Final Results

RNS Number : 7527Z
React Group PLC
16 March 2017
 

 

This announcement contains information which, prior to its disclosure, was considered inside information for the purposes of Article 7 of Regulation (EU) No 596/2014 (MAR).

 

REACT Group plc

(the "Company or the Group")

 

Final Results

 

REACT Group plc (AIM: REAT), the specialist provider of rapid response deep cleaning and emergency decontamination services, announces its final results for the year ended 30 September 2016.

 

Financial Highlights

 

·     Turnover for the period of £2.4m

·     Cost of sales of £1.4m

·     Pre-tax loss of £0.15m

·     Cash position remains strong with £1.1m

 

Operational Highlights

 

·     Revamped sales team

·     Closure of EPUK

·     Improved marketing and more focused sales force

 

 

 Grahame Rummery, Chief Executive of REACT Group plc, commented: "After a challenging time with the EPUK management, we made the decision to close that side of the business. The core business, REACT Specialist Cleaning, has performed well during this period and we remain positive about its future. We are confident we will have a positive 2017 and look forward to the rest of the year."

 

   For further information, please contact:

 

REACT Group plc

 

Gill Leates - Chairman

07799 662 642

 

 

SPARK Advisory Partners Limited (NOMAD)

 

Neil Baldwin

020 3368 3554

Mark Brady

020 3368 3551

 

 

Whitman Howard Limited (Brokers)

 

Nick Lovering

020 7659 1224

 

 

Walbrook PR Ltd

020 7933 8780

Paul McManus / Anna Dunphy

react@walbrookpr.com

 

 

REACT Group Plc

Chairman's and Chief Executive Statement
For the year ended 30 September 2016

 

This is our first financial year as a Plc since listing on AIM via a reverse takeover in August 2015.

 

It has been a year of challenges, in particular the integration of the acquisitions we made being REACT Environmental Services, React Occupational Hygiene and EPUK.  The first two are now starting to make progress after a number of delays.  However, after struggling with the EPUK management, which failed to deliver on any of its promises or alter its management style, we took the decision to close EPUK.  Although disappointing, it was the correct decision to make due to the significant time REACT's management were spending trying to bring this business to profitability.

 

The core business, REACT Specialist Cleaning, performed reasonably well during this period and has the potential to perform a lot better over time, management are now focused on the underlying growth opportunities and do not have the distractions of EPUK or any further acquisitions.

 

Financial Results

 

The Group's results for the period ended 30 September 2016 are set out in the Consolidated Statement of Comprehensive Income.  It shows turnover for the period was £2.432m, this compares to the shorter period of 24 June 2015 to 30 September 2015, as stated in the previous accounts, of £0.7m.  Cost of sales was £1.4m against £0.3m.  Administrative expenses were £1.2m against £0.3m.  This led to a pre-tax loss of £0.146m for the period on continuing operations, against a pre-tax loss of £1.189m (£0.035m before non-recurring items) for the previous period.  This reflects the costs of two new start-ups and carrying the expenses of being a Plc.  In addition, there is a loss of £141,000 on discontinued operations (EPUK).  Cash remains strong at £1.1m at today's date (at 30 September 2016: £0.931m).

 

Strategy

 

The Group's strategy is now focussed entirely on developing the three businesses we have. We are now seeing more opportunities to grow the businesses organically, and with a revamped sales team, we believe we will see an improved performance during the current year.  

 

Outlook

 

In terms of the current year outlook, now our management no longer have the distraction of EPUK to worry about we are increasing our focus on building relationships with more of the FM companies by improved marketing and more focused and managed sales force. This activity is producing more face to face appointments with more of the decision makers 

 

And using our broader range of services this allows us to be able to quote for larger projects and have a wider audience to present ourselves to and build for the future.

 

We would also like to thank all our employees who have worked and continue to work very hard to make this business move forward for the future.

 

G.M. Leates

Chairman  

16 March 2017

 

 

 

REACT Group Plc

 

Consolidated Statement of Comprehensive Income

For the year ended 30 September 2016

 

               

 

Notes

 

Year Ended

30 September

2016

£'000

Period from 24 June 2015 to

30 September 2015

 

 

 

 

£'000

Continuing Operations

 

 

 

 

Turnover

 

 

2,432

704

Cost of sales

 

 

(1,419)

(346)

 

 

 

───────

───────

Gross profit

 

 

1,013

358

 

 

 

 

 

Administrative expenses

5

 

(1,159)

(393)

 

 

 

───────

───────

Operating Loss

 

 

(146)

(35)

 

 

 

 

 

Non Operating Items

 

 

 

 

Service cost of AIM listing

 

 

-

(754)

Acquisition and admission costs

 

 

-

(400)

 

 

 

───────

───────

Loss before Income tax

5

 

(146)

(1,189)

 

 

 

 

 

Income tax

6

 

(1)

(20)

 

 

 

───────

───────

Loss for the year from continuing operations

 

 

(147)

(1,209)

 

 

 

 

 

Loss for the year from discontinued operations

 

 

(141)

-

 

 

 

───────

───────

Loss for the year/period

 

 

(288)

(1,209)

 

 

 

───────

───────

Other Comprehensive Income

 

 

-

-

 

 

 

 

 

Total comprehensive loss for the year/period and attributable to the owners of the company

 

 

(288)

(1,209)

 

 

 

═══════

═══════

Basic & Diluted loss per share - pence

 

 

 

 

From continuing operations

7

 

0.05p

0.76p

 

 

 

 

 

From discontinuing operations

7

 

0.05p

0.76p

 

 

 

 

REACT Group Plc

 

Consolidated Statement of Financial Position

As at 30 September 2016

 

 

Notes

 

Year Ended

30 September

2016

As at

30 September 2015

 

ASSETS

 

 

£'000

£'000

 

Non-current assets

 

 

 

 

 

Intangibles

9

 

1,444

1,488

 

Property, plant & equipment

10

 

252

161

 

 

 

 

───────

───────

 

 

 

 

1,696

1,649

 

 

 

 

───────

───────

 

Current assets

 

 

 

 

 

Trade and other receivables

13

 

788

764

 

Cash and cash equivalents

14

 

931

1,839

 

 

 

 

───────

───────

 

 

 

 

1,719

2,603

 

 

 

 

───────

───────

 

TOTAL ASSETS

 

 

3,415

4,252

 

 

 

 

═══════

═══════

 

EQUITY

 

 

 

 

 

Shareholders' Equity

 

 

 

 

 

Called up share capital

15

 

689

689

 

Share premium

 

 

4,889

4,889

 

Reverse acquisition reserve

 

 

(5,726)

(5,726)

 

Capital redemption reserve

 

 

3,337

3,337

 

Merger relief reserve

 

 

1,328

1,328

 

Share based payments

 

 

22

-

 

Accumulated deficit

 

 

(1,497)

(1,209)

 

 

 

 

───────

───────

 

Total Equity

 

 

3,042

3,308

 

 

 

 

───────

───────

 

LIABILITIES

 

 

 

 

 

Current liabilities

 

 

 

 

 

Trade and other payables

16

 

352

924

 

 

 

 

 

 

 

Non - current Liabilities

 

 

 

 

 

Deferred tax liability

17

 

21

20

 

 

 

 

───────

───────

 

TOTAL LIABILITIES

 

 

373

944

 

 

 

 

───────

───────

 

 

 

 

 

 

 

TOTAL EQUITY AND LIABILITIES

 

 

3,415

4,252

 

 

 

 

═══════

═══════

 

 

These financial statements were approved and authorised for issue by the Board of Directors on 16 March  2017  and were signed on its behalf by:

 

G  M Leates

Director

Company Registration no. 05454010

                                                                                                                                           

 

 

 

REACT Group Plc

 

