equity release plan financial
assets 2,239 2,759
Equity transfer income arising under equity release
plan financial assets 1,163 1,211
---------------------------------------------------------- ----- -----
6,935 9,005
---------------------------------------------------------- ----- -----
(ii) Acorn to Oaks
Commission - 601
Fees - 284
- 885
---------------------------------------------------------- ----- -----
(b) Under agreed Heads of Terms, a lock-box arrangement was in
place for Milton Homes from 1 April 2021 until the sale was
completed on 10 March 2022. This restricted the payments (both
amount and type) which Milton Homes could make without the prior
agreement of the ultimate purchaser. In addition, it was agreed all
profits from 1 April 2021 should be retained in Milton Homes for
the benefit of the purchaser. The net cash generated from 1 April
2021 was retained by Milton Homes.
At the date of legal completion of the disposal on 10 March
2022, Milton Homes had total assets of GBP68,563,000 and total
liabilities of GBP61,712,000 to give total net assets of
GBP6,851,000. This net asset figure includes GBP2,476,000 of cash
after paying consideration of GBP1,200,000 in respect of the Deep
Discount Bonds during the period.
The figures for total assets and total liabilities above have
been taken from the Milton Homes management accounts at the
disposal date and do not reflect the adjustments made in the Group
accounts when Milton Homes was reclassified as a disposal group as
at 31 March 2021. The only underlying movement in Milton Homes net
assets between 31 March 2021 and the disposal date of 10 March 2022
was the profit generated of GBP1,818,000.
As at the disposal date of 10 March 2022, the difference between
the proceeds and the carrying value of the assets and liabilities
on that date was GBP1,458,000, being the difference between the
GBP1,818,000 profit arising in Milton Homes in the period and the
GBP360,000 profit recognised.
The table below shows:
(a) the estimated fair values of the net assets and liabilities
of Acorn to Oaks and Milton Homes as at 31 March 2021 as included
in the Group accounts, together with the net profit after tax for
the period to the respective dates of disposal; and
(b) the effect of the disposals on the financial position of the
Group by reference to the estimated fair values of the net assets
of Acorn to Oaks and Milton Homes as at the respective dates of
disposal:
As at As at
31 March disposal
2021 dates
GBP'000 GBP'000
---------------------------------------------- ---------- ----------
Goodwill 747 747
Property, plant & equipment 6 6
Investment properties 35,123 32,011
Financial assets - equity release plans 29,026 29,243
Trade and other receivables 622 616
Cash at bank 770 2,859
Trade and other payables (782) (788)
Other creditors (83) (70)
Borrowings (54,824) (51,892)
Deferred tax liability (1,041) (1,350)
----------
Net assets and liabilities 9,564 11,382
---------------------------------------------- ---------- ----------
Deep Discount Bonds (eliminated in the
Group accounts)
---------------------------------------------- ----------
Carrying value at 31 March 2021 8,956
Difference between amount paid on redemption
and carrying value at 31 March 2021 90
Paid on redemption (9,046)
---------------------------------------------- ----------
Profit after tax for period to disposal
of discontinued operations 1,818
---------------------------------------------- ---------- ----------
Net assets and liabilities at the respective
disposal dates 11,382 11,382
---------------------------------------------- ---------- ----------
Consideration on sale of discontinued operations GBP'000 GBP'000
-------------------------------------------------- -------- --------
Acorn to Oaks (as detailed on page 86) 1,114
Milton Homes (as detailed on page 86) 8,770
-------------------------------------------------- -------- --------
Net consideration 9,884
Being:
Total consideration 10,449
Costs of disposals (565)
-------------------------------------------------- --------
9,884
-------------------------------------------------- -------- --------
Net cash inflows on sale of discontinued operations GBP'000 GBP'000
----------------------------------------------------- -------- --------
Cash received, excluding GBP1,200,000 paid from
cash held in Milton Homes 7,956
Costs of disposal (565)
Cash and cash equivalents held in discontinued
operations at disposal (2,859)
----------------------------------------------------- --------
(3,424)
----------------------------------------------------- -------- --------
4,532
----------------------------------------------------- -------- --------
9 Tax expense
2022 2021
GBP'000 GBP'000
--------------------- -------- --------
UK corporation tax - -
Current year charge - -
- -
--------------------- -------- --------
Factors affecting the tax expense for the year
The tax expense for the year differs from the theoretical amount
that would arise using the standard rate of corporation tax in the
UK, which is 19% (2021: 19%). The differences are explained
below.
