TIDMTEAM
RNS Number : 1589M
Team PLC
10 January 2023
10 January 2023
TEAM plc
(" TEAM " or the " Company ")
Final Results
TEAM plc (AIM: TEAM), the wealth, asset management and
complementary financial services group, announces its final results
for the year to 30 September 2022.
Financial Highlights
-- Revenues increased 44% to GBP2.1 m (FY 21: GBP1.5m)
-- Adjusted EBITDA a loss of GBP0.8m (FY 21: GBP0.8m)
-- Net assets increased by 15% to GBP8.6 million (FY21: GBP7.4 million)
-- Group assets under management / advice up 94% at GBP575m (FY 21: GBP297m)
-- Annualized revenue run rate of GBP3.7m, as at 30 September 2022
Operational Highlights
-- Increased headcount to 33 up from 16 at the outset of the year
-- Completion of strategic acquisitions, now full set of capabilities in Jersey
-- Starting to realising cost and revenue synergies
-- Recurring asset inflows improved, while markets and outflows not expected to recur
-- Good pipeline of acquisition opportunities
Commenting on the results Mark Clubb, Executive Chairman of
TEAM, said:
"Our ambition remains to become a leading wealth and asset
management business and these results reflect good progress towards
this aim. In May we raised a further GBP2.7m to fund acquisitions
and working capital. We have completed the acquisitions of Omega
and Concentric both of which have bedded down well and our
annualised revenues are now up to GBP3.7m. We have established a
good base in Jersey and have an excellent pipeline of opportunities
ahead of us as we enter 2023. We look forward to further developing
our business in the coming year."
For further information, please contact:
Team plc Tel: +44 (0) 1534
877210
Mark Clubb / Matthew Moore
Shore Capital (Nominated Advisor & Broker) Tel: +44 20 7408
4090
Tom Griffiths / Iain Sexton (Corporate Advisory)
Guy Wiehahn (Corporate Broking)
Hannam & Partners (Financial Advisor to TEAM) Tel: +44 20 7907
8500
Giles Fitzpatrick / Ernest Bell / Richard Clarke
Novella Communications (Financial PR) Tel: +44 20 3151
7008
Tim Robertson / Safia Colebrook team@novella-comms.com
About TEAM plc
TEAM plc is building a new wealth, asset management and
complementary financial services group. With a focus on the UK,
Crown Dependencies and International Finance Centres, the strategy
is to build local businesses of scale around TEAM plc's core skill
of providing investment management services. Growth will be
achieved via targeted and opportunistic acquisitions, team and
individual hires, collaboration with suitable partners, and by
organic growth and expansion.
TEAM plc has three principal activities, Investment and Fund
Management, Treasury Services and Financial Advice.
Investment and Fund Management provides discretionary investment
management services, model portfolios, bespoke portfolios and fund
management services via fixed income and equity fund vehicles.
Total assets managed as at 30 September 2022 were GBP249m (FY21:
GBP297m).
Treasury Services focused on improving the return and mitigating
the risks associated with the management of cash for institutions,
professional advisers, trustees and high net worth individuals.
Financial advice - primarily for individuals resident in Jersey,
and investment consultancy services to wealthy individuals and
trusts.
The Group's income is predominantly derived from activities
conducted in Jersey, Channel Islands, with a number of retail, high
net worth, family office, sovereign, institutional and corporate
clients.
At the year end, the Group had 33 staff (FY21: 16), with 1 in
the UK and 32 in Jersey (FY21: 1 and 15 respectively).
Executive Chairman's Statement
Progress
I am pleased to present the second set of full year results of
TEAM plc (the "Company") as a public quoted company. At the time of
admission to trading on AIM in March 2021, we set out our ambition
to become a leading wealth and asset management business. I am
delighted to confirm that we continue to make significant progress
towards this goal in spite of the market turbulence seen this
year.
Savers and investors alike have been confronted with higher
inflation and higher interest rates, coupled with geopolitical and
domestic tensions. Our investment process, which is based on a
systematic approach, diversification and active management, has
demonstrated its value as we navigate these challenging markets and
we are proud of our investor returns in the year. It is testament
to the expertise and discipline of our Investment Committee, headed
by Jason Jones, but more specifically, Craig Farley, our Head of
Multi Assets.
Results
Our financial results reflect the contribution made to the
business from the first full year's consolidation of JCAP as well
as two months of contributions from Omega and Concentric. Group
assets under management/advice for the year were up 94% from GBP297
million to GBP575 million. Results also mirror a period of
sustained market turbulence which led to some net asset outflows.
Group revenues increased by 44% from GBP1.5 million to GBP2.1
million and adjusted EBITDA, our preferred measure of
profitability, was unchanged at a loss of GBP0.8 million, as
contributions from acquisitions were offset by a decline in
revenues in investment management. Net assets increased by 15% to
GBP8.6 million (FY21: GBP7.4 million) and we are well placed to
continue with our growth plans.
Investment and Fund Management
In 2022, our investment management business launched its model
portfolio service across four platforms (Morningstar, 7IM, Quilter
International and Novia Global). The investment track record
continues to build with our multi-asset portfolios outperforming
the MPI peer group across all four strategies.
This strong relative performance reflects the dedicated research
efforts undertaken by the investment team during the first half of
2021 to overhaul TEAM's investment philosophy and framework.
Central to the process is that the financial market landscape
during the next twenty-five years is highly unlikely to resemble
that of the past twenty-five years which was an extraordinary
period of history, defined by little-to-no inflation, zero interest
rates, globalisation, and expanding central bank balance sheets.
This is now behind us, with profound consequences for asset
allocation. TEAM has responded by expanding our allocation menu to
provide more sources of capital growth and income for our clients,
whilst always seeking out genuine diversification. We have
side-stepped a lot of volatility and downside this year by holding:
-
a) Far less equity risk than our peers;
b) Zero conventional sovereign and investment grade bonds until
Q4 2022 (until that point they represented 'return-free risk');
c) Consistent exposure to energy commodities, the standout
sector of 2022; and
d) Healthy levels of cash, which has re-emerged as a strategic
asset class after years in the wilderness.
Whilst TEAM Asset Management remains loss making, the path to
break even is clear. Additional fee revenue will not require
significant increases in costs. I am confident, given the
investment performance and more focused and resourced business
development, that we can achieve this. A Group Revenue committee
has been established and we are encouraged by the asset flows
coming from new and existing IFA clients.
With our entrepreneurial culture, we expect to continue to
attract relationship managers as well as to identify further
acquisition opportunities. The business is well placed to scale as
it benefits from building its performance track record and attracts
new clients and talent. We look forward to better opportunities
ahead in 2023.
Treasury Services
JCAP, our Treasury Services business, has benefited from
increased focus on cash advisory services as interest rates have
increased. The Bank of England raised interest rates 9 times since
December 2021 and the base rate now stands at 3.5%. It is forecast
to increase further and rates are expected to remain elevated in
the UK, Eurozone and US into 2024.
We continue to extend our client base into the institutional and
particularly Jersey trust market and have identified a number of
significant opportunities, all helped by the "tailwind" of higher
interest rates.
Financial Advice and Consultancy
Concentric and Omega are significantly integrated into the Group
as we had been working closely with the respective teams and
jointly planning projects as we awaited regulatory approvals. Much
of the work to identify revenue and costs synergies, improve
controls and improve client outcomes within these businesses has
been started. There are clear revenue synergies and clients will be
able to benefit from group investment management services. We
anticipate that recruitment to meet both client demand and
succession planning will be one of the biggest challenges that we
need to address. However, we think that the entrepreneurial
business environment we offer will be appealing to experienced
practitioners and experienced staff have already been brought into
the business.
Acquisitions
Part of our growth strategy is to identify both targeted and
opportunistic acquisitions to enhance the range and quality of
services that we offer. In August 2022, we were able to complete
the acquisition of Omega, a Jersey-based IFA specialising in
retirement planning, mortgage advice, life assurance and bespoke
investment advisory services for a headline consideration of GBP4
million. Somewhat frustrating was the time it took to receive
regulatory approval which impacted the Group's financial results
for the year ended 30 September 2022. We are working through a
remediation exercise over certain historic control and management
matters identified by the Jersey Financial Services Commission
("JFSC"). Against this, Omega has continued to deliver strong
financial results, but unfortunately we were only able to include
two months' trading in these results.
In the same month, we completed the acquisition of Concentric, a
Jersey based financial planning and investment consultancy business
focused on higher net-worth individuals both in Jersey and
internationally. It is a very well managed business with strong
processes and procedures, particularly regarding compliance, which
will be used to strengthen the operating models of Omega and
potentially other advisory businesses that we may acquire
internationally.
ESG
Turning to ESG, our growing collaboration with BlackRock, a
globally recognised analytics and reporting provider, has been very
well received by existing and potential clients. BlackRock gives
TEAM point-in-time analytics and reporting capabilities for our
investment models. In addition to stand alone risk reporting and
scenario analysis that seeks to measure the potential impact of
disruptive events on our models, a key feature is our ability to
extract an overall ESG score for each model, in addition to
standalone 'E', 'S', and 'G' scores. For clients with specific ESG
preferences or needs that may deviate slightly from TEAM's core
investment model offering, we can build tailored solutions and
provide an external reporting capability to ensure expectations are
being met.
TEAM Plc is a Jersey based company and we look to contribute to
our community in a meaningful manner. This year we again supported
the Jersey Action Against Rape fundraising competition, and the
"Borrow a Bucket" initiative showing Jersey as an environmentally
friendly destination that also has "Impact" initiatives.
Ambition
TEAM is building a new wealth, asset management and
complementary financial services group. With a focus on the UK,
Crown Dependencies and International Finance Centres, our strategy
is to build local businesses of scale around our core skill of
providing investment management services. In May 2022, we raised
GBP2.7m from new and existing shareholders to fund acquisitions and
working capital. The acquisitions of Omega and Concentric have
enhanced our range of products and broadened our financial advice
services increasing the scale of our addressable market. We will
continue to look to grow our adviser presence organically by
recruitment and via acquisition. We have been and are actively
engaged in many conversations. The Group continues to aim for its
target of completing two acquisitions per financial year, of
increasing scale, and I am confident that this will be
achieved.
I believe that we have a settled, experienced management team
with depth, and are at the beginning of our "path to progress." I
very much look forward to making further progress in the coming
year while remaining mindful of the continuing macro-economic
turbulence and market volatility. I remain confident in the Group's
longer-term prospects and the value we are building.
Looking forward
Since our IPO, and in keeping with the commitments that we made
at that time, we have taken every opportunity to develop and grow
our business to enhance our services for clients.
We will continue to seek opportunities to enable us to work
towards our goal to become a leading wealth and asset management
business both in Jersey as well as internationally. We have deep
experience as a management team on integrating acquisitions and
identifying ways to enhance revenue growth across the Group. Our
ethos is entrepreneurial - our team is energetic and excited by the
potential of being involved at the inception of a fast-growing
future leader in the sector. I would like to thank the team for
their commitment and hard work over the period and look forward to
continued collaboration and success.
We expect to bring potential acquisitions to enhance TEAM and
deliver the business plan to our shareholders, and further equity
funding will be required to complete these transactions, and to
fund the expected working capital requirements we forecast in the
coming 12 months.
We look to build resilience, be courageous in our ambitions,
establish new clients and business lines, continue to grow and
improve our technology resources in a fast-moving world, and lastly
develop, and grow our existing and new potential colleagues. Staff
retention is about providing opportunity and support. We look to
offer fulfilling careers across a diverse range of candidates and
roles.
I very much look forward to the coming year while remaining
mindful of the continuing macro-economic turbulence and market
volatility. I remain confident in the Group's longer-term prospects
and the value we are building. This confidence has been, and will
continue to be, evidenced by my ongoing purchase of TEAM Plc
shares.
Mr J M Clubb
Executive Chair
9 January 2023
Performance and Strategic Report
Introduction
The Directors present their Strategic Report on the Group for
the year ended 30 September 2022.
Overview
The Directors' aim is to provide long term capital appreciation
for Shareholders by building a profitable and sustainable business.
Growth will be sought through winning new clients and targeted
acquisitions, underpinned by investment in the support
infrastructure.
The overall strategy is to promote the continued development of
the Group into a leading wealth and asset management business. It
is expected that the Group's growth will be achieved through:
-- an acquisition driven strategy to bring into the Group
complementary offshore and onshore wealth and asset management
businesses;
-- a focus on delivering revenue and cost synergies, leveraging
our increasing scale and breadth of services to gain a greater
share of client wallet and economies of scale for clients and the
Group.
-- identifying complementary services such as specialist funds,
cash management, and corporate services.
-- the expansion into complementary locations - onshore UK,
Crown Dependencies, other International Finance Centres, and
-- AUM growth through team and selective hires and targeted business development.
The Directors believe that the successful execution of a buy and
build strategy to acquire incremental scale is likely to have the
most meaningful impact on the future value of the Group. The
Directors believe that there are a number of asset managers who are
significantly underperforming due to a variety of factors,
including poor management, poor investment performance, increased
regulatory and technology requirements, lack of capital and
strategic vision.
Key Performance Indicators (KPIs)
As TEAM is in the initial stages of delivering the strategic
plan for the business, the Board has yet to set longer term
measures for the assessment of the performance of the business.
The key targets for the Directors are to:
-- manage the business with a high standard of corporate governance;
-- improve the operating performance of the Group to a cashflow positive position;
-- build the business to scale within Jersey, which we define as
AUM of over GBP500m and an operating surplus;
-- integrate and deliver the cost and revenue synergies
identified in the acquired businesses, and
-- build and convert our pipeline of acquisition opportunities.
This will enable the Directors to reapproach the shareholder base
and potential investors for further funding to continue the Group's
inorganic growth plans. A necessary part of further acquisitions
will be raising additional financing, which is expected to be
required for any further acquisitions to be made by the Group.
These measures, along with revenue, cost and profitability
measures, will be developed into longer term KPIs for the business,
to which future Board remuneration will be aligned.
Principal risks and uncertainties
Risk appetite is established, reviewed, and monitored by the
Board. The Group, through the operation of its Committee structure,
considers all relevant risks and advises the Board as necessary.
The Group and each operating entity maintains a comprehensive risk
register as part of its risk management framework encouraging a
risk-based approach to the internal controls and management of the
Group.
The Group seeks to ensure that its risk management framework and
control environment is continuously evolving which the Board
monitors on an ongoing basis.
Liquidity and capital risk: the Group's focus is on bringing the
business to a positive cash flow position, whilst implementing its
growth strategy. Before this goal is reached, the availability of
sufficient liquid resources to meet the operating requirements of
the business, and any deferred payments due to vendors of
businesses to the Group, are closely monitored and a key element of
any investment decisions take n.
Operational risk: operational risk is the risk of loss to the
Group resulting from inadequate or failed internal processes,
people, and systems, or from external events. Each trading entity
conducts a business risk assessment to identify all risks faced,
and to put in place effective mitigating controls and procedures.
These are reviewed regularly.
Business continuity risk : the risk that serious damage or
disruption may be caused as a result of a breakdown or
interruption, from either internal or external sources, to the
business of the Group. This risk is mitigated in part by the Group
having business continuity and disaster recovery arrangements.
Credit risk: the Board takes active steps to minimise credit
losses, including the close supervision of credit limits and
exposures, and the proactive management of any overdue accounts.
Additionally, risk assessments are performed on an ongoing basis on
all deposit taking banks and custodians and our outsourced
relationships .
