Half Yearly Report

RNS Number : 0569P
Cenkos Securities PLC
28 September 2011
 



Cenkos Securities plc (the "Company") together with its subsidiaries (the "Group")

 

UNAUDITED INTERIM FINANCIAL RESULTS FOR THE SIX MONTH PERIOD ENDED 30 JUNE 2011

 

Financial highlights


30 June 2011

 

30 June 2010

Revenue

-       Up 14%

£28.5m

£25.1m

Underlying operating profit *

-       Up 34%

£5.2m

£3.9m

Operating profit

-       Up 188%

£5.2m

£1.8m

Profit before tax

-       Up 194%

£5.3m

£1.8m

Basic and diluted earnings per share

-       Up 402%

 

5.2p

 

1.0p

Interim dividends per share

 

4p

4p

Capital resources in excess of Pillar 1 and 2 regulatory capital requirements

£8.0m

£7.7m

Business highlights

Funds raised for clients

£619 million

£736 million

Nominated adviser or corporate broker / financial adviser to

106 companies

104 companies

Funds raised since period end

£75 million for 4 clients


Continued success in raising funds for clients in challenging equity markets:

·      In February 2011, Cenkos acted as nominated adviser and broker to OPG Power Ventures plc in its £60 million placing to fund capacity expansion. Cenkos acted as nominated adviser, sole book runner and joint broker to Providence Resources plc in raising approximately £41 million. Cenkos acted as the sole book runner and financial adviser on a further £166 million equity issue for the Anthony Bolton-managed Fidelity China Special Situations plc.

·      In April 2011, Cenkos acted as listing sponsor and sole placing agent for the £60 million launch of The Diverse Income Trust plc, a main market London-listed investment trust to be managed by Gervais Williams.

·      In May 2011, Cenkos acted as financial adviser, sponsor and broker to Stobart Group Limited in its £120m placing and open offer.

Commenting on the interim results, Chief Executive Officer Simon Melling noted:

"I am very happy to announce a strong performance by Cenkos in the six months to 30th June 2011, which is all the more pleasing given the poor economic conditions that prevailed during the period. We have seen increased economic turmoil since the period ended causing a slowdown in activity levels and I anticipate that these will continue for some time. However we have an encouraging pipeline and, as has been proven before, our business model can withstand periods of economic stress well."

For further information contact:

Simon Melling                      020 7397 8900                                                        David Rydell                         020 7861 3886

Chief Executive Officer                                                                                        Pelham Bell Pottinger

Cenkos Securities plc                                                                                         

 

                                               

* The Group uses a non-Generally Accepted Accounting Practice ("non-GAAP") financial measure, "underlying operating profit," in addition to those reported under IFRS. This is since this gives a clearer picture of the underlying financial and operating performance of the Group, for example by adjusting for the impact of significant "one-off" income or expenses.

Business review

Overview

Cenkos Securities plc ("Cenkos" or the "Company") was founded in 2005 and has, over the past six years, established a successful platform that has been profitable in every year of its existence and delivered a strong dividend stream. The Company's prime strategy is to build from this base to become the principal UK institutional broker to growth companies based in the UK and abroad. Cenkos aims to achieve this through:  

-       Successful fund raising and advice to clients through an innovative and entrepreneurial approach;

-       Delivering sustainable, diversified and growing income streams;

-       Adding high quality individuals to the teams; and

-       Managing costs and risks carefully,

thereby providing shareholder value through share price growth and a strong dividend yield.

The Company is pleased to report that, despite the difficult economic conditions that prevailed during the period, Cenkos and its subsidiaries (together the "Group") have increased their revenues and profitability when compared to the same period last year. This has been achieved against a backdrop of fragile and volatile equity markets, caused in part by the continued uncertainty surrounding the European sovereign debt crisis and the weak state of the global economic recovery. Cenkos' robust business model ensures a low fixed cost base and a remuneration structure highly geared to performance, a positive cash cycle and a limited exposure to credit and market risk. This, combined with the high quality, dedication and experience of our employees, has enabled the Group to produce this encouraging performance.

In these problematic markets, the Group has continued to raise equity capital for its corporate clients with the result that we are now one of the leading brokers in London for growth companies. This performance is recognised externally by the fact that in May 2011 Cenkos was voted "AIM broker of the year" at the Growth Company Awards 2011. Cenkos remains highly placed in its chosen markets, as noted in Hemscott's Corporate Advisers Rankings Guide for August 2011, where Cenkos was ranked second in terms of financial advisers to stock market clients, and third in terms of broking to stock market clients. Cenkos was also ranked first by volume and second by value in the league tables of Nominated Advisors as noted in Perfect Information's Equity Capital Markets Review for the first half of 2011.

Total revenue for the period increased by 14% to £28.5 million (H1 2010: £25.1 million), which, I believe, is a strong performance given the economic climate. This positions the Group well to continue its organic growth by adding high quality individuals to our existing teams, as well as recruiting new teams with complementary income streams who are seeking the entrepreneurial environment of Cenkos.

The Group's underlying cost base increased by £2.1 million (10%) in the period, mainly reflecting an increase in performance-related bonuses of £1.5 million driven by higher net revenue, and £0.7 million due to the profitable growth of our offshore fund and wealth management business. Cenkos continues to maintain a firm control over risk, enjoys healthy cash levels and remains well capitalised against regulatory requirements.

One of the Group's goals is to increase the spread of revenues both across different teams and activities and to increase the proportion of total revenues made up by recurring revenues. Whilst Corporate Broking and Advisory revenues have increased, the revenues from Institutional Equities have fallen, reflecting lower market volumes and the loss of a team of analysts in August 2010. Revenues from Fund and Wealth management also fell when compared to the first half of last year, as revenue growth in the offshore fund and wealth management business was offset by lower revenues from our onshore fund management business.

The table below shows a breakdown of revenue by segment.

Six months ending 30 June


2011

2010



£ 000's

£ 000's





Corporate Broking and Advisory


23,825

18,825

Institutional Equities


1,270

2,559

Fund and Wealth Management


3,440

3,711







28,535

25,095

 

Profit before tax was £5.3 million (H1 2010: £1.8 million). This 194% rise reflected the strong revenue growth noted above and also that the first half of 2010 included a £2.1 million provision for the reorganisation of our Edinburgh office.

Corporate Broking and Advisory           

This business segment includes the results of our growth company and investment funds activities, including the results of our market making capability that supports these areas.  Revenue in this segment is made up of placing commission on fund raisings, corporate finance fees and retainer income, market making profits and commissions on secondary market transactions.  Revenue was up 27% to £23.8 million (H1 2010: £18.8 million), due largely to a rise in corporate finance revenues - including placing fees - which were £18.3 million (H1 2010: £13.2 million). The segment result was up 43% to £9.1 million (H1 2010: £6.4 million).