2022 2021
Tax reconciliation GBP'000 GBP'000
--------------------------------------------------- -------- --------
Loss before tax (13,285) (12,647)
--------------------------------------------------- -------- --------
At standard rate of corporation tax in the
UK: (2,524) (2,403)
Effects of
Items not deductible for tax purposes 59 1,572
Other tax adjustments (141) (543)
Movement on unrecognised deferred tax asset 2,606 1,606
Movement on deferred tax liability in discontinued
operations - (232)
--------------------------------------------------- -------- --------
- -
--------------------------------------------------- -------- --------
10. Loans and leases receivable
Stage Stage Stage
1 2 3 Total
GBP'000 GBP'000 GBP'000 GBP'000
---------------------------------- --------- -------- -------- ---------
Gross loans and leases at
1 April 2021 17,502 606 2,275 20,383
Originations 98,096 - - 98,096
Repayments (14,353) (408) (103) (14,864)
Write-offs - - (1,298) (1,298)
Transfer to Stage 1 196 (196) - -
Transfer to Stage 2 - - - -
Transfer to Stage 3 (77) - 77 -
Gross loans and leases at
31 March 2022 101,364 2 951 102,317
---------------------------------- --------- -------- -------- ---------
Allowances for ECLs at 1 April
2021 375 53 1,959 2,387
Total movement in loss allowance
during the year (65) (51) (1,008) (1,124)
---------------------------------- --------- -------- -------- ---------
Allowances for ECLs at 31
March 2022 310 2 951 1,263
---------------------------------- --------- -------- -------- ---------
Net loans and leases at 31
March 2022 101,054 - - 101,054
---------------------------------- --------- -------- -------- ---------
Net loans and leases at 31
March 2021 17,127 553 316 17,996
---------------------------------- --------- -------- -------- ---------
During the year ended 31 March 2021, the gross carrying amount
of the Group's lease and loan portfolios, including arrears,
decreased from GBP22,510,000 to GBP20,383,000. The loan portfolios
of Recognise Bank and PFS increased by GBP6,476,000 to
GBP12,156,000 at 31 March 2021, while the CAML/PFL lease and loan
portfolio decreased by GBP8,416,000 to GBP8,227,000, including
arrears. The net carrying amount of the Group's lease and loan
portfolios, as offset by credit impairment of GBP2,387,000, was
GBP17,996,000.
Impairment
Stage Stage Stage
1 2 3 Total
==================================
GBP'000 GBP'000 GBP'000 GBP'000
================================== ======== ======== ======== ========
As at 31 March 2020 818 21 1,756 2,595
================================== ======== ======== ======== ========
Movement in provision for
impairment
Transfer to Stage 2 (39) 39 - -
Transfer to Stage 3 (36) (7) 43 -
Specific provisions - - 203 203
New financial assets originated 4 - - 4
Other movements (372) - - (372)
Write-offs - - (43) (43)
================================== ======== ========
Total movement in loss allowance (443) 32 203 (208)
================================== -------- -------- -------- --------
As at 31 March 2021 375 53 1,959 2,387
================================== ======== ======== ======== ========
Movement in provision for
impairment
Transfer to Stage 2 3 (3) - -
Transfer to Stage 3 - - - -
Specific provisions - - 38 38
New financial assets originated 149 0 0 149
Other movements (217) (48) (35) (300)
Write-offs - - (1,011) (1,011)
Total movement in loss allowance (65) (51) (1,008) (1,124)
---------------------------------- -------- -------- -------- --------
As at 31 March 2022 310 2 951 1,263
---------------------------------- -------- -------- -------- --------
The provision for impairment of loans and finance leases has
been assessed in accordance with IFRS 9.
The overall reduction of GBP1,124,000 in the loss allowance over
the year to 31 March 2022 reflects the changes in the Group's lease
and loan portfolios. The reduction in Stage 3 provisions over the
year solely relates to the write off of balances in the CAML/PFL
portfolio. The increase in the Recognise Bank loan portfolio has
resulted in an additional of Stage 1 impairment charge of
GBP149,000.