Non-compliance with laws and regulations risk: the Group has
Compliance and Operations functions resourced with appropriately
qualified and experienced individuals. The Directors monitor
changes and developments in the regulatory environment and ensure
that sufficient resources are available for the Group to implement
any required changes .
S.172 Statement
As a Jersey company, TEAM plc does not fall under the UK
Companies Act 2006 (the "CA 2006"), but we do follow the
requirements under section 172 CA 2006 by which the Directors have
a duty to promote the success of the Company for the benefit of
shareholders as a whole. In doing so, the Directors have regard to
the likely consequences of any decision in the long-term; the
desirability of the Company for maintaining a reputation for high
standards of business conduct; and the need to act fairly as
between members of the Company.
In this context, the Company is proposing to seek new revenue
opportunities in developing an asset and wealth management
business. The Board considers that its primary stakeholders are
shareholders, employees, clients, suppliers and regulators. We set
out below how we engage with our stakeholders:-
Shareholders - contact with our shareholders is through a number
of avenues which include the Annual Report, Annual General Meeting,
one-to-one meetings and telephone conversations. Matters under
discussion include strategy and its execution and generating strong
returns.
Employees - the Board engages with employees through a variety
of methods, including regular face-to--face meetings with the
management teams of the operating entities. The executive Directors
are more actively engaged with the relatively small number of
staff, all of whom (bar the CFO) live and work on Jersey, and are
known personally to the management team.
Clients - the Company through its subsidiaries aims to provide
investment products and advisory services that meet the needs of
its clients. The Company's subsidiary management teams update the
Board on a regular basis on matters of client service and
performance, and new client requirements.
Suppliers - the Company places reliance on external third party
providers for certain activities and services. The selection
process and engagement with these parties is undertaken by senior
management to ensure the smooth operation and delivery of services
to the Company .
Regulators - three of the Company's subsidiaries are regulated
by the JFSC. Regular ongoing communication with the JFSC is
maintained by the boards of the respective operating companies, and
regular management information is supplied as required. All Board
members and key individuals of the regulated entities are approved
in their roles by the JFSC.
The Performance and Strategic Report on pages 9 - 11 has been
approved by the Board and signed on its behalf.
Mr M C Moore
CFO and COO
9 January 2023
Financial Overview
A summary of the Group's performance for the financial year is
set out below:
Year to Year to
30 Sep 2022 30 Sep 2021
GBP'000 GBP'000
Revenues 2,120 1,469
Cost of sales (414) (267)
Operating expenses (3,271) (2,994)
Operating loss (1,565) (1,742)
Operating loss before exceptional
items (1,436) (1,052)
Exceptional items (129) (690)
Operating loss after exceptional
item (1,565) (1,742)
----------------------------------- ------------ ------------
Other income and charges (23) (9)
Loss before tax (1,588) (1,751)
Tax 64 45
Loss after tax (1,524) (1,706)
----------------------------------- ------------ ------------
Adjusted EBITDA, excluding exceptional items, is set out
below:
Year to Year to
30 Sep 2022 30 Sep 2021
GBP'000 GBP'000
Loss after tax (1,524) (1,706)
Interest 23 9
Tax (64) (45)
Depreciation 81 60
Amortisation of intangible assets 543 104
EBITDA (941) (1,488)
IPO related expenses* - 449
Acquisition related expenses** 129 241
Adjusted EBITDA (812) (798)
----------------------------------- ------------ ------------
Notes:
*On 8 March 2021 TEAM plc shares were admitted to trading on
AIM, costs relating to this exercise are treated as
exceptional.
** These are third party charges relating to the acquisitions of
Omega and Concentric in 2022 and Theta, JCAP and Omega and the
potential offer for Tavistock plc in 2021.
Financial analysis
The results for the year to 30 September 2022 when compared to
the prior year are as follows:
Revenue s
Total revenues rose 44% to GBP2.1m (FY 21: GBP1.5m) with a
significant increase from the first full year of contribution from
JCAP and two months' contributions from Omega and Concentric.
Team's run rate revenue (the annualised revenues the Group would
report if the AUM and fee rates remained static at the level shown
at 30 September 2022) was GBP3.7m (FY 21: GBP2.0m), with a run rate
revenue margin of 0.58% (the ratio of annualised revenues excluding
Treasury Services to client assets) (FY 21: 0.44%).
Investment and fund management revenues decreased from GBP1.3m
to GBP1.0m due to lower market values and net outflows principally
due to the loss of one large mandate.
Treasury services revenues in 2022 were GBP0.8m (FY 21: GBP0.2m
for three months only), which on an annualised basis was down from
the GBP1.0m recorded in the 12 months to 30 September 2021. This
reduction arose as one-off project fees and brokerage fees received
from a partner bank in 2021 did not recur in FY 2022. Additionally,
JCAP has raised a claim with a client for non-payment of fees,
which is expected to be successful, but until this is settled it is
not accruing for fees due.
The two financial advice and consultancy businesses (Omega
Financial Services (Jersey) and Concentric Group Limited) were
acquired in August 2022 and the revenues of GBP0.3m (FY21: nil)
reflect only two months of income. New business activity was lower
than that recorded in previous years by the acquired businesses,
reflecting that it was the quieter summer months that were
consolidated in Team's audited final results for the year ended 30
September 2022, and that new client activity was low against a
background of negative economic and political news.
Year to Year to
30 Sep 2022 30 Sep 2021
GBP'000 GBP'000
---------------------------------- ------------ ------------
Investment and Fund Management 1,025 1,283
Financial advice and consultancy 305 -
Treasury services 789 180
Other 1 6
Total 2,120 1,469
---------------------------------- ------------ ------------
Client assets
Total client assets increased year-on-year by 94% from GBP297m
to GBP575m as at 30 September 2022. This was primarily through the
inclusion of the two acquired financial advice businesses.
Investment Fund Financial
management management advice & consultancy Total
GBP'm GBP'm GBP'm GBP'm
-------------------------- ------------ ------------ ----------------------- ------
As at 30 Sept 2021 202 94 - 297
Inflows 41 32 - 73
Outflows (75) (14) - (89)
From acquired businesses - 0 326 326
Other including market
performance (18) (14) - (32)
Total AUM at 30 Sept
2022 151 98 326 575
-------------------------- ------------ ------------ ----------------------- ------
Investment management
Fees and commission are earned from investment management
services for individuals, trusts, sovereign agencies and
corporations. The majority of investment management clients are
managed on the Pershing CI platform, with some historic
relationships with other third party custodians.
Growth in this division will come from attracting new clients
from intermediaries, both from TEAM group companies and external
gatekeepers, primarily trustees and third-party financial advisers,
and from referrals from existing clients. We also expect to
continue to recruit relationship managers with existing client
relationships and execute further corporate acquisitions of
suitable investment management businesses on Jersey and
onshore.
The total Investment Management AUM as at 30 September 2022 was
GBP151m (FY21: GBP202m), a 25% decrease on the year, of which 9%
was asset price related, and the balance from client outflows.
The change in AUM reflected the departure of one client with
GBP40m under management, albeit at a low fee. Client wins of GBP41m
(20% of the opening balance) were pleasing, and a significant
increase on FY 2021 (GBP12m) with increased traction in the larger
pools of capital within the Jersey market and with overseas
financial advisers.
During the year, we launched our model portfolio services on
three retail platforms, and now manage clients' investments via our
models on each of these. We have started to see a flow of client
assets from our advisory businesses into TEAM models, helped by the
increased availability of the portfolios and the strong performance
of the models, especially against the peer group. As at 30
September 2022, assets advised and managed within the Group
totalled GBP3m.
Fund management
TEAM manages a range of Liechtenstein domiciled corporate bond
funds (the Keox funds), the TEAM International Equity Fund (TIEF),
which is a Dublin domiciled UCITS, and the Diversified Multi Asset
Income Fund, a Liechtenstein domiciled unitised version of our
income model portfolio (DMAIF) that was launched this year. These
are managed by the same investment team who manage the investment
clients' portfolios.
The FUM of the Keox funds, fell from GBP90m at 30 September 2021
to GBP80m at the year end, despite attracting gross inflows of
GBP16m, and a net inflow of more than GBP2m. The fall in value
reflects the difficult year for the asset class which was
negatively impacted by higher inflation and interest rates. The
share price of the main KEOX ESG Bonds fund declined by 14%,
outperforming both its benchmark and the majority of its peer group
over the year. The relative outperformance reflects the more
defensive duration stance of the fund at a time when bond yields
rose sharply.
TIEF was launched in May 2021 and is a long-only global equity
fund, managed by Mark Clubb. the Company's Executive Chair. FUM
grew to GBP5m as at 30 September 2022 from GBP4m as at 30 September
2021, an increase of 35%. The share price of the fund declined by
8%, versus a benchmark fall of 3%, during the 12 months, but
outperformed the majority of its global large-cap equity fund peer
group. The fund manager's active, high conviction style aims to
outperform over the medium-term and does not seek to track a
benchmark.
The Diversified Multi Asset Income fund was launched in July
2022 to give a unitised version of our model portfolio, which
better suits some clients' requirements. FUM was GBP12m as at 30
September 2022 (FY 21: nil).
TEAM does not charge fund management fees where investment
clients hold funds managed by TEAM.
Financial advice & consultancy
The financial advice and investment consultancy businesses were
acquired in August 2022, and client assets recorded only at the
quarter end, so the GBP326m of client assets are reported as
acquired. In future years, we will be able to report on inflows and
outflows and market effects.
Expenses
Total expenses rose by 13% to GBP3.6m (FY 21: GBP3.2m) with the
inclusion of JCAP for a full year (three months in 2021) and Omega
and Concentric for two months (nil for 2021).
Year to Year to
30 Sep 2022 30 Sep 2021
GBP'000 GBP'000
------------------------------ ------------ ------------
Cost of sales 414 267
Staff costs 1,678 1,335
Non-staff costs 1,722 2,299
------------------------------ ------------ ------------
Adjusted total costs 3,814 3,901
IPO related expenses - (449)
Acquisition related expenses (129) (241)
------------------------------ ------------ ------------
Total 3,685 3,211
------------------------------ ------------ ------------
As at 30 September 2022, the total staff in TEAM was 33, up from
16 at 30 September 2021, and staff costs were up 26% to GBP1.7m (FY
21: GBP1.3m). Costs of sales, primarily the cost of the Pershing CI
platform in investment management, were 55% higher at GBP0.4m (FY
21: GBP0.3m), reflecting a full year of use having started
incurring costs in Q3 2021. Non-staff costs, excluding IPO and
acquisition related expenses, were flat at GBP1.6m (FY21 GBP1.6m),
reflecting the focus on cost management across the Group and the
delivery of cost synergies from the three acquired businesses.
Omega is subject to enhanced monitoring and review by the JFSC,
following the identification of certain historic shortfalls in
management controls prior to its acquisition by TEAM. These
shortfalls are being remediated, at the cost of the vendor
shareholders, by the strengthened management team, and through the
roll-out of the operating model used by Concentric.
Exceptional Items
Acquisition related expenses included the legal, regulatory and
financial advice fees on the two completed transactions in 2022 and
one unsuccessful bid, and legal advice on the revised management
incentive plan.
Profits
EBITDA adjusted for IPO and acquisition related expenses was a
loss of GBP0.8m (FY 21: loss GBP0.8m), an increase of 2%, as the
lower revenues in investment management offset the contributions
from the full year of ownership of treasury services, and two
months' ownership of the financial advice businesses. The run rate
adjusted EBITDA at the yearend is a loss of GBP0.6m (FY 21: GBP1.4m
loss).
Tax
Regulated financial services businesses in Jersey pay a flat
corporation tax rate of 10%. The treasury services business is not
regulated and has a nil tax rate. The increased tax recovery in the
year reflects the higher taxable losses in the period.
Earnings per share
The headline loss per share decreased to 7.9p from 15.2p, a 48%
reduction. The adjusted loss per share decreased 42% to 4.2p from
7.1p.
Cash Flows
Cash decreased to GBP1.7m (FY21: GBP4.9m) as cash operating
losses of GBP1.1m were funded (FY 21: GBP1.5m) and cash payments of
GBP3.5m (FY 21: GBP1.6m) were made for acquired businesses.
Statement of Financial Position
Net assets increased by 15% to GBP8.5m (FY 21: GBP7.4m),
following the issue of new shares for GBP2.7m (FY 21: GBP9.6m) less
the GBP1.5m of retained losses (FY 21: GBP1.7m).
Going concern
The Directors have prepared financial projections along with
sensitivity analyses of reasonably plausible alternative outcomes,
covering clients and assets, cost inflation and take up of group
services. The forecasts demonstrate that the Directors have a
reasonable expectation that the Group will require additional
financial resources to meet the cash-settled deferred consideration
liabilities due in the financial year ending 30 September 2023
(GBP0.8m). This liquidity position has been exacerbated by the
challenging market conditions, with falls in asset prices, and cost
inflation, especially in salaries, moving the business away from
generating a cash profit from the current operations of the Group.
The requirement for additional fundraising has been highlighted as
a feature of the business model for TEAM in the initial years on
the business plan. The placing and subscription in May 2022 which
raised GBP2.7m for the acquisition of Concentric saw a high level
of follow on investment from the Company's institutional and
private shareholders, and certain Board members. It is this support
from the current shareholders, and the expectation that further
earnings enhancing acquisitions will be brought to current and
potential shareholders for equity financing in the coming financial
year, that gives the Board sufficient confidence to consider the
financial position to not meet the test for material uncertainty,
and for the going concern basis to be appropriate for the
accounts.
Dividends
The Board does not propose to pay a dividend in respect of the
financial year ended 30 September 2022 (FY 21: GBPnil).
Mr M C Moore
CFO and COO
9 January 2023
Corporate Governance
The Board recognises the importance of sound corporate
governance and has adopted the Corporate Governance Guidelines for
Smaller Quoted Companies published in 2018 by the Quoted Companies
Alliance (the "QCA Code"). The Directors anticipate that whilst the
Company will continue to comply with the QCA Code, given the
Group's size and plans for the future, it will also endeavour to
have regard to the provisions of the UK Corporate Governance Code
as best practice guidance to the extent appropriate for a company
of its size and nature.
Below are the 10 key governance principles as defined in the QCA
Code and details of how TEAM plc addresses each of these
principles.
1. Establish a strategy and business model which promotes long-term value for shareholders
How it should be applied:
The Board must be able to express a shared view of the Company's
purpose, business model and strategy. It should go beyond the
simple description of products and corporate structures and set out
how the Company intends to deliver shareholder value in the medium
to long-term. It should demonstrate that the delivery of long-term
growth is underpinned by a clear set of values aimed at protecting
the Company from unnecessary risk and securing its long-term
future.
How the Company applies it:
The Board is responsible for the Group's strategy. The operation
of the Board is documented in a formal schedule of matters reserved
for its approval which is reviewed annually. This includes the
Group's strategic aims and objectives. Further, the Group's
strategy is explained fully within our Strategic Report.
2. Seek to understand and meet shareholder needs and expectations
How it should be applied:
Directors must develop a good understanding of the needs and
expectations of all elements of the Company's shareholder base.
The Board must manage shareholders' expectations and should seek
to understand the motivations behind shareholder voting
decisions.
How the Company applies it:
The Board is committed to regular shareholder dialogue with both
its institutional and retail shareholders.
The principal opportunity for the Board to meet shareholders is
at the Company's AGM, which shareholders are encouraged to
attend.
The Company also has a dedicated email address which investors
can use to contact the Company. The CEO is responsible for
reviewing all communications received from shareholders and
determining the most appropriate response.