In our core market, AIM, the total value of primary admissions to AIM fell from £387 million in H1 2010 to £260 million in H1 2011. However, subsequent placings on AIM rose from £2,098 million to £2,557 million. Against this slightly improving backdrop, we are pleased to announce that, during the period, we completed 13 transactions and our clients raised a total of £358 million (H1 2010: £243 million), which included one primary issue. In the period we also completed five M&A corporate finance transactions (H1 2010: six). This performance is particularly encouraging as it was achieved during a period where there was limited transactional revenue and continued competitive pressure. Our broking teams cover a wide range of sectors. We have been ranked highly by Hemscott in their July 2011 AIM guide where we were the top stockbroker by number of clients for the Oil & Gas and Telecommunications sectors, and ranked second for Financial Clients and third for Technology. Some of the transactions we were involved in are noted below:

In February 2011, Cenkos acted as nominated adviser and broker to OPG Power Ventures plc in its £60 million placing to fund capacity expansion.

In February 2011, Cenkos acted as nominated adviser, sole book runner and joint broker to Providence Resources plc, an oil and gas company with prospects offshore Ireland and onshore UK, in raising approximately £41 million.

In May 2011, Cenkos acted as financial adviser, sponsor and broker to Stobart Group Limited in its placing and open offer to raise £120 million to fund the company's expansion strategy.

Our investment funds team provides a broad range of services to investment companies including primary and secondary sales, market making, research, corporate broking and corporate finance advice.  Their sales team services both institutional and wealth manager clients. Some of the transactions we were involved in are noted below:

In February 2011, Cenkos acted as the sole book runner and financial adviser on a further £166 million equity issue for the Anthony Bolton-managed Fidelity China Special Situations plc. Since its flotation on the London Stock Exchange in April 2010, the company has now raised a total of £700 million of equity with Cenkos.

In April 2011, Cenkos acted as listing sponsor and sole placing agent for the £60 million launch of The Diverse Income Trust plc, a main market London-listed investment trust managed by Gervais Williams.

These transactions helped bring the total raised for investment funds to 30 June 2011 to £261 million (H1 2010: £493 million, including £460 million for Fidelity China Special Situations).

The Group was nominated adviser or corporate broker / financial adviser to 106 companies or trusts (H1 2010: 104) as at 30 June 2011, with a market capitalisation of £16.5 billion (H1 2010: £14.3 billion).

The Group makes markets in the securities of all the companies where it has a broking relationship to support the other services it provides to its clients. During the period, we expanded our market making service and our equity desk now covers 202 companies and our investment trust desk 129. Despite this increase in coverage, we continue to actively restrict the amount of capital committed to this activity to limit the market risk exposure without adversely affecting the revenue generated. The Group does not engage in proprietary trading and applies position limits and monitoring procedures to ensure it controls the risks taken. The Group does from time to time take stock in lieu of fees and the market movement on these items is also included in this income stream.

Institutional Equities

The Institutional Equities team provides research-driven investment recommendations to institutional clients. Whilst many of our clients continue to pay for our research services directly, more are choosing to transact business through Cenkos as well.  

Institutional Equities suffered a decline in revenues in comparison with the same period last year.  Market volumes have been running at levels 30% lower than a year ago. In addition, the fall in revenue also reflects an analytical team's departure in August 2010. However, we continue to look to grow the business. Although the significant upfront guarantees offered by many larger banks have increased competition and hindered recruitment, Cenkos will not change its business model and will continue to seek to attract individuals who embrace our transparent performance-driven culture and who can assist in bringing us capital markets transactions. We believe that Cenkos has a good reputation in secondary equities, but lacks scale. The impending shake-out amongst market practitioners should give us the opportunity to rectify this and we have already added two new sales people since the end of June 2011.

Revenues in this segment decreased by 50% to £1.3 million (H1 2010: £2.6 million), and the segment result was £0.1 million (H1 2010: £0.6 million). This reduction reflects the tough conditions in this segment of the market and the fact that we have continued to invest in this area through the economic downturn. We believe that this investment enhances the overall service we can offer to our clients and will be repaid when more benign conditions return.

Fund and Wealth Management

Our offshore fund and wealth management services are provided through Cenkos Channel Islands Limited, a subsidiary based in Guernsey and its own subsidiary based in Jersey (together the "Cenkos Channel Islands Group"). Varying levels of stock broking services are offered, from fully discretionary to execution only, to high net worth individuals, financial intermediaries and institutions. The offshore asset management business has continued to grow and has made a positive contribution, with 2,116 clients (H1 2010: 1,867) and £1,000 million in funds under management (H1 2010: £982 million).

The onshore fund management business is provided by a subsidiary company, Cenkos Fund Managers Limited. This operation has an investment management agreement with an AIM-quoted fund. As a result of an activist shareholder's intervention, this AIM-quoted fund was put into run off in the second half of 2010 and although investment management fees will continue to be generated through to 2013 (the expected run off period), we expect it to make only a minimal contribution to the Group's revenue.

Segment revenue fell by 7% to £3.4 million (H1 2010: £3.7 million) due to the fall in Cenkos Fund Managers Limited income offsetting revenue growth in Cenkos Channel Islands Group. 2010 results for Cenkos Fund Managers Limited included £0.7 million in performance fees that did not reoccur in 2011, and a reduction in the net asset value of the fund it advises has lead to reduced investment management fees in 2011. Cenkos Channel Islands Group's revenues improved by 37% to £3.2 million (H1 2010: £2.3 million). The segment result decreased by 59% to £0.3 million (H1 2010: £0.8 million).

Income statement

I set out below a schedule which re-analyses information included in the statutory income statement. The Group uses a non-Generally Accepted Accounting Practice ("non-GAAP") financial measure, "underlying operating profit," in addition to those reported under IFRS. This gives a clearer picture of the underlying financial and operating performance of the Group, as it removes the one-off cost in 2010 of the re-organisation of our Edinburgh office.

Six months ending 30 June

2011

2010


£ 000's

£ 000's




Revenue

28,535

25,095

Administrative expenses (2010 restated)

(23,310)

(21,202)

Underlying operating profit

5,225

3,893

One-off items:



Re-organisation of Edinburgh office

(33)

(2,090)

Operating profit

5,192

1,803




Investment income - interest receivable

138

307

(Loss)/gain on sale of available-for-sale financial asset

-

(294)

Profit before tax

5,330

1,816




Tax

(1,405)

(713)

Profit for the period

3,925

1,103




Attributable to:



Equity holders of the parent

3,737

743

Non-controlling interests

188

360


3,925

1,103




Earnings per share



Basic

5.2 p

1.0 p

Diluted

5.2 p

1.0 p

 

Administrative expenses are shown after charging £1.2 million relating to staff bonuses resulting from the Compensatory Award Phantom Dividend Plan 2009 (H1 2010: £1.1 million). Payments under this scheme are only triggered by the payment of a dividend to ordinary shareholders. This charge was excluded from underlying operating profit shown in our 2010 interim report. For consistency, the comparator for underlying profit shown in the financial highlights for the first half of 2010 has been restated from £5.0 million to £3.9 million.

The Group's revenue was £28.5 million compared to last year's £25.1 million, representing an increase of 14%. This increase was driven by a rise in income in Corporate Broking and Advisory associated with our fees on fund raisings noted earlier. We also saw increases in the revenues of Cenkos Channel Islands Group, but we also saw a fall in the income of our Institutional Equity segment and in Cenkos Fund Managers Limited. 