11 Deposits from customers
2022 2021
GBP'000 GBP'000
----------------- -------- --------
Notice accounts 37,380 1
Term Deposits 57,614 1
--------
94,994 2
----------------- -------- --------
12 Called-up share capital
Allotted, called up and 2022 2021 2022 2021
fully paid Number Number GBP'000 GBP'000
--------------------------- ----------- ---------- -------- --------
Ordinary shares of GBP0.02 106,813,313 80,727,119 2,136 1,615
2,136 1,615
--------------------------- ----------- ---------- -------- --------
The Company did not hold any ordinary shares in treasury at 31
March 2022 (2021: nil). 5,174,643 ordinary shares of GBP0.02 were
held by the Employee Benefit Trust ("EBT") at 31 March 2022 (2021:
21,849). The Company issued 5,152,794 ordinary shares at 73.5p each
on 6 September 2021 to the trustees of the EBT, with the amount of
the subscription price being left outstanding on a loan account
with the EBT, and the premium of GBP3,684,248 arising on the issue
of the shares being credited to Share premium.
The purpose of issuing these shares was to meet future share
awards to Group employees. With the exception of these shares, the
Company did not transfer any shares into or out of the EBT during
the year (2021: nil). The fair value of shares held by the EBT at
31 March 2022 amounted to GBP3,156,000 (2021: GBP17,000).
Subsequent to the year end 360,824 shares were transferred from the
EBT to a former employee.
Following shareholder approval at a general meeting on 8
September 2021, the Company issued 18,916,667 ordinary shares at
60p each for cash of GBP11,350,000 on 14 September 2021 to two of
its major shareholders. The Subscription Agreements with these
shareholders also provided for the issue of warrants (see below).
The premium of GBP10,075,255 arising on the issue of the shares was
credited to Share premium.
The shares and subscription warrants under the Subscription
Agreements were issued on the same terms as those in the Open Offer
which was sent to shareholders on 13 September 2021. Following the
closure of the Open Offer on 28 September 2021, 2,016,388 ordinary
shares and 1,008,180 warrants were issued in October 2021.
Further to the Subscription Agreements and the Open Offer, the
Company issued subscription warrants which permit holders of the
warrants to subscribe for ordinary shares in the Company at a price
of 69p per share in cash during the exercise period of 3 years from
the date of issue. One subscription warrant was issued for every
two shares subscribed for under the Subscription Agreements and the
Open Offer. The effective issue dates were 14 September 2021 for
the 9,458,333 Subscription Agreement warrants and 21 October 2021
for the 1,008,180 Open Offer warrants.
On 8 December 2021 and 17 January 2022 respectively, the Company
issued 24 and 321 ordinary shares at 69p each for cash following
the exercise of warrants by shareholders. The premium of GBP231
arising on the issue of the shares was credited to Share
Premium.
Costs of GBP889,000 (2021: GBP726,000) were incurred in relation
to the issue of shares in the year. The costs have been offset
against the Company's Share premium.
Ordinary
Deferred of GBP0.02 Deferred Ordinary
Shares in issue Number Number GBP'000 GBP'000
--------------------------- --------------- ----------- -------- --------
As at 31 March 2020 3,648,415,419 39,960,551 3,648 800
Issued for cash on 16
April 2020 - 500 - -
Cancelled on 30 April
2020 and transferred
to Capital reserve (3,648,415,419) - (3,648) -
Issued on 7 August 2020
on conversion of 6%
Unsecured Loan Stock
2021 - 1,433,565 - 28
Issued on 4 September
2020 following exercise
of put option by minority
shareholders in Recognise
Bank Limited - 5,600,000 - 112
Issued for cash on 9
October 2020 - 33,355,688 - 667
Issued for cash on 27
October 2020 - 376,815 - 8
--------------------------- --------------- ----------- -------- --------
As at 31 March 2021 - 80,727,119 - 1,615
Issued for cash on 6
September 2021 - 5,152,794 - 103
Issued for cash on 14
September 2021 - 18,916,667 - 378
Issued for cash on 5
October 2021 - 2,016,388 - 40
Issued for cash on 8
December 2021 on exercise
of warrants - 24 - -
Issued for cash on 17
January 2022 on exercise
of warrants - 321 - -
--------------------------- --------------- ----------- -------- --------
As at 31 March 2022 - 106,813,313 - 2,136
--------------------------- --------------- ----------- -------- --------
Share warrants
The following table summarises information on warrants which
were outstanding at 31 March 2022: the warrants enable holders to
subscribe for ordinary shares of the Company at 69p each over the 3
year period from the date of issue (see above). There were no
warrants in issue at 31 March 2021.
Number GBP'000
============================================== ========== =======
As at 31 March 2021 - -
Subscription Agreements warrants issued on 14
September 2021 9,458,333 -
Open Offer warrants Issued on 21 October 2021 1,008,180 -
Open Offer warrants exercised (345) -
---------------------------------------------- ---------- -------
As at 31 March 2022 10,466,168 -
---------------------------------------------- ---------- -------
Subsequent to the year end, the 9,458,333 Subscription
Agreements warrants in issue have been exercised (see note 17).