3. Take into account wider stakeholder and social
responsibilities and their implications for long-term success
How it should be applied:
Long-term success relies upon good relations with a range of
different stakeholder groups both internal (workforce) and external
(suppliers, customers, regulators and others). The Board needs to
identify the Company's stakeholders and understand their needs,
interests and expectations.
Where matters that relate to the Company's impact on society,
the communities within which it operates or the environment have
the potential to affect the Company's ability to deliver
shareholder value over the medium to long-term, then those matters
must be integrated into the Company's strategy and business
model.
Feedback is an essential part of all control mechanisms. Systems
need to be in place to solicit, consider and act on feedback from
all stakeholder groups.
How the Company applies it:
The Directors believe that, in addition to its shareholders, the
main stakeholders of the Company are its clients, its employees,
the communities in which it operates and its two regulatory bodies
(the London Stock Exchange, and the Jersey Financial Services
Commission).
The Company acts with integrity, focuses on creating results and
importantly values people - from its members of staff to those who
form the communities it engages with.
The Company dedicates significant time to understanding and
acting on the needs and requirements of each of these Groups by way
of meetings dedicated to obtain feedback.
The Directors are available to discuss any matter stakeholders
might wish to raise.
4. Embed effective risk management, considering both
opportunities and threats, throughout the organisation
How it should be applied
The Board needs to ensure that the Company's risk management
framework identifies and addresses all relevant risks in order to
execute and deliver strategy; companies need to consider their
extended business, including the Company's supply chain, from key
suppliers to end-customer.
Setting strategy includes determining the extent of exposure to
the identified risks that the Company is able to bear and willing
to take (risk tolerance and risk appetite).
How the Company applies it
The Board is responsible for determining the nature and extent
of significant risks that may have an impact on the Group's
operations, and for maintaining a risk management framework. The
Board is responsible for the management of risk and regularly
carries out a robust assessment of the principal risks and
uncertainties affecting the Group's business, discussing how these
could affect operations, performance and solvency and what
mitigating actions, if any, can be taken. There is an annual review
of the business risk assessments.
5. Maintain the Board as a well-functioning, balanced team led by the Chairman
How it should be applied
The Board members have a collective responsibility and legal
obligation to promote the interests of the Company and are
collectively responsible for defining corporate governance
arrangements. Ultimate responsibility for the quality of, and
approach to, corporate governance lies with the Chairman of the
Board.
The Board (and any Committees) should be provided with high
quality information in a timely manner to facilitate proper
assessment of the matters requiring a decision or insight.
The Board should have an appropriate balance between executive
and non-executive Directors and should have at least two
independent non- executive Directors. Independence is a Board
judgement.
The Board should be supported by Committees (e.g. audit,
remuneration, nomination) that have the necessary skills and
knowledge to discharge their duties and responsibilities
effectively.
How the Company applies it
The Board is responsible for the overall management of the Group
including the formulation and approval of the Group's long-term
objectives and strategy, the approval of budgets, the oversight of
Group operations, the maintenance of sound internal control and
risk management systems and the implementation of Group strategy,
policies and plans. While the Board delegates specific
responsibilities, there is a formal schedule of matters
specifically reserved for decision by the Board. Such reserved
matters include, amongst other things, approval of significant
capital expenditure, material business contracts and major
corporate transactions. The Board meets regularly to review
performance.
The QCA Code recommends at least two members of the Board
comprise Non-executive Directors determined by the Board to be
independent. The Board is comprised of five Directors, of whom two
are executive and three are non-executive. The Board considers all
three of the Non-executives, to be independent and, as such, the
Company complies with the requirements of the QCA Code in this
regard.
The Board recognises that the QCA states that save in
exceptional circumstances, a chairman should not also fulfil the
role of chief executive. The Company does not have a Chief
Executive, but relies on Mr J M Clubb as Executive Chair and Mr M C
Moore as Chief Financial Officer and Chief Operating Officer to
fulfil the duties of a Chief Executive. The Board believes this is
appropriate due to the Company having limited financial and
operational scale at present. The role and responsibilities of Mr J
M Clubb and Mr M C Moore are supported by shareholders. The Board
however intends to appoint a Chief Executive in the future, at the
appropriate moment, and the role of Mr J M Clubb as an executive
Director will be reviewed. The Company is committed to having a
majority of independent Directors at all times.
With effect from Admission, the Board has established an audit
and risk Committee (the "Audit and Risk Committee"), a nomination
Committee (the "Nomination Committee") and a remuneration Committee
(the "Remuneration Committee") with formally delegated
responsibilities.
6. Ensure that between them the Directors have the necessary
up-to-date experience, skills, and capabilities
How it should be applied
The Board must have an appropriate balance of sector, financial
and public markets skills and experience, as well as an appropriate
balance of personal qualities and capabilities. The Board should
understand and challenge its own diversity, including gender
balance, as part of its composition.
The Board should not be dominated by one person or a group of
people. Strong personal bonds can be important but can also divide
a Board.
As companies evolve, the mix of skills and experience required
on the Board will change, and Board composition will need to evolve
to reflect this change.
How the Company applies it
The experience and knowledge of each of the Directors gives them
the ability to constructively challenge strategy and to scrutinise
performance.
Mr J M Clubb brings leadership, sector expertise and experience
of substantially growing small businesses. Mr M C Moore brings
sector expertise, financial and operational leadership, and
experience of acquisition led growth strategies. Mr L P C Taylor,
Mr M M Gray and Mr D J K Turnbull bring additional strategic,
regulatory, commercial, transaction and leadership experience which
will be invaluable as the Board pursues the Company's growth
strategy and continues to develop the Group.
Directors are expected to attend all meetings of the Board,
which will all be held in Jersey, and the Committees on which they
sit, and to devote sufficient time to the Group's affairs to enable
them to fulfil their duties as Directors. In the event that
Directors are unable to attend a meeting, their comments on papers
to be considered at the meeting will be discussed in advance with
the Chair so that their contribution can be included in the wider
Board/Committee discussion.
The Company Secretary ensures that all Directors are kept
abreast of changes in relevant legislation and regulations, with
the assistance of the Company's advisers where appropriate. The
Executive Directors are subject to the Company's performance
development review process through which their performance against
predetermined objectives is reviewed and their personal and
professional development needs considered. The Directors are
encouraged to raise any personal development or training needs with
the Chair.
7. Evaluate Board performance based on clear and relevant
objectives, seeking continuous improvement
How it should be applied
The Board should regularly review the effectiveness of its
performance as a unit, as well as that of its Committees and the
individual Directors.
The Board performance review may be carried out internally or,
ideally, externally facilitated from time to time.
The review should identify development or mentoring needs of
individual Directors or the wider senior management team.
It is healthy for membership of the Board to be periodically
refreshed. Succession planning is a vital task for Boards. No
member of the Board should become indispensable.
How the Company applies it
A process of formal annual Board evaluation took place during
the period. In addition, the Non-executive Directors met, without
the Chair present, to evaluate his performance.
The Nomination Committee is required to give recommendations to
the Directors where there are vacancies or where it is felt that
additional Directors should be appointed. For new appointments the
search for candidates is conducted, and appointments are made, on
merit, against objective criteria and with due regard for the
benefits of diversity on the Board.
8. Promote a corporate culture that is based on ethical values and behaviours
How it should be applied
The Board should embody and promote a corporate culture that is
based on sound ethical values and behaviours and use it as an asset
and a source of competitive advantage.
The policy set by the Board should be visible in the actions and
decisions of the Chief Executive and the rest of the management
team. Corporate values should guide the objectives and strategy of
the Company.
The culture should be visible in every aspect of the business,
including recruitment, nominations, training and engagement. The
performance and reward system should endorse the desired ethical
behaviours across all levels of the company.
The corporate culture should be recognisable throughout the
disclosures in the Annual Report, website and any other statements
issued by the Company.
How the Company applies it
The Board monitors and promotes a healthy corporate culture and
has considered how that culture is consistent with the Company's
objectives, strategy and business model and with the description of
principal risks and uncertainties.
The Board has considered and assessed the culture as being
inclusive, transparent and collaborative with appropriate
behaviours. The Group has a Code of Conduct, an Anti-bribery and
Corruption Policy, and policies and procedures relating to
whistleblowing stating the Company's commitment to conducting its
business with honesty and integrity, its expectation that staff
will maintain high standards, and encouraging prompt disclosure of
any suspected wrongdoing. All such policies are available to view
in the staff handbook.
The terms of reference of the Audit Committee include reviewing
the adequacy and security of the Company's arrangements for its
employees and contractors to raise concerns, in confidence, about
possible wrongdoing in financial reporting or other matters and
keeping under review the Company's procedures.
9. Maintain governance structures and processes that are fit for
purpose and support good decision-making by the Board
How it should be applied
The Company should maintain governance structures and processes
in line with its corporate culture and appropriate to its:
-- size and complexity; and
-- capacity, appetite, and tolerance for risk.
The governance structures should evolve over time in parallel
with its objectives, strategy, and business model to reflect the
development of the Company.
How the Company applies it
The Board has an established Audit, Remuneration, Risk and
Nomination Committees which meet regularly in accordance with their
terms of reference. The details of these Committees, including
their terms of reference and composition, are set out in our
website. This detail also includes the roles and responsibilities
of each of the Directors.
The matters reserved for the Board, are set out in the Board
Terms of Reference, and can be summarised as follows:
-- Reviewing, approving, and guiding corporate strategy, major
plans of action, risk appetite and policies, annual budgets and
business plans; setting performance objectives; monitoring.
-- Implementation and corporate performance; and overseeing
major capital expenditures, acquisitions and disposals.
-- Monitoring the effectiveness of the Company's governance
arrangements and practices, making changes as needed to ensure the
alignment of the Company's governance framework with current best
practices.
-- Ensuring that appointments to the Board or its Committees are
effected in accordance with the appropriate governance process.
-- Monitoring and managing potential conflicts of interest of
management, Board members, shareholders, external advisors, and
other service providers, including misuse of corporate assets and
abuse in related party transactions; and overseeing the process of
external disclosure and communications.
-- The Board is also responsible for all other matters of such
importance as to be of significance to the Group as a whole because
of their strategic, financial, or reputational implications or
consequences.
At this stage the Board believes that the governance framework
is appropriate for a Company of its size, but it continues to keep
this under review.
10. Communicate how the Company is governed and is performing by
maintaining a dialogue with shareholders and other relevant
stakeholders
How it should be applied
A healthy dialogue should exist between the Board and all of its
stakeholders, including shareholders, to enable all interested
parties to come to informed decisions about the Company.
In particular, appropriate communication and reporting
structures should exist between the Board and all constituent parts
of its shareholder base. This will assist:
-- the communication of shareholders' views to the Board; and
-- the shareholders' understanding of the unique circumstances
and constraints faced by the
Company.
It should be clear where these communication practices are
described (Annual Report or website).
How the Company applies it
The Company is committed to open dialogue with all its
stakeholders. The Executive Chair liaises with the Company's
principal shareholders, regulators and, where appropriate, clients
and relays their views to the wider Board.
On the Company's website, www.teamplc.co.uk, shareholders can
find all historical regulatory announcements, Interim Reports and
Annual Reports. Annual General Meeting Circulars are posted
directly to all registered shareholders or nominees and results of
Annual General Meeting votes are also published on the Company's
website. As described earlier, the Company also maintains email and
phone contacts which shareholders can use to make enquiries or
requests.
The Non-executive Directors are available to discuss any matter
stakeholders might wish to raise, and the Executive Chair and
Non-executive Directors will attend meetings with investors and
analysts as required.
Following the Company's AGM, the results of all votes will be
made available on its website.
By order of the Board
Mr M C Moore
CFO and COO
9 January 2023
The Board and its Committees
The Board is responsible for the overall management of the Group
including the formulation and approval of the Group's long-term
objectives and strategy, the approval of budgets, the oversight of
Group operations, the maintenance of sound internal control and
risk management systems and the implementation of Group strategy,
policies and plans. While the Board may delegate specific
responsibilities, there will be a formal schedule of matters
specifically reserved for decision by the Board. Such reserved
matters will include, amongst other things, approval of significant
capital expenditure, material business contracts and major
corporate transactions. The Board meets regularly to review
performance.
The QCA Code recommends at least two members of the Board
comprise Non-executive Directors determined by the Board to be
independent. The Board is comprised of five Directors, of whom two
are executive and three are non-executive. The Board considers all
three of the Non-executive Directors to be independent and, as
such, the Company complies with the requirements of the QCA Code in
this regard.
The Board recognises that the QCA states that save in
exceptional circumstances, a Chairman should not also fulfil the
role of Chief Executive. The Company does not have a Chief
Executive, but relies on Mr J M Clubb as Executive Chair and Mr M C
Moore as Chief Financial Officer and Chief Operating Officer to
fulfil the duties of a Chief Executive. The Board believes this is
appropriate due to the Company having limited financial and
operational scale at present. The roles and responsibilities of Mr
J M Clubb and Mr M C Moore are supported by shareholders. The
Board, however, intends to appoint a Chief Executive in the future,
at the appropriate moment, and the role of Mr J M Clubb as an
executive Director will be reviewed. The Company is committed to
having a majority of independent Directors at all times.
The Board has established an audit and risk Committee (the
"Audit and Risk Committee"), a nomination Committee (the
"Nomination Committee") and a remuneration Committee (the
"Remuneration Committee") with formally delegated responsibilities.
The reports of the chairs of these Committees are as follows:
The Audit and Risk Committee
The Audit and Risk Committee is chaired by Philip Taylor. Its
other members are Michael Gray and David Turnbull, with Matthew
Moore in attendance.
The Committee has primary responsibility for monitoring the
quality of internal controls and ensuring that the financial
performance of the Company is properly measured and reported
on.
The Committee received and reviewed reports from the Company's
management and auditor for the annual accounts and the accounting
and internal control systems in use throughout the Group. Further,
the Committee advises the Board on the Group's overall risk
appetite and strategy, the risk assessment processes, including in
relation to compliance functions, and assisting in overseeing
implementation of the adopted strategy.
The Committee meets at least three times a year at appropriate
intervals in the financial reporting and audit cycle and otherwise
as required. The Committee has unrestricted access to the Company's
auditor.
The principal areas of focus during the year included the
following items:
1. Reviewed the terms of reference for the Committee to monitor the Committee's compliance.
2. Reviewed the internal control and compliance procedures,
including monitoring of progress on matters requiring
improvement.
3. Review of the Interim and Annual Report and financial statements.
4. Approval of the management representation letter.
5. Review of the financial projections and related funding requirements of the Group.
6. Review of the independence of the auditor, their fees and engagement letter.
7. The Committee discussed the Audit Plan, the auditor's report
and significant issues arising during the audit with the
auditor.
Role of the external auditor
The Committee monitored the relationship with the external
auditor, Grant Thornton Channel Islands, to ensure their
independence and objectivity. Based on that assessment, the
Committee recommended to the Board the re-appointment of Grant
Thornton Channel Islands. In assessing independence and
objectivity, the Committee considered the level and nature of
services provided by Grant Thornton Channel Islands as well as
confirmation from them that they have remained independent within
the meaning of the IESBA Code of Ethics.
The auditor did not carry out any non-audit services during the
year.
Audit process
The external auditor prepared an Audit Plan for the Committee's
review and audit of the full year financial statements. The audit
plan set out the scope of the audit, areas to be tested and audit
timetable. Following the audit, the auditor presented their
findings to the Audit Committee. No major areas of concern were
highlighted by the auditor during the year.