Consolidated Statement of Changes in Equity

For the  year  ended 30 September 2016

 

 

Share capital

 

Share

Premium

 

Merger Relief Reserve

 

Capital Redemption Reserve

 

Reverse Acquisition Reserve

 

Share based payments

 

Accumulated deficit

 

Total

equity

 

£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

Balance at 24 June 2015

-

-

-

-

-

-

-

-

 

 

 

 

 

 

 

 

 

Shares issued on asset purchase agreement

1,500

-

-

-

-

-

-

1,500

 

 

 

 

 

 

 

 

 

Reverse acquisition

2,203

3,095

1,328

 

(5,726)

-

-

900

 

 

 

 

 

 

 

 

 

Shares issued

323

1,845

-

-

-

-

-

2,168

 

 

 

 

 

 

 

 

 

Share issue expenses

-

(51)

 

 

 

 

 

(51)

 

 

 

 

 

 

 

 

 

Share buyback

(3,337)

-

-

3,337

-

-

-

-

 

 

 

 

 

 

 

 

 

Loss for the period

-

-

-

-

-

-

(1,209)

(1,209)

 

────

─────

────

───────

──────

─────

──────

───

Balance at 30 September 2015

689

4,889

1,328

3,337

(5,726)

-

(1,209)

3,308

 

════

═════

════

═══════

══════

═════

══════

═══

Share based payment charge

-

-

-

-

-

22

-

22

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss for the year

-

-

-

-

-

-

(288)

(288)

 

────

─────

────

───────

──────

─────

──────

───

Balance at 30 September 2016

689

4,889

1,328

3,337

(5,726)

22

(1,497)

3,042

 

════

═════

════

═══════

══════

═════

══════

═══

 

 

 

 

 

 

 

 

 

Share capital is the amount subscribed for shares at nominal value. Share premium represents amounts subscribed for share capital in excess of nominal value.

 

Merger relief reserve arises from the 100% acquisition of REACT SC Holdings Limited and REACT Specialist Cleaning Limited in August 2015 whereby the excess of the fair value of the issued ordinary share capital issued over the nominal value of these shares is transferred to this reserve in accordance with section 612 of the Companies Act 2006.

 

Accumulated deficit represents the cumulative losses of the group attributable to the owners of the company.

 

Reverse acquisition reserve is the effect on equity of the reverse acquisition of REACT Specialist Cleaning Limited.

 

The capital redemption reserve represents the value of deferred shares cancelled as a result of a share buyback.

REACT Group Plc

 

Consolidated Statement of Cash Flows

For the year ended 30 September 2016

 

 

 

Notes

 

Year Ended

30 September

2016

£'000

Period from 24 June 2015 to

30 September

 2015

 

 

 

 

 

 

 

 

 

 

£'000

Cash flows from operating activities

 

 

 

 

 

 

 

 

 

Cash utilised in operations

1

 

(698)

(205)

 

 

 

──────

──────

Net cash outflow from operating activities

 

 

(698)

(205)

 

 

 

 

 

Cash flows from investing activities

 

 

 

 

Purchases of property, plant and equipment

 

 

(210)

(184)

Acquisition, net of cash acquired

 

 

-

111

 

 

 

──────

──────

Net cash outflow from investing activities

 

 

(210)

(73)

 

 

 

──────

──────

Cash flows from financing activities

 

 

 

 

Share issues

 

 

-

2,117

 

 

 

──────

──────

Net cash inflow from financing activities

 

 

-

2,117

 

 

 

──────

──────

 

 

 

 

 

(Decrease) / increase in cash and equivalents

 

 

(908)

1,839

 

 

 

 

 

Cash and cash equivalents at beginning of period

 

1,839

-

 

 

 

──────

──────

Cash and cash equivalents at end of period

14

 

931

1,839

 

 

 

══════

══════

 

 

 

 

 

 

 

 

 

REACT Group Plc

 

 

Notes to the Consolidated Statement of Cash Flows

For the period ended 30 September 2016

 

 

1.    Reconciliation of loss before income tax to cash outflow from operations

 

 

       

 

Year Ended

30 September

2016

£'000

Period from 24 June 2015 to

30 September

 2015

 

 

£'000

 

 

 

Loss before taxation

(288)

(1,189)

Increase in trade and other receivables

(24)

(730)

(Decrease)/increase in trade and other payables

(572)

924

Depreciation and amortisation charges

163

36

Service cost of AIM listing

-

754

Share based payments charge

22

-

 

──────

──────

Net cash outflow from operations

(698)

(205)

 

══════

══════

 

 

2.    Cash and Cash Equivalents

 

As at

30 September

2016

£'000

As at

30 September

 2015

 

 

                     £'000

 

 

 

Cash and cash equivalents

931

1,839

 

══════

═══════

 

 

 

 

3.    Non-cash transactions

On 17 August 2015 a significant non-cash transaction took place in respect of the reverse acquisition, more information on this has been disclosed within note 12. The group also acquired intangible assets as detailed in note 11 in as a result of the purchase of trade and assets from Autoclenz Limited in respect of an unincorporated division.

 

4     Discontinued activity

 

On 22 December 2016 the company announced plans to close EPUK Limited which was purchased on 26 April 2016. After the acquisition in April, EPUK failed to deliver the level of profitable business or cross-selling to other group customers which REACT had anticipated. Despite efforts to integrate the business into the group, there was no significant improvement, leading to take the decision to close the business.

No potential deferred consideration was paid to EPUK's vendors.

 

 

 

REACT Group Plc

 

Company Statement of Financial Position

As at 30 September 2016

 

 

Notes

 

As at

30 September 2016

As at

30 September 2015

ASSETS

 

 

£'000

£'000

Non-current assets

 

 

 

 

Investments

11

 

1,560

1,560

Property, plant & equipment

10

 

1

1

 

 

 

───────

───────

 

 

 

1,561

1,561

 

 

 

───────

───────

CURRENT ASSETS

 

 

 

 

Trade and other receivables

13

 

628

240

Cash and cash equivalents

14

 

905

1,778

 

 

 

───────

───────

 

 

 

1,533

2,018

 

 

 

───────

───────

TOTAL ASSETS

 

 

3,094

3,579

 

 

 

═══════

═══════

 

 

 

 

 

EQUITY

 

 

 

 

Shareholders' Equity

 

 

 

 

Called up share capital

15

 

689

689

Share premium

 

 

4,889

4,889

Merger relief reserve

 

 

1,328

1,328

Capital redemption reserve

 

 

3,337

3,337

Share based payments

 

 

22

-

Accumulated deficit

 

 

(7,264)

(6,964)

 

 

 

───────

───────

Total Equity

 

 

3,001

3,279

 

 

 

───────

───────

LIABILITIES

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

 

 

 

 

Trade and other payables

16

 

93

300

 

 

 

───────

───────

TOTAL LIABILITITES

 

 

93

300

 

 

 

───────

───────

 

 

 

 

 

TOTAL EQUITY AND LIABILITIES

 

 

3,094

3,579

 

 

 

═══════

═══════

 

These financial statements were approved and authorised for issue by the Board of Directors on 16 March 2017 and were signed on its behalf by:

                                                                                                                                           

 

G  M Leates

Director

 

Company Registration no. 05454010

 

 

 

 

REACT Group Plc

 

 

Company Statement of Changes in Equity

For the year ended 30 September 2016

 

 

Called up

Share capital

Share

Premium

Merger Relief Reserve

Capital Redemption reserve

Share based payments

Accumulated deficit

 

Total

equity

 

£'000

£'000

£'000

£'000

£'000

£'000

£'000

 

 

 

 

 

 

 

 

Balance at 1 October 2014

3,430

2,861

-

-

-

(6,230)

61

 

 

 

 

 

 

 

 