Capital reserve
The capital reserve arose on 30 April 2020 following the buy
back and cancellation of the Deferred shares. On cancellation of
the Deferred shares, the share capital was reduced by GBP3,648,415
and this amount was transferred from share capital to a capital
reserve, which is not distributable to shareholders.
13 Financial instruments
The Group's financial instruments to which the impairment
requirements in IFRS 9 are applied are listed in the tables
below.
The prior year figures exclude those financial instruments that
were reclassified as Assets within disposal groups held for sale or
as liabilities directly related to Assets within disposal groups
held for sale as at 31 March 2021.
2022 2021
------------------------------------------ ---------------------
Current Non-current Current Non-current
assets assets Total assets assets Total
Group GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
======================= ======== ============ ======== ======== ============ =======
Financial assets
Measured at
amortised cost
Cash and cash
equivalents 37,522 - 37,522 14,493 - 14,493
Loans and advances
to customers 10,054 91,000 101,054 9,859 8,137 17,996
Other debtors 341 - 341 381 - 381
Measured at
fair value through
other comprehensive
income
Debt securities - - - 6,500 - 6,500
----------------------- -------- ------------ -------- -------- ------------ -------
Total 47,917 91,000 138,917 31,233 8,137 39,370
======================= ======== ============ ======== ======== ============ =======
Financial liabilities
Measured at
amortised cost
Borrowings 2,622 330 2,952 2,729 2,976 5,705
Deposits from
customers 62,671 32,323 94,994 2 - 2
Lease liabilities 94 36 130 289 109 398
Other liabilities 4,118 - 4,118 4,019 - 4,019
----------------------- -------- ------------ -------- -------- ------------ -------
Total 69,505 32,689 102,194 7,039 3,085 10,124
----------------------- -------- ------------ -------- -------- ------------ -------
At 31 March 2022 and 31 March 2021, the carrying amounts of debt
securities, cash at bank and short -- term borrowings reflected in
the financial statements are reasonable estimates of fair value in
view of the nature of these instruments or the relatively short
period of time between the origination of the instruments and their
expected realisation. The fair value of advances and other balances
with related parties which are short term or repayable on demand
are equivalent to their carrying amount.
The fair value of other non -- current financial instruments for
disclosure purposes is estimated by discounting the future
contractual cash flows at the current market interest rate that is
available to the Group for similar financial instruments. The
carrying amount of the Group's non -- current advances to related
parties fairly approximates the estimated fair value of these
assets based on discounted cash flows. The fair value of the Group
' s non -- current fixed interest rate advances, customer deposits
and borrowings at the end of the reporting periods is not
significantly different from the carrying amounts. The current
market interest rates utilised for discounting purposes, which were
almost equivalent to the respective instruments' contractual
interest rates, are deemed observable but other significant inputs
are not observable and accordingly these fair value estimates have
been categorised as Level 3 within the fair value measurement
hierarchy required by IFRS 7, 'Financial Instruments:
Disclosures'.
14 Financial risk management
The financial risks faced by the Company include market risk
(including price risk, foreign exchange risk and interest rate
risk), credit risk and liquidity risk. The Board reviews and agrees
policies for managing each of these risks. Neither the Company nor
the Group uses derivative financial instruments for trading
purposes.
Credit risk
Credit risk is the risk of the financial loss to the Group if a
customer or counterparty to a financial instrument fails to meet
its contractual obligations. The scale of risk to the Group is set
out in the table below:
Credit risk exposures 2022 2021
(all Stage 1, unless otherwise GBP'000 GBP'000
stated)
==================================== -------- --------
On-balance sheet:
Cash and balances at central banks 37,522 14,493
Debt securities - 6,500
Gross Loans and leases receivable
(net of ECLs)
Stage 1 101,054 17,127
Stage 2 - 553
Stage 3 - 316
Other assets 1,012 927
Off-balance sheet:
Loan commitments and other credit
related liabilities 19,700 6,159
==================================== ======== ========
As at 31 March 159,288 46,075
==================================== ======== ========
The Group's exposure to credit risk is influenced mainly by the
individual characteristics of each customer loan, lease or
receivable. Each new customer is analysed individually for
creditworthiness before payment is made. The conduct of customer
accounts is reviewed regularly.
Exposure to credit risk is managed in part by obtaining
collateral security and corporate and personal guarantees, as
management considers necessary. Property bridging loans are secured
over the property for which the loan is advanced and personal
guarantees are also obtained.