Internal audit
The Group assessed the need for an internal audit function and
considered that in the light of the existing control environment
within the business, there is currently no requirement for a
separate internal audit function
Mr L P C Taylor
Chairman of the Audit & Risk Committee
9 January 2023
Nomination Report
The Nomination Committee is chaired by David Turnbull and its
other members are Philip Taylor, Michael Gray and Mark Clubb.
Matthew Moore acts as its Secretary.
The Nomination Committee assists the Board in discharging its
responsibilities relating to the composition of the Board. It is
responsible for, and evaluates, the balance of skills, experience,
independence and knowledge of the Board, its size, structure and
composition, retirements and appointments of additional and
replacement Directors, and will make appropriate recommendations to
the Board on such matters. The Nomination Committee also considers
succession planning, taking into account the skills and expertise
that will be beneficial to the Board in the future.
The Committee met in October 2022. It reviewed the terms of
reference then discussed and confirmed the individual and
collective suitability of Board members. It was agreed that the
Board had operated effectively, that the Executive had performed
well and that the Non-Executives had provided appropriate challenge
and guidance. It was also agreed that the size of the Board was
commensurate with the current size of the business and that the
composition provides TEAM with a balanced, experienced,
knowledgeable and informed group of Directors who bring strategic
experience, foresight and challenge to the Executive and, as such,
no changes were necessary at this time to its membership. The
Committee reviewed succession planning and agreed that the current
plan was sensible and appropriate, but that it must be reviewed on
a regular basis as the Group grows. The Committee noted that it
takes into account the diversity or otherwise of the Board and will
continue to do so.
The Annual Board Effectiveness review was introduced and
conducted in the form of a confidential questionnaire completed by
each Director. This provided an opportunity for each of the
Directors to comment anonymously on various themes, including Board
composition, function and capabilities, strategy, performance of
the Company and individuals, governance and organisation, team
dynamics and alignment of the Board and Executive team, the
processes and procedures of the Board and the performance of
themselves and their colleagues. The responses were mostly positive
and consistent with the findings at the Committee meeting. However,
there are areas that should be enhanced as the Company grows,
particularly Group risk assessment, including worst case scenario
and crisis management, long term succession planning and Board
composition as current Board members approach their reappointment
date. The feedback was collated by the Chairman of the Nomination
Committee, will be discussed in detail at the next Board Meeting
and an action plan agreed to address the issues.
Mr D J K Turnbull
Chairman of the Nomination Committee
9 January 2023
Remuneration Report
The Directors present the Directors' Remuneration Report (the
"Remuneration Report") for the financial year ended 30 September
2022.
Composition and Role of the Remuneration Committee
As detailed within the Corporate Governance report, the Board
has established a Remuneration Committee which currently consists
of all the Non-Executive Directors, chaired by Mr M M Gray.
The Committee determines and agrees with the Board the framework
and policy of Executive remuneration and the associated costs to
the Group and is responsible for the implementation of that policy.
The Committee determines the specific remuneration packages for
each of the Executive Directors and no Director or Senior Executive
is involved in any decisions as to their own remuneration. The
Committee has access to information and advice provided by the
Executive Chairman and the CFO and has access to independent advice
where it considers it appropriate. The Committee meets at least
twice a year.
This report explains how the Group has applied its policy on
remuneration paid to Executive Directors.
Framework and Policy on Executive Directors' Remuneration
The Group's remuneration policy is designed to provide
competitive rewards for its Executive Directors, taking into
account the performance of the Group and the individual Executives,
together with comparisons to pay conditions throughout the markets
in which the Group operates. It is the aim of the Committee to
attract, retain and motivate high calibre individuals with a
competitive remuneration package. It is common practice in the
industry for total remuneration to be significantly influenced by
bonuses.
The Committee takes the remuneration and employment conditions
of its broader employee population into account when setting the
remuneration policy for its Executive Directors. The Committee also
considers its responsibilities to its shareholders and wider
economic environment and market developments.
The remuneration packages are constructed to provide a balance
between fixed and variable rewards. Therefore, remuneration
packages for Executive Directors normally include basic salary,
bonuses, benefits in kind and share based rewards. In agreeing the
level of basic salaries and annual bonuses, the Committee takes
into consideration the total remuneration that Executives could
receive.
Basic Salary
Basic salaries are reviewed on an annual basis or following a
significant change in responsibilities. The Committee seeks to
establish a basic salary for each Executive determined by
individual responsibilities and performance, cognisant of
comparable salaries for similar positions in companies of a similar
size in the same market.
Incentive Arrangements
Bonuses
These are designed to reflect the Group's performance, taking
into account the performance of its peers, the market in which the
Group operates and the Executive's contribution to that
performance.
Performance related contractual incentive scheme
These are designed to reward performance by the Executive
Directors.
Share based rewards
The Group does not have any options nor an Employee Share
Ownership Trust (ESOT).
Other Employee Benefits
Depending on the terms of their contract, the Executive
Directors are entitled to a range of benefits, including
contributions to individual personal pension plans, private medical
insurance and life assurance.
Service Contracts and Notice Periods
The Executive Directors are employed on rolling contracts
subject to six months' notice from either the Executive or the
Group, given at any time.
Service contracts do not provide explicitly for termination
payments or damages, but the Group may make payments in lieu of
notice. For this purpose, pay in lieu of notice would consist of
basic salary and other relevant emoluments for the relevant notice
period excluding any bonus.
External Appointments undertaken by Executive Directors
In the Committee's opinion, experience of other companies'
practices and challenges is valuable for the personal development
of the Group's Executive Directors and for the Company. It is
therefore the Group's policy to allow Executive Directors to accept
Non-Executive Directorships at other companies, provided the time
commitment does not interfere with the Executive Directors'
responsibilities within the Group. Fees are retained by the
individual Executive Director.
Non-Executive Directors
All Non-Executive Directors have a letter of appointment for an
initial period of thirty six months and thereafter on a rolling
basis subject to three months' notice by either the Non-Executive
Director or the Group, given at any time.
In the event of termination of their appointment, they are not
entitled to any compensation.
Non-Executive Directors' fees are determined by the Executive
Directors having regard to the need to attract high calibre
individuals with the right experience, the time and
responsibilities entailed, and comparative fees paid in the market
in which the Group operates. They are not eligible for
pensions.
Management Incentive Plan ("MIP")
On 12 May 2022. the Company set up the TEAM plc MIP in order to
ensure selected employees of the Company are well motivated and
identify closely with the success of the Group. The Company's
remuneration Committee committed to make decisions about
participation, size and timing of awards following the IPO of the
Company.
Following consultation with major shareholders, the Remuneration
Committee agreed to proceed with grants under the MIP, but with
amended participation, size and timing from that set out at the
IPO. In summary the grants will be as follows:
- Matthew Moore, CFO and COO, 650 shares, equivalent to 6.5% of
the issued capital in TEAM Midco Limited.
- One-third of the MIP will be set with reference to the TEAM
plc share price, with full pay out where the share price is twice
the Subscription Price of 60p.
- Two-thirds of the scheme will be set with reference to the
TEAM plc market capitalisation, with full pay out where the market
capitalisation is equal to or exceeds GBP40m.
- A holding period of 12 months is required for any Ordinary
Shares issued under the MIP. Previously, there were no holding
periods under the MIP.
Directors' Emoluments
The remuneration of each Director as listed on page 54, in the
Company Information section, during the year ended 30 September
2022 is set out below:
Pension Pension
Contribution Contribution
Year ended Year ended year ended Year ended
Salary Benefits Bonus 30 Sept 30 Sept 30 Sept 30 Sept
2022 2021 2022 2021
GBP GBP GBP GBP GBP GBP GBP
---------------- -------- --------- ------- ----------- ----------- ------------- -------------
Executive
J M Clubb 118,750 3,322 20,000 142,072 89,436 9,500 4,667
M Moore
* 160,000 8,468 40,000 208,468 138,270 12,792 7,467
Non-Executive
L P C Taylor
* 25,000 - - 25,000 14,581 - -
M M Gray
* 25,000 - - 25,000 14,581 - -
D J K Turnbull
* 25,000 - - 25,000 14,581 -
L Smith - - - - 3,750 - -
***
L Trevellyan - - - - 4,166 - -
**
A Stanton - - - - 2,085 - -
***
353,750 11,790 60,000 425,540 281,450 22,292 12,134
---------------- -------- --------- ------- ----------- ----------- ------------- -------------
Notes:
* appointed 1 March 2021
** resigned 27 January
2021
*** resigned 1 March
2021
The highest paid Director for 2022 was Mr M C Moore receiving
emoluments of GBP208,468 (FY21: M C Moore GBP138,270).
Mr J M Clubb has a salary of GBP250,000, of which he has elected
to waive half, ahead of the Group generating a positive cash
flow.
Directors' Interests in Management Incentive Plan shares
Total Total
30 Sept 30-Sep-21
2022
Director No. No.
------------ ------------------- --------------------------
J M Clubb - 375
M C Moore 650 438
650 813
------------ ------------------- --------------------------
The management incentive plan does not qualify as an employee
share option scheme as the shares were purchased at fair value.
There are no voting rights attached to these shares.
Directors' Report for the year ended 30 September 2022
Introduction
The Directors present their report and the consolidated
financial statements for TEAM plc (the "Company") and its
subsidiaries (the "Group") for the year ended 30 September
2022.
Results
The financial statements are set out on pages 42 to 66.
Dividend
The Directors do not propose to pay a dividend for the year
ended 30 September 2022 (FY21: GBPnil).
Capital Structure
Full details of the issued share capital, along with movements
during the year, are set out in note 16 on page 61.
Incorporation
The Company was incorporated on 4 July 2019. The Company is a
registered public company limited by share capital and was
incorporated and registered in Jersey, Channel Islands. The Company
registration number is 129405.
Directors' Shareholdings
The Directors who held office during the year and their interest
in the shares of the Company were as follows:
30 Sept 2022 30 Sept 2021
Appointed Number of shares Number of
shares
---------------- -------------- ----------------- --------------
J M Clubb 4 July 2019 3,768,750 3,432,500
M C Moore* 1 March 2021 - -
M M Gray 1 March 2021 47,727 22,727
D J K Turnbull 1 March 2021 33,645 17,045
L P C Taylor 1 March 2021 33,645 17,045
Further details of Directors' service contracts, remuneration,
share interests and interests in options over the Company's shares
can be found in the Remuneration Report on page 27.
*Mr Moore holds shares in the Management Incentive Plan, see
note 5 on page 54 for further details.
Major Shareholdings
At the date of publication of this report, the Company had been
notified of the following shareholdings of 3% or more of its issued
share capital:
Ordinary shares % of issued
share capital
--------------------------------------- ---------------- ---------------
Mark Clubb 3,780,500 17.20
Schroders plc 2,069,284 9.42
Canaccord Genuity (Marlborough Funds) 1,706,626 7.77
Lance Trevellyan 839,844 3.82
Metropolitan Guarantee Limited 763,502 3.47
Political Contributions
The Group and Company did not make any political donations or
incur any political expenditure during the year (FY21: nil)
Going concern
The Directors have prepared financial projections along with
sensitivity analyses of reasonably plausible alternative outcomes.
The forecasts demonstrate that the Directors have a reasonable
expectation that the existing Group will require additional
financial resources to meet the cash-settled deferred consideration
liabilities due in the coming financial year (GBP0.8m). This
liquidity position has been exacerbated by the challenging market
conditions, with falls in asset prices, and cost inflation,
especially in salaries, moving the business away from generating a
cash profit from the current operations of the Group. The
requirement for additional fundraising has been highlighted as a
feature of the business model for TEAM in the initial years in the
business plan. The placing and subscription in May 2022 saw a high
level of follow on investment from the institutional and private
shareholders, and the Board members. It is this support from the
current and potential shareholder base, and the expectation that
further earnings enhancing acquisitions will be brought to current
and potential shareholders for financing in the coming financial
year, that gives the Board sufficient confidence to consider the
financial position to not meet the test for material uncertainty,
and for the going concern basis to be appropriate for the
accounts.
Certain activities of the Group are regulated by the Jersey
Financial Services Commission, the statutory regulator for
financial services business in Jersey which has responsibility for
policy, monitoring and discipline for the financial services
industry. The JFSC requires the regulated entities' capital
resources to be adequate; that is sufficient in terms of quantity,
quality and availability, in relation to its regulated activities.
The Directors monitor the regulatory capital resources on a regular
basis. Theta Asset Management is however expected to generate
ongoing losses, that will require further capital allocations to
maintain the required capital adequacy of the business. These
losses will be funded by the positive cashflow made in other group
entities, however these positive cashflows are not expected to be
sufficient to also cover the ongoing costs of the plc entity. As at
the date of signing this report, further capital will be required
within the coming financial year to maintain the liquidity of the
Group, while
the capital position of the regulated businesses within the
Group are expected to remain sufficient.
Likely future developments
The Directors are focused on bringing the Group to a cashflow
positive position, and able to cover deferred acquisition payments
from Group resources. In the early years of the Team business plan,
this was not expected, nor has it been the outcome. This was due to
the costs associated with running a plc entity with a listing on
the AIM market, together with the losses made in the investment
management division. The Board is actively pursuing a pipeline of
earnings enhancing acquisitions, in Jersey, other Crown
Dependencies, and in the UK, and in delivering the revenue and cost
synergies from the acquired subsidiaries. These developments, where
supported by raising further share capital, are expected to move
the Group into cash flow positive trading.
Events after the Reporting Period
No events occurred after the statement of financial position
date that are required to be disclosed.
Annual General Meeting (AGM)
The resolutions being proposed at the AGM include usual
resolutions dealing with the ordinary business of the AGM. A
description of all the resolutions is set out within the Notice of
AGM document being posted separately.
Statement of Directors' Responsibilities
The Directors acknowledge their responsibilities for preparing
the Annual Report and the consolidated financial statements in
accordance with applicable law and regulations.
Companies (Jersey) Law 1991 requires the Directors to prepare
consolidated financial statements for each financial year. Under
that law. the Directors have elected to prepare the financial
statements in accordance with the requirements of International
Financial Reporting Standards ('IFRS') as issued by the
International Accounting Standards Board ('IASB'). Under Companies
(Jersey) Law 1991, the Directors must not approve the financial
statements unless they are satisfied that they give a true and fair
view of the state of affairs of the Company and Group and of the
profit or loss of the Company and Group for that period. In
preparing these financial statements, the Directors are required
to:
-- select suitable accounting policies and apply them consistently;
-- make judgements and accounting estimates that are reasonable and prudent;
-- state whether applicable Accounting Standards have been
followed, subject to any material departures disclosed and
explained in the financial statements; and
-- prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the Company and Group
will continue in business.
The Directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the Company's
transactions and disclose with reasonable accuracy at any time the
financial position of the Company and enable them to ensure that
the financial statements comply with the Companies (Jersey) Law
1991. They are also responsible for safeguarding the assets of the
Company and Group and hence for taking reasonable steps for the
prevention and detection of fraud and other irregularities.
Disclosure of information to the auditors
Each of the persons who are Directors at the time that this
Directors' Report is approved has confirmed that:
-- so far as that Director is aware, there is no relevant audit
information of which the Company's and the Group's auditor is
unaware, and
-- that Director has taken all the steps that ought to have been
taken as a Director in order to be aware of any relevant
information and to establish that the Company's and the Group's
auditor is aware of that information.