Shares issued for acquisition of REACT SC Holdings Limited

232

-

1,328

-

-

-

1,560

 

 

 

 

 

 

 

 

Conversion of loan notes

41

234

-

-

-

-

275

 

 

 

 

 

 

 

 

Issues of shares during the period

323

1,845

-

-

-

-

2,168

 

 

 

 

 

 

 

 

Share issue expenses

-

(51)

-

-

-

-

(51)

 

 

 

 

 

 

 

 

Share buyback

(3,337)

-

-

3,337

-

-

-

 

 

 

 

 

 

 

 

Loss for the year

-

-

-

-

-

(734)

(734)

 

──────

──────

─────

──────

──────

──────

─────

Balance at 30 September 2015

689

4,889

1,328

3,337

-

(6,964)

3,279

 

══════

══════

═════

══════

══════

══════

═════

Share based payments

-

-

-

-

22

-

22

 

 

 

 

 

 

 

 

Loss for the year

-

-

-

-

-

(300)

(300)

 

──────

──────

─────

──────

──────

──────

─────

Balance at 30 September 2016

689

4,889

1,328

3,337

22

(7,264)

3,001

 

══════

══════

═════

══════

══════

══════

═════

 

 

 

 

 

 

 

 

Share capital is the amount subscribed for shares at nominal value. Share premium represents amounts subscribed for share capital in excess of nominal value.

 

Merger relief reserve arises from the 100% acquisition of REACT SC Holdings Limited and REACT Specialist Cleaning Limited in August 2015 whereby the excess of the fair value of the issued ordinary share capital issued over the nominal value of these shares is transferred to this reserve in accordance with section 612 of the Companies Act 2006.

 

Accumulated deficit represents the cumulative losses of the company attributable to the owners of the company.

 

The capital redemption reserve represents the value of deferred shares cancelled as a result of a share buyback.

 

 

 

 

 

REACT Group Plc

 

Company Statement of Cash Flows

For the year ended 30 September 2016

 

 

 

Notes

 

Year ended

30 September

 2016

Year ended

30 September

 2015

 

 

 

 

 

 

£'000

£'000

Cash flows from operating activities

 

 

 

 

 

 

 

 

 

Cash utilised from operations

1

 

(863)

(526)

 

 

 

───────

───────

Net cash outflow from operating activities

 

 

(863)

(526)

 

 

 

 

 

Cash flows from investing activities

 

 

 

 

Purchase of subsidiary

 

 

(10)

-

 

 

 

───────

───────

Net cash outflow from investing activities

 

 

(10)

-

 

 

 

───────

───────

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

Share issues

 

 

-

2,117

 

 

 

───────

───────

Net cash inflow from financing activities

 

 

-

2,117

 

 

 

───────

───────

 

 

 

 

 

(Decrease)/increase in cash and equivalents

 

 

(873)

1,591

 

 

 

 

 

Cash and cash equivalents at beginning of period

 

 

 

 

1,778

 

187

 

 

 

───────

───────

Cash and cash equivalents at end of period

14

 

905

1,778

 

 

 

═══════

═══════

 

 

 

 

 

 

 

 

 

REACT Group Plc

 

Notes to the Company Statement of Cash Flows

For the year ended 30 September 2016

 

 

1.   Reconciliation of loss before income tax to cash generated from operations

 

 

 

Year ended

30 September

 2016

Year ended

30 September

 2015

 

 

 

£'000

£'000

 

 

 

 

 

 

Operating loss

 

(300)

(734)

 

(Increase)  in trade and other receivables

(388)

(217)

 

(Decrease)/Increase in trade and other payables

(207)

400

 

Interest payable

 

-

25

 

Share based payments

 

22

-

 

Impairment of investment

 

10

 

 

 

 

──────

──────

 

Net cash outflow from operations

 

(863)

(526)

 

 

 

══════

══════

 

 

 

 

2.    Cash and Cash Equivalents

 

 

As at

30 September

 2016

As at

30 September

 2015

 

 

 

£'000

£'000

 

 

 

 

 

 

Cash and cash equivalents

 

905

1,778

 

 

 

══════

══════

 

 

 

 

 

               

 

3.    Non-cash transactions

During the prior period, the company issued £1,560,000 of ordinary shares to acquire a subsidiary and £275,000 of ordinary shares were issued to extinguish convertible loan notes in non-cash transactions. Refer to Notes 12 and 15 for further details.

 

 

 

 

REACT Group Plc

 

Notes to the Financial Statements

For the year ended 30 September 2016

 

 

1.    General Information

       

        Basis of preparation and consolidation

 

REACT Group Plc was readmitted to the AIM - London Stock Exchange on 17 August 2015, a company incorporated and domiciled in England and Wales. Details of the registered office, the officers and advisers to the company are presented on the company information page at the start of this report. The principal activity of the group for the period is that of a specialist cleaning and decontamination service to the public sector. The financial statements are prepared in accordance with International Financial Reporting Standards (IFRS), as adopted by the European Union. 

 

On 17 August 2015, REACT Group Plc acquired the entire share capital of REACT SC Holdings Limited and its subsidiary by way of a share for share exchange. As a result, the former shareholders of REACT SC Holding Limited obtained control of REACT Group Plc.

 

REACT Group Plc was a non-operating entity, and thus did not qualify as a business combination and is therefore outside the scope of IFRS 3 'Business Combinations'. In accordance with guidance given by the International Interpretations Committee, the transaction is accounted for as a share-based payment in accordance with IFRS 2 'share-based payment'.

 

The legal subsidiary, REACT SC Holdings Limited, was treated as the accounting acquirer and the legal Parent Company, REACT Group Plc, was treated as the accounting subsidiary. The difference in the fair value of the shares deemed to have been issued by REACT SC Holdings Limited and the fair value of REACT Group Plc identifiable net assets represents a payment for a service of a stock exchange listing for its shares and has been charged to the Statement of Comprehensive Income.

 

Where the company has control over an investee, it is classified as a subsidiary. The company controls an investee if all three of the following elements are present: power over the investee, exposure to variable returns from the investee, and the ability of the investor to use its power to affect those variable returns. Control is reassessed whenever facts and circumstances indicate that there may be a change in any of these elements of control.

 

The consolidated financial statements present the results of the company and its subsidiaries ('the group') as if they formed a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.

 

The consolidated results for the period ended 30 September 2015 comprise the results of REACT SC Limited and its subsidiary REACT Specialist Cleaning Limited for the period ended 30 September 2015, consolidated with those of REACT Group Plc from 17 August 2015.

 

The assets and liabilities of the legal subsidiary, REACT Specialist Cleaning Limited are recognised and measured in the group financial statements at the pre-combination carrying amounts, without restatement of fair value. The results of the period from 24 June 2015 to 30 September 2015 are those of REACT Specialist Cleaning Limited.

The equity structure appearing in the group financial statements reflects the equity structure of the legal parent, REACT Group plc, including the equity instruments issued in order to effect reverse acquisition accounting.

 

 

 

 

2.    Accounting Policies

       

        Statement of compliance

The consolidated financial statements of REACT Group Plc have been prepared in accordance with International Financial Reporting Standards (IFRSs), International Accounting Standards (IASs) and International Financial Reporting Interpretations Committee (IFRIC) interpretations (collectively 'IFRSs') as adopted for use in the European Union and as issued by the International Accounting Standards Board and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS.

 

        Basis of preparation

The financial statements have been prepared under the historical cost convention.

 

The principal accounting policies are summarised below.  They have all been applied consistently throughout the period under review.

       

        Going concern

        Following its review of the group's financial plans, the board has a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future.

 

        The financial statements do not include the adjustments that would result if the group was unable to continue as a going concern.

