Bonhill Group plc Annual Report & Financial Statements 2022
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Company Registration Number: 2607995
Bonhill Group plc
Annual Report & Financial Statements 2022
Bonhill Group plc Annual Report & Financial Statements 2022
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Contents
Overview
Contents
02
Chairman’s statement
03
S172(1) statement
05
Governance
Board of directors
06
Corporate governance statement
08
Audit committee report
11
Nomination committee report
12
Remuneration committee report
15
Director’s report
17
Director’s responsibilities in the preparation of financial statements
19
Financial Statements
Independent auditor’s report
20
Consolidated statement of comprehensive income
24
Consolidated statement of financial position
25
Company statement of financial position
26
Consolidated statement of changes in equity
27
Company statement of changes in equity
28
Consolidated statement of cash flows
29
Company statement of cash flows
30
Notes to the cash flows statement
30
Notes to the financial statements
31
Directors and advisers
53
Bonhill Group plc Annual Report & Financial Statements 2022
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Chairman’s statement
2022 was a pivotal year for Bonhill which started with a fundraise and a change of leadership, leading to the implementation
of a strategic review and a formal sale process announced in October 2022.
As a Group, Bonhill has struggled to bounceback in a post-COVID world. The purchase of Investment News in July 2018 was,
with hindsight, a disastrous time for a small UK B2B publisher to be spending $27m of shareholders’ money on a US company
with a significant percentage of its income from events. The US media market has proven to be the graveyard for many a UK
media company assuming that success in the UK can be repeated in the ruthlessly competitive US market. Bonhill proved
that it was no exception to this rule.
Furthermore, as a small microcap with little working capital, Bonhill has also struggled to justify the costs of public listing, and
to find the cash to make the investments necessary to improve its services to customers. These customers are rightly
demanding a much more sophisticated level of audience data than Bonhill’s systems allowed, especially in the USA. And
Bonhill lacks the economies of scale to make such investments in systems work.
Despite the best efforts of the global team and the considerable number of structural and cost-saving changes put in place
this year, the Board decided that it was in the shareholders’ best interests to explore different avenues for the future of the
company, especially given the ongoing demands for investment in the business.
Group Financial Performance
Please note, under IFRS 5, all financials are classified as discontinued operations for the year ended 31 December 2022 and as
such, any trading or profit and loss numbers for the year should be read accordingly.
Revenue for the year ended 31 December 2022 (the “Year”) was £14.9 million (2021: £16.4 million). As has been seen in
previous years, the Company delivered a slightly stronger second half of the Year ("H2") with £7.6 million of revenue,
compared to £7.3 million reported in the first half ("H1"), and EBITDA loss for the Year of £(1.4) million (2021: £0.0 million
break even). Overall, the Group saw gross margins at 73%, a 2% reduction on last year.
From a cash perspective this continued to be the biggest focus for the finance team but with multiple years of EBITDA losses
and a working capital calendar that was heavily skewed towards the back end of the year, some help was needed to be able
to maintain the day-to-day obligations. As such, a successful fundraise was completed in April 2022 raising a net cash sum of
£1.0 million. Additionally, the company secured a short-term loan in the second half of the year with Rockwood Strategic Plc
of £0.8 million, of which, £0.6 million was drawn down by 31 December 2022. Since the year end this loan facility was
increased to £1.0 million, fully utilised and then repaid in full on 1 March 2023. These measures meant that the cash balance
at the year end was £1.3 million (2021: £1.4 million) with a net cash position (excl. finance leases) of £0.6m (2021: £1.3
million).
Divisional updates
Business Solutions and Governance
Following the management changes announced in April 2022, the Board conducted a review of the Group and its constituent
businesses. As a result, the Board resolved to dispose of the Company's BSG division so that the Company could focus purely
on financial services (being approximately 85 per cent of the business).
The Company further announced in August 2022, that it had successfully disposed of the division to Stubben Edge Group
Limited for cash consideration of £0.7 million for the core trade and assets of the division. The sale was also expected to
enable the Group to achieve approximately £0.6 million in annual cost savings from streamlining central support headcount,
reduced office space and lower IT costs.
A 6 month Transitional Services Agreement was put in place at the point of sale to support the financial and technology
departments post-acquisition. This ended on 28 February 2023.
Financial Services UK and EMEA (“FSUE”)
2022 was a better year for the UK business as it started to see a return to live events. This really gathered pace in H2.
Unfortunately we did need to run through some credits from COVID cancelled events and our margins were hit as some
events were slightly sub scale, but events revenue increased considerably. In Asia lockdown didn’t end fully until late in 2022
so events revenues saw no improvement. This upswing was partly offset by a generally poor performance in media. Macro
Bonhill Group plc Annual Report & Financial Statements 2022
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economic factors meant that asset managers were reluctant to release discretionary marketing spend. Large outflows from
investment funds were seen across the board which also impacted market confidence.
ESG (Environmental, Social and Governance) has been one of our great success stories in recent years but again here we saw
a decline in support as responsible investing took a backseat behind returns. Our attempt to get traction for ESGClarity in the
US was met with resistance and we had less success tempting asset managers to tell their ESG story. An area of success and
growth was in video. The London office created a video suite and quickly earned a reputation for creating cost effective
content packages and this revenue stream grew steadily throughout 2022.
Financially, FSUE managed to maintain its revenue at £6.3 million (same as in 2021) but EBITDA went from £0.6 million in
2021 to £0.1 million in 2022 due to increased supplier costs. Additionally, there was a big shift in product mix with 42% of
revenue coming from events in the year which average a gross margin of 60% (2021: 35% of revenue) and 40% coming from
digital which averages 97% margin (2021: 48% of revenue). Lack of cash was a major stumbling block for the UK business. Our
relationship with suppliers was badly affected and the business suffered from a lack of confidence and appetite for risk for
new ventures.
Following discussions with major shareholders, it was announced in October 2022 that the Company was undergoing a
strategic review and a formal sale process. The successful sale of the UK assets and trade and the full Asia business to the
Mark Allen Group (MAG) was announced in February 2023 for cash consideration of £6.5 million. At this point, Patrick
Ponsford transferred across to the Mark Allen Group and resigned from his positions as Chief Executive Office and Executive
Director of Bonhill Group Plc. The Brands that have moved over as part of the sale including Portfolio Advisor, Expert Investor
and Fund Selector Asia are well-established and long-trusted and it’s encouraging that they have been sold to a vibrant
independent company that can better support and grow them in the future.
Financial Services US (“FSUS”)
For InvestmentNews, 2022 was a year in which we strengthened both our editorial and sales teams. Staff members came
back to InvestmentNews in this year as they witnessed the momentum and success we built in 2022. We launched or further
built initiatives in custom content and research, video, webinars and IN GameDay and INASDAQ. All of this was against the
poorest performing Wall Street since the Great Recession. The fundamental improvements and new launches in 2022 ensure
a bright and prosperous future for the InvestmentNews platform.
Revenue for FSUS reduced to $8.8 million in 2022 (2021: $10.1 million) as we saw a continued decline in both print and
digital product streams. There was also a reduction in events revenue as we struggled to get the level of expected delegates.
This resulted in a reduction of gross profit to $6.3 million (2021: $7.6 million). To help mitigate the impact of this, the
Company looked to flex the workload of current employees and only backfill in critical roles. This resulted in lower staff costs
of $0.6 million, however this was not enough to offset the loss. It became clear that Bonhill couldn’t support
InvestmentNews due to cash restraints and this all factored into the decision to proceed down the sale route.
Post Year end
Since the year end it was announced that the Company was in advanced talks with a buyer for the US business and
InvestmentNews brand. We were pleased to exchange contracts with Key Media Limited on 24 May 2023 for a cash
consideration of $4.1 million. Key Media is a global publishing company that is well placed, both in terms of culture and
platforms, to fully embrace InvestmentNews and help it on its journey back to growth and profitability.
Now the formal sale process is concluded, the Company has announced in its shareholder circular in May 2023 its intention
to complete a tender offer as soon as possible, and to return substantially all of the remaining cash in the business to
shareholders. After this point, the Company will purely consist of shells and dormant subsidiaries now the assets and trade
have all been sold, so it is expected that the Company will enter a voluntary liquidation process.
Lastly, I’d like to thank our staff on both sides of the Atlantic for their patience and fortitude as we went through the sale
process. However excellent the assets that Bonhill owned, and however promising their future now is under new ownership,
it has not been an easy time for our team as they have endured the uncertainties of a sale.
My sincerest thanks to them all.
Jonathan Glasspool
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Section 172(1) statement
The Board recognises its duty to consider the needs and concerns of the Group’s key stakeholders during its discussions and
decision-making. In accordance with Provision 5 of the 2018 UK Corporate Governance Code, we set out below how the Group
engages with its key stakeholders. More information on how the Directors have discharged their duties under section 172 (1)
of the Companies Act 2006 is also available in the rest of this Strategic Report and the Corporate Governance Report.
The Directors have ongoing engagement with all our key stakeholders and the Directors continually review the impact that any
decisions will have on these key stakeholders.
Key decisions made during the period
During the year, several key decisions were made about the strategy and future of the business. These include:
•
Cash fundraise
•
The sale of the BSG division to Stubben Edge
•
The announcement of the strategic review and formal sale process including:
o
The sale of FSUE to the Mark Allen Group (post year-end)
o
The sale of FSUS to Key Media (post year-end)
Throughout the process of these decisions being made, our key stakeholders, including employees and major shareholders,
were kept informed and updated. With regards to the fundraise and sale process, all shareholders were sent a circular giving
great detail on the proposals and the rationale behind each proposed decision, allowing shareholders to vote for or against the
motions.
As the year was unsettling for employees, it was extremely important to ensure they were kept up to date with progress of
each sale process and for them to understand what it meant for them personally. Management were as open as they could be
within the constraints of confidentiality and reassured all employees wherever possible about the outcome of each sale.
Other key stakeholders
Outside of any formal sale process, both Executive and Non-executive directors held regular dialogue with key shareholders.
Presentations were given to investors, analysts and sales teams at the interim and full year report releases. Board receives
investor feedback post the investor roadshows. An “in-person” AGM was held in June, being the first “open” one since 2019.
The Group’s Annual Report and Accounts is made available to all shareholders both online and in hard copy where requested.
There was ongoing engagement with our customers throughout the year and regular catch ups were had with key partners
across the world. Our partners were (and continue to be) kept up to date via emails, social media and newsletters, which
updates on new products and events. We also provided post-event feedback reports for sponsors.
Our communities are at the centre of everything that we do as a business. The internal ESG committee that was introduced in
2021 continued to ensure that social responsibility was taken very seriously throughout the year. Additionally, ESGClarity was
again one of the biggest brands in the Company.
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Board of Directors | Profiles
JONATHAN GLASSPOOL
NON-EXECUTIVE CHAIRMAN
Jonathan is a very experienced executive and non-executive Director, with highly relevant expertise across digital and
subscription revenues and in corporate strategy, M&A, international operations, corporate governance and corporate
development.
Until July 2020, Jonathan was Executive Director of Bloomsbury Publishing Plc, Managing Director at Bloomsbury’s non-
consumer division and President of Bloomsbury USA and India. He was instrumental in founding and building Bloomsbury
Academic and Professional. He is Chair of Governors of Bath Spa University; Chair of Mall Galleries; Non-executive Director of
Edinburgh University Press and Chair of the Industry Advisory Board at Oxford Brookes University.
PATRICK PONSFORD
CHIEF EXECUTIVE OFFICER
Patrick joined the Group in 2019 following its acquisition of Last Word Media (UK) Limited and was most recently MD of the
UK and EMEA Financial Services business unit prior to his appointment as Interim CEO in April 2022. Patrick brings over has 30
years’ experience in B2B media and events, primarily within financial services to the Group.
Patrick resigned from the Board in February 2023, upon completion of the Mark Allen Group disposal to transfer across to that
company.
SARAH THOMPSON
CHIEF FINANCIAL OFFICER
Sarah joined the Group in May 2020 and joined the Board as Chief Financial Officer in September 2020. Sarah previously held
senior finance positions at Escada SE and Redcentric Plc. Prior to this, she held various finance positions at Hallmark Cards UK,
Homeloan Management Limited and Barclays Plc.
Sarah is an associate of the Chartered Institute of Management Accountants and graduated with a First-Class Degree in
Accounting and Finance from Lancaster University.
JOHN FRENCH
CHIEF EXECUTIVE OFFICER – INVESTMENTNEWS LLC
John French was previously CEO of Penton Media, Cygnus Business Media and President of Primedia and Prism Publishing. He
is a senior advisor to Oaklins DeSilva+Phillips the investment bank focused on media, marketing and information technologies.
