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Team PLC (TEAM)

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Tuesday 23 March, 2021

Team PLC

Financial Results

RNS Number : 1073T
Team PLC
23 March 2021
 

23 March 2021

TEAM plc    

(" TEAM   " or the " Company ")

Financial Results for the period from 4 July 2019 to 30 September 2020

TEAM plc (AIM: TEAM), the Jersey based active fund management group, announces its audited results for the period from 4 July 2019 to 30 September 2020. The Company notes the financial results are for a period prior to listing its listing on AIM.

Key Information

· Revenues of £0.70 million for the period

· Loss before tax in the period of £0.47 million

· Net assets of £1.37 million as at 30 September 2020

· TEAM plc acquired TEAM Limited in January 2020, and the below results include the financial results of TEAM Limited for the eight months up to 30 September 2020

· Post period end, on 8 March 2021, TEAM plc was admitted to trading on the AIM market of the London Stock Exchange, having net proceeds receivable by the Company of approximately £6.4 million.

 

Enquiries:    

TEAM


Mark Clubb - Executive Chairman

Matthew Moore - CFO and COO

Tel:01534 861381

Tel: 01534 877210

 

Canaccord Genuity Limited (Nominated Adviser and Broker)


Bobbie Hilliam - NOMAD

Alex Aylen / Jeremy Grime - Sales

Tel: 020 7523 8000

 

Hannam & Partners (Financial Advisor)

Giles Fitzpatrick / Richard Clarke / Ernest Bell

 

Tel: 020 7907 8500

 

About the Company:

TEAM PLC wholly owns Theta Enhanced Asset Management Limited, trading as TEAM Asset Management (together, the "Group"). TEAM Asset Management is a Jersey based specialist, investment-led active fund manager currently providing discretionary and advisory portfolio management services to private clients, trusts and charities. The Group intends to target both professional and retail clients through its key discretionary and advisory investment management services and the Directors intend, through both organic growth and a buy-and-build strategy, for the Group to become an internationally recognised wealth and asset management group, driven by an investment process seeking to offer clients positive risk-adjusted returns over the long term.

 

Chairman's Statement

This is the first report and audited consolidated financial statements for TEAM plc. The company was founded for the purpose of acquiring or merging with regulated financial services companies primarily engaged in wealth management, asset management, cash management or investment management activities located in Jersey and other jurisdictions.

 

I identified Theta Enhanced Asset Management Limited ("TEAM Limited") as the first acquisition for TEAM plc and raised £1.8 million from individuals either known to me or who were existing shareholders in TEAM Limited to fund the acquisition. TEAM Limited was founded in Jersey in 2001 and is regulated by the JFSC to conduct investment business and fund services business. Since then the company has invested in staff, technology, operations and marketing, and grown the AUM from £116 million to £281 million as at 30 September 2020.

 

On the 8th March 2021, the Company was listed on the AIM, pricing at 88 pence a share, valuing the business at £7.0 million. We were successful in raising net proceeds of £6.4 million. I am delighted to welcome the new shareholders who supported us in our admission, and thank the original shareholders in TEAM plc who have benefited from the significant growth of the business in the short period the company has been trading.

 

I would also like to welcome to the board Matthew Moore, who joined as CFO and COO, and Philip Taylor, Michael Gray and David Turnbull as non-executive, and place my thanks on record to Alex Stanton and Luke Smith who were founder directors and stepped down on the listing of the business.

 

Like all businesses we are only as good as our people. I am most grateful to all at TEAM for their contributions both current and past (thank you Ben Shenton). Jason Jones is now leading the Jersey based entity with our full support and has already made great progress, particularly regarding our recruitment activities. We are looking forward to moving to our new offices which will give us a first class technology infrastructure to further improve our service capabilities.

 

Lastly, we would not have a business if were not for our clients. The trust they place in us has to be our priority, and always will be. Thank you to old and new clients.

 

This report and financial statement is for a period prior to the listing of the company. The improved corporate governance, operational and risk controls that have been put in place to support our position as a company listed on AIM have been effective only since our admission. This report therefore sets out the governance of the business at the time of writing and does not refer to the period to 30 September 2020.