 

New and amended standards adopted by the group

 

There are no IFRSs or IFRIC interpretations that are effective for the first time in this financial period that would be expected to have a material impact on the group.

 

 

 

 

REACT Group Plc

 

Notes to the Financial Statements

For the year ended 30 September 2016

 

2.    Accounting Policies (continued)

 

New Standards, amendments and interpretations issued but not effective
 

Reference

Title

Summary

Application date of standard

Application date of Company

IFRS 9

Financial Instruments

Revised standard for accounting for financial instruments

Periods commencing on or after 1 January 2018

1 October 2018

IFRS 10

Consolidated financial statement

Amended by Investment Entities: Applying the Consolidation Exception

Periods commencing on or after 1 January 2016

1 October 2016

IFRS 11

Joint Arrangements

Amended by Accounting for Acquisitions of Interests in Joint Operations

Periods commencing on or after 1 January 2016

1 October 2016

IFRS 12

Disclosure of Interests in Other Entities

Amended by Investment Entities: Applying the Consolidation Exception

Periods commencing on or after 1 January 2016

1 October 2016

IFRS 14

Regulatory deferral accounts

Aims to enhance the comparability of financial reporting by entities subject to rate-regulations

Periods commencing on or after 1 January 2016

1 October 2016

IFRS 15

Revenue from contracts with customers

Specifies how and when to recognise revenue from contracts as well as requiring more informative and relevant disclosures

Periods commencing on or after 1 January 2018

1 October 2018

IFRS 16

Lease

IFRS 16 Leases published

Periods commencing on or after 1 January 2019

1 October 2019

IAS 16

Property, Plant and Equipment

Amended standard for accounting treatment for property, plant and equipment

Periods commencing on or after 1 January 2016

1 October 2016

IAS 27

Separate financial statement

Amended by Equity Method in Separate Financial Statements (Amendments to IAS 27)

Periods commencing on or after 1 January 2016

1 October 2016

IAS 28

Investments in Associates and Joint Ventures

Amended by Investment Entities: Applying the Consolidation Exception

Periods commencing on or after 1 January 2016

1 October 2016

 

        The Directors anticipate that the adoption of these Standards and Interpretations in future periods will have no material impact on the financial statements of the group. The group does not intend to apply any of these pronouncements early.

 

 

REACT Group Plc

 

Notes to the Financial Statements

For the year ended 30 September 2016

 

2.    Accounting Policies (continued…)

 

Merger relief reserve

The reserve represents a premium on the issue of the ordinary shares for the acquisition of subsidiary undertakings. The relief is only available to the issuing company securing at least a 90% equity holding in the acquired undertaking in pursuance of an arrangement providing for the allotment of equity shares in the issuing company on terms that the consideration for the shares allotted is to be provided by the issue of equity shares in the other company.

 

Revenue recognition

Revenue is measured at the fair value of the consideration received or receivable, and represents amounts receivable for goods supplied, stated net of discounts, returns and value added taxes. The group recognises revenue when the amount of revenue can be reliably measured; when it is probable that future economic benefits will flow to the entity; and when specific criteria have been met for each of the group's activities, as described below. The group bases its estimate of return on historical results, taking into consideration the type of customer, the type of transaction and

the specifics of each arrangement.

 

Rendering of services

The group provides extreme cleaning services. For rendering of services, revenue is recognised in the accounting period in which the services are rendered, by reference to stage of completion of the specific transaction and assessed on the basis of the actual service provided as a proportion of the total services to be provided.

 

 

        Taxation

        Income tax expense represents the sum of the tax currently payable and deferred tax.

 

(i)   Current tax

                Current taxes are based on the results shown in the financial statements and are calculated according to local tax rules using tax rates enacted or substantially enacted by the statement of financial position date.

 

                Income tax is recognised in the income statement or in equity if it relates to items that are recognised in the same or a different period, directly in equity.

 

                Current tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities.

 

 

(ii)  Deferred tax

                Deferred tax is provided, using the liability method, on temporary differences at the statement of financial position date between the tax base of assets and liabilities and their carrying amounts for financial reporting purposes.

 

                Deferred tax liabilities are recognised for all taxable temporary differences.

 

                Deferred tax assets are recognised for all deductible temporary differences, carry forward of unused tax assets and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differenced, and the carrying forward or unused tax assets and unused tax losses can be utilised.

 

                The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax assets to be utilised.  Conversely, previously unrecognised deferred tax assets are recognised to the extent that it is probable that sufficient taxable profit that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised.

 

                Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled, based on the tax rates and tax laws that have been enacted or substantively enacted at the balance sheet date.

 

       

REACT Group Plc

 

Notes to the Financial Statements

For the year ended 30 September 2016

 

2.    Accounting Policies (continued…)

 

        Investments

        Investments in subsidiaries are held at cost less any impairment.

 

        Financial instruments

        Financial assets and financial liabilities are recognised when the group becomes a party to the contractual provisions of the instrument.

 

        Trade and other receivables

        Trade and other receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market.  Subsequent to the initial recognition, trade and receivables are measured at amortised cost less impairment losses for bad and doubtful debts, except where the receivables are interest-free loans made to related parties without any fixed repayment terms or the effect of discounting would be immaterial.  In such cases, the receivables are stated at cost less impairment losses for bad and doubtful debts.

 

        Impairment losses for bad and doubtful debts are measured as the difference between the carrying amount of financial asset and the estimated future cash flows, discounted where the effect of discounting is material.

               

Cash and cash equivalents

        Cash and cash equivalents comprised of cash at bank and in hand.

 

Fair values

The carrying amounts of the financial assets and liabilities such as cash and cash equivalents, receivables and payables of the company at the statement of financial position date approximated their fair values, due to relatively short term nature of these financial instruments

 

        Trade and other payables

        Trade and other payables are initially recognised at fair value and thereafter stated in amortised cost, except where the payables are interest free loans made by related parties without any fixed repayment terms or the effect of discounting would be immaterial, in which case they are stated at cost.

 

 

REACT Group Plc

 

 

Notes to the Financial Statements

For the year ended 30 September 2016

 

2.    Accounting Policies (continued…)

 

 

Impairment of non-financial assets

At each statement of financial position date, the group reviews the carrying amounts of its investments 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). Where the asset does not generate cash flows that are independent from other assets, the group estimates the recoverable amount of the cash-generating unit to which the asset belongs. An intangible asset with an indefinite useful life is tested for impairment annually and whenever there is an indication that the asset may be impaired.

 

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.  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, unless the relevant asset is carried at a re-valued amount, in which case the impairment loss is treated as a revaluation decrease.

 

Where an impairment loss subsequently reverses, the carrying amount of the asset (cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (cash-generating unit) in prior periods. A reversal of an impairment loss is recognised as income immediately, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

 

        Capital management

        Capital is made up of stated capital, premium and retained earnings.  The objective of the group's capital management is to ensure that it maintains strong credit ratings and capital ratios. This will ensure that the business is correctly supported and shareholder value is maximised.

 

        The group manages its capital structure through adjustments that are dependent on economic conditions.  In order to maintain or adjust the capital structure, the company may choose to change or amend dividend payments to shareholders or issue new share capital to shareholders.  There were no changes to the objectives, policies or processes during the year ended 30 September 2016.

 

        Equity instruments

        Equity instruments issued by the company are recorded at the proceeds received. Incremental costs directly attributable to the issuance of new ordinary shares are deducted against share capital.

 

 

 

REACT Group Plc

 

Notes to the Financial Statements

For the year ended 30 September 2016

 

2.    Accounting Policies (continued…)

 

Share-based compensation

The fair value of the employee and suppliers services received in exchange for the grant of the options is recognised as an expense. The total amount to be expensed over the vesting period is determined by reference to the fair value of the options granted, excluding the impact of any non-market vesting conditions (for example, profitability and sales growth targets). Non-market vesting conditions are included in assumptions about the number of options that are expected to vest. At each statement of financial position date, the entity revises its estimates of the number of options that are expected to vest. It recognises the impact of the revision to original estimates, if any, in the income statement, with a corresponding adjustment to equity.