JON KEMPSTER
NON-EXECUTIVE DIRECTOR
Jon joined the Group in June 2020 as a Non-executive Director and the Chair of the Audit Committee. He is also a member of
the Remuneration and Nomination committees. Jon’s career has included Board positions at Delta plc, Fii Group plc, Linden
plc, Low & Bonar plc, Frasers Group plc, Utilitywise plc and Wincanton plc. He is also currently a Non-executive Director at
FireAngel Safety Technology plc. Jon is also a Trustee of the Delta plc pension scheme.
Jon qualified as a Chartered Accountant with PricewaterhouseCoopers in 1990 and has a BA (Hons) in Business Studies from
the University of Liverpool.
Jon resigned from the Board at the end of March 2023.
RICHARD STAVELEY
NON-INDEPENDENT, NON-EXECUTIVE DIRECTOR
Richard is a consultant to Harwood Capital LLP, the investment manager of Gresham House Strategic plc, which holds 19.4% of
the Company’s issued share capital; Richard joined the Board in December 2021.
Having qualified as a Chartered Accountant at PricewaterhouseCoopers, Richard has worked in a senior capacity and fund
manager at a number of successful fund management businesses, including Majedie Asset Management and was a co-founder
of River and Mercantile Asset Management. He is a Chartered Financial Analyst (CFA) Charterholder and holds a Bachelor of
Arts degree in Politics from the University of Newcastle.
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LAURIE BENSON
NON-EXECUTIVE DIRECTOR
Laurie joined the Group in January 2022 as a Non-Executive Director and the Chair of the Remuneration Committee. She is also
a member of the Audit and Nomination Committees.
Laurie, who was formerly an MD of Bloomberg Media EMEA, now advises boards on transforming their organisations and
exploiting the benefits of digital technology. She brings a mix of private and public sector executive and board experience. She
is currently a Non-executive Director of The Intellectual Property Office of the UK and a Trustee of The Royal Airforce Museum.
Formerly, she has held roles as a Non-executive Director and Audit Chair of AIM quoted Christie Group Plc, an independent
Non-executive Director and Remcom Chair of Grant Thornton LLP, a Non-executive Director of The Medical Algorithms
Company, and a Commissioner at The Charity Commission for England and Wales.
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Corporate Governance statement
In this section of our Report, we have set out our approach to governance and provided further information on how the Board
and its Committees operate.
10 PRINCIPLES OF CORPORATE GOVERNANCE
Deliver growth
1. Establish a strategy and business model which promote long-term value for shareholders.
2. Seek to understand and meet shareholder needs and expectations.
3. Take into account wider stakeholder and social responsibilities and their implications for longer-term success.
4. Embed effective risk management, considering both opportunities and threats, throughout the organisation.
Maintain a dynamic management framework
5. Maintain the Board as a well-functioning, balanced team led by the Chair.
6. Ensure that between them the Directors have the necessary up-to-date experience, skills and capabilities.
7. Evaluate Board performance based on clear and relevant objectives, seeking continuous improvement.
8. Promote a corporate culture that is based on ethical values and behaviours.
9. Maintain governance structures and processes.
Build trust
10. Communicate how the Company is governed and is performing by maintaining a dialogue with shareholders and other
relevant stakeholders.
QCA Code compliance
The Board continues its adoption of, and compliance with, the Corporate Governance Guidelines for Smaller Quoted
Companies published in 2018 by the Quoted Companies Alliance (the “QCA Code”) and the Company has continued to be
compliant with the QCA Code since publishing the statement. The Directors recognise the value and importance of high
standards of corporate governance and anticipate that the Company will continue to comply with the QCA Code. Given the
Group’s size and plans for the future, it will also endeavour to have regard to the provisions of the UK Corporate Governance
Code as best practice guidance to the extent appropriate for a company of its size and nature. Outlined in this report are the
10 key governance principles as defined in the QCA Code.
The composition of the Board
The Board is responsible to the shareholders and sets the Group’s strategy for achieving long-term success. It is also ultimately
responsible for the management, governance, controls, risk management, direction and performance of the Group.
During the year the Board consisted of up to four Non-executive Directors and three Executive Directors. There were a few
changes in Board composition in 2022. Firstly, Simon Stilwell resigned from his role as Chief Executive Officer on 6 April 2022,
and was replaced immediately by Patrick Ponsford. Secondly, Laurie Benson joined as a Non-executive Director and Chair of
the Remuneration Committee on 18 January 2022. Thirdly, John French joined the Board as an Executive Director on 13 July
2022. He was previously serving as the Non-executive Director for Bonhill Group Inc and was on the Board of Managers for
InvestmentNews LLC before joining the main Plc Board. At the time of publication of this report, the Board consists of three
Non-executive Directors and two Executive Directors.
Following the acquisition of the UK and Asia business by the Mark Allen Group, Patrick Ponsford resigned from his role as Chief
Executive Officer and was not replaced. Jon Kempster also announced his resignation from his roles as both Non-executive
Director and Chair of the Audit Committee with effect from 31 March 2023. There are no plans to replace these roles.
The Board considers that all directors other than Richard Staveley are independent, in character and in judgement, and have
no business relationships which impact on their independence. Richard Staveley is considered to be non-independent as a
result of his relationship with Harwood Capital LLP.
In making these judgements the Board took into account director’s shareholdings.
Board effectiveness
The skills and experience of the Board are set out in their biographical details on page 6. The experience and knowledge of
each of the Directors gives them the ability to constructively challenge strategy and to scrutinise performance.
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HOW THE BOARD OPERATES
The Board is responsible for the Group’s strategy and for its overall management. The operation of the Board is documented
in a formal schedule of matters reserved for its approval, which is reviewed annually. These include matters relating to:
–
The Group’s strategic aims and objectives
–
The structure and capital of the Group
–
Financial reporting, financial controls and dividend policy
–
Internal control, risk and the Group’s risk appetite
–
Raising new capital, budgets and granting of security over material Group assets
–
The approval of significant contracts and expenditure
–
Effective communication with shareholders
–
Any changes to Board membership or structure
–
Delegation of authority and establishing Board Committees and receiving reports from the Board Committees
CORPORATE GOVERNANCE
BOARD MEETINGS
The Board held 11 meetings and had 23 additional meetings during the year to 31 December 2022. Non-executive Directors
communicate directly with Executive Directors and senior management between formal Board meetings.
Directors are expected to attend all meetings of the Board, and the Committees on which they sit, and to devote sufficient
time to the Group’s affairs to enable them to fulfil their duties as Directors.
In the event that Directors are unable to attend a meeting, their comments on papers to be considered at the meeting will be
discussed in advance with the Chairman so that their contribution can be included in the wider Board discussion.
The following shows Directors’ attendance at scheduled Board meetings during the year.
Jonathan Glasspool – 11/11
Jonathan Glasspool attended all Board meetings and Committee meetings in 2022.
Simon Stilwell – 3/3
Simon Stilwell attended all Board meetings until his resignation on 6 April 2022. He also attended Committee meetings by
invitation.
Patrick Ponsford – 5/5
Patrick Ponsford was appointed in July 2022 and attended all Board meetings since then. He also attended Committee meetings
by invitation.
Sarah Thompson – 1/1
Sarah Thompson attended the December Board meeting. Outside of this period, Sarah was on maternity leave. She also
attended Committee meetings during this period by invitation.
John French – 5/5
John French was appointed in July 2022 and attended all Board meetings since then. He also attended Committee meetings by
invitation.
Jon Kempster – 11/11
Jon Kempster has attended all Board and Committee meetings in 2022.
Richard Staveley – 10/11
Richard Staveley has attended all but one of the Board meetings in 2022.
Laurie Benson – 11/11
Laurie Benson has attended all Board and Committee meetings since her appointment on 18 January 2022.
Bonhill Group plc Annual Report & Financial Statements 2022
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BOARD DECISIONS AND ACTIVITY DURING THE PERIOD
The Board has a schedule of regular business, financial and operational matters, and each Board Committee has compiled a
schedule of work, to ensure that all areas for which the Board has responsibility are addressed and reviewed during the course
of the year.
The Chairman is responsible for ensuring that the Directors receive accurate and timely information and ensures that any
feedback or suggestions for improvement on Board papers are fed back to management. Minutes of each meeting are
produced and circulated. Each Director is aware of the right to have any concerns minuted.
BOARD COMMITTEES
The Board has delegated specific responsibilities to the Audit, Remuneration and Nomination Committees, details of which are
set out below. Each Committee reports back to the Board and has written terms of reference setting out its duties, authority
and reporting responsibilities. Copies of all the Committee terms of reference are available on the Company’s website
www.bonhillplc.com or on request from the Company Secretary. The terms of reference of each Committee have already been
reviewed by the Board during the year and it is intended that these will be kept under continuous review to ensure they remain
appropriate and reflect any changes in legislation, regulation or best-practice. Each Committee is comprised of Non-executive
Directors of the Company.
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Audit Committee report
The Audit Committee was chaired by Jon Kempster at the year end, its other members are Jonathan Glasspool and Laurie
Benson (who became interim chair of the committee from 1 April 2023).
Dear Shareholder
It has been a period of significant change for the Group.
Early in 2022 the Group raised £1.1m in order to provide funds to assist the Group achieve its ambition to grow and re –
establish the presence in the market the Group previously enjoyed especially in the US.
It was decided as part of this strategy that the Business Solution and Governance division be sold and this was successfully
achieved in August 2022. The streamlined Group was then a focused financial services Group providing services across the
globe through its UK, US and Asian offices. Unfortunately trading continued to be challenging especially in the US and the lack
of cash generation lead to a formal strategic review and a formal process being announced in October 2022. Post the year end
the sale of the UK and Asian business was completed and we have exchanged contracts on the sale the US business with a view
to completing the transaction in June 2023.
The Board believes that the current members have sufficient skill, qualifications and experience to discharge their duties in
accordance with the Committee's terms of reference and, as a Committee, have the competence in the sector within which
the Company operates.
The terms of reference for the Committee were reviewed during the year and were deemed to still be appropriate for the
Committee's role and responsibilities.
The Committee met 6 times between the start of 2022 and the signing of this report. I, as Chair of the Audit Committee, have
also met with the external auditors without Executive Directors or management present.
The Committee has primary responsibility for monitoring the quality of internal controls and ensuring that the financial
performance of the Group is properly measured and reported. It receives and reviews reports from the Group’s management
and auditor relating to the annual accounts and the accounting and internal control systems in use throughout the Group.
We continue to drive improvements in reporting across the Group and the separate divisions and geographies. It is considered
that there are adequate controls and segregation of duties in place and the Committee is satisfied that the internal control
systems in place are significantly robust and operating effectively. The risk register was reviewed and updated to reflect the
main risks presently facing the Group.
The Group does not have an internal audit function, and this has historically been reviewed annually.
The Committee also advises the Board on the appointment of the auditor, reviews its fees and discusses the nature, scope and
results of the audit with the auditor. During 2022 a tender process was undertaken prior to any decision to commence the sale
and eventual wind down of the activity within the Group. The tender process resulted in Cooper Parry Group Limited being
appointed as Group auditors. The Audit Committee meets at least three times a year and has unrestricted access to the Group’s
auditor. The Chief Executive and Chief Financial Officer attend the Audit Committee meetings by invitation to ensure the
Committee is fully informed of material events within the business. The Committee monitors the nature and extent of non-
audit services provided by the external auditor. A summary of the remuneration paid for audit and non-audit services appears
in note 3 to the financial statements.
Whistleblowing
The Audit Committee is responsible for the review of the Group’s procedures for responding to the allegations of whistle
blowers and the arrangements by which staff may, raise concerns in confidence. It is hoped that this service will encourage
individuals to speak out without fear of reprisal.
Laurie Benson (Interim Chair of the Audit Committee)
7 June 2023
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Nomination Committee report
The Nomination Committee is chaired by Jonathan Glasspool and its other members during the year were Jon Kempster and
Laurie Benson.
Dear Shareholder
The Nomination Committee is responsible for reviewing the structure, size and composition (including the skills, knowledge,
experience and diversity) of the Board and making recommendations to the Board with regard to any changes. The Committee
considered succession planning, taking into account the challenges and opportunities facing the Group and the skills and
expertise needed on the Board in the future, in addition to the leadership needs of the organisation. The most significant
changes in 2022 were the replacement of Simon Stilwell by Patrick Ponsford as Interim CEO in April 2022, and the subsequent
promotion of Patrick Ponsford to Group CEO in July. In July, the board also appointed John French to the board as CEO of
Investment News. Since the year end, Patrick stepped down from the Board in February 2023 to join the Mark Allen Group
upon completion of the UK/Asia sale. Jon Kempster resigned as a director on 31 March 2023. Additionally, John French will
step down from the Board in June 2023 to join Key Media upon the completion of the US sale.