This report was approved by the Board on 9 January 2023 and
signed on its behalf by:
Mr J M Clubb Mr M C Moore
Executive Chair CFO and COO
Directors' Biographies
Jonathan Mark Gordon Clubb
EXECUTIVE CHAIRMAN
Mark began his 27 year career in investment banking at Hoare
Govett and has held various senior management roles at UBS Philips
and Drew and BZW (latterly Credit Suisse First Boston). In 1997
Mark, together with six partners, founded London-based investment
banking boutique, Altium Capital Partners. Following a management
buyout of Altium Capital Partners in 2008, Mark returned to Jersey
and has spent the last 12 years in investment management, including
at private client stockbroker, Collins Stewart, later acquired by
Canaccord Genuity Inc.
Matthew Charles Moore
CHIEF FINANCIAL OFFICER & CHIEF OPERATING OFFICER
Matthew is a chartered accountant with a wealth of experience in
senior leadership and financial roles, having been CFO at Close
Investments, CFO and COO at Origen Financial Services (an Aegon
group company) and CFO and COO at Ascot Lloyd, a vertically
integrated UK wealth management firm founded by Oaktree, a leading
private equity investor. Matthew adds significant acquisition and
integration expertise to TEAM. He was responsible for acquisitions
at Bellpenny, and subsequently Ascot Lloyd, and previously worked
in the acquisitions team at Close Wealth Management, prior to which
he held various roles in M&A at Commerzbank Securities and ING
Barings.
Louis Philip Chetwynd Taylor
INDEPENT NON-EXECUTIVE DIRECTOR & SENIOR INDEPENT
DIRECTOR
Philip has over 40 years' experience in the finance industry,
beginning his career at PwC in London. Philip is currently a lay
member of the States of Jersey Public Accounts Committee and as a
Director of a property development company. Philip was the Senior
Partner of PwC Channel Islands and a Global Leader of the PwC
Quality Assurance Programme. Philip has previously served as
Chairman of the States of Jersey Treasury Advisory Company a
Commissioner of the JFSC, as a Member of the Conduct and Case
Management Committees of the UK Financial Reporting Council, as a
Member of Jersey Financial Services Advisory Board and as Director
of number of listed and other financial services companies.
David James Ker Turnbull
INDEPENT NON-EXECUTIVE DIRECTOR
He is currently Chairman of Fiduciary Settlements Ltd and a
Non-Executive Director of mnAI Data Solutions Ltd.
David was previously a Managing Director at Salomon Brothers
(now Citigroup) where he held various senior positions within the
firm including Global Co-Head of Japanese Equities and Global Head
of European Equities. David also served on the European Management
Committee, Global Equity Committee and Global Business Practices
Committee. Prior to Salomon Brothers, David worked for Rowe and
Pitman in London and Tokyo. In 1999 David cofounded and was Chief
Operating Officer of Antfactory, a global technology investment
firm; in addition, he founded and acted as Chief Executive of its
Japanese subsidiary, Ant Capital.
From 2002 to 2010, David was a fund manager focused on Asia,
first at Prodigy Capital, where he was a Founding Partner, and then
at Morant Wright. David is a former Senior Advisor to the
Industrial and Commercial Bank of China, has advised several other
companies, particularly in the financial sector, and served on
several company boards including Whittard of Chelsea.
Michael Mckenzie Gray
INDEPENT NON-EXECUTIVE DIRECTOR
Michael has over 20 years' management experience in banking.
Michael founded MMG Consulting Ltd in 2015, an advisory consultancy
firm based in Jersey.
Currently, Michael serves as a non-executive director for Triton
Investment Management Limited (a Swedish private equity group), GCP
Infrastructure Investments Limited (a FTSE 250 listed company),
J-Star Jersey Company Limited (a Japanese private equity group),
Foresight Enterprise VCT plc (a listed venture capital fund),
Jersey Finance Limited (a Jersey finance not-for-profit), JTC plc
(a FTSE 250 listed trust and corporate services company) and EPE
Special Opportunities Limited.
Independent Auditor's Report
To the members of TEAM Plc
Opinion
We have audited the consolidated financial statements of TEAM
Plc (the "Company") and its subsidiaries (the "Group"), which
comprise the Consolidated Statement of Comprehensive Income,
Consolidated Statement of Financial Position, Consolidated
Statement of Changes in Equity, Consolidated Statement of Cash
Flows for the year then ended and Notes to the consolidated
financial statements, including a summary of significant accounting
policies. The consolidated financial statements framework that has
been applied in their preparation is applicable law and
International Financial Reporting Standards (IFRSs) as issued by
the International Standards Board (IASB).
In our opinion, the consolidated financial statements :
-- give a true and fair view of the state of the Group's affairs
as at 30 September 2022 and of the Group's loss for the year then
ended;
-- are in accordance with IFRSs as issued by the International Standards Board (IASB); and
-- comply with the Companies (Jersey) Law 1991.
Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (ISAs) and applicable law. Our
responsibilities under those standards are further described in the
'Auditor's responsibilities for the audit of the consolidated
financial statements ' section of our report. We are independent of
the Group in accordance with the International Ethics Standards
Board for Accountants' International Code of Ethics for
Professional Accountants (including International Independence
Standards) (IESBA Code), together with the ethical requirements
that are relevant to our audit of the consolidated financial
statements in Jersey, and we have fulfilled our other ethical
responsibilities in accordance with these requirements and the
IESBA Code. We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our opinion.
Our approach to the audit
Overview
Materiality
Overall materiality was GBP420,000 which
represents 5% of the Group's net assets
(2021: 5% of the Group's net assets, GBP389,977).
Audit scope
* We conducted our audit of the consolidated financial
statements based on information provided by the
appointed service providers to the Group to whom the
directors have delegated the provision of certain
functions, including bookkeeping and financial
statements preparation.
* Our audit opinion covers the consolidated financial
statements of the Group only. We have not been
engaged to provide individual statutory opinions on
the financial statements of the Company.
The Company is a Jersey-incorporated company
which is listed on the Alternative Investment
Market (AIM).
-------------------------------------------------------------
Key audit matters
* There is a risk that the purchase of the subsidiary
companies was not in accordance with the requirements
of IFRS 3, Business Combinations.
* TEAM Plc acquired Omega and Concentric resulting in a
recognition of intangible assets (customer contracts
and goodwill) in the consolidated financial
statements. There is a risk of inadequate impairment
for these new and existing intangible assets.
-------------------------------------------------------------
Audit scope
As part of designing our audit, we determined materiality and
assessed the risks of material misstatement in the consolidated
financial statements. In particular, we considered where the
Directors made subjective judgements; for example, in respect of
significant accounting estimates that involved making assumptions
and considering future events that are inherently uncertain. As in
all of our audits, we also addressed the risk of the Directors
override of internal controls, including among other matters,
consideration of whether there was evidence of bias that
represented a risk of material misstatement due to fraud.
We tailored the scope of our audit in order to perform
sufficient work to enable us to provide an opinion on the
consolidated financial statements as a whole, taking into account
the structure of the Group, the accounting processes and controls,
and the industry in which the Group operates.
Materiality
The scope of our audit was influenced by our application of
materiality. An audit is designed to obtain reasonable assurance as
to whether the consolidated financial statements are free from
material misstatement. Misstatements may arise due to fraud or
error. They are considered material if individually or in
aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of the consolidated
financial statements.
Based on our professional judgement, we determined certain
quantitative thresholds for materiality, including the overall
Group materiality for the consolidated financial statements as a
whole as set out in the table below. These, together with
qualitative considerations, helped us to determine the scope of our
audit and the nature, timing and extent of our audit procedures and
to evaluate the effect of misstatements, both individually and in
aggregate on the consolidated financial statements as a whole.
Overall group materiality GBP420,000 (2021: GBP389,977)
How we determined it 5% (2021: 5%) of the Group's
net assets
--------------------------------
Rationale for the materiality We believe that net assets is
benchmark a primary measure used by the
shareholders in assessing the
performance of the Group. It
is also a generally accepted
measure used for companies in
this industry. Our measurement
percentage is consistent with
prior year.
--------------------------------
Key audit matters
Key audit matters are those matters that, in our professional
judgement, were of most significance in our audit of the
consolidated financial statements of the current period. These
matters were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon, and we
do not provide a separate opinion on these matters.
The key audit matter How the matter was addressed
in our audit
There is a risk that the acquisition We evaluated the design and
of the subsidiaries were not implementation of controls around
accounted for in accordance the preparation, review and
with the requirements of IFRS accounting for acquisitions;
3, Business Combinations. We confirmed the extracted information
from the sale and purchase agreement
into the goodwill and intangible
assets calculation and valuation.
We verified, based on the purchase
agreements and the agreements
under company law as well as
the criteria defined in IFRS
10, the assessment made by the
management with regard to the
control over the shares acquired
in the consolidated financial
statements, assessed the methodical
approach in identifying the
assets acquired and liabilities
assumed at the acquisition date,
verified the measurement methods
applied and examined the determination
of the identifiable assets acquired
as well as the liabilities and
contingent liabilities assumed.
We examined the disclosures
regarding the acquisition made
in the notes to the financial
statements to assess compliance
with the requirements of IFRS
3.
We traced the cash consideration
paid to bank statements and
tested the accuracy of the acquired
assets and liabilities fair
value assessment by referencing
to Omega Financial Services
(Jersey) Limited and Concentric
Group Limited accounting records
and completion accounts.
We assessed the reasonableness
of management's inputs, assumptions
and estimates regarding the
intangible asset valuation calculations.
We have reviewed the reasonableness
of the excess earning model
used in the calculation by comparing
the basis for it with the actual
amounts incurred in the current
period.
We reviewed the transaction-related
disclosures in the financial
statements in accordance with
IFRS 3, Business Combination
and other relevant standards.
Key Observations
We have not identified any issues
in respect of the calculation,
accounting treatment and disclosures
relating to the acquisition
of subsidiaries during the year.
-------------------------------------------
The key audit matter How the matter was addressed
in our audit
-------------------------------------------
Impairment of Goodwill
The two acquisitions made by We evaluated the design and
the group have generated a significant implementation of controls,
amount of goodwill being recognised inputs and assumptions around
on the consolidated statement the preparation and review of
of financial position. The initial the impairment assessments;
allocation of goodwill is determined We evaluated the inputs and
at the acquisition date. Management assumptions in the forecast
is required to perform annual used by management in determining
impairment of assessments in the value in use for each of
respect of the carrying value the CGUs, including the appropriateness
of goodwill on a cash-generating of the basis of the forecast.
unit ("CGU") basis. We challenged management's judgement
and tested the underlying value
The annual impairment assessment in use calculation, as follows;
performed by management was We compared the discount rates
considered significant to our used by management in their
audit due to judgements and discounted cash flows to externally
estimations applied by management available benchmarks;
when determining the assumptions We compared the prior year's
included in the assessment. management forecasts to actual
These assumptions are based performance and factored in
on estimates that are affected forward looking considerations
by expected future economic of the Group to assess reasonableness
and market conditions. of management forecasts. We
have also tested reasonableness
Accounting policies and disclosures of the growth rate by comparing
relating to impairment of goodwill it to average forecasted growth
are set out in note 2 of the rate of the financial services
consolidated financial statements market.
We performed sensitivity analysis
to identify the key assumptions
within the value in use calculations
and determined the extent to
which a reduction or increase
in the key assumption would
result in goodwill impairment.
In doing so, we noted the future
forecast revenues, and the discount
rate are the most sensitive
assumptions. We ascertained
the extent of changes that individually,
or in combination, would be
required for the assets to be
impaired.
We assessed the mathematical
accuracy of each discounted
cash flow model; and
We performed an evaluation of
the key assumptions used in
the impairment assessment calculation
in order to assess whether there
are any indications of management
bias.
Key Observations
As a result of the testing performed,
we have not identified any material
issue in respect of the impairment
of goodwill
-------------------------------------------
Impairment of Intangible assets We evaluated the design and
Subsidiary acquisitions resulted implementation of the controls
in recognition of an intangible and the inputs and the assumptions
assets in the consolidated financial around the preparation and review
statements. There is a risk of the impairment assessments;
that these intangible assets We evaluated the inputs and
are impaired. assumptions in the forecasts
used by management in determining
the recoverable amount, including
the appropriateness of the basis
of the forecasts. We challenged
management's judgement and tested
the underlying recoverable amount
calculation;
We compared the discount rates
used by management in their
discounted cash flows to externally
available benchmarks;
We compared the prior year's
management forecast to actual
performance and factored in
forward looking considerations
of the Group to assess the reasonableness
of management forecast. We tested
reasonableness of the growth
rate by comparing it to average
forecasted growth rate of the
financial services market. We
assessed the reasonableness
of the lost client attrition
rate by comparison to lost client
data and comparable company
in the financial services industry.
We performed sensitivity analysis
to identify the key assumptions
within the recoverable amount
calculations and determined
the extent to which a reduction
or increase in the key assumption
would result in intangible asset
impairment. In doing so we noted
the lost client attrition rate,
and the discount rate are the
most sensitive assumptions.
We ascertained the extent of
changes that individually, or
in combination, would be required
for the assets to be impaired.
We assessed the mathematical
accuracy of each discounted
cash flow model; and
We performed an evaluation of
the key assumptions used in
the recoverable amount calculation
in order to assess whether there
are any indications of management
bias
Key Observations
As a result of the testing performed,
we have not identified any material
issue in respect of the impairment
of intangible assets.
-------------------------------------------
Other information in the Annual Report
The Directors are responsible for the other information. The
other information comprises the information included in the 'Annual
Report and Audited Consolidated Financial Statements' , other than
the consolidated financial statements and our auditor's report
thereon. Our opinion on the consolidated financial statements does
not cover the other information and, except to the extent otherwise
explicitly stated in our report, we do not express any form of
assurance conclusion thereon. In connection with our audit of the
consolidated financial statements , our responsibility is to read
the other information and, in doing so, consider whether the other
information is materially inconsistent with the consolidated
financial statements or our knowledge obtained in the audit or
otherwise appears to be materially misstated. If, based on the work
we have performed, we conclude that there is a material
misstatement of this other information, we are required to report
that fact. We have nothing to report in this regard.
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters in
relation to which the Companies (Jersey) Law, 1991 requires us to
report to you if, in our opinion:
-- proper accounting records have not been kept by the Group; or
-- the Group financial statements are not in agreement with the accounting records; or
-- we have not received proper returns adequate for our audit
from branches not visited by us; or
-- we have not obtained all the information and explanations,
which to the best of our knowledge and belief, are necessary for
the purposes of our audit.
Responsibilities of the directors for the consolidated financial
statements
As explained more fully in the Statement of Directors'
Responsibilities set out on page 32, the Directors are responsible
for the preparation of the consolidated financial statements which
give a true and fair view in accordance with IFRSs as issued by the
International Standards Board (IASB) , and for such internal
control as the Directors determine is necessary to enable the
preparation of consolidated financial statements that are free from
material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements , the
Directors are responsible for assessing the Group's ability to
continue as a going concern, disclosing, as applicable, matters
related to going concern and using the going concern basis of
accounting unless the Directors either intend to liquidate the
Group or to cease operations, or have no realistic alternative but
to do so.
Auditor's responsibilities for the audit of the consolidated
financial statements
Our objectives are to obtain reasonable assurance about whether
the consolidated financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to issue
an auditor's report that includes our opinion. Reasonable assurance
is a high level of assurance, but is not a guarantee that an audit
conducted in accordance with ISAs will always detect a material
misstatement when it exists. Misstatements can arise from fraud or
error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these
consolidated financial statements .