 

The proceeds received net of any directly attributable transaction costs are credited to share capital (nominal value) and share premium when the options are exercised.

 

The fair value of share-based payments recognised in the income statement is measured by use of the Black Scholes model, which takes into account conditions attached to the vesting and exercise of the equity instruments. The expected life used in the model is adjusted; based on management's best estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations. The share price volatility percentage factor used in the calculation is based on management's best estimate of future share price behaviour and is selected based on past experience, future expectations and benchmarked against peer companies in the industry.

 

Property, plant and equipment

Property, plant and equipment are stated at historical cost less subsequent accumulated depreciation and accumulated impairment losses, if any. Historical cost includes expenditure that is directly attributable to the acquisition of the items.

 

Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the group and the cost of the item can be measured reliably. All other repairs and maintenance are charged to profit or loss during the financial period in which they are incurred.

 

Depreciation on property, plant and equipment is calculated using the straight-line method to write off their cost over their estimated useful lives at the following annual rates:

 

        Computer equipment                                           30%

        Motor Vehicles                                                         50%

        Plant and Machinery                                              50%

 

Useful lives and depreciation method are reviewed and adjusted if appropriate, at the end of each reporting period.

 

An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use of the asset.  Any gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the relevant asset, and is recognised in profit or loss in the period in which the asset is derecognised. 

 

 

REACT Group Plc

 

Notes to the Financial Statements

For the year ended 30 September 2016

 

2.    Accounting Policies (continued…)

 

Intangibles

Purchased goodwill represents the excess of the cost of acquisition over the company's interest in the fair value of the identifiable assets and liabilities of a business acquired at the date of acquisition.

 

Purchased goodwill is recognized as an asset, reviewed for impairment at least annually and carried at cost less accumulated impairment losses. Any impairment is recognised immediately in profit or loss and is not subsequently reversed. Purchased goodwill is deemed to have an indefinite useful life due to the expectation of the acquired business to operate in perpetuity, so is not amortised.

 

Customer list represents the value placed on the retained customer list at the acquisition date. The value recognises that customers, although contracted to the company are not under an obligation to use the company services.

 

The customer list will be amortised over a period of 5 years. An impairment review will be conducted each year and will look at significant changes in the turnover received from major customers.

 

Critical accounting judgments and key sources of estimation uncertainty

The preparation of the financial statements requires management to make estimates and assumptions concerning the future that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

 

The resulting accounting estimates will, by definition, differ from the related actual results.

 

·     Share based payments

The fair value of share based payments recognised in the income statement is measured by use of the Black Scholes model, which takes into account conditions attached to the vesting and exercise of the equity instruments. The expected life used in the model is adjusted; based on management's best estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations. The share price volatility percentage factor used in the calculation is based on management's best estimate of future share price behaviour and is selected based on past experience, future expectations and benchmarked against peer companies in the industry.

 

·     Amortisation

Management have estimated that the useful life of the fair value of the customer lists acquired on the acquisition to be 5 years. Although customers generally are on rolling annual contracts or projects management believe that a useful life of 5 years is a fairer representation based on the historical trading of the REACT division with its customers. The estimate will be reviewed annually and revised if the useful life is deemed to be lower or higher than 5 years based on the customer trading of existing clients of REACT division

 

·     Customer list valuation

Management undertook a fair value exercise on the business combination when the REACT division was purchased from Autoclenz Limited. Management identified that the customer list of the REACT business should be recognised separately and a fair value of £220,000 was determined. When assigning a fair value to the customer list management made significant judgements and at the time of the fair value exercise it is noted that alternative judgements could have been made leading to a differing fair value of the customer list.

 

REACT Group Plc

 

Notes to the Financial Statements

For the year ended 30 September 2016

 

3.    Segmental Reporting

In the opinion of the directors, the group has one class of business, being that of specialist cleaning and decontamination services. The group's primary reporting format is determined by the geographical segment according to the location of its establishments. There is currently only one geographic reporting segment, which is the UK. All costs are derived from the single segment.

 

4.    Employees and Directors

Staff costs (including directors):

 

Year ended

30 September

 2016

Period from 24 June 2015 to 30 September 2015

 

£'000

£'000

Wages and salaries           

315

272

Directors Fees

76

11

Social security costs

6

29

Pension contributions

122

2

 

──────

──────

 

519

314

 

══════

══════

Staff costs within cost of sales

315

190

Staff costs within administrative expenses Note 5

204

124

 

──────

──────

 

519

314

 

══════

══════

 

 

 

Number of staff (including directors):

Year ended

30 September

 2016

Period from 24 June 2015 to 30 September 2015

 

No.

No.

The average monthly number of employees during the period was as follows:

Directors

4

3

Operators and administration staff

32

25

 

──────

──────

 

36

28

 

══════

══════

 

 

 

Directors' emoluments:

 

 

Year ended

30 September

 2016

Period from 24 June 2015 to 30 September 2015

 

£'000

£'000

Directors' remuneration

108

17

 

──────

──────

Total emoluments

108

17

 

══════

══════

 

 

 

REACT Group Plc

 

Notes to the Financial Statements

For the year ended 30 September 2016

 

 

4.    Employees and Directors (continued)

 

Details of emoluments received by Directors of the group for the period to 30 September 2016 were as follows:

 

 

Salaries

Fees

Total

 

£'000

£'000

£'000

G Leates

30

-

30

S Foster

2

8

10

G Rummery

-

30

30

S Woolley

-

8

8

M Collingbourne

-

30

30

Total

32

76

108

 

5.    Expenses - analysis by nature

 

 

Year ended

30 September

 2016

Period from 24 June 2015 to 30 September 2015

 

 

£'000

£'000

 

 

 

 

 

Staff costs          Note 4

519

124

 

Auditor remuneration - audit fees (company only £15,000)

38

20

 

Auditor remuneration - non audit fees

-

1

 

Depreciation on property, plant and equipment (£16,000 with cost of sales)

103

8

 

Travel expenses

84

22

 

Consultancy

-

14

 

Legal and professional

97

103

 

Motor running expenses

63

14

 

Advertising

51

3

 

Insurance

71

9

 

Other expenses

67

75

 

 

──────

──────

 

Administrative expenses

1,093

393

 

Service cost of AIM Listing

-

754

 

Amortisation of intangible assets

44

-

 

Acquisition and admission costs

-

400

 

Share based payments

22

-

 

 

──────

──────

 

Total administrative expenses and one-off items

1,159

1,547

 

 

 

 

══════

══════

 

        Admission costs relate to the admission to AIM in June 2015 and included costs relating to the reverse acquisition.

 

        Included within the prior period admission expenses are one-off non-audit fees of £45,000 in relation to the admission to trading on AIM.

 

 

 

 

REACT Group Plc

 

Notes to the Financial Statements

For the year ended 30 September 2016

 

6.    Income Tax

               

Year ended

30 September

 2016

Period from 24 June 2015 to 30 September 2015

 

£'000

£'000

Corporation tax charge

-

-

Deferred tax charge              Note 17

1

20

 

──────

──────

Total taxation

1

20

 

══════

══════

 

        Analysis of tax expense:

 

 

 

 

 

 

 

Loss on ordinary activities before income tax

(288)

(1,189)

 

 

 

 

═══════

═══════

 

 

 

Loss on ordinary activities multiplied by the standard rate of corporation tax in UK of 20%

 

(58)

 

(238)

 

 

 

 

 

 

 

 

 

Effects of:

 

 

 

 

 

Depreciation and amortisation not deductible for tax

40

5

 

 

 

Expenses not deductible for tax purposes

-

234

 

 

 

Capital allowances

-

(22)

 

 

 

Increase in net losses carried forward

18

21

 

 

 

 

──────

──────

 

 

 

Corporation tax charge

-

-

 

 

 

 

══════

══════

 

 

 

 

 

 

 

 

         

 

 

7.    Loss per Share

 

        Basic loss per share is calculated by dividing the earnings attributable shareholders by the weighted average number of ordinary shares outstanding during the period.