The overall rise in our cost base is primarily due to the increase in the bonus charge as the Company continues to retain the direct link of the level of these to performance. We have maintained our bonus rates at 40% of revenues after direct costs for front office staff in Cenkos Securities plc (after due consideration of other factors such as risk management), a level which is consistent with other financial sector companies in our peer group and enables us to remain competitive. Cenkos endeavours to remunerate its staff to a level which not only retains but also motivates them to behave in line with the longer-term growth objectives of the Company. Cenkos continues to pursue a policy of maintaining a low fixed cost base and a remuneration policy of low basic salaries and rewarding net income generation. Costs of Cenkos Channel Islands Group also increased to fund business growth.

Underlying operating profit rose by 34% to £5.2 million (H1 2010: £3.9 million). This increase is due to a number of factors, namely improvements in our Corporate Broking and Advisory business and in Cenkos Channel Islands Group, offset by a fall in revenues in our Institutional Equities segment and in Cenkos Fund Managers Limited. 

Operating profit rose to £5.2 million (H1 2010: £1.8 million). In 2010 this was after charging for a provision for a cash-settled shadow equity scheme, set up in 2009 for our team based in Edinburgh. This scheme was wound down at the end of 2010 as part of the re-organisation of the Edinburgh office, which now operates on the same bonus and equity schemes as the rest of the Company. 2010's results also included a £0.3 million loss on sale of the Company's remaining holding in PLUS Markets Group plc.

Profit before tax rose by 194% to £5.3 million (H1 2010:  £1.8 million), and both basic and diluted earnings per share rose by 402% to 5.2 pence (H1 2010: 1.0 p).

Full year revenues in 2010 were £60.3 million (H1 2011: £28.5 million, H1 2010: £25.1 million) as the Group experienced an increased level of corporate finance activity in the second half of 2010. Corporate finance activity levels in the first half of 2011 continued to be strong but were at levels lower than those experienced in the second half of 2010. Profit before tax for the whole of 2010 was £7.1 million (H1 2011: £5.3 million, H1 2010: £1.8 million) as the increased revenue lead to higher performance related staff costs and there were a number of "one-off" costs in 2010 that have not reoccurred in the first half of 2011.

Statement of consolidated financial position and cash flow

As noted earlier, we continue to actively manage the amount of capital committed to our market making activities and consequently have net trading investments of £7.7 million (H1 2010: £7.6 million).

We currently hold healthy cash levels at £19.2 million (H1 2010: £13.8 million). Given this, the Board has agreed to fund the Company's Employee Benefit Trust so that it can make market purchases in Cenkos Securities plc shares as and when market conditions allow. The period to 30 June 2011 has seen an outflow of cash from operating activities of £5.7 million (H1 2010: outflow £2.4 million). This is largely due to the payment of 2010's final dividend and the payment of bonuses accrued in 2010.

At present the Group has no gearing and the Board continues to review gearing levels on an ongoing basis. The Group has to retain sufficient capital to satisfy the UK Financial Services Authority's capital requirements. These requirements vary from time to time depending on the business conducted by the Group. As at 30 June 2011, the Group had a solvency ratio based on capital resources against Pillar 1 capital requirement of 213% (H1 2010: 225%) based on audited profits, and a capital resources surplus of £8.0 million (H1 2010: £7.7 million) in excess of our Pillar 1 and 2 regulatory capital requirements.

Dividend

As we have consistently stated, we only intend to retain sufficient capital and reserves to meet the Group's regulatory capital and cash requirements, after taking account of the likely future working capital requirements of the Group. The Board therefore proposes an interim dividend of 4p per share. This compares to last year's initial interim dividend of 2p per share and a subsequent interim dividend of a further 2p per share. The dividend will be paid on 11 November 2011 to all shareholders on the register at 14 October 2011.

People

Whilst the market in which we operate remains unsettled, the continued professionalism of our employees has enabled us to achieve the robust performance for the period. I am proud to lead a group of such dedicated and talented individuals. Their skill, commitment and determination will continue to provide us with a solid platform on which to continue to build our franchise.

During July 2011, there were a number of changes to the Board. On 4 July Oliver Ellingham, a Non-executive Director of the Company, stepped down from the Board due to other business commitments. The Board would like to thank Oliver for his contribution to the Company and wish him well in his other business interests. I also informed the Board at that time that I intended to leave the business in order to pursue other interests. In order to build on these strong interim results and ensure the future growth prospects of Cenkos, we are undertaking a comprehensive review of our executive structure. I will continue to remain as Chief Executive Officer whilst this review is underway.

Principal risks and uncertainties

The principal risks and uncertainties currently faced by the Group, and how they are being managed, are outlined in note 13.

Outlook

We are cautious regarding the general economy for the remainder of the year. Confidence levels are low, depressed by concerns about the future of the Euro zone and the fragile recovery in the UK (and other economies) with inflation, unemployment and the Government's deficit remaining uncomfortably high. These factors have created high levels of volatility in equity markets causing a slowdown in primary and secondary fund raisings. However, as our financial performance to-date demonstrates, whilst we are not immune to events in the general economy, we are performing well, our pipeline remains good and we are well positioned for the economic recovery when it comes.

Despite the large fall in the stock market in August 2011 and its impact on our market making book, we continue to trade profitably. We have made a reasonable start to the second half and have undertaken a number of corporate and issuance transactions, raising over £75 million for our clients since 30 June 2011.

I believe that, if the present economic conditions continue, it will become obvious that there is over capacity in the markets in which we operate and that the long awaited consolidation will take place. In my view, Cenkos has the people and business model to take advantage of the many opportunities that will arise during this challenging period.

 

 

Simon Melling

Chief Executive Officer

28 September 2011

 

Responsibility statement

We confirm that to the best of our knowledge:

a) the condensed set of financial statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and profit of Cenkos Securities plc and the undertakings included in the consolidation taken as a whole as at 30 June 2011, and

b) the interim management report set out in the Chief Executive Officer's statement includes a fair review of the development and performance of the business and the position of Cenkos Securities plc and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face.

Forward-looking statements

These financial statements contain forward-looking statements with respect to the financial condition, results, operations and businesses of Cenkos Securities plc. Although the Group believes that the expectations reflected in these forward-looking statements are reasonable, we can give no assurance that these expectations will prove to have been correct. Such statements and forecasts involve risk and uncertainty because they relate to events and depend upon circumstances that will occur in the future. There are a number of factors that could cause actual results or developments to differ materially from those expressed or implied by forward-looking statements and forecasts.  Forward-looking statements and forecasts are based on the Directors' current view and information known to them at the date of this statement. The Directors do not make any undertaking to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.