 

 

 

Mr J M Clubb

Executive Chair

 

 

Financial review

 

TEAM plc incurred expenditure relating to raising new equity capital, transaction expenditure relating to the acquisition of TEAM Limited, and costs relating to the preparation of the business for admission on the AIM market.

 

TEAM plc acquired TEAM Limited in January 2020, and includes the financial results of TEAM Limited for the eight months up to 30 September 2020.

 

For the year to 30 September 2020 TEAM Limited reported increased revenues of £994,709, a 20% increase on the previous year of £828,736, as additional clients were taken on following the recruitment of new investment managers. Higher operating expenses as a result of the new staff, increased investment in operations, technology and marketing, led to an increased loss for the year of £158,636 after a loss of £68,801 in the previous year.

 

As at 30 September 2020 TEAM plc had net assets of £1.37 million.

 

 

Mr M C Moore

CFO and COO

 



 

Financial Statements

Consolidated Statement of Comprehensive Income

 

The consolidated statement of comprehensive income of the Group for the period from 4 July 2019 to 30 September 2020 is set out below:

 




From 4 July 2019




to 30 September 2020


Note


£'000

Continuing activities








Revenue

3


  701





Cost of sales



  (69)





Operating expenses

4,5


  (1,047)





Interest payable and similar expenses

7


  (52)





Loss on ordinary activities before taxation

6


  (4 67 )





Taxation

8


  5





Loss for the period and total comprehensive loss



  (4 6 2)





Loss per share (basic and diluted) - Stated in pounds per share

19


  ( 8.13 )

 

 

The Group has no non-controlling interest, hence loss for the period pertains all to the parent company.

 



 

Consolidated Statement of Financial Position

The consolidated statement of financial position of the Group as at 30 September 2020 is set out below:

 




30 September 2020


Note


£'000

Non-current assets




Intangible assets

9


  989

Property, plant & equipment

10


  44

Deferred tax

8


  43

Long term deposit

12


  50




  1,126





Current assets




Trade and other receivables and prepayments

12


  307

Cash and cash equivalents



  253




  560





Payables: amounts falling due within one year

13


  ( 316)





Net current assets



  24 4





Net assets



  1, 37 0





Equity




Share capital

15


  9

Share premium reserves



  1,823  

Retained earnings



     (462)

Total equity



  1, 37 0

 

 

Consolidated Statement of Changes in Equity

The consolidated statement of changes in Equity of the Group for the period from 4 July 2019 to 30 September 2020 is set out below:


Share
capital
£'000

Share
premium
£'000

Retained
earnings
£'000

Total
£'000






At 4 July 2019

  - 

  - 

  - 

  - 

Loss for the period

  - 

  - 

  (4 6 2)

  (4 6 2)

New share capital subscribed

   9

   1,823

  - 

  1,832

At 30 September 2020

     9

  1,823

  (4 6 2)

  1, 37 0

 

 



 

Consolidated Statement of Cash Flow

The consolidated statement of cash flow of the Group for the period from 4 July 2019 to 30 September 2020 is set out below:  

The only changes in liabilities other than from financing cash flows are in respect of leases, details of additions and disposals of which are given in note 10.

 




From 4 July 2019




to 30 September 2020




£'000


Note



Cash flows from operating activities




Loss for the year before tax



  (4 6 7)

Adjustments to cash flows from non-cash items:




Depreciation and amortisation

6


  113

Finance costs



  52

Trade and other receivables (net of effects from acquisition of subsidiaries)



  (289)

Trade and other payables (net of effects from acquisition of subsidiaries)



  228





Net cash outflow from operating activities



  (363)





Cash flows from investing activities




Acquisition of subsidiary net of cash acquired

9


  (772)

Acquisition of property, plant and equipment

10


  (11)





Net cash outflow from investing activities



  (783)





Cash flows from financing activities




Lease liability paid

14


  (36 )

Issue of share capital at par

15


  9

Share premium on issue of shares

15


  1,426





Net cash flow from financing activities



  1, 399





Net increase in cash and cash equivalents



  253





Cash and cash equivalents from at beginning of period



  -

Cash and cash equivalents at end of period



  253





Non-cash transactions:

During the period, the subsidiary was acquired for a total consideration of £1,500,000, which comprised of cash consideration of £1,102,174 and share capital exchange of £397,826. The cash flow of acquisition of subsidiary above is netted off by the cash acquired of £329,739.