As part of an audit in accordance with ISAs, we exercise
professional judgment and maintain professional scepticism
throughout the audit. We also:
-- Identify and assess the risks of material misstatement of the
consolidated financial statements , whether due to fraud or error,
design and perform audit procedures responsive to those risks, and
obtain audit evidence that is sufficient and appropriate to provide
a basis for our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for one resulting
from error, as fraud may involve collusion, forgery, intentional
omissions, misrepresentations, or the override of internal
control.
-- Obtain an understanding of internal control relevant to the
audit in order to design audit procedures that are appropriate in
the circumstances, but not for the purpose of expressing an opinion
on the effectiveness of the Group's internal control.
-- Evaluate the appropriateness of accounting policies used and
the reasonableness of accounting estimates and related disclosures
made by the Directors.
-- Conclude on the appropriateness of the Directors' use of the
going concern basis of accounting and, based on the audit evidence
obtained, whether a material uncertainty exists related to events
or conditions that may cast significant doubt on the Group's
ability to continue as a going concern. If we conclude that a
material uncertainty exists, we are required to draw attention in
our auditor's report to the related disclosures in the consolidated
financial statements or, if such disclosures are inadequate, to
modify our opinion. Our conclusions are based on the audit evidence
obtained up to the date of our auditor's report. However, future
events or conditions may cause the Group to cease to continue as a
going concern.
-- Evaluate the overall presentation, structure and content of
the consolidated financial statements , including the disclosures,
and whether the consolidated financial statements represent the
underlying transactions and events in a manner that achieves fair
presentation.
We communicate with the directors regarding, among other
matters, the planned scope and timing of the audit and significant
audit findings, including any significant deficiencies in internal
control that we identify during our audit.
We also provide the directors with a statement that we have
complied with relevant ethical requirements regarding independence,
and to communicate with them all relationships and other matters
that may reasonably be thought to bear on our independence, and
where applicable, actions taken to eliminate threats or safeguards
applied.
From the matters communicated with the directors, we determine
those matters that were of most significance in the audit of the
consolidated financial statements of the current period and are
therefore the key audit matters. We describe these matters in our
auditor's report unless law or regulation precludes public
disclosure about the matter or when, in extremely rare
circumstances, we determine that a matter should not be
communicated in our report because the adverse consequences of
doing so would reasonably be expected to outweigh the public
interest benefits of such communication.
Use of our report
This report is made solely to the Company's members, as a body,
in accordance with Section 113A of the Companies (Jersey) Law 1991.
Our audit work has been undertaken so that we might state to the
Company's members those matters we are required to state to them in
an auditor's report and for no other purpose. To the fullest extent
permitted by law, we do not accept or assume responsibility to
anyone other than the Company and the Company's members as a body,
for our audit work, for this report, or for the opinions we have
formed.
Jason Richard Lees-Baker
For and on behalf of Grant Thornton Limited
Chartered Accountants
St Helier
Jersey
Date:
Consolidated Statement of Comprehensive Income for the Year
Ended 30 September 2022
Year to Year to
30 Sept 2022 30 Sept 2021
Note GBP'000 GBP'000
Revenues 3 2,120 1,469
Cost of sales (414) (267)
Operating expenses 4,5 (3,271) (2,944)
Operating loss (1,565) (1,742)
Operating loss before exceptional
items (1,436) (1,052)
Exceptional items 20 (129) (690)
Operating loss after exceptional
item (1,565) (1,742)
--------------------------------------------- ------------- -------------
Other income and charges 7 (23) (9)
Loss on ordinary activities
before tax (1,588) (1,751)
Taxation 8 64 45
Loss for the year and total comprehensive
loss (1,524) (1,706)
--------------------------------------------- ------------- -------------
Loss per share (basic and diluted) 20 GBP(0.08) GBP(0.15)
Consolidated Statement of Financial Position as at 30 September
2022
30 Sep 2022 30 Sep 2021
Note GBP'000 GBP'000
Non-current assets
Intangible assets 9 9,276 3,745
Property, plant & equipment 10 737 528
Deferred tax 8 156 89
Long term deposit 12 63 50
10,232 4,412
------------------------------------------ ----- ------------ ---------------------------------------
Current assets
Trade, other receivables and prepayments 13 910 561
Cash and cash equivalents 1,747 4,921
2,657 5,482
------------------------------------------ ----- ------------ ---------------------------------------
Trade and other payables: amounts
falling due within one year 14 (2,640) (2,032)
------------------------------------------ ----- ------------ ---------------------------------------
Net current assets 17 3,450
------------------------------------------ ----- ------------ ---------------------------------------
Total assets less current liabilities 10,249 7,862
------------------------------------------ ----- ------------ ---------------------------------------
Trade and other payables : amounts falling
due after one
Year 14 (1,592) (424)
------------------------------------------------- ------------ ---------------------------------------
Net assets 8,657 7,438
------------------------------------------ ----- ------------ ---------------------------------------
Equity
Stated Capital 16 12,349 9,606
Retained loss (3,692) (2,168)
Total Equity 8,657 7,438
------------------------------------------ ----- ------------ ---------------------------------------
The consolidated financial statements on pages 42 to 66 were
approved and authorised for issue by the Board of Directors on the
9 January 2023 and were signed on its behalf by:
Mr J M Clubb Mr M C Moore
Executive Chair CFO and COO
Consolidated Statement of Changes in Equity for the Year Ended
30 September 2022
Share Share Stated Retained
capital premium capital loss Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
At 1 October 2021 - - 9,606 (2,168) 7,438
New share Capital - - 2,743 - 2,743
Loss for the year - - - (1,524) (1,524)
At 30 September 2022 - - 12,349 (3,692) 8,657
-------------------------------- -------- -------- -------- --------- --------
Share Share Stated Retained
capital premium capital loss Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
At 1 October 2020 9 1,823 - (462) 1,370
New share Capital - 163 553 - 716
Cost of shares issued through
IPO - (443) - - (443)
Conversion of shares (9) (1,543) 1,552 - -
Share premium received from
IPO - - 7,501 - 7,501
Loss for the year - - - (1,706) (1,706)
At 30 September 2021 - - 9,606 (2,168) 7,438
-------------------------------- -------- -------- -------- --------- --------
Consolidated Statement of Cash Flows for the Year Ended 30
September 2022
Year to Year to
30 Sept 2022 30 Sept 2021
Note GBP'000 GBP'000
Cash flows from operating activities
Loss for the year before tax (1,588) (1,751)
Adjustments to cash flows from non-cash
items:
Depreciation and amortisation 6 624 254
Finance costs 7 23 9
Trade and other receivables (net of
effects from acquisition of subsidiaries) (362) (107)
Trade and other payables (net of effects
from acquisition of subsidiaries) (61) 139
Net cash outflow from operating activities (1,364) (1,456)
----------------------------------------------- ------------- -------------------------------------
Cash flows from investing activities
Acquisition of subsidiary net
of cash acquired (3,496) (1,659)
Payment of deferred consideration (1,534) -
Acquisition of property, plant and
equipment (15) (53)
Net cash outflow from investing activities (5,045) (1,712)
----------------------------------------------- ------------- -------------------------------------
Cash flows from financing activities
Lease liability paid (85) (57)
Issue of share capital 2,743 7,221
Net cash flow from financing activities 2,658 7,164
----------------------------------------------- ------------- -------------------------------------
Net (decrease)/increase in cash and
cash equivalents (3,751) 3,996
----------------------------------------------- ------------- -------------------------------------
Cash and cash equivalents at beginning
of year 4,921 253
Cash and cash equivalents from subsidiaries
at acquisition 577 672
Cash and cash equivalents at end of
year 1,747 4,921
----------------------------------------------- ------------- -------------------------------------
The consolidated statement of cash flow of the Group for the
year ended 30 September 2022 is set out above. The only changes in
liabilities other than from financing cash flows are in respect of
leases. Details of additions and disposals of which are given in
note 9.
Non-cash items:
During the year, Omega Financial Services (Jersey) Limited was
acquired for a total consideration of GBP3,815,558, which comprised
of cash consideration of GBP3,385,558 (GBP1,385,558 payable post
yearend) and share capital exchange of GBP430, 000. The cash flow
as shown in the acquisition of subsidiary line is netted off by the
cash acquired of GBP297,838.
During the year, Concentric Group Limited was acquired for a
total consideration of GBP2,329,562, which comp rised cash
consideration of GBP1,496,229 and share capital exchange of
GBP833,333. The cash flow of acquisition of subsidiary above is
netted off by the cash acquired of GBP278,591.
Notes to the Consolidated Financial Statements for the year
ended 30 September 2022
1. General information
TEAM plc (the "Company") is a Registered Public Company limited
by share capital incorporated and registered in Jersey, Channel
Islands on 4 July 2019. The registered Company number is 129405.
The principal place of business is 6 Caledonia Place, St Helier,
Jersey, JE2 3NG .
The principal activity of the Group is the provision of
investment management services.
These financial statements are presented in Pound Sterling
(GBP), rounded to the nearest thousand (GBP'000), which is the
currency of the primary economic environment in which the Group
operates.
2. Accounting policies
Summary of significant accounting policies and key accounting
estimates
The principal accounting policies adopted in the preparation of
these financial statements are set out below. These policies have
been consistently applied to the period presented, unless otherwise
stated.
Statement of compliance
These consolidated financial statements have been prepared in
accordance with the requirements of International Financial
Reporting Standards (IFRS) as issued by the International
Accounting Standards Board (IASB) and the requirements of the
Companies (Jersey) Law 1991. The Group's consolidated financial
statements have been prepared under the historical cost convention,
with the exception of financial instruments, which are stated in
accordance with IFRS 9 Financial Instruments: recognition and
measurement.
The preparation of financial statements in compliance with IFRS
requires the use of certain critical accounting estimates. It also
requires The Directors to exercise judgement in applying the
Group's accounting policies. The areas where significant judgements
and estimates have been made in preparing the financial statements
are disclosed in more detail under the critical accounting
judgements policy.
Basis of consolidated financial statements
The Group's financial statements consolidate those of the parent
company and all its subsidiaries as at 30 September 2022. Control
is achieved where the Company is exposed, or has rights, to
variable returns from its involvement with an investee company and
has the ability to affect those returns through its power over the
other entity; power generally arises from holding a majority of
voting rights.
All transactions and balances between Group companies are
eliminated on consolidation, including unrealised gains and losses
on transactions between Group companies. Amounts reported in the
financial statements of subsidiaries have been adjusted where
necessary to ensure consistency with the accounting policies
adopted by the Group.
Profit or loss and other comprehensive income of the
subsidiaries acquired or disposed of during the year are recognised
from the effective date of acquisition, or up to the effective date
of disposal, as applicable.
The Group attributes total comprehensive income or loss of
subsidiaries between the owners of the parent given all
subsidiaries are 100% owned.
New standards and interpretations not yet adopted
There are a number of standards, amendments to standards, and
interpretations which have been issued by the IASB that are
effective in future accounting periods that the Group has decided
not to adopt early .
The following amendments are effective for the period beginning
1 January 2023:
-- IFRS 17 Insurance Contracts
-- Classification of Liabilities as Current or Non-Current - Amendments to IAS 1
-- Disclosure of Accounting Policies - Amendments to IAS 1 and IFRS Practice Statement 2
-- Definition of Accounting Estimates - Amendments to IAS 8
-- Deferred Tax related to Assets and Liabilities arising from a
Single Transaction - Amendments to IAS 12
The Group does not believe that the standards not yet effective,
will have a material impact on the consolidated financial
statements.
For Annual Reporting periods beginning on or after 1 January
2022, the following are newly effective requirements:
-- Property, Plant and Equipment: Proceeds before Intended Use (Amendments to IAS 16);
-- Annual Improvements to IFRS Standards 2018-2020 (Amendments
to IFRS 1, IFRS 9, IFRS 16 and IAS 41); and
-- References to Conceptual Framework (Amendments to IFRS 3).
-- Onerous Contracts - Cost of Fulfilling a Contract Amendments to IAS 37
Going concern
The Directors have prepared financial projections along with
sensitivity analyses of reasonably plausible alternative outcomes.
The forecasts demonstrate that the Directors have a reasonable
expectation that the existing Group will require additional
financial resources to meet the cash-settled deferred consideration
liabilities due in the coming financial year (GBP0.8m). This
liquidity position has been exacerbated by the challenging market
conditions, with falls in asset prices, and cost inflation,
especially in salaries, moving the business away from generating a
cash profit from the current operations of the Group. The
requirement for additional fund raising has been highlighted as a
feature of the business model for TEAM in the initial years on the
business plan. The placing and subscription in May 2022 saw a high
level of follow on investment from the institutional and private
shareholders, and the Board members. It is this support from the
current and potential shareholder base, and the expectation that
further earnings enhancing acquisitions will be brought to current
and potential shareholders for financing in the coming financial
year, that gives the Board sufficient confidence to consider the
financial position to not meet the test for material uncertainty,
and for the going concern basis to be appropriate for the
accounts.
Critical accounting estimates and judgements
The Group makes certain estimates and assumptions in the
preparation of financial statements. Estimates and judgements are
continually evaluated based on historical experience and other
factors, including expectations of future events that are believed
to be reasonable that best reflects the conditions and
circumstances that exist at the reporting date.
The principal estimates and judgements that could have an effect
upon the Group's financial results are the useful economic lives of
property, plant and equipment, the impairment of trade receivables
and intangible assets and the provision for income and deferred
taxes. Further details of these estimates and judgements are set
out in the related notes to the consolidated financial statements
for these items.
Revenue recognition
The Group has applied IFRS15 - Revenue from Contracts with
Customers. IFRS 15 establishes the principles that an entity
applies when reporting information about the nature, amount,
timing and uncertainty of revenue and cash flows from a contract
with a customer. Applying IFRS 15, an entity recognises revenue to
depict the transfer of promised services to the customer in an
amount that reflects the consideration to which the entity expects
to be entitled in exchange for those services.
The Group recognises revenue on the transfer of services in
accordance with the contractual terms entered into with clients.
Fees and commissions are received on a variety of different payment
terms.
-- Commission: Trading and foreign exchange commission income is
recognised on a trade date basis
-- Management Fees : Portfolio and investment management,
introductory and sponsor fees are recognised on an accrual basis
over time.
-- Treasury services : Treasury fees are recognised on an accrual basis over time.
-- Financial advice services : These are recognised on an accrual basis over time.
Exceptional costs
Costs which are material either because of their size or their
nature, are highlighted separately on the face of the consolidated
statement of profit or loss. The separate reporting of exceptional
costs helps provide a better picture of the Group's underlying
performance. Items which may be included within the exceptional
category include, inter alia, acquisition and restructuring costs
and other particularly significant or unusual items.
Exceptional items are excluded from the headline profit measures
used by the Group and are highlighted separately in the
consolidated statement of profit or loss as management believe that
they need to be considered separately to gain an understanding of
the underlying profitability of the trading businesses.
Segment reporting
IFRS 8 requires that an entity disclose financial and
descriptive information about its reportable segments, which are
operating segments or aggregations of operating segments. Operating
segments are identified on the basis of internal reports that are
regularly reviewed by the Board to allocate resources and to assess
performance. Using the Group's internal management reporting as a
starting point the single reporting segment set out in note 3 has
been identified.
Foreign currency transactions and balances
In preparing the financial statements of the Group, transactions
in currencies other than the entity's functional currency (foreign
currencies) are recorded at the rates of exchange prevailing on the
dates of the transactions. At each reporting date, monetary assets
and liabilities that are denominated in foreign currencies are
retranslated at the rates prevailing on the balance sheet date.
Exchange differences arising on the settlement of monetary
items, and on the retranslation of monetary items are included in
statement of total comprehensive income in operating expenses.