The Committee works to terms of reference approved on 27 June 2018. The Committee met formally 4 times during the year.
Time commitments
All Directors have been advised of the time required to fulfil the role prior to appointment and were asked to confirm that they
can make the required commitment before they were appointed. This requirement is also included in their letters of
appointment.
The Board is satisfied that the Chairman and each of the Non-executive Directors are able to devote sufficient time to the
Group’s business. There has been no significant change in the Chairman’s other time commitments since his appointment.
Development
The Company Secretary ensures that all Directors are kept abreast of changes in relevant legislation and regulations, with the
assistance of the Company’s advisers where appropriate, and it is a standing item on the Board’s agenda. Executive Directors
are subject to the Company’s performance development review process through which their performance against pre-
determined objectives is reviewed and their personal and professional development needs considered. Non-executive
Directors are encouraged to raise any personal development or training needs with the Chairman.
External appointments
In the appropriate circumstances, the Board may authorise Executive Directors to take non-executive positions in other
companies and organisations, provided the time commitment does not conflict with the Director’s duties to the Company,
since such appointments should broaden their experience.
The acceptance of appointment to such positions is subject to the approval of the Chairman.
Conflicts of interest
At each meeting the Board considers Directors’ conflicts of interest. The Company’s Articles of Association provide for the
Board to authorise any actual or potential conflicts of interest.
Independent professional advice
Directors have access to independent professional advice at the Company’s expense. In addition, they have access to the advice
and services of the Company Secretary who is responsible for advice on corporate governance matters to the Board.
Directors’ and officers’ liability insurance
The Company has purchased Directors’ and officers’ liability insurance during the period as allowed by the Company’s Articles.
Election of Directors
In accordance with the provisions of the Code, no Directors will stand for election at the Annual General Meeting.
Promotion of a corporate culture that is based on ethical values and behaviours
The Board monitors and promotes a healthy corporate culture and has considered how the culture is consistent with the
Company’s objectives, strategy and business model and with the description of principal risks and uncertainties.
Bonhill Group plc Annual Report & Financial Statements 2022
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The Board has considered and assessed the culture as being inclusive, transparent and collaborative with appropriate
behaviours. The Board is satisfied that the Company has a “speak up” culture and the Directors have observed this occurring
in practice during the year ended 31 December 2022. The Group has a Code of Conduct, an Anti-bribery and Corruption policy,
a Modern Slavery Statement and policies and procedures relating to whistleblowing stating the Company’s commitment to
conducting its business with honesty and integrity, its expectation that staff will maintain high standards, and encouraging
prompt disclosure of any suspected wrongdoing. The terms of reference of the Audit Committee include reviewing the
adequacy and security of the Company's arrangements for its employees and contractors to raise concerns, in confidence,
about possible wrongdoing in financial reporting or other matters and keeping under review the Company's procedures for
handling allegations from whistleblowers.
The Directors follow the guidance set out by Rule 21 of the AIM Rules relating to dealings by Directors in the Company’s
securities and, to this end, the Company has adopted an appropriate share dealing code.
Risk management and internal control
The Board is responsible for determining the nature and extent of significant risks that have an impact on the Group’s
operations, and for maintaining a risk management framework and internal control system. The Board is responsible for the
management of risk and has carried out a robust assessment of the principal risks and uncertainties affecting the Group’s
business, discussed how these affect operations, performance and solvency and what mitigating actions, if any, can be taken.
The Board is satisfied that effective risk management is embedded in the Group’s business and effective risk management and
related control systems are in place. The decision to put the company up for sale in December 2022 was a consequence of
these systems, particularly in relation to cash controls.
The Board has ultimate responsibility for the Group’s system of internal control and for reviewing its effectiveness. However,
any such system of internal control can provide only reasonable, but not absolute, assurance against material misstatement or
loss. The Board considers that the internal controls in place are appropriate for the size, complexity and risk profile of the
Group.
The principal elements of the Group’s internal control system include:
•
A schedule of matters reserved for the Board;
•
Close management of the day-to-day activities of the Group by the Executive Directors and other members of senior
management;
•
Monthly reports to the Board;
•
An organisational structure with defined levels of responsibility, which promotes entrepreneurial decision making and
rapid implementation whilst minimising risks;
•
A comprehensive annual budgeting process producing a detailed integrated profit and loss, balance sheet and cash
flow, which is approved by the Board;
•
Weekly cashflow reports
•
Detailed monthly reporting of performance against budget; and
•
Central control over key areas such as capital expenditure authorisation and banking facilities.
The Group continues to review its system of internal control to ensure compliance with best practice, whilst also having regard
to its size and the resources available. The Board considers that the introduction of an internal audit function is not appropriate
at this juncture.
Relations with shareholders
The Directors seek to develop their understanding of the expectations and motivations of the Company’s shareholders through
effective communication with them. The Board encourages regular interaction and communication with both private and
institutional shareholders and responds to shareholder queries in a timely manner. The Group maintains communication with
institutional shareholders through individual meetings with Executive Directors, particularly following publication of the
Group’s interim and full year results. Private shareholders are encouraged to attend the Annual General Meeting at which the
Group’s activities are considered and questions answered. General information about the Group is also available on the
Group’s website (www.bonhillplc.com). This includes an overview of activities of the Group and details of all recent Group
announcements. Where voting decisions are not in line with the Company’s expectations, the Board will engage with those
shareholders to understand and address any issues. The Company Secretary is the main point of contact for such matters and
the Non-Executive Chairman principally responsible for such communication, following the sale of the UK part of Bonhill PLC
to the Mark Allen Group in February 2023 and the sale of the US business to Key Media in May 2023 (completion to take place
June 2023).
Bonhill Group plc Annual Report & Financial Statements 2022
14
The Chairman and independent Non-executive Directors are available to discuss any matter stakeholders might wish to raise,
and the Chairman and independent Non-executive Directors will attend meetings with investors and analysts as required.
Investor relations activity and a review of the share register are standing items on the Board’s agenda.
Jonathan Glasspool
7 June 2023
Bonhill Group plc Annual Report & Financial Statements 2022
15
Remuneration Committee report
The Remuneration Committee is chaired by Laurie Benson; its other members during the year were Jon Kempster and
Jonathan Glasspool.
Dear Shareholder
Committee terms of reference
Under the terms of reference adopted on 27 June 2018, the Committee meets at least twice a year.
The Remuneration Committee has responsibility for making recommendations to the Board on the Company’s policy on the
remuneration of the Company’s Chief Executive, Executive Directors and for the determination, within agreed terms of
reference, of specific remuneration packages for each of the Executive Directors.
The remuneration and terms and conditions of appointment of the Non-executive Directors of the Company is set by the
Chairman and the Executive Directors.
The terms of reference of the Committee cover such issues as membership and frequency of meetings, together with the role
of the Company Secretary and the requirements of notice of, and quorum for, and the right to attend, meetings, including the
ability of the Committee to invite non-members to attend meetings of the Committee, and, if considered appropriate, the
appointment of independent remuneration consultants.
The duties of the Remuneration Committee include determining and monitoring policy on, and setting levels of, remuneration,
contracts of employment, early termination, performance-related pay and bonuses, pension arrangements, share incentive
schemes, grants of awards under any share option scheme adopted by the Company, reporting and disclosure. The terms of
reference also set out the reporting responsibilities and the authority of the Committee to exercise its duties. The Committee
is required to conduct an annual assessment of its compliance with its terms of reference and of its effectiveness. This
assessment had been due to take place in early 2023 but given the strategic review and subsequent decision to divest company
assets, the review has been postponed. The annual report sets out the remuneration paid to Directors, including bonus
payments and long-term incentives during the year ending 31 December 2022, in note 6 to the financial statements.
Executive reward scheme
The reward scheme for the Company is designed to be performance focused, whereby management’s objectives are fully
aligned to shareholders’ interests in achieving growth and shareholder value. The reward scheme aspires to attract and retain
the highest quality individuals who will contribute fully to the success of the Group. The scheme includes salary, bonus and
participation in the share option scheme. Reflecting Company performance, the threshold performance targets were not met
and no bonus was payable for the year to 31 December 2022.
Share Option Scheme
During the year, and following the announcement of the strategic review, the Committee granted options over a total of
6,000,000 new ordinary shares of 1 penny each to the following executive Directors and certain members of its senior
management team:
Name
Position held
Number of Ordinary
Shares over which New
Options granted
Resulting total number of
Ordinary Shares over
which total options
currently held
Patrick Ponsford
Group CEO
500,000
2,000,000
John French
Executive Director
1,500,000
1,500,000
Certain members of senior
management team
-
4,000,000
4,000,000
6,000,000
7,500,000
The New Options were granted under the Bonhill Group 2018 Employee Share Option Plan (the “Plan”) and have an exercise
price of 5.75p per share, being the closing mid-price per Ordinary Share on 6 October 2022, the last dealing day prior to the
Date of Grant. The New Options were granted as EMI tax favoured options or non-tax favoured options as relevant.
Bonhill Group plc Annual Report & Financial Statements 2022
16
The New Options were expected to vest and become exercisable from the second anniversary of the Date of Grant, subject to
the grantee’s continued service within the Group (save for good leavers) and a performance condition being met, however
post the year end and with the exchange of contracts on the UK/US/Asia sales, it is unlikely that these will now vest.
Many previously granted share options either lapsed or were cancelled during the year, so at the year end, the only options
outstanding were the New Options, as outlined above, together with existing options held by Sarah Thompson, Group CFO,
over 2 million Ordinary Shares at an exercise price of 1p per share and existing options held by Patrick Ponsford, Group CEO,
over 1.5 million Ordinary Shares at an exercise price of 1p per share.
The Committee appointed FIT Remuneration Consultants LLP (“FIT”) to provide independent advice to the Remuneration
Committee and to assist the Committee in reviewing the operation of the scheme. FIT is a member of the Remuneration
Consultants Group and a signatory to its Code of Conduct. FIT has no connection to the Group that could impair its
independence.
Details of Directors’ interests in share options are presented at note 7 to the financial statements.
Directors’ remuneration in the year to 31 December 2022
The table below sets out the single figure for the total remuneration received by the Executive Directors and Non-executive
Directors who served in the year. No Director participated in any decision on their own remuneration.
£’000
Year ended 31
December
Basic Salary
Bonus
Pension
Total
Executive Directors
Patrick Ponsford
2022
80
15
7
175
2021
-
-
-
-
Sarah Thompson
2022
90
-
10
100
2021
147
-
17
164
John French
2022
106
-
-
106
2021
-
-
-
-
Simon Stilwell *
2022
149
-
15
164
2021
195
-
20
215
Non-executive Directors
Jonathan Glasspool**
2022
50
15
-
65
2021
30
-
-
30
Jon Kempster
2022
30
-
-
30
2021
30
-
-
30
Richard Staveley***
2022
31
-
-
31
2021
-
-
-
-
Laurie Benson
2022
30
-
-
30
2021
-
-
-
-
Neil Sachdev
2022
-
-
-
-
2021
20
-
-
20
Anne Donoghue
2022
-
-
-
-
2021
23
-
-
23
Total
2022
566
30
32
628
2021
445
-
37
482
* Simon Stilwell receives cash in lieu of pension contributions.
** Jonathan Glasspool was awarded a bonus of £15,000 for his temporary role as Interim Executive Chairman in 2022.
*** Richard Staveley’s remuneration includes the two weeks of 2021 since his appointment on 16 December.
Laurie Benson
7 June 2023
Bonhill Group plc Annual Report & Financial Statements 2022
17
Directors’ report
The Directors submit their report and the audited financial statements of Bonhill Group plc for the year ended 31 December
2022.
Results and dividends
The results for the year are set out on page 24. The Directors do not recommend the payment of a dividend.
Future developments
Future developments of the Group are disclosed earlier in this report.
Financial risk management
Financial risks are considered and disclosed in note 18 to the financial statements.
Directors
The following Directors have held office since 1 January 2022:
Jonathan Glasspool, Non-executive Chairman
Patrick Ponsford, Chief Executive Officer
(appointed 13 July 2022, resigned 28 February 2023)
Sarah Thompson, Chief Financial Officer
John French, Chief Executive Officer (IN LLC)
(appointed 13 July 2022)
Jon Kempster, Non-executive Director
(resigned 31 March 2023)
Richard Staveley, Non-Independent Non-executive Director
Laurie Benson, Non-executive Director
(appointed 18 January 2022)
Simon Stilwell, Chief Executive
(resigned 6 April 2022)
Capital structure
Refer to note 18 of the accounts for details on the capital structure of the Company.