 

 

 

 



 

Notes to the Consolidated Financial Statements for the period ended 30 September 2020

 

1.  General information

 

TEAM plc (the "Company") is a Registered Public Company limited by share capital incorporated and registered in Jersey, Channel Islands on 4 July 2019. The registered Company number is 129405. The principal place of business is Royal Court Chambers, 10 Hill Street, St Helier, Jersey, JE2 4UA .

 

The principal activity of the Group is the provision of investment management services.

 

These financial statements are presented in Pound Sterling (£), rounded to the nearest thousand (£'000), which is the currency of the primary economic environment in which the Group operates.

 

 

3.  Revenue

 

IFRS 8 requires operating segments to be identified on the basis of internal reports about components of Group that are regularly reviewed by management, including the chief finance officer and chief operating officer, to allocate resources to the segments and to assess their performance. The Group continues to identify a single reportable segment and within this single reportable segment, total revenue for the year from continuing operations is as follows:

 

 




From 4 July 2019




to 30 September 2020




£'000





Fees



     541

Commissions



     160




     701

 

 

 

4.  Staff costs

 

The aggregate payroll costs (including directors' remuneration) were as follows:

 




From 4 July 2019




to 30 September 2020




£'000





Wages and salaries



     536




     536

 

5.  Directors' remuneration

 

The directors' remuneration for the year was as follows:

 




From 4 July 2019




to 30 September 2020




£'000

J M Clubb



   58

L Trevellyan



     7

L Smith



     6

A Stanton



     3




     74

 

6.  Operating loss

 

Arrived at after charging:

 




From 4 July 2019




to 30 September 2020




£'000





Auditors' remuneration - audit fees



     17

Auditors' remuneration - other audit services



  21

Costs relating to the admission of the shares



  140

Amortisation of intangibles



     70

Depreciation of plant and equipment



     6

Depreciation of right of use asset



     37

Interest on right of use asset



     2

 

 

 

 

 

 

 

 

7.  Interest payable and similar expenses

 




From 4 July 2019




to 30 September 2020




£'000





Interest payable - Right of use asset



     2

Long term deposit - other



     50




  52

 

 

8.  Taxation

 

The Company is a tax resident in Jersey and is subject to 0% income tax as a holding entity. The current and deferred income tax charge in the consolidated financial statements are the tax charges of the Company's subsidiary, TEAM Limited which is subject to 10% income tax, as a financial services entity in Jersey.

 

Tax charged in the income statement

 




As at 30 September 2020




£'000

Deferred taxation




Deferred tax



     (5)

 

 

The differences are reconciled below:




Loss before tax applicable to financial service companies from date of acquisition to year end

        (96)

Tax for financial service companies at 10%

     (10)

Effect of permanent expense not deductible in determining taxable profit (tax loss)

  5

Effect of temporary expense not deductible in determining taxable profit (tax loss)

      1

Tax increase from effect of unrelieved tax losses carried forward

   4

Total tax charge

   -

 

 

Deferred tax

Deferred tax assets and liabilities

 


As at 30 September 2020


£'000


Asset

2020


Losses carried forward

     40

Capital allowances

     3


     43

 

 

9.  Intangible assets

 

On the 31 January 2020 TEAM plc Acquired the entire share capital of Theta Enhanced Asset Management Limited ("TEAM Limited"), a company incorporated and registered in Jersey, Channel Islands.

 

 




As at 30 September 2020




Customer relationships




£'000





Cost




At 4 July 2019



     - 

Acquired through business combinations



     1,059

Disposals



     - 

At 30 September 2020



     1,059





Amortisation




At 4 July 2019



     - 

Charge for the period



     70

At 30 September 2020



     70





Carrying amount




At 4 July 2019



     - 

At 30 September 2020



     989

 

 

The Company acquired the entire share capital of TEAM Limited, a company incorporated and registered in Jersey, Channel Islands which provides investment management services. The total consideration paid for TEAM was £1,500,000 which comprises of cash of £1,102,174 and shares amounting to £397,826. Included in the statement of income are £25,467 in transaction costs relating to this acquisition. The primary reason for the acquisition was to enable the group to provide investment management services.