Tax
The tax expense for the period represents the sum of the tax
currently payable and the deferred tax.
Deferred tax is the tax expected to be payable or recoverable on
differences between the carrying amounts of assets and liabilities
in the financial statements and the corresponding tax bases used in
the computation of taxable profit. Deferred tax liabilities are
generally recognised for all taxable temporary differences and
deferred tax assets are recognised to the extent that it is
probable that taxable profits will be available against which
deductible temporary differences can be utilised.
The carrying amount of deferred tax assets are reviewed at each
reporting date and reduced to the extent that it is no longer
probable that sufficient taxable profits will be available to allow
all or part of the asset to be recovered. Deferred tax is
calculated at the tax rates that are expected to apply in the
period when the liability is settled, or the asset is realised.
Deferred tax assets and liabilities are offset where there is a
legally enforceable right to set off current tax assets against
current tax liabilities and when they relate to income taxes levied
by the same taxation authority and the Group intends to settle its
current tax assets and liabilities on a net basis.
Property, plant and equipment
Property, plant and equipment are stated in the Statement of
Financial Position at cost, less any subsequent accumulated
depreciation and subsequent accumulated impairment losses. Assets
are recognised when it is probable that the future economic
benefits associated with the asset will flow to the entity and the
cost can be measured reliably. Cost includes expenditure that is
directly attributable to the acquisition of items.
Fully depreciated assets are retained in the cost and the
related accumulated depreciation until they are removed from
service. In the case of disposals, assets and related depreciation
are removed from the financial statements at the net amount.
Proceeds from disposal are charged or credited to the statement of
income.
Depreciation
Depreciation is charged so as to write off the cost or valuation
of assets over their useful economic lives, using the straight-line
method
Asset class Depreciation rate
Computer hardware 5 years
Equipment 4 years
Leasehold Improvements 5 years
Right of use assets Over the term of the lease
Business combinations
The acquisition of subsidiaries is accounted for using the
purchase method. The cost of acquisition is measured as the
aggregate of the fair values, at the date of exchange, of the
assets given, liabilities incurred or assumed, and equity
instruments issued by the Group in exchange for control of the
acquiree. The acquiree's identifiable assets, liabilities and
contingent liabilities that meet the conditions for recognition
under IFRS 3 are recognised at their fair value at the acquisition
date.
Intangible assets
The value of the customer relationships has been calculated
using the excess earnings approach discounted using the Group's
estimated cost of capital. The average life of a customer
relationship has been set based on the customer base and represents
both the period over which the value of such relationships have
been calculated and the amortisation period of the intangible asset
arising. The Group amortises intangible assets over the following
periods:
Customer relationships 5 -10 years
At each reporting date, the Group reviews the carrying amounts
of its intangible assets to determine whether there is any
indication that those assets have suffered an impairment loss. If
any such indication exists, the recoverable amount of the asset is
estimated in order to determine the extent of the impairment loss
(if any).
If the recoverable amount of an asset (or cash-generating unit)
is estimated to be less than its carrying amount, the carrying
amount of the asset (cash-generating unit) is reduced to its
recoverable amount. An impairment loss is recognised as an expense
immediately.
Goodwill
Goodwill represents the future economic benefits arising from a
business combination that are not individually identified and
separately recognised. Goodwill is not amortised but it is tested
for impairment annually, or more frequently if events or changes in
circumstances indicate that it might be impaired, and is carried at
cost less accumulated impairment losses.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and call
deposits, and other short-term highly liquid investments that are
readily convertible to a known amount of cash and are subject to
an
insignificant risk of change in value. Such investments are
those with original maturities of three months or less.
Trade receivables
Trade and other receivables are recognised initially at fair
value. They are subsequently measured at amortised cost using the
effective interest method, less provision for impairment.
A provision for the impairment of trade receivables is based on
the lifetime expected credit loss and past and forward-looking
information.
Payables
Payables are obligations to pay for goods or services that have
been acquired in the ordinary course of business. Trade and other
payables are measured at initial recognition at fair value and are
subsequently measured at amortised cost using the effective
interest rate method
Leases
Under IFRS 16, the Group recognises right-of-use assets and
liabilities for significant leases.
The Group has elected and applied the exemption not to recognise
right-of-use assets and lease liabilities for short-term leases of
equipment. The Group recognises the lease payments associated with
these leases as an expense on a straight-line basis over the lease
term.
At inception of a contract under IFRS 16, the Group assesses
whether a contract is, or contains a lease. A contract contains a
lease if the contract conveys the right to control the use of an
identified asset for a period of time in exchange for
consideration.
The Group recognises a right-to-use asset and lease liability at
the lease commencement date.
The right-to-use asset is initially measured at cost, which
comprises the initial amount of the lease liability adjusted for
any lease payments made at or before the commencement date, plus
any direct costs incurred and an estimate of costs to restore the
underlying asset, less any incentives received.
The right-of-use asset is subsequently depreciated using the
straight-line method from the commencement date to the end of the
lease term.
The lease liability is initially measured at the present value
of the lease payments that are not paid, discounted using the
interest rate implicit in the lease, or if that rate cannot be
readily determined, the Group's incremental borrowing rate.
The lease liability is subsequently measured at amortised cost
using the effective interest rate method.
The Group presents right-of-use assets in property, plant and
equipment and lease liabilities in loans and borrowings in the
Statement of Financial Position.
Financial instruments
The Group has adopted IFRS 9 in respect of financial
instruments.
Financial assets, including trade and other receivables and cash
and bank balances, are initially recognised at transaction price,
unless the arrangement constitutes a financing transaction, where
the transaction is measured at the present value of the future
receipts discounted at a market rate of interest. Such assets are
subsequently carried at amortised cost using the effective interest
method. At the end of each reporting period financial assets
measured at amortised cost are assessed for lifetime expected
credit losses based on past and forward-looking information. If an
asset is impaired the impairment loss is the difference between the
carrying amount and the present value of the estimated cash flows
discounted at the asset's original effective interest rate. The
impairment loss is recognised in the Statement of Comprehensive
Income. If there is a decrease in the impairment loss arising from
an event occurring after the impairment was recognised, the
impairment is reversed. The reversal is such that the current
carrying amount does not exceed what the carrying amount would have
been had the impairment not previously been recognised. The
impairment reversal is recognised in the Statement of Comprehensive
Income.
Financial assets are derecognised when (a) the contractual
rights to the cash flows from the asset expire or are settled, or
(b) substantially all the risks and rewards of the ownership of the
asset are transferred to another party or (c) despite having
retained some significant risks and rewards of ownership, control
of the asset has been transferred to another party who has the
practical ability to unilaterally sell the asset to an unrelated
third party without imposing additional restrictions.
Basic financial liabilities, including trade and other payables,
bank loans, loans from fellow group companies and preference shares
that are classified as debt, are initially recognised at
transaction price, unless the arrangement constitutes a financing
transaction, where the debt instrument is measured at the present
value of the future payments discounted at a market rate of
interest.
Debt instruments are subsequently carried at amortised cost,
using the effective interest rate method.
Trade payables are obligations to pay for goods or services that
have been acquired in the ordinary course of business from
suppliers. Accounts payable are classified as current liabilities
if payment is due within one year or less. If not, they are
presented as non-current liabilities. Trade payables are recognised
initially at transaction price and subsequently measured at
amortised cost using the effective interest method. Financial
liabilities are derecognised when the liability is extinguished,
that is when the contractual obligation is discharged, cancelled or
expires.
Stated capital
Ordinary shares are classified as equity. Equity instruments are
measured at the fair value of the cash or other resources received
or receivable, net of the direct costs of issuing the equity
instruments. If payment is deferred and the time value of money
is material, the initial measurement is on a present value
basis.
Share premium reserves
Share premium reserves represents the excess of the value
received for shares issued over their nominal value less
transaction costs and amounts used to fund bonus issues.
Retained losses
Retained losses represent the cumulative earnings or losses of
the Group, less any dividends declared.
3. Operating Segments
Following the acquisitions of the subsidiaries, the Group now
identifies two principal operating segments, Investment and Fund
Management (IFM) and Advisory and Consultancy (AC), and a number of
operating activities that have been aggregated into one operating
segment.
IFM provides investment management services for individuals,
trusts, sovereign agencies and corporations, and fund management
services to for a range of fund vehicles. AC provides personal
financial advice, investment consulting, and treasury advisory
services. Both segments are located in Jersey, Chanel Islands.
No customer represents more than 10% of group revenues (FY 21:
nil)
The following table represents revenue and cost information for
the Group's business segments
Investment Advisory Group and Group
and fund and consultancy consolidation
management adjustments
GBP'000 GBP'000 GBP'000 GBP'000
--------------------------------- ------------ ----------------- --------------- --------
Revenue 1,025 1,334 (239) 2,120
Direct Cost (386) - (28) (414)
Contribution 639 1,334 (267) 1,706
Indirect Costs (1,255) (847) (416) (2,518)
Underlying profit
before tax (616) 487 (683) (812)
Acquisition related
costs - - (129) (129)
Amortisation of an
acquired clients relationships - - (543) (543)
Changes in fair value - - (23) (23)
Net changes in the
value of non-current
asset - - (81) (81)
Profit before tax (616) 487 (1,459) (1,588)
Tax 67 (3) - 64
Profit/loss for the
year (549) 484 (1,459) (1,524)
--------------------------------- ------------ ----------------- --------------- --------
4. Staff costs
The aggregate payroll costs (including Directors' remuneration)
were as follows:
Year to Year to
30 Sep 30 Sep 2021
2022
GBP'000 GBP'000
Wages and salaries 1,678 1,335
1,678 1,335
-------------------- -------- ------------
The average number of employees (including Directors) during the
year was 22 (FY21: 14).
5. Directors' remuneration
The Directors' remuneration for the year was as follows:
Year to Year to
30 Sep 30 Sep 2021
2022
GBP'000 GBP'000
----------------- -------- ------------
Executive
J M Clubb 142 89
M C Moore 208 138
Non-Executive
L P C Taylor 25 15
M M Gray 25 15
D J K Turnbull 25 15
L Smith* - 4
L Trevellyan* - 4
A Stanton* - 2
425 281 **
----------------- -------- ------------
* Resigned in previous year ** rounding difference
Directors' Interests in Management Incentive Plan shares
Total Total
30 Sept 30 Sept21
2022
Director No. No.
------------ ------------------- --------------------------
J M Clubb - 375
M C Moore 650 438
650 813
------------ ------------------- --------------------------
On 12(th) May 2022 the Company set up the TEAM plc MIP to
replace the previous MIP. Mr Clubb chose not to participate in the
new plan, and Mr Moore was awarded 650, with two other
non-Directors of Team plc being awarded 100 shares each.
The maximum dilution under the MIP has been reduced from 12.5%
to 8.5%. One-third of the MIP will be set with reference to the
TEAM plc share price, with full pay out where the share price is
twice the Subscription Price. Two-thirds of the scheme will be set
with reference to the TEAM plc market capitalisation, with full pay
out where the market capitalisation is equal to or exceeds GBP40m.
A hold period of 12 months is required for any Ordinary Shares
issued under the MIP. Previously, there were no hold periods under
the MIP.
6. Operating loss
Is stated after charging:
Year to Year to
30 Sep 30 Sep 2021
2022
GBP'000 GBP'000
----------------------------------------------- -------- ------------
Auditors' remuneration - audit fees 48 27
Costs relating to the admission of the shares - 449
Amortisation of intangibles 543 194
Depreciation of property, plant and equipment 17 10
Depreciation of right of use asset 64 50
Interest on right of use asset 30 5
------------------------------------------------ -------- ------------
7. Interest payable and similar expenditure
Year to Year to
30 Sep 30 Sep 2021
2022
GBP'000 GBP'000
--------------------------------------- -------- ------------
Interest payable - Right of use asset 30 5
Pershing deposit - Fair
value (8) 2
Other interest payable 1 2
---------------------------------------- -------- ------------
23 9
--------------------------------------- -------- ------------
8. Taxation
Year to Year to
30 Sep 30 Sep 2021
2022
GBP'000 GBP'000
--------------------- -------- ------------
Deferred tax
Deferred tax charge (64) (45)
(64) (45)
--------------------- -------- ------------
The Group is liable for taxation in Jersey at the standard rate
of 0% for none regulated businesses, (FY21: 0%) and 10% for
regulated businesses (FY21: 10%).
The differences are reconciled below Year to Year to
30 Sep 30 Sep 2021
2022
GBP'000 GBP'000
--------------------------------------------- -------- ------------
Loss before tax applicable to financial
service companies from date of acquisition
to year end (643) (458)
---------------------------------------------- -------- ------------
Tax for financial service companies at 10% (64) (45)
Effect of permanent expense not deductible
in determining taxable profit (tax loss) 18 9
Effect of temporary expense not deductible
in determining taxable profit (tax loss) - 1
Tax increase from effect of unrelieved tax
losses carried forward 46 35
Total tax decrease - -
---------------------------------------------- -------- ------------
Deferred tax assets and liabilities
Year to Year to
30 Sep 2022 30 Sep 2021
GBP'000 GBP'000
------------------------ ------------ ------------
Losses carried forward 153 86
Capital allowances 3 3
Deferred tax asset 156 89
------------------------- ------------ ------------
9. Intangible assets
The value of the customer relationships for TEAM Limited has
been calculated using the excess earnings approach discounted using
the incremental borrowing rate of 11.25%. The discount rate of
11.25% is based on the Group's weighted average cost of capital
(WACC) as estimated from the WACCs for comparable listed companies
operating in the same sector (FY21: 10.26% as based on borrowing
rates), which is believed to be a more appropriate method.
The average life of a customer relationship has been set at ten
years and represents both the period over which the value of such
relationships have been calculated and the amortisation period of
the intangible asset arising. Based on management's assessment, the
intangible assets recoverable value is higher than its carrying
amount as at 30 September 2022, hence the intangible asset is not
impaired.
On 31 July 2022, TEAM plc acquired the entire share capital of
Omega Financial Services Limited ("Omega"), a trading company
incorporated and registered in Jersey, Channel Island s. The total
consideration paid for Omega was GBP3,815,558 which comprises of
cash of GBP3,385,558 and shares amounting to GBP430,000. Included
in the Statement of Comprehensive Income are GBP34,879 in
transaction costs relating to this acquisition.
On 8 August 2022, TEAM plc acquired the entire share capital of
Concentric Group Limited ("CGL"), a holding company incorporated
and registered in Jersey, Channel Island s which is the parent
company for the Concentric group companies of Concentric Financial
Services Limited and Concentric Analytics Limited. The total
consideration paid for CGL was GBP2,329,562 which comprises of cash
of GBP1,496,229 and shares amounting to GBP833,333. Included in the
Statement of Comprehensive Income are GBP55,782 in transaction
costs relating to this acquisition.
The value of the customer relationships for both acquisitions
has been calculated using the excess earnings approach discounted
using the weighted average cost of capital of 11.25% based on
management review. The average life of a customer relationship has
been set at ten years and represents both the period over which the
value of such relationships has been calculated and the
amortisation period of the intangible asset arising. Based on
management's assessment, the intangible assets recoverable value is
higher than its carrying amount as at 30 September 2022, hence the
intangible asset is not impaired.