 

        Reconciliations are set out below:

 

Loss

£'000

Weighted average

Number of shares

Loss per-share Pence

 

Basic and diluted EPS

 

 

 

Loss attributable to ordinary shareholders:

 

 

 

Continuing operations

(147)

275,407,753

0.05

Discontinued operations

(141)

275,407,753

0.05

 

══════

════════

══════

 

 

 

 

        Basic and diluted earnings per share are the same, since where a loss is incurred the effect of outstanding share options and warrants is considered anti-dilutive and is ignored for the purpose of the loss per share calculation. As at 30 September 2016 there were 2,580,000 outstanding share warrants and 16,524,464 options which are potentially dilutive.

 

 

REACT Group Plc

 

 

Notes to the Financial Statements

For the year ended 30 September 2016

 

8.    Company's result for the period

The company has elected to take the exemption under section 408 of the Companies Act 2006 not to present the parent company income statement account. The result for the parent company for the period was a loss of £300,000 (2015: loss of £734,000).

 

9.    Intangible assets

 

Group

 

 

Goodwill

Purchased goodwill

Customer

List

acquired

Total

 

 

£'000

£'000

£'000

£'000

 

Cost

 

 

 

 

 

At 24 June 2015

 

-

-

-

 

Acquisitions through business combinations

 

1,280

220

1,500

 

Acquisition

25

 

 

25

 

 

───────

───────

───────

───────

 

At 30 September 2015 & 2016

25

1,280

220

1,525

 

 

═══════

═══════

═══════

═══════

 

 

 

 

Accumulated Amortisation and impairment

 

 

 

As at 14 May 2015

-

-

-

-

 

Amortisation charge for the period

-

-

12

12

 

 

_____

_____

________

________

 

As at 30 September 2015

-

-

12

12

 

 

               

               

               

               

 

Amortisation charge for the year

-

-

44

44

 

Impairment

25

 

 

25

 

 

_____

_____

________

________

 

As at 30 September 2016

25

 

56

81

 

 

               

               

               

               

 

Carrying amount

 

 

 

 

 

As at 30 September 2015

-

1,280

208

1,488

 

 

             

               

               

               

 

As at 30 September 2016

-

1,280

164

1,444

 

 

               

               

               

               

                       

The purchased goodwill relates to intangible assets that do not qualify for separate recognition on the acquisition of the REACT specialist cleaning services business, an unincorporated division of Autoclenz Limited.

 

The group assesses at each reporting date whether there is an indication that an asset may be impaired, by considering the net present value of discounted cash flow forecasts. Purchased goodwill has been allocated for impairment testing purposes to the individual businesses acquired which are also the cash‐generating units ("CGU") identified. The recoverable amount of a CGU is determined based on value in use calculations using cash flow projections based on financial budgets approved by the Directors covering a two year period. The projections are based on the assumption that the company can realise projected sales. A prudent approach has been applied with no residual value being factored into these calculations. If the projected sales do not materialise there is a risk that the total value of the intangible assets shown above would be impaired.

 

A pre-tax discount rate of 16.67% per annum will be applied to the cashflow projections after taking into consideration the groups cost of borrowings, the expected rate of return and various risks relating to the CGU.

Goodwill is assessed annually for impairment. At the yearend based on these assumptions there is no indication of impairment of the value of goodwill.

 

 

 

 

 

REACT Group Plc

 

 

Notes to the Financial Statements

For the year ended 30 September 2016

 

9.    Intangible assets (continued)

 

Purchased goodwill

On 24 June 2015 the company entered in to an Asset Purchase Agreement with Autoclenz Limited pursuant to which the company agreed to acquire the business and fixed assets of the REACT Specialist Cleaning Services Division from Autoclenz Limited for total consideration of £1,650,735. The company settled £1,500,000 of the consideration by the allotment of 1,499,999 ordinary shares of £1 each in its capital to Autoclenz Limited. The balance of £150,735 was settled in cash and has been allocated to the fair value of tangible fixed assets acquired. £220,000 of the consideration has been allocated to the fair value of customer lists acquired with a resulting goodwill of £1,280,000 for intangible assets that do not qualify for separate recognition. The goodwill includes customer loyalty, staff know how, reputation and relationships with contractors and suppliers.

 

Details of the price and consideration are as set out below:

 

 

 

£'000

 

1,500,000 ordinary shares of £1.00

 

1,500

 Cash for additional tangible assets

150

 

 

 

─────

 

 

1,650

 

 

─────

Details of the fair value of identifiable assets and liabilities acquired and goodwill as at 24 June 2015 are as follows:

 

 

 

 

Book Value

Adjustment

Fair value

 

£'000

£'000

£'000

 

 

 

 

Intangible fixed assets

-

220

220

Tangible fixed assets

150

-

150

Trade and other receivables

-

-

-

Cash

-

-

-

Trade and other payables

-

-

-

 

─────

─────

─────

Total net assets

150

220

370

Goodwill

 

 

1,280

 

 

 

─────

 

 

 

1,650

 

 

 

─────

 

Please refer to note 24 for information on the acquisition of EPUK.

 

 

 

 

 

 

REACT Group Plc

 

Notes to the Financial Statements

For the year ended 30 September 2016

10.  Property, plant and equipment

 

Group

Vehicles

Plant and machinery

Total

 

£'000

£'000

£'000

Cost

 

 

 

At 24 June 2015

-

-

-

On acquisition

 

3

3

Additions

171

13

184

 

───────

───────

───────

At 30 September 2015

171

16

187

Additions

136

74

210

 

───────

───────

───────

At 30 September2016

307

90

397

 

═══════

═══════

═══════

Depreciation

 

 

 

At 24 June 2015

-

-

-

On acquisition

 

2

2

Depreciation charge for the period

23

1

24

 

───────

───────

───────

At 30 September 2015

23

3

26

Depreciation charge for the period

100

19

119

 

───────

───────

───────

At 30 September 2016

123

22

145

 

═══════

═══════

═══════

Carrying amount

 

 

 

At 30 September 2016

184

68

252

At 30 September 2015

148

13

161

 

═══════

═══════

═══════

 

 

 

 

Company

 

Fixtures, fittings & equipment

Total

 

 

£'000

£'000

Cost

 

 

 

At 30 September 2014 & 2015 & 2016

3

3

 

 

═══════

═══════

Depreciation

 

 

 

At 30 September 2014

 

2

2

 

 

═══════

═══════

Depreciation charge for the period

 

-

-

 

 

───────

───────

At 30 September 2015

 

2

2

 

 

═══════

═══════

Depreciation charge for the period

 

-

-

At 30 September 2016

 

-

-

 

 

═══════

═══════

Carrying amount

 

 

 

At 30 September 2016

 

1

1

At 30 September 2015

 

1

1

At 30 September 2014

 

1

1

 

 

═══════

═══════

 

 

REACT Group Plc

 

Notes to the Financial Statements

For the year ended 30 September 2016

 

11.  Investment in subsidiary undertakings                                                                                                                                                                                                                                                                                                                        

Company

 

 

 

 

 

       £'000

Cost

 

 

At 1 October 2014

 

-

Additions

 

1,560

 

 

───────

At 30 September 2015

 

1,560

 

 

 

Additions

 

10

 