Directors’ interests in ordinary shares
Interests of Directors who held office as at 31 December 2022 in the ordinary shares of the Company were as follows:
As at 31 December 2022
Ordinary shares of 1p
each
Number
As at 31 December 2021
Ordinary shares of 1p
each
Number
J Glasspool
586,142
382,857
J Kempster (resigned 31 March 2023)
75,884
68,986
L Benson
53,792
-
S Stilwell (resigned 6 April 2022)
3,779,050
3,185,500
Employees
The Group recognises the importance of its employees and encourages internal communications with all staff. The Group has
regular updates to advise employees regarding the Group’s objectives and performance. The Group operates an open-door
policy to encourage all staff to discuss with management any concerns they may have relating to the business.
Corporate Governance
The Corporate Governance statement is set out on page 8.
Directors’ and officers’ liability insurance
The Group maintains liability insurance covering the Directors and officers of the Company.
Statement as to disclosure of information to the auditor
So far as the Directors are aware, there is no relevant audit information of which the Company’s auditor is unaware, and each
Director has taken all the steps that they ought to have taken as a Director to make themselves aware of any relevant audit
information and to establish that the Company’s auditor is aware of that information.
Bonhill Group plc Annual Report & Financial Statements 2022
18
Streamlined energy and carbon reporting
The Group has chosen not to report data from any of its UK subsidiary undertakings as none of them are large companies and,
therefore, are not required to report such information on a stand-alone basis. The parent company is exempt from reporting as
given the nature of its activities it is a low energy user consuming less than 40MWh during the year.
Principal risks and uncertainties
Due to the activity that has taken place post the year end and the proposal to enter into a members voluntary liquidation in
2023, the Directors have elected not to disclose a formal risk register in this report.
Going Concern
On 10 October 2022, the Group announced a Strategic Review and Formal Sale Process of the business. Details of this process
can be found in the Chairman’s review on page 3. As such, management have not deemed it appropriate to prepare the
accounts on a going concern basis due to the intention to cease trading under Bonhill Group Plc in 2023. Instead, the accounts
have been prepared on a “break-up” basis. See note 1 for more information.
On behalf of the Board
Jonathan Glasspool
Chairman
7 June 2023
Bonhill Group plc Annual Report & Financial Statements 2022
19
Directors’ responsibilities for the preparation of the financial statements
The Directors are responsible for preparing the annual report and the financial statements in accordance with applicable laws
and regulations.
Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have
elected to prepare the Group and Company financial statements in accordance with International Financial Reporting
Standards (IFRSs) as adopted by the United Kingdom. Under company law the Directors must not approve the financial
statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and Company and of
the profit or loss of the Group and Company for that period. The Directors are also required to prepare financial statements in
accordance with the rules of the London Stock Exchange for companies trading securities on AIM.
In preparing these financial statements, the Directors are required to:
•
select suitable accounting policies and then apply them consistently;
•
make judgements and accounting estimates that are reasonable and prudent;
•
state whether they have been prepared in accordance with IFRSs as adopted by the United Kingdom, subject to any
material departures disclosed and explained in the financial statements; and
•
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company
will continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company’s
transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to
ensure that the financial statements comply with the requirements of the Companies Act 2006. They are also responsible for
safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and
other irregularities.
Website publication
The Directors are responsible for ensuring the annual report and the financial statements are made available on a website.
Financial statements are published on the Company's website in accordance with legislation in the United Kingdom governing
the preparation and dissemination of financial statements, which may vary from legislation in other jurisdictions. The
maintenance and integrity of the Company's website is the responsibility of the Directors. The Directors' responsibility also
extends to the ongoing integrity of the financial statements contained therein.
Bonhill Group plc Annual Report & Financial Statements 2022
20
Independent auditor’s report to the members of Bonhill Group Plc
Opinion
We have audited the financial statements of Bonhill plc (the ‘parent company’) and its subsidiaries (the ‘group’) for the year
ended 31 December 2022 which comprise the Consolidated Statement of Comprehensive Income, the Consolidated and
Company Statements of Financial Position, the Consolidated and Company Statements of Changes in Equity, the
Consolidated and Company Statements of Cash Flows and the related notes to the financial statements, including a
summary of significant accounting policies.
The financial reporting framework that has been applied in their preparation is applicable law and UK adopted international
accounting standards.
In our opinion the financial statements:
•
give a true and fair view of the state of the group’s and of the parent company’s affairs as at 31 December 2022
and of the group’s loss for the year then ended;
•
have been properly prepared in accordance with UK adopted international accounting standards;
•
have been prepared in accordance with the requirements of the Companies Act 2006
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our
responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial
statements section of our report. We are independent of the group and parent company in accordance with the ethical
requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard as
applied to listed entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We
believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Emphasis of Matter – financial statements prepared on a basis other than going concern
We draw attention to note 1 of the financial statements, which describes the Strategic Review and Formal Sale Process of
the business. As such, management have not deemed it appropriate to prepare the accounts on a going concern basis due
to the intention to cease trading under Bonhill Group Plc in 2023.
Our opinion is not modified in respect of this matter.
Our approach to the audit
We adopted a risk-based audit approach. We gained a detailed understanding of the group’s business, the environment it
operates in and the risks it faces.
The key elements of our audit approach were as follows:
In order to assess the risks identified, the engagement team performed an evaluation of identified components and to
determine the planned audit responses based on a measure of materiality, calculated by considering the significance of
components as a percentage of the group’s total revenue and profit before taxation and the group’s total assets.
From this, we determined the significance of each component to the group as a whole and devised our planned audit
response. In order to address the audit risks described in the key audit matters section which were identified during our
planning process, we performed a full-scope audit of the financial statements of the parent company, Bonhill Media UK
Limited, and Investment News LLC. The operations that were subject to full-scope audit procedures made up 91% of
consolidated revenues and 80% of aggregated absolute results after tax. Entities subject to review-scope audit procedures
made up 9% of the consolidated revenue and 1% of consolidated loss after tax. We applied analytical procedures to the
Statements of Financial Position and Income Statements of the entities comprising the remaining operations of the group,
focusing on applicable risks identified as above, and their significance to the group’s balances.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the
financial statements of the current year and include the most significant assessed risks of material misstatement (whether
or not due to fraud) we identified, including those which had the greatest effect on the overall audit strategy, the allocation
Bonhill Group plc Annual Report & Financial Statements 2022
21
of resources in the audit, and directing the efforts of the engagement team. These matters were addressed in the context
of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate
opinion on these matters.
Risk Description
Our response to the risk
Revenue recognition:
As detailed in note 1 to the financial statements,
Summary of significant accounting policies, the
Group’s revenue is generated from a number of
streams, as follows:
•
advertising,
•
subscriptions,
•
event revenues, and
•
research.
Under ISA 240 there is a presumed risk that
revenue is misstated due to fraud. We assess the
main areas of risk to be manual adjustments
between order and invoice values and the risk
that revenue may not be recognised in the
correct period.
We have assessed accounting policies for
consistency and appropriateness with the
financial reporting framework and in particular
that revenue was recognised when performance
obligations were fulfilled. In addition, we
reviewed for the consistency of application as
well as the basis of any recognition estimates.
We have obtained an understanding of processes
through which the businesses initiate, record,
process and report revenue transactions.
We performed walkthroughs of the processes as
set out by management, to ensure controls
appropriate to the size and nature of operations
are
designed
and
implemented
correctly
throughout the transaction cycle.
A sample of revenue transactions have been
reviewed and vouched to invoice, order, and
nominal posting.
A complete listing of journals posted to revenue
nominal codes has been obtained. We have
tested unexpected manual adjustments to
supporting evidence on a sample basis.
We performed cut-off procedures to test
transactions around the year end and verified a
sample of revenue to originating documentation
to provide evidence that transactions were
recorded in the correct year.
Our procedures did not identify any material
misstatements in the revenue recognised during
the year.
Our application of materiality
We apply the concept of materiality in planning and performing our audit, in determining the nature, timing and extent of
our audit procedures, in evaluating the effect of any identified misstatements, and in forming our audit opinion.
The materiality for the group financial statements as a whole was set at £149,000. This has been determined with reference
to the benchmark of the group’s revenue which we consider to be an appropriate measure for a group of companies such
as these. Materiality represents 1% of group revenue. Performance materiality has been set at 75% of group materiality.
The materiality for the parent company financial statements as a whole was set at £134,000 and performance materiality
represents 75% of materiality. This has been determined with reference to the parent company’s net assets, which we
consider to be an appropriate measure for a holding company with investments in trading subsidiaries, and capped at 90%
of overall group materiality. Materiality represents 1.2% of net assets as presented on the face of the parent company’s
Balance Sheet.
Other information
The other information comprises the information included in the annual report, other than the financial statements and
Bonhill Group plc Annual Report & Financial Statements 2022
22
our auditor’s report thereon. The directors are responsible for the other information included in the annual report. Our
opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly
stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent with the financial
statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If we identify such
material inconsistencies or apparent material misstatements, we are required to determine whether there is a material
misstatement in the financial statements or a material misstatement of the other information. If, based on the work we
have performed, we conclude that there is a material misstatement of this other information, we are required to report
that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
•
the information given in the strategic report and the directors’ report for the financial year for which the financial
statements are prepared is consistent with the financial statements; and
•
the strategic report and the directors’ report have been prepared in accordance with applicable legal
requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and the parent company and their environment obtained in
the course of the audit, we have not identified material misstatements in the strategic report or the directors’ report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to
report to you if, in our opinion:
•
adequate accounting records have not been kept by the parent company, or returns adequate for our audit have
not been received from branches not visited by us; or
•
the parent company financial statements are not in agreement with the accounting records and returns; or
•
certain disclosures of directors’ remuneration specified by law are not made; or
•
we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the directors’ responsibilities statement set out on page 19, the directors are responsible for the
preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal
control as the directors determine is necessary to enable the preparation of financial statements that are free from material
misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for
assessing the group’s and the parent company’s ability to continue as a going concern, disclosing, as applicable, matters
related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the
group the parent company or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable
assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will
always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered
material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users
taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with
our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent
to which our procedures are capable of detecting irregularities, including fraud, is detailed below:
Our assessment focused on key laws and regulations the group and parent company have to comply with and areas of the
financial statements we assessed as being more susceptible to misstatement. These key laws and regulations included but
were not limited to compliance with the Companies Act 2006, AIM listing rules, UK adopted international accounting
standards and relevant tax legislation in the jurisdictions in which the group operates.
Our approach to detecting irregularities included, but was not limited to, the following:
Bonhill Group plc Annual Report & Financial Statements 2022
23
•
obtaining an understanding of the legal and regulatory framework applicable to the group and parent company
and how the group and parent company is complying with that framework by making enquiries of management,
those responsible for legal and compliance procedures and the Company Secretary. We corroborated our
enquiries through review of board minutes for instances of non-compliance;
•
obtaining an understanding of the group and parent company’s policies and procedures and how the group and
parent company has complied with these, through discussions and sample testing of controls;
•
obtaining an understanding of the group and parent company’s risk assessment process, including the risk of fraud;
•
designing our audit procedures to respond to our risk assessment; and,
•
performing audit testing over the risk of management override of controls, including testing of journal entries
and other adjustments for appropriateness with a focus on manual journals and those posted directly to the
consolidation that increased revenue or that reclassified costs from the statement of comprehensive income to
the balance sheet, evaluating the business rationale of significant transactions outside the normal course of
business and reviewing accounting estimates for bias specifically those in relation to goodwill and development
costs intangible assets.
.
Whilst considering how our audit work addressed the detection of irregularities, we also consider the likelihood of detection
based on our approach.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading
to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that
compliance with law or regulation is removed from the events and transactions reflected in the financial statements, as we
will be less likely to become aware of non-compliance. The risk is also greater regarding irregularities occurring due to fraud
rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. We are not
responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.
The engagement partner determined that the engagement team collectively had the appropriate competence and
capabilities to identify and recognise non-compliance with laws and regulations through the following:
•
understanding of, and practical experience with, audit engagement of a similar nature and complexity, through
appropriate training and participation; and
•
knowledge of the industry in which the client operates.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting
Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Use of our report
This report is made solely to the parent company’s members, as a body, in accordance with Chapter 3 of Part 16 of the
Companies Act 2006. Our audit work has been undertaken so that we might state to the parent company’s members those
matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted
by law, we do not accept or assume responsibility to anyone other than the parent company and the parent company’s
members as a body, for our audit work, for this report, or for the opinions we have formed.