Any goodwill arising through business combinations is allocated
to individual assets of its subsidiaries including identified
intangible assets. A summary of the fair values of each major class
of consideration in relation to Omega & Concentric Group
Limited is listed in the next tables:
As at
31 July
2022
GBP'000
---------------------------------------------------- --------
Categorisation of assets: Omega Financial Services
Limited
Intangible asset: customer contracts 3,279
Goodwill 524
Cash and cash equivalents 298
Trade and other receivables 31
Trade and other payables (316)
3,816
---------------------------------------------------- --------
As at
8 August
2022
GBP'000
---------------------------------------------------- ---------
Categorisation of assets: Concentric Group Limited
Intangible asset: customer contracts 2,091
Goodwill 168
Non-current fixed asset 9
Cash and cash equivalents 279
Trade and other receivables 261
Trade and other payables (478)
2,330
---------------------------------------------------- ---------
Total Total
TEAM JCAP Omega CG customer intangible
Limited Limited Limited Limited relationships Goodwill assets
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Cost
At 1 October
2021 1,059 1,759 - - 2,818 1,191 4,009
Acquired through
business
combinations - - 3,279 2,091 5,370 704 6,074
At 30 September
2022 1,059 1,759 3,279 2,091 8,188 1,895 10,083
-------------------- ------------- ------------- ------------ ------------ -------------- --------- -----------
Amortisation
At 1 October
2021 176 88 - - 264 - 264
Charge for the
year 106 352 55 30 543 - 543
At 30 September
2022 282 440 55 30 807 - 807
-------------------- ------------- ------------- ------------ ------------ -------------- --------- -----------
Carrying Amount
At 30 September
2022 777 1,319 3,224 2,061 7,381 1,895 9,276
-------------------- ------------- ------------- ------------ ------------ -------------- --------- -----------
At 30 September
2021 883 1,671 - - 2,554 1,191 3,745
-------------------- ------------- ------------- ------------ ------------ -------------- --------- -----------
10. Property, plant and equipment
Right of Equipment Computer Leasehold
use assets and fixtures Hardware Improvements Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Cost
At 1 October 2021 491 37 45 - 573
Additions 266 14 8 2 290
Disposals - - (1) - (1)
At 30 September
2022 757 51 52 2 862
------------------- ----------- ------------- --------- ------------- --------
Depreciation
At 1 October 2021 22 4 19 - 45
Disposals - - (1) - (1)
Charge for the
year 64 10 7 - 81
At 30 September
2022 86 14 25 - 125
------------------- ----------- ------------- --------- ------------- --------
Carrying Amount
At 30 September
2022 671 37 27 2 737
------------------- ----------- ------------- --------- ------------- --------
At 30 September
2021 469 33 26 - 528
------------------- ----------- ------------- --------- ------------- --------
The right-to-use asset balance is made up of three properties
across the Group. The three properties are:
- 6 Caledonia Place, St Helier, Jersey, JE2 3NG . The lease term ends on 30 April 2030.
- Ground Floor, 3 Mulcaster Street, St Helier, Jersey, JE2 3NJ.
The lease term ends on 23 March 2026.
- Third Floor, Conway House, St Helier, Jersey, JE2 3NT. The
lease terms ends on 31 October 2027.
11. Subsidiary undertakings
Proportion Proportion Proportion Proportion
held held by held by held by
by Group Subsidiary Group Subsidiary
Undertakings Country Holding 30-Sep-22 30-Sep-22 30-Sep-21 30-Sep-21
of incorporation
---------------------- ------------------- ---------- ----------- ------------ ----------- ------------
TEAM Midco Limited Jersey Ordinary 100% 0% 100% 0%
JCAP Limited Jersey Ordinary 100% 100% 100% 100%
TEAM Limited Jersey Ordinary 100% 100% 100% 100%
TEAM (UK) Management
Services Limited U.K. Ordinary 100% 100% 100% 100%
TEAM Nominees
Limited Jersey Ordinary 100% 100% 100% 100%
Omega Financial
Services Limited Jersey Ordinary 100% 100% 0% 0%
Concentric Group
Limited Jersey Ordinary 100% 100% 0% 0%
Concentric Financial
Services Limited Jersey Ordinary 100% 100% 0% 0%
Concentric Analytics
Limited Jersey Ordinary 100% 100% 0% 0%
---------------------- ------------------- ---------- ----------- ------------ ----------- ------------
100% of the share capital of Omega and the Concentric Group were
acquired during the year in line with the strategy of the group to
become a leading wealth manager on the island of Jersey.
Since being acquired at 31(st) July 2022, Omega has earned
revenue of GBP195,818 and a profit of GBP120,258 for the two-month
period ended 30 September 2022. If acquired at the start of the
reporting period, Omega would have earned revenue of GBP1,268,089
and a profit of GBP444,988.
Since being acquired at 8(th) August 2022, CGL has earned
revenue of GBP109,575 and a loss of GBP30,514 for the shortened
two-month period ended 30 September 2022. If acquired at the start
of the reporting period, CGL would have earned revenue of
GBP1,011,9334 and a loss of GBP130,059.
12. Long-term deposit
On 6 August 2020, the Company entered into a client agreement
with Pershing (Channel Islands) Limited ("Pershing"), whereby
Pershing is to provide the company with the following services:
-- clearing and settlement services in relation to permitted
investments;
-- execution of transactions to permitted investments and
foreign exchange transactions in connection with executed trades;
and
-- custody and nominee services.
The total amount held by Pershing on a deposit account, on
behalf of the Company during the year was GBP100,000 (FY21:
GBP100,000). The client agreement shall be binding for a period of
7 years from the 6 August 2020 and may be terminated by way of
written notice of not less than 180 days following the end of the 7
years' period.
The Company has opted to classify its Pershing deposit under the
amortised cost, given that there isn't a fair value methodology to
determine the market value of the deposit.
The present value of the deposit at the 30 September 2022 was
GBP63,208 (FY21: GBP49,490) based on a discount rate of 11.25%
(FY21: 10.26%).
13. Trade and other receivables
30 Sep 30 Sep
2022 2021
GBP'000 GBP'000
----------------------- -------- --------
Due within one year
Trade receivables 403 330
Accrued income 247 156
Prepayments and other
receivables 260 75
910 561
----------------------- -------- --------
Impairment of receivables
30 Sep 30 Sep
2022 2021
GBP'000 GBP'000
------------------ -------- --------
Trade receivables - -
------------------ -------- --------
At the year ended 30 September 2022, the value of invoices that
were past due was approximately GBP90,000 relating to the dispute
between JCAP and a client on non-payment of fees due (2021:
GBPnil).
14. Trade and other payables
30 Sep 30 Sep
2022 2021
Note GBP'000 GBP'000
--------------------------------- ----- -------- --------
Due within one year
Lease liability 15 102 43
Payables 353 158
Social security and other taxes 79 39
Other Payables 1,833 1,494
Accruals 273 298
2,640 2,032
--------------------------------- ----- -------- --------
Due greater than one year
Lease liability 15 592 424
Other Payables 1,000 -
1,592 424
--------------------------------- ----- -------- --------
Included in other payables due within one year is GBP1,648,891
of deferred consideration in relation to the purchase of Omega and
CGL (FY21: deferred consideration for purchase of JCAP of
GBP1,493,726). This is the maximum amount payable under the
acquisition agreement.
Included in other payable dues greater than one year is
GBP1,000,000 of deferred consideration in relation to the purchase
of Omega (FY21: GBPnil). This is the maximum amount payable under
the acquisition agreement.
Deferred Consideration 30 Sep 2022 30 Sep 2021
Opening balance 1,493,726 -
Additions in year 2,648,891 1,493,726
Additional consideration due 40,625 -
from prior years
Deferred consideration paid (1,534,351) -
in year
Closing balance 2,648,891 1,493,726
------------------------------- ------------ ------------
15. Lease liabilities
The amount of interest on the lease liabilities recognised as an
expense during the year was GBP29,843 (FY21: GBP5,400). Due to the
acquisitions of Omega and CGL during the year, the Group now
occupies three properties. 1) 6 Caledonia Place, St Helier, Jersey,
JE2 3NG . The lease repayments are GBP70,000 per annum. The lease
term ends on 30 April 2030. 2) Ground Floor, 3 Mulcaster Street, St
Helier, Jersey, JE2 3NJ. The lease repayments are GBP30,000 per
annum. The lease term ends on 23 March 2026. 3) Third Floor, Conway
House, St Helier, Jersey, JE2 3NT. The lease repayments are
GBP40,680 per annum. The lease terms ends on 31 October 2027.
30 Sep 30 Sep
2022 2021
GBP'000 GBP'000
------------------------- -------- --------
Maturity analysis
Not later than one year 102 43
Between one and five
years 426 145
Greater than 5 years 166 279
694 467
------------------------- -------- --------
16. Stated capital
30 Sep 30 Sep
2022 2021
No. No.
---------------------------------------- ----------- -----------
Allotted, called and fully paid shares
Ordinary shares* 21,976,145 17,299,795
----------------------------------------- ----------- -----------
*all shares hold equal voting rights of 1 vote each, the board
can issue new shares up to the limit specified in the ordinary
resolution.
30 Sep 30 Sep
2022 2021
GBP'000 GBP'000
----------------------------------------------- --------- --------
Allotted, called and fully paid share capital
Opening balance - 9
Transferred - (9)
- -
--------------------------------------------------------- --------
30 Sep 30 Sep
2022 2021
GBP'000 GBP'000
----------------------- --------- --------
Share Premium
Opening balance - 1,823
Premium in year - 163
Cost of shares issued
through IPO - (443)
Transferred - (1,543)
- -
--------------------------------- --------
30 Sep 30 Sep
2022 2021
GBP'000 GBP'000
------------------------ -------- --------
Stated capital
Opening balance 9,606 -
Transferred - 1,552
Share premium received
from IPO - 7,501
New Capital subscribed 2,743 553
12,349 9,606
------------------------ -------- --------
17. Related party transactions
Key management personnel are the same as the Directors.
Remuneration of the Directors is disclosed in note 5 to the
financial statements.
There are no further related party transactions to be disclosed
during the year.
18. Financial instruments
30 Sep 30 Sept 2021
2022
GBP'000 GBP'000
Categorisation of financial instruments
Financial assets measured at amortised cost:
Trade receivables 403 330
Cash and cash equivalents 1,747 4,921
2,150 5,251
---------------------------------------------- -------- -------------
Financial liabilities measured at amortised
cost:
Trade payables (353) (158)
Other payables (2,833) (1,494)
Lease liability (694) (467)
(3,880) (2,119)
---------------------------------------------- -------- -------------
19. Capital management
The Group's objectives when managing capital are to safeguard
their ability to continue as a going concern, so that they can
continue to provide returns for shareholders and benefits for other
stakeholders and maintain an optimal capital structure to reduce
the cost of capital. In order to maintain or adjust the capital
structure, the Group may adjust the amount of dividends paid to
shareholders, return capital to shareholders, issue new shares or
sell assets to reduce debt.
Certain activities of the Group are regulated by the JFSC which
is the regulator for financial services businesses in Jersey and
has responsibility for policy, monitoring and discipline for the
financial services industry. The JFSC requires the regulated
entities' resources to be adequate, that is sufficient in terms of
quantity, quality and availability.
Credit risk management
The maximum exposure to credit risk at the end of the reporting
period is the carrying amount of each class of financial assets
mentioned above. Revenue is generated daily and cash is received in
arrears, typically within 30 days from the month or quarter end.
The Group does not believe there is significant credit risk. In
addition, the financial assets are neither past due or
impaired.
Foreign currency risk management
The Group is exposed to foreign exchange risk as it manages
client assets in Euro, US Dollar and Swiss Francs. Change in the
exchange rate will have an impact on the fees earned when
translated into Sterling.
Market risk management
The Group is mainly exposed to market risk in respect of
variations in customer asset values and therefore the management
fees that the Group receives. There has been no material change to
the Group's exposure to market risks or the manner in which it
manages and measures the risks.
Interest risk management
The Group has no borrowings exposed to variable interest rates
and is therefore not exposed to interest rate risk in that
respect.
Liquidity risk management
The Group manages liquidity risk by maintaining adequate
reserves and by continuously monitoring the capital requirements of
the Group. As at 30 September 2022, the deficit of financial assets
over financial liabilities was GBP1,730,000 (FY21: surplus of
GBP3,132,000).
Remaining maturities of financial liabilities:
Less than Between Greater
than
one year 2-5 years 5 years Total
GBP'000 GBP'000 GBP'000 GBP'000
---------------------- ---------- ---------- -------- --------
Trade payables 353 - - 353
Other payables 1,833 1,000 - 2,833
Lease liabilities 102 426 166 694
At 30 September 2022 2,288 1,426 166 3,880
---------------------- ---------- ---------- -------- --------
Less than Between Greater
than
one year 2-5 years 5 years Total
GBP'000 GBP'000 GBP'000 GBP'000
---------------------- ---------- ---------- -------- --------
Trade payables 158 - - 158
Other payables 1,494 - - 1,494
Lease liabilities 43 145 279 467
At 30 September 2021 1,695 145 279 2,119
---------------------- ---------- ---------- -------- --------
20. Earnings per share
The Group has calculated the weighted-average number of
outstanding ordinary shares for the period as follows:
Weighted Average Number Date Number Time weighting Weighted
of Shares 2022 of shares average
number of
shares
-------------------------- ----------- ----------- --------------- -----------
1 October 2021 - balance
brought forward 01-Oct-21 17,299,795 12/12 17,299,795
28 February - 31 March
2022 31-Mar-22 259,683 7/12 151,482
May 2022 - Project Sword 01-May-22 4,416,667 5/12 1,840,278
21,976,145 12 months 19,291,555
-------------------------------------- ----------- --------------- -----------
Weighted Average Number Date Number Time weighting Weighted
of Shares 2021 of shares average number
of shares
---------------------------- ----------- ----------- --------------- ----------------
Balance brought
forward 01-Oct-20 93,000 12/12 93,000
Shares issued 19-Oct-20 3,600 12/12 3,600
Shares issued 06-Jan-21 900 9/12 675
Bonus issue of
82 for 1 06-Jan-21 7,897,500 9/12 5,923,125
Shares issued 06-Jan-21 41,000 9/12 30,750
Initial Public
Offering 08-Mar-21 8,523,334 7/12 4,971,945
Shares issued 02-Jul-21 740,461 3/12 185,015
-------------
17,299,795 12 months 11,208,210
------------- ----------- --------------- ----------------
Loss per share 30 Sep 30 Sep 2021
2022
GBP GBP
Loss per share
Loss for the financial period and total
comprehensive loss (1,523,624) (1,706,309)
Weighted average number of shares 19,291,555 11,208,210
(0.079) (0.152)
----------------------------------------- ------------ ------------
The Parent Company does not have any contingent issuable shares
as at year end, hence diluted loss per share is the same as the
basic loss per share
Adjusted Loss per share Year to Period to
30 Sep 30 Sept
2022 2021
GBP'000 GBP'000
Loss after tax (1,524) (1,706)
Interest 23 9
Tax (64) (45)
Depreciation 81 60
Amortisation of intangible assets 543 194
EBITDA (941) (1,488)
IPO related expenses - 449
Acquisition related expenses 129 241
Adjusted EBITDA (812) (798)
----------------------------------- -------- ----------
30 Sep 30 Sep 2021
2022
GBP GBP
Adjusted loss per share
Adjusted EBITDA (812,000) (798,000)
Weighted average number of shares 19,291,555 11,208,210
(0.042) (0.071)
----------------------------------- ----------- ------------
21. Ultimate controlling party
In the opinion of the Directors, there is no single ultimate
controlling party.
22. Events after the statement of financial position date
No events occurred after the statement of financial position
date that are required to be disclosed.
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END
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(END) Dow Jones Newswires
January 10, 2023 02:00 ET (07:00 GMT)
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