Condensed consolidated income statement for the six month period ended 30 June 2011













Unaudited

Unaudited

Audited





1 January

1 January

1 January





2011 to

2010 to

2010 to


Note



30 June

30 June

31 December





2011

2010

2010





£ 000's

£ 000's

£ 000's








Revenue




28,535

25,095

60,307

Administrative expenses




(23,343)

(23,292)

(53,324)








Operating profit




5,192

1,803

6,983








Investment income - interest receivable




138

307

454

Loss on sale of available-for-sale financial asset



-

(294)

(294)

Finance costs - interest payable




-

-

(1)








Profit before tax




5,330

1,816

7,142

Tax

3



(1,405)

(713)

(2,318)








Profit for the period




3,925

1,103

4,824








Attributable to:







Equity holders of the parent




3,737

743

3,726

Non-controlling interests




188

360

1,098












3,925

1,103

4,824








Earnings per share







Basic

5



5.2p

1.0p

5.2p








Diluted

5



5.2p

1.0p

5.2p








All amounts shown in the consolidated financial statements derive from continuing operations of the Group.








Condensed consolidated statement of comprehensive income



for the six month period ended 30 June 2011


















Unaudited

Unaudited

Audited





1 January

1 January

1 January





2011 to

2010 to

2010 to





30 June

30 June

31 December





2011

2010

2010





£ 000's

£ 000's

£ 000's








Profit for the period




3,925

1,103

4,824








Available-for-sale financial assets:







Gains arising during the period




-

48

48








Other comprehensive income for the period




-

48

48

Total comprehensive income for the period




3,925

1,151

4,872








Attributable to:







Equity holders of the parent




3,737

791

3,774

Non-controlling interests




188

360

1,098












3,925

1,151

4,872








Condensed consolidated statement of financial position as at 30 June 2011





Unaudited

Unaudited

Audited


Note



30 June

30 June

31 December





2011

2010

2010





£ 000's

£ 000's

£ 000's

Non-current assets







Property, plant and equipment

6



1,184

1,012

931

Deferred tax asset




108

69

123












1,292

1,081

1,054

Current assets







Trading investments - long positions




10,732

10,100

10,962

Trade and other receivables




54,314

73,210

31,590

Cash and cash equivalents

7



19,230

13,750

28,468












84,276

97,060

71,020








Total assets




85,568

98,141

72,074








Current liabilities







Trading investments - short positions




(3,049)

(2,501)

(3,481)

Trade and other payables




(54,227)

(69,254)

(41,338)












(57,276)

(71,755)

(44,819)








Net current assets




27,000

25,305

26,201








Net assets




28,292

26,386

27,255








Equity







Share capital

8



728

728

728

Share premium account




-

22,700

-

Own shares




(2,147)

(2,147)

(2,147)

Retained earnings




28,135

4,058

27,134








Equity attributable to equity holders of the parent




26,716

25,339

25,715








Non-controlling interests




1,576

1,047

1,540








Total equity




28,292

26,386

27,255








Condensed consolidated cash flow statement for the six month period ended 30 June 2011













Unaudited

Unaudited

Audited





1 January

1 January

1 January





2011 to

2010 to

2010 to





30 June

30 June

31 December





2011

2010

2010





£ 000's

£ 000's

£ 000's








Profit for the period




3,925

1,103

4,824

Adjustments for:







Finance income




(138)

(307)

(454)

Loss on sale of available-for-sale financial asset



-

294

294

Tax expense




1,405

713

2,318

Depreciation of property, plant and equipment




179

169

346

Shares and options received in kind




(608)

(6)

(1,143)

Share-based payment expense




239

263

489








Operating cash flows before movements in working capital



5,002

2,229

6,674








Decrease / (increase) in net trading investments



406

(1,498)

(243)

(Increase) / decrease in trade and other receivables



(22,610)

(36,591)

 5,157

Increase in trade and other payables




12,576

34,940

6,425








Net cash flow (used in) / from operating activities




(4,626)

(920)

18,013








Interest paid




-

-

(1)

Tax paid




(1,098)

(1,501)

(2,543)








Net cash flow (used in) / from operating activities




(5,724)

(2,421)

15,469








Investing activities







Interest received




24

45

65

Acquisition of interest in a subsidiary by a subsidiary



(8)

-

-

Net proceeds from the sale of fixed assets




5

-

-

Purchase of property, plant and equipment




(436)

(309)

(405)

Proceeds of the sale of available-for-sale investments



-

265

265








Net cash flows (used in) / from investing activities



(415)

1

(75)








Financing activities







Dividends paid




(2,850)

(3,565)

(6,416)

Distributions made to non-controlling interests




(195)

(150)

(395)

Proceeds from issue of equity shares




-

1

1

Acquisition of own shares




-

(110)

(110)

Acquisition of own shares by a subsidiary




(54)

-

-








Net cash used in financing activities




(3,099)

(3,824)

(6,920)








Net (decrease) / increase in cash and cash equivalents



(9,238)

(6,244)

8,474








Cash and cash equivalents at beginning of period



28,468

19,994

19,994








Cash and cash equivalents at end of period




19,230

13,750

28,468




 


Condensed consolidated statement of changes in equity for the six month period ended 30 June 2011












Share capital

Share premium

Own shares

Available-for-sale reserve

Retained earnings

Total

Non- controlling interests

Total


£ 000's

£ 000's

£ 000's

£ 000's

£ 000's

£ 000's

£ 000's

£ 000's










At 1 January 2010

727

22,700

(2,037)

(48)

6,626

27,968

837

28,805










Profit for the period

-

-

-

-

743

743

360

1,103

Other comprehensive income for the period

-

-

-

48

-

48

-

48

Total comprehensive income for the period

-

-

-

48

743

791

360

1,151










Shares issued

1

-

-

-

-

1

-

1

Own shares acquired in the period

-

-

(110)

-

-

(110)

-

(110)

Credit to equity for equity-settled share-based payments

-

-

-

-

263

263

-

263

Deferred tax on share-based payments

-

-

-

-

(9)

(9)

-

(9)

Dividends paid

-

-

-

-

(3,565)

(3,565)

(150)

(3,715)

At 30 June 2010

728

22,700

(2,147)

-

4,058

25,339

1,047

26,386










Profit for the period

-

-

-

-

2,983

2,983

738

3,721

Total comprehensive income for the period

-

-

-

-

2,983

2,983

738

3,721










Cancellation of share premium account

-

(22,700)

-

-

22,700

-

-

-

Credit to equity for equity-settled share-based payments

-

-

-

-

226

226

-

Deferred tax on share-based payments

-

-

-

-

18

18

-

18

Dividends paid

-

-

-

-

(2,851)

(2,851)

(245)

(3,096)

At 31 December 2010

728

-

(2,147)

-

27,134

25,715

1,540

27,255










Profit for the period

-

-

-

-

3,737

3,737

188

3,925

Total comprehensive income for the period

-

-

-

-

3,737

3,737

188

3,925










Increase of investment in subsidiary

-

-

-

-

(63)

(63)

55

(8)

Subsidiary's acquisition of own shares

-

-

-

-

-

-

(54)

(54)

Credit to equity for equity-settled share-based payments

-

-

-

-

197

197

42

239

Deferred tax on share-based payments

-

-

-

-

(20)

(20)

-

(20)

Dividends paid

-

-

-

-

(2,850)

(2,850)

(195)

(3,045)

At 30 June 2011

728

-

(2,147)

-

28,135

26,716

1,576

28,292











Notes to the condensed consolidated financial statements



1. Accounting policies







General information







Cenkos Securities plc (the "Company" together with its subsidiaries, the "Group") is a company incorporated in England and Wales under the Companies Act 2006 (Company Registration No. 05210733). The Group's principal activity is the provision of investment banking services. These financial statements are presented in pounds sterling because that is the currency of the primary economic environment in which the Group operates.