 

 

At 30 September 2016

 

1,570

 

 

    ═══════

Impairment

 

 

At 1 October 2014

 

-

Impairment charge for the period

 

-

 

 

───────

At 30 September  2015

 

-

 

 

-

Impairment charge for the period

 

10

 

 

───────

 

 

10

At 30 September 2016

 

═══════

 

 

 

 

 

 

Carrying amount

 

 

At 30 September 2016

 

1,560

At 30 September 2015

 

1,560

 

 

    ═══════

 

As at 30 September 2016, the company held the following subsidiaries:

 

Name of company

Principal

activities

Country of incorporation

and place of business

Proportion of

equity interest of ordinary shares

 

 

 

 

REACT SC Holdings Limited

 

Holding company

United Kingdom

100%

REACT Specialist Cleaning Limited (held indirectly by  REACT SC Holdings Limited)

 

Specialist cleaning & decontamination services to the public sector

United Kingdom

100%

REACT Occupational Health Services Limited

Remediation activities and other waste management services

United Kingdom

100%

REACT Environmental Services Limited

Treatment and disposal of non-hazardous waste

United Kingdom

100%

EPUK Limited

Specialised cleaning services

United Kingdom

100%

 

 

 

 

 

REACT Group Plc

 

Notes to the Financial Statements

For the year ended 30 September 2016

 

 

12.  Reverse acquisition accounting

               

Reverse acquisition of REACT SC Holdings Limited and its subsidiary REACT Specialist Cleaning Limited

 

On 17 August 2015, the parent company REACT Group Plc acquired the entire share capital of REACT SC Holdings Limited and its subsidiary REACT Specialist Cleaning Limited by way of a share for share exchange.

 

On 17 August 2015, REACT Group Plc issued 92,857,142 shares for each of the £0.50 shares of REACT SC Holdings Limited. All of the REACT SC Holdings Limited shareholders exchanged their shares for shares in REACT Group Plc. The 92,857,142 shares issued were issued at £0.0168 giving an investment of £1,560,000.

 

The legal subsidiary, REACT SC Holdings Limited, was treated as the accounting acquirer and the legal parent company, REACT Group Plc, was treated as the accounting subsidiary. The difference in fair value of the shares deemed to have been issued by REACT SC Limited and the fair value of REACT Group Plc identifiable net assets represents a payment for a service of a stock exchange listing for its shares has been charge to the Statement of Comprehensive Income as a share-based payment of £754,030.

 

The reverse acquisition reserve represents the balance that arose from the reverse takeover acquisition on 17 August 2015. The balance of £5,726,310 is made up as follows:

 

Account

£'000

 

 

REACT SC Holdings Limited share capital

125

REACT Specialist Cleaning Limited share capital

1,500

Accumulated loss of REACT Group Plc up to 17 August 2015

(6,420)

Investment

(1,560)

REACT SC Holdings Limited investment

(125)

Deemed share-based payment

754

 

─────

Reverse acquisition reserve

(5,726)

 

═════

 

       

REACT Group Plc

 

Notes to the Financial Statements

For the year ended 30 September 2016

 

 

13.  Trade and other Receivables

 

Current

 

 

 

 

Group

Group

Company

Company

 

2016

2015

2016

2015

 

£'000

£'000

£'000

£'000

 

 

 

 

 

Trade receivables

513

572

-

-

Amounts owed by group undertakings

-

-

618

160

Unpaid share capital

-

29

-

29

Other receivables

143

8

7

48

Prepayments and accrued income

132

155

3

3

 

─────

─────

──────

──────

 

788

764

628

240

 

═════

═════

══════

══════

           

 

 

14.  Cash and Cash Equivalents

 

Group

Group

Company

Company

 

2016

2015

2016

2015

 

£'000

£'000

£'000

£'000

 

 

 

 

 

Cash and bank balances

931

1,839

905

1,778

 

══════

══════

══════

══════

 

 

 

 

 

 

 

REACT Group Plc

 

Notes to the Financial Statements

For the year ended 30 September 2016

 

15.  Called Up Share Capital

 

 

2016

2015

 

£'000

£'000

Issued share capital comprises:

 

 

Ordinary shares of 0.25p - 275,407,753

689

689

 

──────

──────

 

689

689

 

══════

══════

 

        The ordinary shares are non-redeemable and provide holders with one vote per share on a vote at a company meeting. They also provide one equal right per share in any ordinary dividend declared and one equal right per share in the distribution of any surplus due to the ordinary shareholders on a winding up.

 

REACT Group Plc

 

Notes to the Financial Statements

For the year ended 30 September 2016

 

16.      Trade and other payables

 

 

 

 

Current:

 

 

 

 

 

Group

Group

Company

Company

 

 

2016

2015

2016

2015

 

 

£'000

£'000

£'000

£'000

 

 

 

 

 

 

Trade payables

 

131

314

-

3

-     Accrued expenses

 

142

399

93

297

-     Other payables

 

-

179

-

-

Social security and other taxes

79

32

-

-

-    

 

───────

───────

──────

───────

 

 

352

924

93

300

 

 

 

───────

───────

──────

───────

             

               

17   Deferred Tax

 

Deferred tax is provided, using the liability method, on temporary differences at the statement of financial position date between the tax base of assets and liabilities and their carrying amounts for financial reporting purposes.

 

Deferred tax is calculated in full on temporary differences under the liability method using a tax rate of 20%, the movement on the deferred tax liability is as shown below:

 

Group

2016

2015

 

 

£'000

£'000

 

 

 

 

 

At start of period

20

-

 

Deferred tax on capital allowance timing difference

1

20

 

 

──────

──────

 

At 30 September

21

20

 

 

══════

══════

 

 

Deferred tax assets have not been recognised in respect of all tax losses and other temporary differences giving rise to deferred tax assets as the directors believe it is uncertain that these assets will not be recovered.

 

 

REACT Group Plc

 

Notes to the Financial Statements

For the year ended 30 September 2016

 

18.  Related Party Disclosures

 

        Group

 

        During the period to 30 September 2016 the group was charged £7,778 (2015: £2,500) by Iridian Consulting Services Limited for director services provided by S Foster. At the period end, the group owed £nil (2015: £1,667) to Iridian Consulting Services Limited, a company controlled by S Foster.

 

        During the period to 30 September 2016 the group was charged £30,000 (2015: £5,000) by Morrison Kingsley Consultants Limited for director services provided by M Collingbourne. At the period end, the group owed £2,500 (2015: £2,500 to Morrison Kingsley Consultant Limited, a company controlled by M Collingbourne.

 

        During the period to 30 September 2016 the group was charged £30,000 (2015: £3,654 by Autoclenz Limited for director services provided by G Rummery.

 

        During the period to 30 September 2016 the group was charged £8,333.36 (2015: £nil)  by RSW advisory services LLP for director services provided by S Woolley.

 

        Included within acquisition and admission costs for the period is £nil (2015: £120,753 invoice by Autoclenz Limited in respect of recharge of their acquisition and admission costs to be borne by the group. At the period end, the group owed £ nil (2015: £123,000 to Autoclenz Limited, a company in which G Rummery is also a director.

 

        Company only

 

        During the period to 30 September 2016 the group was charged £7,778 (2015: £20,000) by Iridian Consulting Services Limited for director services provided by S Foster. At the period end, the group owed £nil (2015: £1,667) to Iridian Consulting Services Limited, a company controlled by S Foster.

 

        During the period to 30 September 2016 the group was charged £30,000 (2015: £5,000) by Morrison Kingsley Consultants Limited for director services provided by M Collingbourne. At the period end, the group owed £2,500 (2015: £2,500 to Morrison Kingsley Consultant Limited, a company controlled by M Collingbourne.