Melanie Hopwell (Senior Statutory Auditor)
For and on behalf of Cooper Parry Group Limited
Statutory Auditor
Sky View
Argosy Road
East Midlands Airport
Castle Donington
Derby
DE74 2SA
7 June 2023
Bonhill Group plc Annual Report & Financial Statements 2022
24
Consolidated statement of comprehensive income
for the year ended 31 December 2022
Notes
Year ended 31
December
2022
£’000
Year ended 31
December
2021
£’000
Revenue
2
14,913
16,360
Cost of sales
(4,071)
(4,064)
Gross Profit
10,842
12,296
Operating Expenses
3
(12,263)
(12,272)
Adjusted EBITDA
(1,421)
24
Amortisation of lease asset
15
(634)
(673)
Internal amortisation and impairment
10
(4,137)
(7,463)
Depreciation
11
(119)
(130)
Share based payments
19
97
(87)
Gain/loss on disposal
589
-
Restructuring costs
3
(544)
-
Operating Loss
(6,169)
(8,329)
Finance costs
7
(102)
(146)
Loss before tax
(6,271)
(8,475)
Tax
8
(280)
395
Loss for the period
(6,551)
(8,080)
Other comprehensive income:
Items that may be reclassified subsequently to profit or loss:
Exchange differences on translating foreign operations
596
129
Total comprehensive loss for the year
(5,955)
(7,951)
Basic loss per share attributable
to the owners of the parent
9
(5.49)p
(8.2)p
Diluted loss per share attributable to the owners of the parent
9
(5.49)p
(7.24)p
Under IFRS 5, all operations of the business, both in the financial statements and notes on pages 31 to 52, are classed as
discontinued. The notes form an integral part of these financial statements.
Bonhill Group plc Annual Report & Financial Statements 2022
25
Consolidated statement of financial position
as at 31 December 2022
Notes
31 December
2022
£’000
31 December
2021
£’000
Non-current assets
Goodwill
10
-
4,810
Other intangible assets
10
-
6,624
Property, plant and equipment
11
-
103
Deferred tax asset
8
-
292
Right-of-use asset
15
-
2,140
-
13,969
Current assets
Trade and other receivables
13
2,071
3,288
Cash and cash equivalents
1,270
1,372
Goodwill
10
3,548
-
Property, plant and equipment
11
54
-
Right-of-use asset
15
2,174
-
Current tax asset
53
-
Assets held for sale
10
4,509
-
13,679
4,660
Total assets
13,679
18,629
Non-current liabilities
Deferred tax liability
8
-
(348)
Borrowings
16
-
(81)
Lease financial liability
15
-
(1,686)
-
(2,115)
Current liabilities
Trade and other payables
14
(2,935)
(3,366)
Borrowings
16
(690)
(19)
Lease financial liability
15
(2,316)
(619)
Deferred tax liability
8
(308)
-
Current tax liability
8
-
(1)
(6,249)
(4,005)
Total liabilities
(6,249)
(6,120)
Net assets
7,430
12,509
Equity
Share capital
18
1,193
986
Share premium account
18
2,525
1,759
Share-based payment reserve
19
249
346
Merger reserve
1,976
1,976
Other reserves
104
104
Retained earnings
1,330
7,881
Foreign exchange reserve
53
(543)
Total equity attributable to owners of the parent
7,430
12,509
The notes on pages 31 to 52 form an integral part of these financial statements. The financial statements on pages 24 to 52
were approved and authorised to issue by the Board and signed on its behalf on 7 June 2023
Jonathan Glasspool
Chairman
7 June 2023
Bonhill Group plc Annual Report & Financial Statements 2022
26
Company statement of financial position
as at 31 December 2022
Notes
31 December
2022
£’000
31 December
2021
£’000
Non-current assets
Other intangible assets
10
-
-
Property, plant and equipment
11
-
62
Deferred tax asset
8
-
34
Right-of-use asset
15
-
330
Investment in subsidiaries
12
-
11,139
-
11,565
Current assets
Trade and other receivables
13
906
1,385
Cash and cash equivalents
261
187
Property, plant and equipment
11
9
-
Right-of-use asset
15
512
-
Investment in subsidiaries
12
5,097
-
6,785
1,572
Total assets
6,785
13,137
Non-current liabilities
Borrowings
16
-
(40)
Deferred tax liability
8
-
-
-
(40)
Current liabilities
Trade and other payables
14
(677)
(1,802)
Borrowings
16
(649)
(10)
Lease finance liability
15
(425)
(300)
(1,751)
(2,112)
Total liabilities
(1,751)
(2,152)
Net assets
5,034
10,985
Equity
Share capital
18
1,193
986
Share premium account
18
2,525
1,759
Share-based payment reserve
19
249
346
Merger reserve
1,976
1,976
Other reserves
104
104
Retained (deficit)/ earnings
(1,013)
5,814
Total equity attributable to owners of the parent
5,034
10,985
The financial statements consolidate the accounts of Bonhill Group plc and all of its subsidiary undertakings (‘subsidiaries’).
Intra-group sales and profits are eliminated fully on consolidation. The Company has elected to take the exemption under
section 408 of the Companies Act 2006 not to present the Company statement of comprehensive income. The loss for the
parent Company for the year was £0.8 million (31 December 2021: £4.7 million).
The notes on pages 31 to 52 form an integral part of these financial statements. The financial statements on pages 24 to 52
were approved and authorised to issue by the Board and signed on its behalf on 7 June 2023.
Jonathan Glasspool
Chairman
7 June 2023
Bonhill Group plc Annual Report & Financial Statements 2022
27
Consolidated statement of changes in equity
for the year ended 31 December 2022
Share
capital
£’000
Share
premium
£’000
Share-
based
payment
reserve
£’000
Merger
reserve
£’000
Other
reserves
£’000
Retained
earnings
£’000
Foreign
exchange
reserve
£’000
Total
£’000
Balance as at 31 December 2020
986
1,759
245
1,976
104
16,011
(672)
20,409
-
-
-
-
-
Loss for the period
-
-
-
-
-
(8,080)
-
(8,080)
Other comprehensive income
-
-
-
-
-
-
129
129
Total comprehensive loss for the
period
-
-
-
-
-
(8,080)
129
(7,951)
Transactions with owners in their
capacity as owners:
Share option charge
-
-
101
-
-
-
-
101
Other movements
-
-
-
-
-
(50)
-
(50)
Balance as at 31 December 2021
986
1,759
346
1,976
104
7,881
(543)
12,509
Loss for the year
-
-
-
-
-
(6,551)
-
(6.551)
Other comprehensive income
-
-
-
-
-
-
596
596
Total comprehensive loss for the
year
-
-
-
-
-
(6,551)
596
(5,955)
Transactions with owners in their
capacity as owners:
Issue of share capital
207
932
-
-
-
-
-
1,139
Share issue costs
-
(166)
-
-
-
-
-
(166)
Share option charge
-
-
(97)
-
-
-
-
(97)
Balance as at 31 December 2022
1,193
2,525
249
1,976
104
1,330
53
7,430
Bonhill Group plc Annual Report & Financial Statements 2022
28
Company statement of changes in equity
for the year ended 31 December 2022
Share
capital
£’000
Share
premium
£’000
Share-
based
payment
reserve
£’000
Merger
reserve
£’000
Other
reserves
£’000
Retained
earnings
£’000
Total
£’000
Balance as at 31 December 2020
986
1,759
245
1,976
104
10,498
15,568
Loss for the period
-
-
-
-
-
(4,687)
(4,687)
Other comprehensive income
-
-
-
-
-
3
3
Total comprehensive loss for the
period
-
-
-
-
-
(4,684)
(4,684)
Transactions with owners in their
capacity as owners:
Share option charge
-
-
101
-
-
-
101
Balance as at 31 December 2021
986
1,759
346
1,976
104
5,814
10,985
Profit / (loss) for the year
-
-
-
-
-
(6,827)
(6,827)
Total comprehensive loss for the year
-
-
-
-
-
(6,827)
(6,827)
Transactions with owners in their
capacity as owners:
Issue of share capital
207
932
-
-
-
-
1,139
Share issue costs
-
(166)
-
-
-
-
(166)
Share option charge
-
-
(97)
-
-
-
(97)
Balance as at 31 December 2022
1,193
2,525
249
1,976
104
(1,013)
5,034
Bonhill Group plc Annual Report & Financial Statements 2022
29
Consolidated statement of cash flows
for the year ended 31 December 2022
Year ended
31 December
2022
£’000
Year ended
31 December
2021
£’000
Cash generated from operations
(797)
426
Interest paid
(93)
(123)
Taxation paid
(17)
476
Net cash (used in) / generated from operating activities
(907)
779
Investing activities
Purchases of property, plant and equipment
(67)
(49)
Purchases of intangible assets
-
(24)
Restructuring costs
46
Net cash used in investing activities
(21)
(73)
Financing activities
Proceeds from issue of ordinary shares
973
-
Repayment of borrowings
(19)
(988)
Lease repayments
(616)
(629)
Government (C-19 & PPP) funding received
-
920
Borrowings received
600
50
Net cash generated from / (used in) financing activities
938
(647)
Foreign exchange revaluation loss
(112)
(30)
Net (decrease)/ increase in cash and cash equivalents
(102)
29
Cash and cash equivalents at the beginning of the period
1,372
1,343
Cash and cash equivalents at the end of the period
1,270
1,372
The Group consists of entities with functional currencies of GBP, USD, SGD and HKD.
As explained in note 1 to the financial statements on page 31, these financial statements have been prepared under IFRS 5 and
therefore all cash flows are from discontinued operations.
Bonhill Group plc Annual Report & Financial Statements 2022
30
Company statement of cash flows
for the year ended 31 December 2022
Year ended
31 December
2022
£’000
Year ended
31 December
2021
£’000
Cash used in operations
(945)
(127)
Interest paid
(23)
(11)
Taxation paid
-
476
Net cash (used in) / generated from operating activities
(968)
338
Investing activities
Purchases of property, plant and equipment
(11)
(48)
Purchases of intangible assets
-
(5)
Restructuring costs
(187)
-
Net cash used in investing activities
(198)
(53)
Financing activities
Proceeds from issue of ordinary shares
973
-
Receipt of borrowings
600
-
Repayment of borrowings
(1)
Repayment of lease liability
(333)
(246)
Net cash generated from / (used in) financing activities
1,239
(246)
Net increase in cash and cash equivalents
73
39
Cash and cash equivalents at the beginning of the period
187
148
Cash and cash equivalents at the end of the period
260
187
Notes to the cash flow statement
Reconciliation of loss after tax to cash flows used in operations
Group
Company
Year ended
31 December
2022
£’000
Year ended
31 December
2021
£’000
Year ended
31 December
2022
£’000
Year ended
31 December
2021
£’000
Loss after tax
(6,551)
(8,080)
(6,827)
(8,080)
Adjustments for:
Tax
280
(395)
-
(395)
Finance costs
102
146
23
146
Amortisation and impairment
4,771
8,135
6,316
8,135
Depreciation of property, plant and equipment
119
130
23
130
Share-based payment charge
(97)
101
(97)
101
PPP loan forgiveness
-
(931)
-
(931)
Gain on disposal
(589)
-
-
-
Restructuring costs
544
-
189
-
Operating cash flows before movements in working
capital
(1,421)
(894)
(373)
(894)
Movement in receivables
1,565
1,308
3
1,308
Movement in payables
(941)
12
(183)
12
Movement in intragroup transactions*
-
(390)
Cash flows generated from / (used in) operations
(797)
426
(945)
426
*On 1 January 2022 the assets and trade of Bonhill Group Plc were transferred to Bonhill Media UK Limited.
Bonhill Group plc Annual Report & Financial Statements 2022
31
Notes to the financial statements
for the Year ended 31 December 2022
Bonhill Group plc is a public limited company incorporated in the United Kingdom, whose shares are publicly traded on the
AIM market. The Company is registered and domiciled in England and its principal place of business is 29 Clerkenwell Road,
London EC1M 5RN.
1. Significant accounting policies
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have
been consistently applied to all periods presented, unless otherwise stated.
The consolidated financial statements are presented in GBP, which is also the Group’s presentational currency.
Amounts are rounded to the nearest thousand, unless otherwise stated.
Basis of preparation
The financial statements of Bonhill Group plc have been prepared in accordance with International Financial Reporting
Standards as adopted by the United Kingdom and IFRIC interpretations (IFRS) and the Companies Act 2006 applicable to
companies reporting under IFRS. The financial statements have been prepared under the historical cost convention.
The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also
requires management to exercise its judgement in the process pf applying the accounting policies.