Basis of accounting







The condensed set of financial statements for the six months ended 30 June 2011 have been prepared in accordance with IAS 34 Interim Financial Reporting.


The interim condensed consolidated financial statements do not include all the information and disclosures required in the annual financial statements, and should be read in conjunction with the Group's annual financial statements for the year ended 31 December 2010.








New standards, interpretations and amendments thereof, adopted by the Group

The accounting policies adopted in the preparation of the interim condensed consolidated financial statements are consistent with those followed in the preparation of the Group's annual financial statements for the year ended 31 December 2010, except for the adoption of new standards and interpretations as of 1 January 2011, noted below:

 

IAS 24 Related Party Transactions (Amendment)
The IASB has issued an amendment to IAS 24 that clarifies the definitions of a related party. The new definitions emphasise a symmetrical view of related party relationships as well as clarifying in which circumstances persons and key management personnel affect related party relationships of an entity. The amendment has had no effect on the financial position or performance of the Group.

 

Improvements to IFRSs (issued May 2010)

In May 2010, the IASB issued its third omnibus of amendments to its standards, primarily with a view to removing inconsistencies and clarifying wording. There are separate transitional provisions for each standard. The adoption of the following amendments resulted in changes to presentation and disclosure, but has had no effect on the financial position or performance of the Group:


• IFRS 7 Financial Instruments - Disclosures: The amendment was intended to simplify the disclosures provided by reducing the volume of disclosures around collateral held and improving disclosures by requiring qualitative information to put the quantitative information in context. 
• IAS 1 Presentation of Financial Statements: The amendment clarifies that an option to present an analysis of each component of other comprehensive income may be included either in the statement of changes in equity or in the notes to the financial statements.
• IAS 34 Interim Financial Statements: The amendment requires additional disclosures for fair values and changes in classification of financial assets, as well as changes to contingent assets and liabilities in interim condensed financial statements.

 

The Group has not early adopted any other standard, interpretation or amendment that has been issued but is not yet effective.

The financial information contained in this interim report does not constitute the Company's statutory accounts within the meaning of section 434 of the Companies Act 2006. The comparative information contained in this report for the year ended 31 December 2010 does not constitute the statutory accounts for that financial period. Those accounts have been reported on by the Company's auditors at the time, Deloitte LLP, and delivered to the Registrar of Companies. The report of the auditors was unqualified and did not contain a statement under section 498 (2) or (3) of the Companies Act 2006.

The interim financial statements are unaudited and were approved by the Board of Directors on 28 September 2011.

The preparation of financial statements in conformity with generally accepted accounting principles requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Although these estimates are based on management's best knowledge of the amount, event or actions, actual results ultimately may differ from those of estimates.

These financial statements have been prepared on the historical cost basis, except for the revaluation of certain financial instruments.








Going concern







The Group's business activities, together with the factors likely to affect its future development and performance, the Group's principal risks and uncertainties and the financial position of the Group, are set out in the Business review.

The Directors are satisfied that the Group has sufficient resources to continue in operation for the foreseeable future, a period of not less than 12 months from the date of this report. Accordingly, the Directors continue to adopt a going concern basis in preparing the interim financial statements.








2. Business and geographical segments







IFRS 8 Operating Segments requires operating segments to be identified on the basis of internal reports about components of the Group that are regularly reviewed by the Chief Executive Officer to monitor segment performance and to allocate resources between segments.








Services from which reportable segments derive their revenues




Based on its internal management reporting, the Group has identified three reportable segments and the following services provided by these segments:








Corporate Broking and Advisory







This segment provides corporate finance, corporate broking and market making services to growth companies and investment funds.

Institutional Equities







The institutional equities team currently provides research driven investment recommendations and execution capabilities to institutional clients.

Fund and Wealth Management







Offshore wealth management and stock broking services are primarily provided through the Cenkos Channel Islands Group.

The onshore fund management business is primarily provided by Cenkos Fund Management Limited.










An analysis of the Group's revenue and results by reportable segment is as follows:







1 January 2011 to 30 June 2011




Corporate


Fund





Broking and

Institutional

and Wealth

Group




Advisory

Equities

Management

Total

Segment revenues and results



£ 000's

£ 000's

£ 000's

£ 000's

Corporate finance



18,280

241

-

18,521

Corporate broking & market making



4,025

318

-

4,343

Research fees & commission



1,520

711

-

2,231

Management fees & stock broking services



-

-

3,440

3,440

Segment revenue



23,825

1,270

3,440

28,535








Administrative expenses



(14,704)

(1,136)

(3,096)

(18,936)

Segment results



9,121

134

344

9,599








Unallocated administrative expenses






(4,407)








Operating profit






5,192








Investment income - interest receivable






138








Profit before tax






5,330

Tax






(1,405)








Profit for the period






3,925











1 January 2011 to 30 June 2011



Corporate


Fund




Broking and

Institutional

and Wealth

Segments


Group


Advisory

Equities

Management

Total

Unallocated

Total


£ 000's

£ 000's

£ 000's

£ 000's

£ 000's

£ 000's

Other segment information:







Assets

13,854

-

16,558

30,412

55,156

85,568

Liabilities

(3,049)

-

(13,455)

(16,504)

(40,772)

(57,276)

Depreciation and amortisation

-

-

1

1

178

179

Additions to non-current assets

-

-

-

-

436

436








Segment assets have been allocated on the basis of the internal reports received by the Chief Executive Officer for the purposes of monitoring segment performance and allocating resources between segments.




1 January 2010 to 30 June 2010




Corporate


Fund





Broking and

Institutional

and Wealth

Group




Advisory

Equities

Management

Total

Segment revenues and results



£ 000's

£ 000's

£ 000's

£ 000's

Corporate finance



13,170

212

5

13,387

Corporate broking & market making



3,811

635

-

4,446

Research fees & commission



1,844

1,712

-

3,556

Management fees & stock broking services



-

-

3,706

3,706

Segment revenue



18,825

2,559

3,711

25,095








Administrative expenses



(12,445)

(1,996)

(2,883)

(17,324)

Segment results



6,380

563

828

7,771








Unallocated administrative expenses






(5,968)








Operating profit






1,803








Investment income - interest receivable






307

Loss on sale of available-for-sale financial asset





(294)








Profit before tax






1,816

Tax






(713)








Profit for the period






1,103











1 January 2010 to 30 June 2010



Corporate


Fund




Broking and

Institutional

and Wealth

Segments


Group


Advisory

Equities

Management

Total

Unallocated

Total


£ 000's

£ 000's

£ 000's

£ 000's

£ 000's

£ 000's

Other segment information:







Assets

11,691

-

39,551

51,242

46,899

98,141

Liabilities

(2,501)

-

(36,979)

(39,480)