 

The value of the customer relationships has been calculated using the excess earnings approach discounted using the incremental borrowing rate of 10.26%. The average life of a customer relationship has been set at ten years and represents both the period over which the value of such relationships have been calculated and the amortisation period of the intangible asset arising. Based on management's assessment, the intangible assets recoverable value is higher than its carrying amount as at 30 September 2020, hence the intangible asset is not impaired.

 

Since being acquired at the end of January 2020, TEAM Limited, has incurred a total loss of £95,793.

 

Any goodwill arising through business combinations is allocated to individual assets of its subsidiaries including identified intangible assets. A summary of the fair values of each major class of consideration is listed below:

 

Categorisation of assets



As at 31 January 2020 

£'000

Intangible asset: customer contracts



     1,059

Right-of-use assets



     64

Property, plant and equipment



     12

Deferred tax



     38

Cash and cash equivalents



     330

Trade and other receivables



     119

Lease liabilities



     (72)

Trade and other payables



     (50)




     1,500

 

10.  Property, plant and equipment

 


Right of
 use assets

Equipment

Computer hardware

Computer software

Total


£'000

£'000

£'000

£'000

£'000







Cost






At 4 July 2019

  - 

  - 

  - 

  - 

  - 

Acquisition of subsidiary

  166

  95

  21

  16

  298

Additions

  - 

  3

  8

  - 

  11

Disposals

  - 

  (92)

  (3)

  (11)

  (106)

At 30 September 2020

  166

  6

  26

  5

  203







Amortisation






At 4 July 2019

  - 

  - 

  - 

  - 

  - 

Acquisition of subsidiary

  101

  95

  12

  14

  222

Disposals

  - 

  (92)

  (3)

  (11)

  (106)

Charge for the period

  37

  2

  3

  1

     43

At 30 September 2020

  138

  5

  12

  4

     159







Carrying amount






At 30 September 2020

  28

  1

  14

  1

  44

 

The right-to-use asset is in relation to the property at Royal Court Chambers, 10 Hill Street, St Helier, Jersey, JE2 4UA which it occupies. The lease term ends on 30 April 2021.


11.  Subsidiary undertakings

 

Details of undertakings

 

Details of the investments as at 30 September 2020 (including principal place of business in which the Company holds 20% or more of the nominal value of any class of share capital) are as follows:

 

Undertakings

Country of incorporation

Holding

Proportion held by Group

as at 30 September 2020

 

 

 

Proportion held by Subsidiary

 as at 30 September 2020






T EAM Limited

Jersey

Ordinary

100%

-






T EAM Nominees Limited

Jersey

Ordinary

100%

 

100%

 

 

TEAM Limited loss from date of acquisition to 30 September 2020 was £95,793 and its net asset position as at 30 September 2020 was £544,875.

 

TEAM Nominees Limited acts as a nominee company, holding client assets in safe custody on behalf of its parent company. TEAM Nominees Limited does not trade and its net assets amount to £2.

 

Post year end, new subsidiaries were incorporated by the Group. Please see note 21 for details.

 

 

12.  Receivables

 




As at 30 September 2020




£'000

Due within one year




Trade receivables



     249

Prepayments



     58




     307









Due after more than one year




Long term deposit



         50




     50

 

Impairment of receivables

 

 




As at 30 September 2020




£'000





Impairment included in trade receivables



     - 

 

 

 

 

 

 

13.  Payables

 




As at 30 September 2020




£'000


Note



Due within one year




Lease liability

14


     34

Payables



     251

Social security and other taxes



     31




     316

 

 

14.  Lease liabilities

 

The amount of interest on the lease liabilities recognised as an expense during the period was £2,099. TEAM occupies a property at Royal Court Chambers, 10 Hill Street, St Helier, Jersey, JE2 4UA. The annual repayments of the lease repayments are £60,000 per annum. The lease term ends on 30 April 2021.