On 10 October 2022, the Group announced a Strategic Review and Formal Sale Process of the business. Details of this process
can be found in the Chairman’s statement on page 3. As such, management have not deemed it appropriate to prepare the
accounts on a going concern basis due to the intention to cease trading under Bonhill Group Plc in 2023. Instead, the accounts
have been prepared on a “break-up” basis. Both the sales of the UK/Asia and US business were asset sales and therefore the
only assets with a book value that were purchased were intangible assets (customer relationships and brand). As such, these
items have been reclassified in the Balance Sheet at 31 December 2022 to current assets – “assets held for sale”. All other non-
current assets and non-current liabilities have been reclassified as “current”. Under IFRS 5, all operations of the business, both
in the financial statement and notes on pages 31 to 52, are classed as discontinued. It is the intention of the Board to enter
into a members’ voluntary liquidation post returning substantially all of the remaining funds to shareholders, subject to
shareholder approval.
Consolidation
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.
Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used in
line with those used by the Group.
The consolidated financial statements incorporate the results of business combinations using the acquisition method. In the
statement of financial position, the acquiree’s identifiable assets, liabilities and contingent liabilities are initially recognised at
their fair values at the acquisition date. The results of acquired operations are included in the consolidated statement of
comprehensive income from the date on which control is obtained. They are deconsolidated from the date on which control
ceases.
Goodwill arising on acquisition is recognised as an asset and initially measured at cost, being the excess of the cost of the
business combination over the Group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities
recognised.
All subsidiaries have an accounting reference date of 31 December 2022.
Subsidiaries
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.
Foreign exchange
Bonhill Group plc Annual Report & Financial Statements 2022
32
Transactions entered into by Group entities in a currency other than the currency of the primary economic environment in
which they operate (their “functional currency”) are recorded at the rates ruling when the transactions occur. Foreign currency
monetary assets and liabilities are translated at the rates ruling at the reporting date.
On consolidation, the results of overseas operations are translated into GBP at rates approximating to those ruling when the
transactions took place. All assets and liabilities of overseas operations, including goodwill arising on the acquisition of those
operations, are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net
assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income and
accumulated in the foreign exchange reserve.
Revenue
Revenue represents the fair value, net of value added tax, of consideration received or receivable, for goods sold and services
provided to customers. There are five income streams recognised within revenue:
Advertising (traditional)
Revenue is recognised when the relevant publication is printed (performance obligation as defined).
Advertising (online)
Revenue is recognised over the period over which the campaign runs i.e. over time.
Subscriptions
Subscription contracts have distinct performance obligations over the period of the subscription. Revenue is therefore
recognised evenly on a time basis over the subscription period.
Event revenues
Event revenue is recognised in the period the events are held.
Research
Revenue is recognised immediately on purchases or in line with a bespoke contract.
In each case, customers may be invoiced in advance of income recognition, in which case the proportion of invoiced income
relating to subsequent periods is included in deferred income.
Where revenue is recognised on an over time basis, an output method is used to determine the revenue recognised. Point in
time performance obligations are determined to be met through either the performance of the agreed service or through
online or physical distribution. Where a contract is for multiple revenue streams, the allocation of transaction price is agreed
at point of contract.
The Group has a policy of 30 day payment terms.
For executive management purposes, the business has three reportable segments. Segmental analysis has been performed in
note 3.
During the period, no individual customer accounted for more than 10% of the reported revenue.
Share-based payments
The Group issues equity-settled share-based payments to full-time employees. Equity-settled share-based payments are
measured at the fair value at the date of grant. The fair value determined at the grant date of the equity-settled share-based
payments is expensed on a straight-line basis over the vesting period, based on the Group’s estimate of shares that will
eventually vest. 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.
Where equity instruments are granted to persons other than employees, the consolidated statement of comprehensive income
is charged with the fair value of goods and services received.
Intangible assets
Goodwill
Goodwill represents the excess of the cost of an acquisition over the fair value of the Group’s share of the identifiable assets
and liabilities of the acquired subsidiary at the date of acquisition.
Bonhill Group plc Annual Report & Financial Statements 2022
33
Goodwill, with an indefinite useful life, is tested annually for impairment and carried at cost less accumulated impairment
losses. Any impairment charge is recognised in administrative expenses within the statement of comprehensive income in the
year in which it occurs. Impairment losses on goodwill are not reversed. Gains and losses on the disposal of an entity include
the carrying amount of goodwill relating to the entity sold.
Website development costs
Website development costs are accounted for in accordance with IAS 38. Expenditure on internally developed products is
capitalised if it can be demonstrated that:
•
it is technically feasible to develop the product for it to be sold;
•
adequate resources are available to complete the development;
•
there is an intention to complete and sell the product;
•
the Group is able to sell the product;
•
sale of the product will generate future economic benefits; and
•
expenditure on the project can be measured reliably.
Capitalised development costs are amortised over the periods the Group expects to benefit from selling the products
developed. The amortisation expense is included within administrative expenses in the consolidated statement of
comprehensive income. Website development costs are amortised over three years.
Development expenditure not satisfying the above criteria and expenditure on the research phase of internal projects are
recognised in the consolidated statement of comprehensive income as incurred.
Software
The Group only capitalises internally generated costs from the configuration and capitalisation of SaaS projects when it is able
to obtain economic benefits from the activities independent from the SaaS solution itself in accordance with IAS38.
Amortisation is charged over their estimated useful economic lives, using the straight-line method:
Software
5 years straight line
Brand
The fair values of identifiable brands are capitalised in accordance with IFRS 3, measured at acquisition fair value. Amortisation
is charged over their estimated useful economic lives, using the straight-line method, on the following bases:
Brands
10 years straight line
Customer relationships
The fair values of identifiable customer relationships are capitalised in accordance with IFRS 3, measured at acquisition fair
value. Amortisation is charged over their estimated useful economic lives, using the straight-line method:
Customer relationships
7 years straight line
Impairment of non-current assets excluding deferred tax assets
At each reporting date, the Group reviews the carrying amounts of its tangible and intangible assets to determine whether
there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount
of the asset is estimated in order to determine the extent of the impairment loss (if any). 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 in the
impairment of intangible assets line in the consolidated statement of comprehensive income as an expense immediately.
Investments
Investments are stated at cost less any provision for impairment in value.
Property, plant and equipment
Items of property, plant and equipment are stated at cost of acquisition or production cost less accumulated depreciation and
impairment losses. Depreciation is charged so as to write off the cost of assets over their estimated useful lives, using the
straight-line method, on the following bases:
Bonhill Group plc Annual Report & Financial Statements 2022
34
Fixtures, fittings and equipment
3 years straight line
Current and deferred taxation
Current tax is the expected tax payable on taxable income for the year, using tax rates enacted or substantively enacted at the
reporting date, and any adjustments to tax payable in respect of previous years.
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and
liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profits (‘temporary
differences’) and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for
all taxable temporary differences. Where there are taxable temporary differences arising on subsidiaries, deferred tax liabilities
are recognised except where the Group is able to control the reversal of temporary differences and it is probable that the
temporary differences will not reverse in the foreseeable future.
Deferred tax assets are generally recognised to the extent that it is probable that taxable profits will be available against which
deductible temporary differences can be utilised. Where there are deductible temporary differences arising on subsidiaries,
deferred tax assets are recognised only where it is probable that they will reverse in the foreseeable future and taxable profits
will be available against which the temporary differences can be utilised.
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer
probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.
Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is
realised, based upon tax rates that have been enacted or substantively enacted by the reporting date. Deferred tax is charged
or credited to profit or loss, except when it relates to items charged or credited directly to other comprehensive income, in
which case the deferred tax is also dealt with in other comprehensive income.
The closing deferred tax asset balance is comprised of tax losses, right of use assets and lease liabilities, however this balance
has been fully impaired at the year end to reflect to non-likelihood of recoverability due to the sale and liquidation of the
business.
Leased assets and obligations
All leases are accounted for by recognising a right-of-use asset and a lease liability except for:
•
leases of low value assets; and
•
leases with a term of 12 months or less.
Assets leased for a period of less than a year are not recorded in the statement of financial position. Rental payments are
charged directly to profit or loss on a straight-line basis over the lease term.
Where assets are leased for a period of more than a year, a right-of-use asset and lease liability are recognised on the statement
of financial position. After lease commencement, the right-of-use asset is measured using a cost model at cost less accumulated
amortisation. The lease liability is initially measured at the present value of the lease payments payable over the lease term.
The present value of the lease payment is determined using the discount rate representing the incremental borrowing rate of
the Company.
Lease liabilities are measured at the present value of the contractual payments due to the lessor over the lease term, with the
discount rate determined by reference to the rate inherent in the lease unless (as is typically the case) this is not readily
determinable, in which case the Group’s incremental borrowing rate on commencement of the lease is used. Variable lease
payments are only included in the measurement of the lease liability if they depend on an index or rate. In such cases, the
initial measurement of the lease liability assumes the variable element will remain unchanged throughout the lease term.
Other variable lease payments are expensed in the period to which they relate.
On initial recognition, the carrying value of the lease liability also includes:
•
amounts expected to be payable under any residual value guarantee;
•
the exercise price of any purchase option granted in favour of the Group if it is reasonably certain to assess that option;
•
any penalties payable for terminating the lease, if the term of the lease has been estimated on the basis of termination
option being exercised.
Bonhill Group plc Annual Report & Financial Statements 2022
35
Right-of-use assets are initially measured at the amount of the lease liability, reduced for any lease incentives received, and
increased for:
•
lease payments made at or before commencement of the lease;
•
initial direct costs incurred; and
•
the amount of any provision recognised where the Group is contractually required to dismantle, remove or restore
the leased asset (typically leasehold dilapidations).
Subsequent to initial measurement lease liabilities increase as a result of interest charged at a constant rate on the balance
outstanding and are reduced for lease payments made. Right-of-use assets are amortised on a straight-line basis over the
remaining term of the lease or over the remaining economic life of the asset if, rarely, this is judged to be shorter than the
lease term.
When the Group revises its estimate of the term of any lease (because, for example, it re-assesses the probability of a lessee
extension or termination option being exercised), it adjusts the carrying amount of the lease liability to reflect the payments
to make over the revised term, which are discounted at the same discount rate that applied on lease commencement. The
carrying value of lease liabilities is similarly revised when the variable element of future lease payments dependent on a rate
or index is revised. In both cases an equivalent adjustment is made to the carrying value of the right-of-use asset, with the
revised carrying amount being amortised over the remaining (revised) lease term.
Provisions
Provisions are recognised when the Group has a present obligation as a result of a past event which it is probable will result in
an outflow of economic benefits that can be reliably estimated. Where the effect of the time value of money is material, the
provision is based on the present value of future outflows, discontinued at the pre-tax discount rate that reflects the risks
specific to the liability.
Defined contribution schemes
Contributions to defined contribution pension schemes are charged to the consolidated statement of comprehensive income
in the year to which they relate.
Financial instruments
Financial assets and financial liabilities are recognised on the Group’s statement of financial position when the Group has
become party to the contractual provisions of the instrument.
Trade and other receivables
Trade receivables are initially recognised at fair value plus transaction costs that are directly attributable to their acquisition or
issue, and subsequently measured at amortised cost using the effective interest method less provision for impairment.
The Group applies the IFRS 9 simplified approach to measuring expected credit losses using a lifetime expected credit loss
provision for trade receivables. To measure expected credit losses on a collective basis, trade receivables are grouped based
on similar ageing. The Group has determined that trade receivables across different propositions, sectors and countries have
similar risk characteristics. The carrying amount of the asset is reduced through the use of a provision account, and the amount
of the loss is recognised in the statement of comprehensive income. When a trade receivable is uncollectible, it is written off
against the provision account for trade receivables. Subsequent recoveries of amounts previously written off are credited in
the statement of comprehensive income.
Impairment provisions for receivables from related parties and loans to related parties are recognised based on a forward
looking expected credit loss model. The methodology used to determine the amount of the provision is based on whether
there has been a significant increase in credit risk since initial recognition of the financial asset. For those where the credit risk
has not increased significantly since initial recognition of the financial asset, 12 month expected credit losses along with gross
interest income are recognised. For those for which credit risk has increased significantly, lifetime expected credit losses along
with the gross interest income are recognised. For those that are determined to be credit impaired, lifetime expected credit
losses along with interest income on a net basis are recognised.
Cash and cash equivalents
Cash and cash equivalents includes cash in hand, deposits held at call with banks, other short-term highly liquid investments
with original maturities of three months or less, and bank overdrafts.
Trade payables
Trade payables are initially recognised at cost and subsequently measured at amortised cost using the effective interest
method. There is no material variance between book and fair values.