(32,275)

(71,755)

Depreciation and amortisation

-

-

33

33

136

169

Additions to non-current assets

-

-

32

32

277

309






1 January 2010 to 31 December 2010




Corporate


Fund





Broking and

Institutional

and Wealth

Group




Advisory

Equities

Management

Total

Segment revenues and results



£ 000's

£ 000's

£ 000's

£ 000's

Corporate finance



36,356

-

5

36,361

Corporate broking & market making



9,188

-

-

9,188

Research fees & commission



1,189

4,955

-

6,144

Management fees & stock broking services



-

-

8,614

8,614

Segment revenue



46,733

4,955

8,619

60,307








Administrative expenses



(27,862)

(3,421)

(6,572)

(37,855)

Segment results



18,871

1,534

2,047

22,452








Unallocated administrative expenses






(15,469)








Operating profit






6,983








Investment income - interest receivable






454

Loss on sale of available-for-sale financial asset





(294)

Finance costs - interest payable






(1)








Profit before tax






7,142

Tax






(2,318)








Profit for the year






4,824











1 January 2010 to 31 December 2010



Corporate


Fund




Broking and

Institutional

and Wealth

Segments


Group


Advisory

Equities

Management

Total

Unallocated

Total


£ 000's

£ 000's

£ 000's

£ 000's

£ 000's

£ 000's

Other segment information:







Assets

13,254

-

8,317

21,571

50,503

72,074

Liabilities

(3,481)

-

(5,832)

(9,313)

(35,506)

(44,819)

Depreciation and amortisation

-

-

66

66

280

346

Additions to non-current assets

-

-

44

44

361

405








The accounting policies of the reportable segments are the same as the Group's accounting policies described in note 1. Segment results represent the profit earned by each segment without allocation of the central administration costs, investment revenue and finance costs, and income tax expense. This is the measure reported to the Chief Executive Officer for the purpose of resource allocation and assessment of segmental performance.








An analysis of the Group's revenue and result by geographical location is as follows:











Geographical information




1 January 2011 to 30 June 2011





United

Channel

Group





Kingdom

Islands

Total





£ 000's

£ 000's

£ 000's








Revenue (**)




25,314

3,221

28,535








Non-current assets




908

384

1,292












1 January 2010 to 30 June 2010





United

Channel

Group





Kingdom

Islands

Total





£ 000's

£ 000's

£ 000's








Revenue (**)




22,746

2,349

25,095








Non-current assets




1,001

80

1,081












1 January 2010 to 31 December 2010





United

Channel

Group





Kingdom

Islands

Total





£ 000's

£ 000's

£ 000's








Revenue (**)




53,464

6,843

60,307








Non-current assets




998

56

1,054








(**) Revenues are attributed on the basis of the entities' location.












Major customers







No one particular customer's revenue amounted to more than 10% of the Group's total revenue.








3. Tax







The tax charge comprises:




1 January 2011 to

30 June

1 January 2010 to

30 June

1 January 2010 to

31 December





2011

2010

2010





£ 000's

£ 000's

£ 000's

Current tax







United Kingdom corporation tax at 26.5% (2010: 28%) based on the profit for the period

1,405

565

2,200

Overseas tax charge borne by subsidiaries operating in other jurisdictions

-

-

5

Adjustment in respect of prior period







United Kingdom corporation tax at 26.5% (2010: 28%)



5

-

-








Total current tax




1,410

565

2,205

Deferred tax







Credit on account of temporary differences



(43)

-

-

Charge on account of temporary differences



38

148

113








Total deferred tax




(5)

148

113








Total tax on profit on ordinary activities




1,405

713

2,318








The tax charge for the period differs from that resulting from applying the standard rate of UK corporation tax of 26.5% (2010: 28%) to the profit before tax for the reasons set out in the following reconciliation:

 





1 January 2011 to

30 June

1 January 2010 to

30 June

1 January 2010 to

31 December





2011

2010

2010




£ 000's

£ 000's

£ 000's








Profit on ordinary activities before tax




5,330

1,816

7,142








Tax on profit on ordinary activities at the UK corporation tax rate of 26.5% (2010: 28%)

1,412

507

2,000

Tax effect of:







Depreciation in excess of capital allowances



5

11

11

Expenses that are not deductible in determining taxable profits


90

227

432

Different tax rates of subsidiaries operating in other jurisdictions


(124)

(85)

(419)

Income not subject to corporation tax




(27)

(95)

(94)

Adjustment for IFRS 2 relating to staff options



31

109

94

Adjustment for IFRS 2 relating to staff options due to tax rate change


7

17

-

Deferred tax on IFRS 2 share-based payments



-

22

-

Deferred tax on current year loss set back against previous profits


(43)

-

-

Non-allowable loss on sale of available-for-sale investment


-

-

294

Adjustment for loss relief not claimed




49

-

-

Adjustment in respect of prior period




5

-

-








Tax expense for the period




1,405

713

2,318








In addition to the amount charged to the income statement in respect of share-based payments and the amount credited to the income statement in respect of the carried back current year's losses, deferred tax relating to staff share options amounting to £20,333 has been charged directly to equity (H1 2010: £9,255).



4. Dividends




1 January

1 January

1 January





2011 to

2010 to

2010 to





30 June

30 June

31 December





2011

2010

2010





£ 000's

£ 000's

£ 000's

Amounts recognised as distributions to equity holders in the period:





Final dividend for the year ended 31 December 2010 of 4p (31 December 2009: 5p) per share

2,850

3,565

3,565

Interim dividend for the period to 30 June 2010 of 2p per share

-

-

1,425

Interim dividend for the period to 30 November 2010 of 2p per share

-

-

1,426









2,850

3,565

6,416


The proposed interim dividend for the period to 30 June 2011 of 4p (30 June 2010: 2p; 30 November 2010: 2p) per share was approved by the Board on 28 September 2011 and has not been included as a liability as at 30 June 2011. The dividend will be payable on 11 November 2011 to all shareholders on the register at 14 October 2011.








5. Earnings per share







The calculation of the basic and diluted earnings per share is based on the following data:





1 January

1 January

1 January





2011 to

2010 to

2010 to





30 June

30 June

31 December





2011

2010

2010





£ 000's

£ 000's

£ 000's

Earnings







Earnings for the purpose of basic earnings per share being net profit attributable to equity holders of the parent

3,737

743

3,726

Effect of dilutive potential ordinary shares:







   Share options




-

-

-








Earnings for the purpose of diluted earnings per share



3,737

743

3,726












No.

No.

No.

Number of shares







Weighted average number of ordinary shares for the purpose of basic earnings per share

71,252,420

71,269,993

71,164,543

Effect of dilutive potential ordinary shares:







   Share options




40,500

855,309

401,417








Weighted average number of ordinary shares for the purpose of diluted earnings per share

71,292,920

72,125,302

71,565,960




 

The weighted average number of shares considered for the period includes both ordinary and B shares. The B shares were issued to certain employees on a partly-paid basis prior to the Company's admission and trading on AIM in October 2006, and have not been admitted to trading on AIM. Holders of the B shares are required to pay a further amount (the "required premium") which was specified at the time of allotment of the B shares. Upon payment of the required premium, the B shares convert automatically into ordinary shares and will then be admitted to trading on AIM. All shares have equal voting rights and are entitled to a full dividend payout.