 

 




As at 30 September 2020




£'000

Maturity analysis




Not later than one year



     34

Between two and five years



     - 




     34

 

15.  Share capital

 

 




As at 30 September 2020




No.

Allotted, called and fully paid shares




Ordinary A share capital of £0.10 each



     93,000

 




As at 30 September 2020




£'000

Allotted, called and fully paid shares




Ordinary A share capital of £0.10 each



     9

 

 

The authorised share capital of the Company is £20,000 divided into 190,000 Class A shares of £0.10 nominal value each and 10,000 Class B Shares of £0.10 nominal value each.

 

During the period, TEAM PLC issued 93,000 Class A shares with a total consideration above par, resulting in a share premium of £1,822,789 net of share transaction costs of £45,691.

 

The holders of Class A Shares shall have the right to receive notice of and attend and vote and speak at any general meeting of the Company and shall be entitled to vote on any written resolution of the Company in respect of their Shares. Each such holder present in person or by proxy or by representative shall be entitled on a show of hands to one vote and on a poll or written resolution to one vote for each Share held.

 

The holders of Class B Shares shall have no right to receive notice of and attend and vote and speak at any general meeting of the Company and shall not be entitled to vote on any written resolution of the Company in respect of their Class B Shares.

 

 

 

17.  Financial instruments

 




As at 30 September 2020




£'000

Categorisation of financial instruments




Financial assets measured at amortised cost:
Trade receivables



      29 9





Financial assets that are debt instruments measured at amortised cost:
Cash and cash equivalents



     253




      55 2





Financial liabilities measured at amortised cost:
Trade payables



     (251)





Financial liabilities measured at amortised cost:
Lease liability



     (34)




     (285)

 

 

19.  Earnings per share

 

The group's has calculated the weighted-average number of outstanding ordinary shares for the period as follows:

 


Number of shares outstanding

Time weighting

Weighted average number of shares

July 2019 - Shares issued

  100  

  15/15

100.00  





December 2019 - Shares issued

  45 , 8 0 0

10/15

30,533.33  





January 2020 - Shares issued

  41 , 4 0 0

9/15

24,840.00





June 2020 - Shares issued

  4,464

4/15

1,190.40





Ju ly 2020 - Shares issued

1,236

3/15

247.20





Weighted average for the period


15 months

        56,910.93

 

 




From 04 July 2019




to 30 September 2020

Loss for the financial period and total comprehensive loss



     (£ 461,998 )

Weighted average number of shares



     5 6,910.93

Basic loss per share (in pounds)



     (8.13)

 

The Parent Company does not have any contingent issuable shares as at year end, hence diluted loss per share is the same as the basic loss per share.

 

21.  Events after the statement of financial position date

 

On 12 October 2020, the Company changed its name from Ponterrin Holdings Limited to TEAM Plc.

 

On 18 November 2020, TEAM (UK) Management Services Limited ("TEAM UK") was incorporated in England with the company number 13029848. TEAM UK's shareholding is 100% owned by the Company.

 

On 11 December 2020, TEAM Midco Limited was incorporated in Jersey with the company number 133111. TEAM Midco Limited shareholding is ultimately controlled and owned by the Company.

 

On 22 December 2020, a director of the Company provided a loan for a total of £200,000, with an interest rate of 3%. This loan was used to increase the cash available to the Company, in order to cover short term costs.

 

On 6 January 2021, TEAM Midco Limited purchased the total share capital of TEAM Limited, becoming the parent company from that date.

 

On 29 January 2021, a director of the Company provided a second loan for a total of £200,000, with an interest rate of 3%. This loan was used to provide funds to TEAM Limited, via the company's subsidiary TEAM Midco Limited. The total loan owed to the director of £400,000 plus interest of £1,778.08 was repaid by the Company on the 10 March 2021.

 

On 1 March 2021, the below directors were appointed:

 

Mr M C Moore

Mr M M Gray

Mr D J K Turnbull

Mr L P C Taylor

 

On 8 March 2021, TEAM plc was admitted to trading on the AIM market of the London Stock Exchange, having net proceeds receivable by the Company of approximately £6.4 million.

 

 

 

 

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