The Group establishes an allowance for impairment in accordance
with IFRS 9.
The table below shows the loan exposures of the Group in respect
of secured loans:
2022
==========================
Loan Balance Collateral
Group GBP'000 GBP'000
=============================== ------------- -----------
Loans and advances under IFRS
9
Stage 1 97,738 200,577
Stage 2 - -
Stage 3 - -
As at 31 March 97,738 200,577
------------------------------- ------------- -----------
The table below represents an analysis of the loan to value of
the loan exposures secured by property:
2022
===============================
Loan Balance Collateral
Group GBP'000 GBP'000
=============== ------------------ -----------
Less than 60% 53,260 132,652
Stage 1 53,260 132,652
Stage 2 - -
Stage 3 - -
------------------ -----------
60%-80% 44,478 67,925
Stage 1 44,478 67,925
Stage 2 - -
Stage 3 - -
------------------ -----------
80%-100% - -
------------------ -----------
Stage 1 - -
Stage 2 - -
Stage 3 - -
--------------- ------------------ -----------
As at 31 March 97,738 200,577
=============== ================== ===========
In addition to secured loans, there were unsecured loans of
GBP3,316,000 at 31 March 2022.
The table below shows the concentration of the portfolio and the
value of collateral held by loan product and location:
2022
==========================
Loan Balance Collateral
Group GBP'000 GBP'000
=========================== ------------- -----------
Concentration by Product
Bridging 9,757 23,361
Commercial 64,038 135,522
Professional buy-to-let 24,713 41,694
Working capital 940 -
Professional practice 756 -
Hire purchase 190 -
Finance leases 660 -
=========================== ============= ===========
As at 31 March 2022 101,054 200,577
=========================== ============= ===========
Concentration by Location
East Midlands 3,838 10,855
East of England 6,020 16,790
London 20,290 43,325
North East 3,298 5,325
North West 21,340 38,378
South East 35,746 72,890
South West 662 1,190
Wales 1,476 3,303
West Midlands 215 395
Yorkshire & Humberside 4,853 8,126
Unsecured loans 3,316 -
--------------------------- ------------- -----------
As at 31 March 2022 101,054 200,577
=========================== ============= ===========
Foreign exchange risk
The foreign exchange risk for the Group is immaterial as the
financial instruments held by the Group are largely denominated in
sterling.
Liquidity risk
Liquidity risk is the risk that the Group, although solvent,
either does not have sufficient financial resources to enable it to
meet its obligations as they fall due or can only secure such
resources at excessive cost. The Group's approach to managing
liquidity is to ensure, as far as possible, that it will always
have sufficient liquidity to meet its liabilities when due, under
both normal and stressed conditions, without incurring unacceptable
losses or risking damage to the Group's reputation.
The Group has sufficient cash to meet its current requirements.
At 31 March 2022 and 31 March 2021, the Group did not have a bank
overdraft facility.
The total gross contractual undiscounted cash flows for
financial liabilities, including interest payments are:
Less than 3 to 12 1 to
On demand 3 months months 5 years > 5 years Total
Year ended 31 March GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
2022
====================== ========= ============ ======= ======== =========== =======
Group
Interest -- bearing
borrowings - 296 2,409 236 109 3,050
Other liabilities - 4,118 - - - 4,118
Customer deposits 107 4,721 58,741 34,824 - 98,393
Lease liabilities - 44 56 35 - 135
====================== ========= ============ ======= ======== =========== =======
107 9,179 61,206 35,095 109 105,696
====================== ========= ============ ======= ======== =========== =======
Less than 3 to 12 1 to
On demand 3 months months 5 years > 5 years Total
Year ended 31 March GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
2021
====================== ========= ============ ======= ======== =========== =======
Group
Interest -- bearing
borrowings - 754 2,310 3,068 - 6,132
Other liabilities - 4,019 - - - 4,019
Customer deposits - 2 - - - 2
Lease liabilities - 77 225 110 - 412
====================== ========= ============ ======= ======== =========== =======
- 4,852 2,535 3,178 - 10,565
====================== ========= ============ ======= ======== =========== =======
Interest rate risk
The Bank has interest -- bearing assets and liabilities at fixed
interest rates. The Group may make loans on either a fixed or
variable (floating) interest rate basis. Changes in the interest on
variable (floating) loans will arise from changes in the underlying
Bank of England base rate or market rate. The Group mitigates
interest rate risk through the Recognise Bank Asset and Liability
Committee which is responsible for identifying, managing and
controlling all balance sheet risks in accordance with Recognise
Bank's chosen business strategy. With this exception, the Group and
Company had no floating rate borrowings at either 31 March 2022 or
31 March 2021.
In line with regulatory reporting requirements, as set by the
EBA, the Bank considers a parallel 200 basis points (bps) movement
to be appropriate for evaluating sensitivity to interest rate risk.