6. Property, plant and equipment







During the period, the Group spent £435,506 (H1 2010: £309,000) on property, plant and equipment. This mostly related to the costs associated with improvements to the Cenkos Channel Islands Limited office in Guernsey, and IT equipment.


7. Cash and cash equivalents







The cash balance includes £2.3 million (30 June 2010: nil, 31 December 2010: £5.0 million) held in trust against identified liabilities of £0.9 million (30 June 2010: nil, 31 December 2010: £2.4 million) relating to the cancellation of the Company's entire share premium account on 17 November 2010, which was used to provide distributable reserves for the Company.


8. Share capital







The issued share capital as at 30 June 2011 amounted to £727,771 (H1 2010: £727,771).








9. Financial instruments







Fair value hierarchy: all financial instruments carried at fair value are categorised in three categories, defined as follows:

Level 1 - Quoted market prices
Level 2 - Valuation techniques (market observable)
Level 3 - Valuation techniques (non-market observable)

As at 30 June 2011, the Group held the following financial instruments measured at fair value:




30 June 2011




Level 1

Level 2

Level 3

Total




£ 000's

£ 000's

£ 000's

£ 000's

Financial assets at fair value through profit and loss (FVTPL)





Derivative financial assets



-

341

-

341

Non-derivative financial assets held for trading


9,515

876

-

10,391








Total



9,515

1,217

-

10,732

Financial liabilities at FVTPL







Non-derivative financial liabilities held for trading


3,049

-

-

3,049








There were no transfers between Level 1, 2 and 3 during the period.







30 June 2010




Level 1

Level 2

Level 3

Total




£ 000's

£ 000's

£ 000's

£ 000's

Financial assets at FVTPL







Derivative financial assets



-

264

-

264

Non-derivative financial assets held for trading


9,836

-

-

9,836








Total



9,836

264

-

10,100

Financial liabilities at FVTPL







Non-derivative financial liabilities held for trading


2,501

-

-

2,501






There were no transfers between Level 1, 2 and 3 during the period.








31 December 2010




Level 1

Level 2

Level 3

Total




£ 000's

£ 000's

£ 000's

£ 000's

Financial assets at FVTPL







Derivative financial assets



-

443

-

443

Non-derivative financial assets held for trading


9,715

804

-

10,519








Total



9,715

1,247

-

10,962

Financial liabilities at FVTPL







Non-derivative financial liabilities held for trading


3,481

-

-

3,481








There were no transfers between Level 1, 2 and 3 during the year. Prior year comparators have been amended to conform to the presentation in the current period.








10. Contingent liability







A cash-settled shadow equity scheme was set up in 2009 for the Cenkos team based in Edinburgh. The Company re-organised this office in the second half of 2010 resulting in the cessation of this arrangement and a number of staff leaving the Company. A provision for this re-organisation was established in 2010 to cover any resultant liabilities. The Company is currently in legal disputes with a former member of staff. After taking legal advice, the Directors are of the opinion that there will be no significant financial impact other than the amounts already accrued in 2010 and the legal costs involved, for which appropriate accruals have been made in these financial statements.








11. Related party transactions








 

Related party transactions are described in the 2010 Annual Report and Accounts. There have been no significant changes in related party transactions during the six months ended 30 June 2011 aside from the Chief Executive Officer's pay. On 1 January 2011, the Chief Executive Officer's annual basic salary was increased from £150,000 to £200,000. On 4 February 2011, the Group's Remuneration Committee agreed that it would award the Chief Executive Officer 1,000,000 options under the Long Term Incentive Plan. This award will be granted with a performance condition. This award has not yet been made and at the time it was agreed that the award would be made at the next permissible open period.

 

The compensation of the key management personnel of the Group (including the Directors) and their interests in the shares and options over the shares of Cenkos Securities plc was as follows:





1 January

1 January

1 January

 

2011 to

2010 to

2010 to

 

30 June

30 June

31 December

 

2011

2010

2010

 

£ 000's

£ 000's

£ 000's

 

Emoluments

3,691

1,196

4,500

 

 

Interests in ordinary and B shares of Cenkos Securities plc

30 June

30 June

31 December

 

2011

2010

2010

 

No.

No.

No.

 

Number of shares

9,004,362

8,746,712

8,926,113

 

Percentage interest in the Company's share capital

12%

12%

12%

 

 

Interests in share options

1 January 2011 to

30 June 2011

1 January 2010 to

30 June 2010

1 January 2010 to

31 December 2010


Number

Weighted

Number

Weighted

Number

Weighted



average


average


average



exercise


exercise


exercise



price


price


price








Outstanding at the beginning of the period

4,220,874

1.33

4,220,874

1.33

4,220,874

1.33

Granted during the period

-


-


-


Outstanding at the end of the period

4,220,874

1.33

4,220,874

1.33

4,220,874

1.33








 

Among the Group's transactions with key management personnel as of 30 June 2011 were loans of £664,924 relating the B shares in the Company (31 December 2010: £697,310; 30 June 2010: £696,558). There were no other outstanding balances or bad debt provisions for any related party balances as at 30 June 2011, and no related party transactions have been written off during the period (H1 2010: nil).

 

Transactions with related parties are made at arm's length. Transactions or balances between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation and, in accordance with IAS 24, are not disclosed in this note.



12. Events after the reporting period







On 4 July 2011 Oliver Ellingham, a Non-executive Director of the Company, stepped down from the Board.

 

On the same day, the Chief Executive Officer also informed the Board that he intended to leave the business in order to pursue other interests. In order to build on these strong interim results and ensure the future growth prospects of Cenkos, the Company is undertaking a comprehensive review of its executive structure. The Chief Executive Officer will remain in this role whilst this review is underway.

In line with best practice, Cenkos Securities plc put its external audit out to tender. After a rigorous selection process, the Audit Committee and Board appointed Ernst & Young LLP as its external auditors in July 2011.

 

13. Principal risks and uncertainties







The principal risks and uncertainties currently faced by the Group, and how these are managed, are outlined below. As you would expect, the fundamental risk to the Group is that Cenkos' income is dependent on the health of the financial markets and in particular the economic conditions of the UK.

Notwithstanding this risk, the remaining risks outlined below are those that the Group believes have the potential to have a significant detrimental impact on its financial performance and future prospects. These risks should not be regarded as a comprehensive list of all the risk and uncertainties the Group may potentially face which could adversely impact its performance.

As part of general corporate governance requirements, Cenkos has a risk framework covering all aspects of its risks. This enables it to identify, assess and manage its key risks. Cenkos' senior management review and evaluate the business processes and associated risks within each area of the firm's business, identifying and assessing the mitigating controls and procedures in place and the action plan to address any weaknesses in control. This framework includes a formal approach to risk event reporting, which involves the identification of an event, assessment of its materiality, analysis of the cause, the establishment of remedial action required and escalation to the Chief Executive Officer, the Group Risk and Compliance Committee and Audit Committee as required, within an overall framework and associated risk appetite that is set by the Board.