Bonhill Group plc Annual Report & Financial Statements 2022
36
Borrowings
Borrowings are recorded initially at their fair value, net of direct transaction costs, and finance charges are recognised in profit
or loss over the term of the instrument. Such interest bearing liabilities are subsequently measured at amortised cost using the
effective interest rate method, which ensures that any interest expense over the period to repayment is at a constant rate on
the balance of the liability carried in the consolidated statement of financial position. For the purposes of each financial liability,
interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon
payable while the liability is outstanding. There is no material variance between book and fair values.
Government funding and grants
The UK Bounceback loans received in December 2020 and January 2021 were recognised on the balance sheet where they will
remain until repaid in full. The bounceback loan received through Lloyds Bank (£50,000) was fully repaid in March 2023. The
other bounceback loan received through Coutts will be repaid in full before the end of June 2023.
Equity instruments
Financial instruments issued by the Group are classified as equity only to the extent that they do not meet the definition of a
financial liability or financial asset.
The Group’s ordinary shares are classified as equity instruments. Equity instruments are recorded at the proceeds received,
net of direct issue costs.
Reserve
Description and purpose
Share capital
Represents the nominal value of equity shares.
Share premium
Amount subscribed for share capital in excess of the nominal value.
Share option reserve
Represents equity-settled share-based employee remuneration
until such options are exercised.
Other reserve
Represents transactions with equity participants. This reserve
includes the Capital Redemption Reserve as a result of the
cancellation of the deferred shares.
Retained earnings
All other net gains and losses and transactions with owners (e.g.
dividends) not recognised elsewhere.
Merger reserve
Where the Group has applied merger relief under the UK
Companies Act s615.
Judgements and estimates
The Group makes judgements and assumptions concerning the future that impact the application of policies and reported
amounts. The resulting accounting estimates calculated using these judgements and assumptions will, by definition, seldom
equal the related actual results but are based on historical experience and expectations of future events. The judgements and
key sources of estimation uncertainty that have a significant effect on the amounts recognised in the financial statements are
discussed below.
Impairment of assets
The Group is required to assess whether goodwill has suffered any impairment loss, based on the recoverable amount of its
cash generating units (“CGUs”). The recoverable amount has been determined based on value in use calculations and these
calculations require the use of estimates in relation to future cash flows and suitable discount rates as disclosed in note 11.
Actual outcomes could vary from these estimates. Post the year end all intangible assets and goodwill were written down to
align to the consideration received through each of the sales processes and then “sold” as part of the deals. The resulting
balance sheet has intangible asset and goodwill values of £nil.
Adjusting items
Adjusting items are reviewed on a transactional level basis as to their nature and intention. Items which are discrete, time-
bound and have arisen as a direct result of a one-off activity, such as the acquisition of a subsidiary company have been
recognised as adjusting. During 2022 any adjusting items relate to the sale of the Business, Solutions and Governance segment
of the business or to the Strategic Review and Formal Sale Process.
Bonhill Group plc Annual Report & Financial Statements 2022
37
Expected credit losses
The Group applies the IFRS 9 simplified approach to measuring expected credit losses using a lifetime expected credit loss
provision for trade receivables. To measure expected credit losses on a collective basis, trade receivables are grouped based
on similar ageing. The Group has determined that trade receivables across different propositions, sectors and countries have
similar risk characteristics.
Share-based payments
Share options are recognised as an expense based on their fair value at date of grant. The fair value of the options is estimated
through the use of a valuation model – which requires inputs such as the risk-free interest rate, expected dividends, expected
volatility and the expected option life – and is expensed over the vesting period. Some of the inputs used to calculate the fair
value are not market observable and are based on estimates derived from available data, such as employee exercise behaviour
and employee turnover.
Valuation of acquired intangible assets
The fair value of these acquired intangible assets is based on valuation techniques. The valuation models require input based
on assumptions about the future. Management uses its best knowledge to estimate the fair value of acquired intangible assets
as of the acquisition date. The value of intangible assets is tested for impairment when there is an indication that they might
be impaired. Management also make assumptions about the useful life of the acquired intangible assets which might be
affected by external factors. Should an impairment be made, the corresponding investment in subsidiary is also impaired.
2. Segmental analysis
For executive management purposes, there are three distinct segments for reporting; Financial Services UK & EMEA
(“FUSE”/”UK&Asia”) and Financial Services US (“FSUS”/”InvestmentNews”) and Corporate (being the costs of the Plc in addition
to Shared Services and all costs not specifically attributable to one of the other two segments).
Year ended
31 December
2022
£’000
Year ended
31 December
2021
£’000
Analysis of revenue by core propositions
Business information
9,271
10,277
Live events
4,936
5,263
Data and insight
706
820
Total revenue
14,913
16,360
Analysis of revenue by country
United Kingdom
6,651
7,727
North America
7,204
7,377
Asia Pacific
1,058
1,256
Total revenue
14,913
16,360
Year ended 31 December 2022
FSUE
£’000
FSUS
£’000
BSG/Corporate
£’000
Total
£’000
Reportable segmental income statement
Revenue
6,282
7,204
1,426
14,913
Adjusted EBITDA
346
(669)
(1,097)
(1,421)
Adjusted operating profit/(loss)
294
(4,990)
(929)
(5,625)
Statutory operating profit/(loss)
197
(4,990)
(1,376)
(6,169)
Statutory profit/(loss) before tax
196
(5,896)
(571)
(6,271)
Year ended 31 December 2021
FSUE
£’000
FSUS
£’000
BSG/Corporate
£’000
Total
£’000
Reportable segmental income statement
Revenue
6,336
7,377
2,647
16,360
Adjusted EBITDA
566
564
(1,107)
23
Adjusted operating loss
302
(6,966)
(1,665)
(8,329)
Statutory operating loss
302
(6,966)
(1,665)
(8,329)
Statutory loss before tax
299
(7,840)
(934)
(8,475)
Bonhill Group plc Annual Report & Financial Statements 2022
38
3. Operating loss
(a) Operating loss for the year has been arrived at after charging the following items:
Note
Year ended
31 December
2022
£’000
Year ended
31 December
2021 (restated)
£’000
Depreciation of property, plant and equipment
11
112
130
Amortisation of purchased or internally generated intangible assets
10
1,311
1,271
Impairment of intangible assets
10
2,826
6,191
Amortisation of right of use assets
15
634
673
Foreign exchange (gain) or loss
(199)
13
Operating lease rentals in respect of land and buildings
35
32
Staff costs
5
8,086
9,127
Directors’ remuneration
6
628
482
Events costs
2,193
2,108
Print/digital related costs
1,610
1,727
Grant income related to COVID-19
(16)
(931)
Gain/loss on disposal
(589)
-
Other costs
3,911
3,876
Adjusted operating costs
20,541
24,689
Adjusting items
544
-
Statutory operating costs
21,085
24,689
Other costs include freelancers, contractors, distribution costs, technology costs, travel expenses, marketing costs and
professional fees.
Gain on disposal relates to the sale of the Business Solution and Governance division to Stubben Edge, being cash consideration
of £0.7 million less costs.
(b) During the year, the following services were obtained from the Group’s auditor as detailed below:
Year ended
31 December
2022
£’000
Year ended
31 December
2021
£’000
Audit services
– Recurring fees payable to Company auditor for the audit of parent Company and
consolidated accounts
110
80
– Additional fees payable in relation to non-recurring audit work
-
1
Other services
Fees payable to the Company’s auditor and its associates for other services:
– The audit of Company’s subsidiaries
-
53
The disclosure of the auditor’s remuneration stated above relates to the Company’s auditor, Cooper Parry Group Limited for
the year ended 31 December 2022 (2021: BDO LLP).
Bonhill Group plc Annual Report & Financial Statements 2022
39
(c) Adjusting items
In the year ended 31 December 2022, the Group incurred £0.5m of cost which the Directors believe should be disclosed as
adjusting items (2021: £0). These costs directly relate to the disposal of the BSG division, the strategic review and the formal
sale process. Adjusted results are prepared to provide additional relevant information on our future or past performance where
equivalent information cannot be presented using financial measures under IFRS.
Year ended
31 December
2022
£’000
Year ended
31 December
2021
£’000
M&A related costs
544
-
Total
544
-
4. Reconciliation of Adjusted EBITDA to statutory earnings
Earnings before interest, depreciation and amortisation (“EBITDA”) is a measure of earnings and cash generative capacity.
Adjusted EBITDA, which excludes non-recurring items, is a non-GAAP financial measure which facilitates an understanding of
underlying earnings and cash generative capacity. A reconciliation of Adjusted EBITDA to statutory earnings is set out below.
Year ended
31 December
2022
£’000
Year ended
31 December
2021
£’000
Adjusted EBITDA
(1,421)
23
Adjusting items
(544)
-
EBITDA
(1,965)
23
Depreciation
(119)
(130)
Amortisation and impairment
(4,771)
(8,135)
Gain on disposal
589
-
Share option (charge)/credit
97
(87)
Operating loss
(6,169)
(8,329)
Net finance costs
(102)
(146)
Loss before tax
(6,271)
(8,475)
Taxation
(280)
395
Loss after tax
(6,551)
(8,080)
5. Staff costs
Group
Company
Year ended
31 December
2022
£’000
Year ended
31 December
2021
restated
£’000
Year ended
31 December
2022
£’000
Year ended
31 December
2021
£’000
Staff costs (excluding Directors)
– Wages and salaries
7,201
7,935
-
2,337
– Social security costs
778
854
-
343
– Share-based payments charge/(credit)
(97)
87
(97)
87
– Pensions
204
251
-
138
Staff costs
8,086
9,127
(97)
2,905
On 1 January 2022 all non-Board UK employees were TUPEd to Bonhill Media UK Limited, leaving only the Directors in the
Company.
Bonhill Group plc Annual Report & Financial Statements 2022
40
Average monthly number of persons employed by the Group:
Group
Company
Year ended
31 December
2022
Year ended
31 December
2021
Year ended
31 December
2022
Year ended
31 December
2021
Senior management/Board
13
13
6
9
Finance and administration
23
17
-
15
Editorial/design/events
63
67
-
19
Marketing and sales
25
44
-
11
124
141
6
54
6. Directors’ remuneration
Base Salary
Pension
Bonus
Year ended
31 December
2021
£’000
Year ended
31 December
2020
£’000
Executive:
Patrick Ponsford (appointed 13 July 2022)
80
7
15
102
-
Sarah Thompson (appointed 15 September 2020)
90
10
-
100
164
John French (appointed 13 July 2022)
106
-
-
106
-
S Stilwell (resigned 6 April 2022)
149
15
-
164
215
Non-executive:
Jonathan Glasspool (appointed 27 May 2021)**
50
-
15
65
30
Jon Kempster (appointed 29 June 2020)
30
-
-
30
30
Richard Staveley (appointed 16 December 2021)
31
-
-
31
-
Laurie Benson (appointed 18 January 2022)
30
-
-
30
-
Neil Sachdev (resigned 27 May 2021)
-
-
-
-
20
Anne Donoghue (resigned 30 September 2021)
-
-
-
-
23
Total
566
32
30
628
482
No share options were exercised during the period (31 December 2021: nil).
* Simon Stilwell received cash in lieu of pension contributions.
** Jonathan Glasspool received a bonus of £15,000 for his temporary role as Executive Chairman during the year
Bonhill Group plc Annual Report & Financial Statements 2022
41
Directors’ interests in share options
The interests of the Directors in office during the year in share options of the Company are set out in the table below.
31 December
2022
Number
Granted
Number
Forefeited/
Lapsed
Number
31
December
2021
Number
Exercise
price
Pence
Exercisable period
Patrick Ponsford
750,000
-
-
750,000
1.0
25/10/2023 to 25/10/2030
750,000
-
-
750,000
1.0
25/10/2024 to 25/10/2030
500,000
500,000
-
1.0
06/10/2024 to 07/10/2032
2,000,000
500,000
-
1,500,000
John French
1,500,000
1,500,000
-
-
1.0
06/10/2024 to 07/10/2032
1,500,000
1,500,000
-
-
Sarah Thompson
1,000,000
-
-
1,000,000
1.0
25/10/2023 to 25/10/2030
1,000,000
-
-
1,000,000
1.0
25/10/2024 to 25/10/2030
2,000,000
-
-
2,000,000
Simon Stilwell
-
-
(7,440)
7,440
80.0
16/08/2021 to 16/08/2028
-
-
(7,441)
7,441
80.0
16/08/2022 to 16/08/2028
-
-
(376,000)
376,000
1.0
16/08/2021 to 16/02/2022
-
-
(376,000)
376,000
1.0
16/08/2022 to 16/02/2023
1,166,775
-
(635,225)
1,802,000
1.0
25/10/2023 to 25/10/2030
1,166,775
-
(635,225)
1,802,000
1.0
25/10/2024 to 25/10/2030
2,333,550
-
(2,037,331)
4,370,881
7. Finance costs
Year ended
31 December
2022
£’000
Year ended
31 December
2021
£’000
Interest payable on bank loan and overdrafts
(11)
(55)
Net interest recognised under IFRS16 lease liabilities
(91)
(91)
(102)
(146)
8. Income tax
Year ended
31 December
2022
£’000
Year ended
31 December
2021
£’000
Current tax (charge)/credit
(1)
(9)
Receipt of R&D Tax Credits in respect of Prior Year
-
476
Adjustment in respect of prior periods
-
1
Total current tax
(1)
468
Deferred tax on other intangibles
332
30
Deferred tax on other temporary differences
-
242
Adjustment in respect of prior periods
79
(265)
Effect of change in tax rates
11
(80)
Impairment of deferred tax asset
(701)
-
Total deferred tax
(279)
(73)
Total tax charge
(280)
395
Corporation tax on UK profits is calculated at 19.00% (31 December 2021: 19.00%) of the estimated assessable profit for the
year. Corporation tax on US profits is calculated at 21.73% (31 December 2021: 28.41%) of the estimated assessable profit for
the year.