As at 31 March 2022 the Group estimates that a +/- 200 bps movement
in interest rates would have impacted the economic value of equity
by +GBP26k/-GBP20k respectively (2021: +GBP184k/-GBP178k).
Valuation of financial instruments
The Group measures the fair value of an instrument using quoted
prices in an active market for that instrument. A market is
regarded as active if quoted prices are readily and regularly
available and represent actual and regularly occurring market
transactions. In Recognise Bank this applies to Gilts and Treasury
Bills which are held at fair value which is determined on a monthly
basis by recalculating the nominal value of each holding against
the close-of-business market price for each relevant
instrument.
The Group measures fair value using the following fair value
hierarchy that reflects the significance of the inputs used in
making measurements:
Level 1: inputs are quoted prices in active markets for
identical assets or liabilities that the entity can access at the
measurement date
Level 2: inputs are inputs other than quoted market prices
included within Level 1 that are observable for the asset or
liability, either directly or indirectly
Level 3: inputs are unobservable inputs for the asset or
liability
No Level 1 or Level 2 assets were held at 31 March 2022 (2021:
Level 1 Debt securities GBP6,500,500).
Level 3 valuation
In March 2021, assets within the Milton Home and Acorn to Oaks
disposal groups became Level 3 assets on their reclassification as
disposal groups. Investment properties and financial assets -
equity release plans held by Milton Homes were already Level 3
assets. There were no transfers of assets between categories during
the previous year. An asset is transferred when, due to changes in
circumstances, it falls into another category within the fair value
hierarchy.
The following tables present the Group's assets
that are measured at fair value:
2022 2021
Level 3 valuation GBP'000 GBP'000
Acorn to Oaks disposal group - 1,114
Milton Homes disposal group - 8,450
- 9,564
================================================ ======= =======
The movement on level 3 assets is as follows:
2022 2021
GBP'000 GBP'000
Balance at 1 April 9,564 68,952
Movements prior to reclassification
Additions - -
Equity transfer - 1,212
Revaluations - 6,712
Disposals (9,564) (7,188)
===================================== ======= ========
- 69,688
Transfer to Milton Homes disposal
group - (69,688)
Additions - disposal groups - 9,564
===================================== ======= ========
Balance at 31 March - 9,564
===================================== ======= ========
Capital Management
The Group maintains an actively managed capital base to cover
risks inherent in the business. The primary objectives of capital
management are to ensure that the Group complies with both external
and internal capital requirements and maintains healthy capital
ratios in order to support its business and maximise shareholder
value.
The Group has prepared detailed budgets which include an
assessment of its future capital requirements and is developing
plans to meet these by accessing new funding as required.
The Group manages its capital structure and makes adjustments to
it in the light of changes in economic conditions, risk
characteristics of its activities and regulatory requirements. The
adequacy of the Group's capital is monitored using, amongst other
measures, the rules and ratios established by the PRA.
During the past year, the Group complied in full with all its
externally imposed capital requirements. The table below shows the
Group's CET1 capital ratios as at 31 March 2022 and 31 March
2021.
Group
----------------
2022 2021
Capital Ratios (unaudited) GBP'000 GBP'000
------------------------------------------------- ------- -------
CET 1 Capital Instruments 38,031 39,386
Deductions - Intangible assets/ Other deductions (980) (4,590)
------------------------------------------------- ------- -------
CET 1 Capital after Deductions 37,051 34,796
------------------------------------------------- ------- -------
Own Funds 37,051 34,796
-------------------------------------------------
CET1 Capital Ratio 41.47% 78.86%
------------------------------------------------- ------- -------
Total Capital Ratio 41.47% 78.86%
------------------------------------------------- ------- -------
15 Risk statement
The Board has overall responsibility for ensuring the Group
operates in a safe and sound manner and for establishing an
organisational structure to discharge this duty.
The Company's Audit and Risk Committee is responsible for the
oversight of both Group risk management and the Group's internal
control environment. The Group's business activities are now
primarily conducted through Recognise Bank and the Audit and Risk
Committee relies increasingly on the oversight of committees
established by the Recognise Bank board.