 

        During the period to 30 September 2016 the group was charged £30,000 (2015: £3,654) by Autoclenz Limited for director services provided by G Rummery.

 

        During the period to 30 September 2016 the company was charged £8,333.36 (2015: £nil)  by RSW advisory services LLP for director services provided by S Woolley.

 

During the year to 30 September 2015 the company was charged £nil (2015: £18,667 by Reyco Limited for director services and consultancy fees provided by A Reynolds, respectively.

 

 

19.  Ultimate Controlling Party

 

        No one shareholder has control of the company.

 

REACT Group Plc

 

Notes to the Financial Statements

For the  year ended 30 September 2016

 

 

20.  Warrants

 

On 14 August 2015 the company cancelled the existing warrants which had been issued to GM Leates and on 17 August 2015 the company issued warrants to GM Leates to subscribe for 2,380,000 new ordinary shares in the company exercisable at a price of 1.68p per £0.0025 ordinary share, exercisable after 12 months. The warrants have a 10 year exercise period ending on 17 August 2025, and lapse in the event that GM Leates ceases to be Chairman of the company.

 

On 17 August 2015, the existing warrants in issue were consolidated in the ratio of 25:1 as part of the share reorganisation.

 

No warrants were exercised in the period.

 

Movements in the number of share warrants outstanding and their related weighted average exercise prices are as follows:

 

  

 

Number of warrants 2016

No. 

Weighted average remaining contractual life

 

Average exercise price

2016

£

 

 

 

 

 

Outstanding at 30 September 2015

2,580,000

9.28

0.1938

-    

 

───────

───────

───────

Outstanding at 30 September 2016

2,580,000

8.28

0.1938

Exerciseable at 30 September 2016

200,000

0.75

0.0200

 

 

 

───────

───────

───────

           

               

The fair value of the share warrants issued in the current period on 17 August 2015 with an exercise price of 1.68p is £0.00 and was derived using the Black Scholes model. The following assumptions were used in the calculations:

      

Share price at grant date

1.68p

Risk-free rate

1.00%

Volatility

50%

Expected life

3.5 years

 

Expected volatility is based on a conservative estimate for the company. The expected life used in the model has been adjusted, based on management's best estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations.

 

£11,875 (2015: £nil)  has been recognised during the period for the share based payments over the vesting period.

 

21 Options

 

                The company had introduced a share option programme to grant share options as an incentive for employees.

 

Each share option converts into one ordinary share of the company on exercise.  No amounts are paid or payable by the recipient on receipt of the option and the company has no legal obligation to repurchase or settle the options in cash.  The options carry neither rights to dividends nor voting rights prior to the date on which the options are exercised.  Options may be exercised at any time from the date of vesting to the date of expiry.

 

Movements in the number of share options outstanding and their related weighted average exercise prices are as follows:

 

 

 

 

 

   Number of options 

Average exercise price

 

2016

2015

2016

2015

 

No.

No.

£

£

Outstanding at the beginning of the period

-

-

-

-

-     Granted during the year

16,524,564

-

0.0168

-

-     Forfeited/cancelled during the year

-

-

-

-

-    

──────

──────

──────

──────

Outstanding at the end of the period

16,524,564

-

0.0168

-

 

──────

──────

──────

──────

               

The Option shall vest in full and be capable of exercise (subject to clause 3.1 above) upon the average mid-market closing price per ordinary share of 0.25p each in the capital of the Company (as derived from the AIM Appendix of the Daily Official List and as certified in writing by the Company's stockbrokers) exceeding 2.5p for 30 consecutive business days. 

 

 

£10,209 (2015: £nil) has been recognised during the period for the share based payments over the vesting period.

 

 

 

 

 

 

REACT Group Plc

 

Notes to the Financial Statements

For the year ended 30 September 2016

 

22.  Financial Risk Management Objectives and Policies

 

        The group's financial instruments comprise cash balances and receivables and payables that arise directly from its operations.

 

        The main risks the group faces are liquidity risk, capital risk and foreign currency risk.

 

        The board regularly reviews and agrees policies for managing each of these risks.  The group's policies for managing these risks are summarised below and have been applied throughout the period.  The numerical disclosures exclude short-term debtors and their carrying amount is considered to be a reasonable approximation of their fair value.

 

        Interest risk

        The group is not exposed to significant interest rate risk as it has limited interest bearing liabilities at the period end.

 

        Credit risk

        The group is exposed to credit risk as services are invoiced on completion. This risk is mitigated as most large customers have been customers for several years and have exemplary credit ratings. The board also ensure robust procedures are in place to ensure all services are invoiced promptly and all payments received in a timely manner.

 

        Liquidity risk

        Liquidity risk is the risk that group will encounter difficulty in meeting the obligations associated with financial liabilities.

 

        The responsibility for liquidity risks management rest with the Board of Directors, which has established appropriate liquidity risk management framework for the management of the group's short term and long-term funding risks management requirements.

 

        During the period under review, the group has not utilised any borrowing facilities. The group manages liquidity risks by maintaining adequate reserves and reserve borrowing facilities by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities.

 

Capital risk

The group's objectives when managing capital are to safeguard the ability to continue as a going concern in order to provide returns for shareholders and benefits to other stakeholders and to maintain an optimal capital structure to reduce the cost of capital.

 

 

23.  Post Balance Sheet Events

 

        Simon Woolley, a non-executive director has tendered his resignation and will leave the board on 25 April 2017

 

24. Discontinued Operations

 

On 26 April 2016, the company acquired 100% of EPUK, a company specialised in cleaning services. The initial consideration for the acquisition was £10,000 and there was a contingent deferred consideration of up to £150,000 which was dependent on liabilities acquired. The deferred consideration was ascribed a nil value at acquisition as payment was not expected to be more. React Group Plc decided to discontinue operations for the subsidiary in the period.

 

Goodwill of £25,000 arose on the acquisition:

 

 

       £'000

       £'000

Fair value consideration at 26 April 2016

 

 

 

 

 

Cash                     

 

10

 

 

───────

Total fair value of consideration

 

10

 

 

───────

Fixed assets

5

 

Current assets

26

 

Current liabilities

(46)

(15)                                                                                                                                               

 

───────

───────

Goodwill

 

25

 

 

───────

 

 

24. Discontinued Operations (continued)

 

 

 

Period since acquisition

£'000

Period to 26 April 2016

pre-acquisition

£'000

18 months to

30 September 2016

£'000

 

 

 

 

Operating cashflows

(106)

(113)

(219)

 

 

 

 

 

──────

──────

──────

 

(106)

(113)

(219)

 

──────

──────

──────

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Period since acquisition

£'000

Period to 26 April 2016

pre-acquisition

£'000

18 months to

30 September 2016

£'000

 

 

 

 

Revenue

45

208

253

Expenses

(161)

(416)

(577)

 

──────

──────

──────

Loss before tax of discontinued operations

(116)

(208)

(324)

Tax

-

-

-

 

 

 

 

 

──────

──────

──────

Loss after tax of discontinued operations

(116)

(208)

(324)

Impairment of goodwill

(25)

──────

──────

 

──────

 

 

 

(141)

 

 

 

──────

 

 

 

 

 

 

 

 

 

 

As at  26 April 2016

pre-acquisition

£'000

As at

30 September 2016

£'000

 

 

 

Fixed assets

5

27

Current assets

26

55

 

──────

──────

Total

31

82

 

 

 

Current Liabilities

(46)

(223)

 

──────

──────

Net Liabilities

(15)

(141)

 

──────

──────

 

 

 

 

──────

──────

Share capital and retained loss

(15)

(141)

 

──────

──────

 

 

A copy of this announcement is available from the Company Secretary at the Company's registered office and on the Company's website www.reactplc.co.uk

 

 

 

 


This information is provided by RNS
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