 

This framework and associated reporting and stress testing form the basis of the Group's Individual Capital Adequacy Assessment Process (ICAAP) and Individual Liquidity Adequacy Assessment process (ILAA). Cenkos' website shows the Pillar 3 disclosures which the firm is required to make under FSA regulations concerning the Group's capital, risk exposures and risk assessment processes.

 

The risk framework is supported and validated by a dedicated internal audit function which is outsourced to KPMG LLP. A three-year audit programme has been approved by the Audit Committee and is progressing to plan.

 

In addition to the economic risks noted above, the key risk areas that could impact the Group's future performance - and how they are managed - are categorised as follows:

 

-       reputational risk;

-       operational risk, including regulatory risk, people risk and litigation risk;

-       credit risk; and

-       market risk and liquidity risk.

 

Reputational risk
The
Group believes that one of the greatest risks it faces comes from the potential loss of its reputation. Whilst entrepreneurial employees are encouraged to develop new clients and streams of revenue, all new business is subject to a rigorous appraisal process from the New Business Committee to ensure that it meets the Group's strict criteria. The Group also aims to demonstrate the highest level of integrity in all of its activities and the Executive Management Committee as well as Group Compliance instils awareness in all employees of the need to display the highest ethical standards and confidentiality in all the work that they undertake for the Group.

Operational risk
Operational risk
is the risk that the Group suffers a loss directly or indirectly from inadequate or failed internal processes, people, systems, or external events. Group Compliance and senior management closely ensure that the risk framework is working well and that any significant operational risks and their controls are continually reviewed, tested and assessed and, where applicable, corrective action plans are put in place. There is also an ongoing process for identifying, evaluating and managing the significant risks faced by the Group, including fraud. Cenkos' low cost and responsive business model relies on consistent delivery from its key suppliers for its trading systems (primarily Fidessa) and settlements (Pershing). Cenkos maintains regular dialogue and meetings with these vendors and the risk framework ensures there is the necessary oversight of these outsourcing risks. Specific operational risks that are material to the Group's performance are regulatory risk, people risk and litigation risk. These are commented on in more detail below.

Regulatory risk
The
Group's principal subsidiaries are regulated entities. The Board, Executive Management Committee and Group Compliance have established a strong culture of regulatory and legal compliance throughout the Group. Strong relations are maintained with the Group's regulators. There is strict adherence to applicable regulation, focusing particularly on our ongoing obligations and responsibilities as an AIM Nominated Advisor (Nomad) and a UK Listing Authority (UKLA) Sponsor. Cenkos continues to focus heavily on prudential risks to ensure the appropriate systems and controls, reporting, capital and liquidity requirements are in place to meet the ongoing obligations of an FSA regulated (BIPRU Investment) firm.

 

People risk
The
Group's employees are its greatest asset and the future success of the Group depends on Cenkos' ability to attract and retain high quality employees. Failure to recruit or retain such employees could significantly affect the performance of the Group. Cenkos seeks to minimise this risk by creating the right culture and working environment and by rewarding employees through an overall remuneration package that is geared towards performance and share-based payments that align the interests of the employees and shareholders.

 

Litigation risk
There
is always a risk that some form of litigious action may be taken against the Group. Before any decision to enter into litigation is made the Board, senior management and the Group's legal advisers will review all aspects of the case to assess and consider if it is in the best interests of the Group and ultimately the shareholders to either instigate proceedings or defend itself against litigation.

Credit risk

The Group faces limited credit risks in the normal course of business as its market making activities are carried out on a delivery versus payment basis. Hence any counterparty exposure here will manifest itself as either an operational risk (in the form of settlement risk), or a market risk in terms of an underlying exposure to equities.

 

Market risk
The
Group is exposed to market risk arising from its short-term positions in predominantly market making stocks. To mitigate this risk the Group manages market risk by establishing individual stock limits and overall trading book limits. There are daily procedures in place to monitor the utilisation of these limits. These limits are reviewed on a continuous basis by the Chief Executive Officer and also by the Group Risk and Compliance Committee.

Liquidity risk
The
Group is also exposed to liquidity risk being that it is unable to fund its commitments as and when they arise. To mitigate this risk, the Group has in place an appropriate liquidity risk management framework for the management of the Group's short, medium and long-term funding and liquidity management requirements. The Board has oversight and approves the liquidity risk management framework and ILAA at least annually. The Group manages liquidity risk by maintaining adequate reserves and banking facilities, by continuously monitoring forecast and actual cash flows and matching the maturity profiles of financial assets and liabilities. Given the nature of the Group's business, the Group does not run any significant liquidity mismatches, financial liabilities are on the whole short-term and the Group has sufficient cash retained to cover all these liabilities.

 

Changes in Cenkos' risk profile in 2011

In terms of material risks that have changed during the period from 1 January 2011 to the date of signing of this interim report, the economic outlook has been depressed, which may lead to a slowdown in primary and secondary fundraising, impacting Cenkos' revenues in the second half of 2011. Following the announcement on 4 July 2011 concerning the Chief Executive Officer, the Company continues to review its executive structure, as disclosed in note 12.

Directors' responsibility statement

The Directors confirm that this condensed set of financial statements has been prepared in accordance with the IAS 34, "Interim Financial Reporting", as adopted by the European Union.

 

Independent review report to Cenkos Securities plc




 

Introduction

 

We have been engaged by the Company to review the condensed set of financial statements in the half-yearly financial report for the six months ended 30 June 2011which comprises the condensed consolidated income statement, the condensed consolidated statement of comprehensive income, the condensed consolidated statement of financial position, the condensed consolidated cash flow statement, the condensed consolidated statement of changes in equity and the related notes to the condensed consolidated financial statements 1 to 13. We have read the other information contained in the half yearly financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.

 

This report is made solely to the Company in accordance with guidance contained in International Standard on Review Engagements 2410 (UK and Ireland) "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Auditing Practices Board. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company, for our work, for this report, or for the conclusions we have formed.

 

Directors' responsibilities

 

The half-yearly financial report is the responsibility of, and has been approved by, the Directors. The directors are responsible for preparing the half-yearly financial report in accordance with International Accounting Standards 34, "Interim Financial Reporting," as adopted by the European Union.

 

As disclosed in note 1, the annual financial statements of the Company are prepared in accordance with IFRS as adopted by the European Union. The condensed set of financial statements included in this half-yearly financial report have been prepared in accordance with International Accounting Standards 34, "Interim Financial Reporting," as adopted by the European Union.

 

Our responsibility

 

Our responsibility is to express to the Company a conclusion on the condensed set of financial statements in the half-yearly financial report based on our review.

 

Scope of Review

 

We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Auditing Practices Board for use in the United Kingdom. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK and Ireland) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

 

Conclusion

 

Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the half-yearly financial report for the six months ended 30 June 2011 is not prepared, in all material respects, in accordance with International Accounting Standard 34 as adopted by the European Union.

 

Ernst & Young LLP

Registered Auditors

London, United Kingdom

 

28 September 2011

 

 


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