The Board reviews and assesses the principal and emerging risks
in the Group annually. In addition to matters reported by the
Company's Audit and Risk Committee, the Chief Risk Officer of
Recognise Bank (CRO) provides input to the Board.
As a fully authorised UK bank, Recognise Bank has developed a
strong risk management function to address the operational and
other risks it faces. The Board endorses the risk management
strategy of Recognise Bank which is set out below and, to the
extent it is applicable, has adopted it for the Company and other
group companies.
Risk culture
Recognise Bank understands the need for an open and clear risk
management approach and the risk culture in Recognise Bank is
designed to facilitate:
-- strong risk awareness across the organisation;
-- reward structure that aligns with risk appetite and reinforces the risk management culture;
-- risk-aware decision-making in line with strategic goals;
-- clarity in roles and responsibilities within the three lines of defence; and
-- risks being identified, quantified, managed and reported in a timely fashion.
All employees are provided with training during their induction
and have ongoing refresher training.
Risk appetite
The Risk Appetite Statement, which is approved by the Recognise
Bank board, is reviewed regularly.
Risk Appetite Statements include qualitative and quantitative
measures of risk, and the position against risk appetites is
reported monthly to the Recognise Bank Board.
The Risk Appetite Statement cover the risks included in the
Principal Risks identified in the table below.
Enterprise risk management
All business areas maintain risk and control self-assessments
("RCSAs") within an enterprise risk management system, which
records the risks and controls. RCSAs are subject to approval by
members of the Recognise Bank Executive Committee ("Executives")
and are subject to re-certification and approval at regular
intervals, which are set depending on the risk.
Material risks based on these RCSAs are reported to the
Executive Risk Committee ("ERC") monthly, and to the Board Risk
Committee ("BRC") on an exceptions basis (ie those risks which are
outside risk appetite).
Emerging risks
All colleagues, particularly Executives, are tasked with
identifying emerging risks and ensuring these are adequately
captured in the enterprise risk management system.
Recognise Bank maintains a risk radar, which includes emerging
risks identified from regulatory publications and industry
publications.
Scenario testing
Recognise Bank runs an annual programme of adverse scenarios,
such as a cyber attack, to test the adequacy of controls and
incident management plans. The results are reported to the ERC and
are summarised for the BRC.
Risk strategy
Recognise Bank operates an annual reassessment of the risk
management framework, in which it considers the risk management
capability that it aims to have in place to support the business in
the next 12 to 18 months, and sets out any actions required to
improve and develop the risk management framework.
The Risk strategy is subject to approval by the BRC, and
progress against the actions in the Risk strategy is provided to
each ERC and BRC meeting.
Three lines of defence
Recognise Bank operates three lines of defence.
The first line of defence accepts, manages, and declines risks;
owns the risks, and implements controls and/or other methods to
mitigate the risk, as required; and operates within the Recognise
Bank board approved risk appetite statements and supporting
limits.
The second line of defence (Risk team) supports the Recognise
Bank board in establishing and maintaining the risk management
framework; provides independent challenge to the business; provides
assurance through a risk and compliance monitoring and testing
plan; provides independent reporting to the Board against risk
appetite; and reports to the Board Risk Committee.
The third line of defence (internal audit) reviews the internal
control environment, including culture and governance, and reports
to the Audit Committee.
Risk function
The Risk function, led by the CRO, is responsible for oversight
of risks in the Group and this is achieved by:
-- providing support and advice to the first line of defence;
-- establishing the risk framework;
-- monitoring the performance of the business against those risks; and
-- reviewing action plans where risk appetite is, or is at risk of, being exceeded.
All colleagues
All colleagues in Recognise Bank have a responsibility for risk
identification and management. This includes the identification and
assessment of risks, working openly and cooperatively with the
second and third lines of defence, and addressing recommendations
or findings on a timely basis.
Each business area is responsible for maintaining clear
processes, and managers are responsible for ensuring that their
staff have the appropriate skills and/ or experience and training
for their roles.
The Risk management section of the Annual Report includes a
table that sets out further information on principal risks and
uncertainties together with key mitigants and controls that apply
for each.
16 Reclassification of prior year figures
The tables below provide a reconciliation between the
consolidated income statement and consolidated balance sheet as
originally presented in the financial statements for the year ended
31 March 2021 and the prior year figures in the financial
statements for the current year, following reclassifications
occasioned by a change in the presentation of the financial
statements. As explained in note 1, the change in the presentation
and classification of the financial statements reflects the change
in the Group's business activities.
Consolidated income statement
The revised presentation of the consolidated income statement
has not resulted in any changes in the results for the year ending
31 March 2021. The representation of the prior year consolidated
income statement is as follows:
Re-presented figures - 2021
--------- -------------------------------------------------------------------------------------------------
Net
impairment
loss
Consolidated 2021 Net Net fees on
income Annual interest and Staff Operating Finance financial Discontinued
statement Report income commission costs expenses expense Depreciation assets operations
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
---------------- --------- --------- ----------- -------- ---------- -------- ------------- ----------- -------------
Revenue 1,976 1,900 76
Cost of
sales (13) (12) (1)
Administrative
expenses (11,396) (7,674) (3,327) (395)
Other income 103 103
Provision
for bad
and doubtful
debts (138) (138)
Finance
expense (651) (614) (1) (36)
Loss after
tax from
discontinued
operations (2,760) (2,760)
Loss for
the year (12,879) 1,286 167 (7,674) (3,329) (36) (395) (138) (2,760)
---------------- --------- --------- ----------- -------- ---------- -------- ------------- ----------- -------------
Consolidated balance sheet
The revised presentation of the consolidated balance sheet as at
31 March 2021 has not changed either the description or amounts of
the following items within the consolidated balance sheet:
2021 Annual Report GBP'000
--------------------------------------------------------- ---------
Intangible assets 1,028
Property, plant and equipment 150
Right-of-use assets 369
Debt securities 6,500
Cash and cash equivalents 14,493
Assets in disposal groups classified as held for
sale 66,294
Liabilities directly associated with assets in disposal
groups classified as held for sale (56,730)
--------------------------------------------------------- ---------
The following items have been reclassified as shown in the table
below:
Re-presented figures - 2021
================================================================================
Extracts from 2021 Loans Deposits
Consolidated balance Annual and advances Other from Lease Other
sheet Report to customers assets Borrowings customers liabilities liabilities
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
======================= ========= ============== ======== =========== =========== ============= =============
Non-current assets
Loans 7,149 7,149 - - - - -
Finance leases 988 988 - - - - -
Current assets
Loans 7,496 7,496 - - - - -
Finance leases 398 398 - - - - -
Trade and other
receivables 3,071 2,144 927 - - - -
======================= ========= ============== ======== =========== =========== ============= =============
Total assets (A) 19,102 18,175 927 - - - -
----------------------- --------- -------------- -------- ----------- ----------- ------------- -------------
Current liabilities
Borrowings (4,022) - - (4,022) - - -
Trade and other
payables (4,424) (179) - - (2) - (4,243)
Lease liabilities (289) - - - - (289) -
Non-current
liabilities
Borrowings (2,976) - - (2,976) - - -
Lease liabilities (109) - - - - (109) -
======================= ========= ============== ========
Total liabilities
(B) (11,820) (179) - (6,998) (2) (398) (4,243)
As reclassified
(A-B) 7,282 17,996 927 (6,998) (2) (398) (4,243)
17 Post balance sheet events
Exercise of Subscription Agreements warrants
On 16 May 2022, the two holders of the Subscription Agreements
warrants, Parasol V27 Limited and Max Barney Investments Limited,
exercised their warrants to subscribe a gross amount of
GBP6,526,250 in cash for 9,458,333 ordinary shares of 2p each which
were issued at 69p each. The net proceeds of GBP6.45m have been
invested in Recognise Bank to support its continuing growth and
investment in technology.
8% Redeemable Preference Shares in Credit Asset Management
Limited ("CAML")
On 16 May 2022, the Company acquired GBP2,069,914 8% Redeemable
Preference Shares in Credit Asset Management Limited ("Preference
Shares") held by HPB Pension Trust, an entity associated with Max
Barney Investments Limited. The consideration of GBP2,179,704,
which comprised the nominal value plus the amount of accrued but
unpaid dividends on the Preference Shares, was satisfied by the
issue of 3,158,992 new ordinary shares of 2 pence at 69p each. All
the Preference Shares in issue were then held by the Company.
On 26 July 2022, the Company subscribed GBP3m for ordinary
shares which were issued at par by CAML. On 27 July 2022, CAML
redeemed the GBP3m Preference Shares in issue from the proceeds of
this issue of ordinary shares. Following the redemption, CAML had
only ordinary shares in issue, all of which were held by the
Company.
Annual General Meeting
The 2022 annual general meeting will be held at 12.30 pm on 6
October 2022 at the office of the Company at 2nd Floor, Augustine
House, 6A Austin Friars, London EC2N 2HA. The notice of meeting
will be included in the Annual Report which will be posted to
shareholders on 12 September 2022.
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