Bonhill Group plc Annual Report & Financial Statements 2022
42
The tax charge for the year can be reconciled to the loss before tax per the consolidated statement of comprehensive income
as follows:
Year ended
31 December
2022
£’000
Year ended
31 December
2021
£’000
Factors affecting the tax charge for the year:
Loss before taxation
(6,271)
(8,475)
Loss before tax multiplied by the standard rate of corporation tax in the UK of 19.00%
(1,191)
(1,610)
Effects of:
Profits taxed at overseas tax rates
-
(671)
Other income & expenses not deductible for tax purposes
(1)
(511)
Adjustments to tax charge in respect of prior years
(79)
(211)
Difference in tax rates on deferred tax
(255)
80
Change in valuation allowance/movement in unrecognised deferred tax
1,237
2,992
Other effects including foreign exchange differences and impairment
569
(464)
Total tax charge
280
(395)
Deferred and current tax assets and liabilities can be reconciled as follows:
Group
£’000
Company
£’000
Deferred tax assets as at 1 January 2022
292
34
Movement in the year
365
(33)
Prior year adjustment
79
-
Impairment of deferred tax asset
(705)
-
Effect of foreign exchange revaluation
(31)
-
Deferred tax assets as at 31 December 2022
-
1
Group
£’000
Company
£’000
Deferred tax liabilities as at 1 January 2022
(348)
-
Movement in the year
40
-
Effect of foreign exchange revaluation
-
-
Deferred tax liabilities as at 31 December 2022
(308)
-
Net deferred tax liabilities
(308)
(34)
Group
£’000
Company
£’000
Current tax asset as at 1 January 2022
(1)
-
Adjustment in respect of prior years
3
-
Current tax charge
(1)
-
Tax paid in advance
54
-
Other
(3)
-
Effect of foreign exchange revaluation
1
-
Current tax liability as at 31 December 2022
53
-
The Group has unrecognised tax losses of £13.1 million in the UK and $13.0 million in the US (31 December 2021 total: £18.7
million).
The decision was taken at the year end to impair the full balance of the Group’s deferred tax asset due to management’s view
of its recoverability in light of a sale.
9. Earnings per share
(a) Basic earnings per share
Basic loss per share is calculated by dividing the loss attributable to owners of the parent by the weighted average number of
ordinary shares in issue during the year.
Bonhill Group plc Annual Report & Financial Statements 2022
43
Based on statutory earnings
Year ended
31 December
2022
£’000
Year ended
31 December
2021
£’000
Loss attributable to owners of the parent
(6,551)
(8,080)
Weighted average number of ordinary shares in issue
119,268,534
98,585,692
Basic loss per share (pence per share)
(5.49)p
(8.20)p
Based on adjusted earnings
Year ended
31 December
2022
£’000
Year ended
31 December
2021
£’000
Loss attributable to owners of the parent
(6,007)
(8,080)
Weighted average number of ordinary shares in issue
119,268,534
98,585,692
Basic loss per share (pence per share)
(5.04)p
(8.20)p
(b) Diluted earnings per share
Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume
conversion of all dilutive potential ordinary shares. As the company is loss-making in the year, any share options would be anti-
dilutive and therefore diluted EPS is the same as basic EPS.
10. Intangible assets
Group
Brand
£'000
Customer
relationships
£'000
Sub-total
£'000
Goodwill
£'000
Total
£'000
Cost
1 January 2021
4,688
5,882
10,570
17,008
27,578
Additions (external)
-
-
-
-
-
Foreign exchange movement
18
29
48
147
195
1 January 2022
4,706
5,911
10,617
17,155
27,773
Additions (external)
-
-
-
-
-
Foreign exchange movement
414
655
1,069
153
1,222
31 December 2022
5,120
6,566
11,686
17,309
28,995
Amortisation and impairment
1 January 2021
964
1,831
2,795
6,248
9,043
Amortisation charge for the year
430
763
1,193
-
1,193
Impairment of intangibles
-
-
-
6,078
6,078
Foreign exchange movement
9
(4)
5
19
24
1 January 2022
1,403
2,590
3,993
12,345
16,338
Amortisation charge for the year
468
843
1,311
-
1,311
Impairment of intangibles
705
705
1,410
1,416
2,826
Foreign exchange movement
144
319
463
-
463
31 December 2022
2,720
4,457
7,177
13,761
20,938
NBV at 31 December 2022
2,400
2,109
4,509
3,548
8,057
NBV at 31 December 2021
3,303
3,321
6,624
4,810
11,434
Note that the tax amortisation benefit of the InvestmentNews brand and customer relationships will be amortised over 15
years. Any publishing rights, website development and software from previous years have been fully amortised leaving a NBV
of £nil at 31 December for both 2021 and 2022. As per note 1, brand and customer relationships have been reclassed from
non-current intangible assets to current assets held for sale, and Goodwill has also been reclassed as a current asset. This
results in an intangible asset value of the balance sheet of £nil. They have been included here for completeness and
comparison. The impairment of intangibles relates to the revaluation of the InvestmentNews LLC related assets to bring them
in line with the NRV at the point of sale.
Bonhill Group plc Annual Report & Financial Statements 2022
44
The breakdown of goodwill, brand and customer relationships intangible asset values by brand are as follows:
31 December
2022
£’000
31 December
2021
£’000
Goodwill
InvestmentNews LLC
-
1,262
Last Word Media
3,548
3,548
3,548
4,810
Useful Economic
Life (UEL)
Remaining UEL
31 December
2022
£’000
31 December
2021
£’000
Brand
InvestmentNews
10
5
1,503
2,298
Last Word Media
12
8
897
1,005
2,400
3,303
Useful Economic
Life (UEL)
Remaining UEL
31 December
2022
£’000
31 December
2021
£’000
Customer relationships
InvestmentNews
7
2
1,779
2,938
Last Word Media
10
6
330
383
2,109
3,321
Bonhill Group plc Annual Report & Financial Statements 2022
45
11. Property, plant and equipment
Fixtures, fittings and equipment
Group
£’000
Company
£’000
Cost
1 January 2021
856
227
Additions
49
48
Disposal
(12)
-
Foreign exchange movement
1
-
1 January 2022
894
275
Transfer of assets to subsidiary
-
(241)
Additions
68
11
Disposal
(29)
-
Foreign exchange movement
23
-
31 December 2022
955
46
Depreciation
1 January 2021
666
142
Charge for the year
130
71
Disposal
(12)
-
Foreign exchange movement
1
-
1 January 2022
791
213
Transfer of assets to subsidiary
-
(185)
Charge for the year
112
16
Disposal
(21)
(7)
Foreign exchange movement
19
-
31 December 2022
901
36
Net book value
31 December 2022
54
9
31 December 2021
103
62
As per note 1, under IFRS 5, all property, plant and equipment values in the balance sheet have been reclassed from non-
current tangible assets to current assets held for sale.
12. Investments
Company
Subsidiary
undertakings
£’000
Cost
1 January 2021
26,455
Additions
-
31 December 2021
26,455
Additions
-
31 December 2022
26,455
Impairment
1 January 2021
(7,893)
Impairment
(7,423)
31 December 2021
(15,316)
Impairment
(6,042)
31 December 2022
(21,358)
Net book value
31 December 2022
5,097
31 December 2021
11,139
Impairment was made to the investment in Bonhill Finance Ltd. Due to the consideration amount agreed on the US sale, the
investment in Bonhill Finance Ltd is deemed irrecoverable.
Bonhill Group plc Annual Report & Financial Statements 2022
46
At 31 December 2022, the Company held 100% of the issued ordinary share capital and voting rights of the following subsidiary
undertakings which have been included in the consolidated accounts. Both Last Word Media (Asia) Pte Limited and Last Word
Media (HK) Limited were sold to the Mark Allen Group on 28 February 2023 and from that point no longer belong to the Group.
Company
Principal activity
Incorporated in
Registered office
Bonhill Finance Limited
Financing arm of the Group
England and Wales
c/o Virtual Company Secretary
Limited, 7 York Road, Woking,
GU22 7XH
Bonhill Group Inc.
Holding company for
InvestmentNews LLC
USA
685 Third Avenue, New York,
10017
Bonhill Media UK Limited
Online, print publishing & events
England and Wales
c/o Virtual Company Secretary
Limited, 7 York Road, Woking,
GU22 7XH
InvestmentNews LLC
Online, print publishing & events
for US IFAs
USA
685 Third Avenue, New York,
10017
Last Word Media (Asia) PTE Limited
Online, print publishing & events
for investors and entrepreneurs
Singapore
3 Church Street, #12-02,
Samsung Hub, Singapore
(049483)
Last Word Media (HK) Limited
Online, print publishing & events
for investors and entrepreneurs
Hong Kong
36/F Tower Two, Times
Square, 1 Matheson Street,
Causeway Bay, Hong Kong
Last Word Media (UK) Limited
Online, print publishing & events
for investors and entrepreneurs
England and Wales
c/o Virtual Company Secretary
Limited, 7 York Road, Woking,
GU22 7XH
13. Trade and other receivables
Group
Company
31 December
2022
£’000
31 December
2021
£’000
31 December
2022
£’000
31 December
2021
£’000
Trade receivables
1,747
2,761
-
857
Provision for impairment of trade receivables
(85)
(160)
-
(118)
1,662
2,601
-
739
Other receivables*
195
485
4
184
Prepayments and accrued income
213
185
1
92
Deferred expenses
1
17
-
2
Amounts owed from subsidiary undertakings
-
-
901
368
2,071
3,288
906
1,385
*other receivables consist of rent deposits and event venue deposits.
On 1 January 2022, the assets and trade of Bonhill Group Plc were transferred internally to Bonhill Media UK Limited. Remaining
balances only relate specifically to the Plc.
The Group’s financial assets are short term in nature. In the opinion of the Directors, the carrying values equate to their fair
values.
14. Trade and other payables
Group
Company
31 December
2022
£’000
31 December
2021
£’000
31 December
2022
£’000
31 December
2021
£’000
Trade payables
742
515
1
221
Taxation and social security
34
110
34
121
Other payables
881
838
15
256
Accruals
518
907
52
325
Deferred income
759
996
-
305
Amounts owed to subsidiary undertakings
-
-
574
574
2,935
3,366
677
1,802
Bonhill Group plc Annual Report & Financial Statements 2022
47
On 1 January 2022, the assets and trade of Bonhill Group Plc were transferred internally to Bonhill Media UK Limited. Remaining
balances only relate specifically to the Plc.
The Group’s financial liabilities are short term in nature. In the opinion of the Directors, the carrying values equate to their fair
values.
15. Right-of-use asset
All leases are accounted for by recognising a right-of-use asset and a lease liability except for leases of low value assets and
leases with a term of 12 months or less.
In applying the modified retrospective approach, the Group has taken advantage of the following practical expedients - leases
with a remaining term of 12 months or less from the date of application have been accounted for as short-term leases (i.e. not
recognised on the balance sheet) even though the initial term of the leases from lease commencement date may have been
more than 12 months.
Group
Right-of-use asset
2022
£’000
2021
£’000
Carrying value as at start of the period
2,140
158
Additions to right-of-use assets
619
2,637
Amortisation charged
(634)
(673)
Termination of leases
(137)
-
Foreign exchange impact of revaluation
187
18
Carrying value as at the end of the period
2,174
2,140
Group
Lease liability
2022
£’000
2021
£’000
Carrying value as at start of the period
2,305
184
Additions to lease liability
616
2,573
Interest charged
91
91
Repayments made
(678)
(565)
Termination of leases
(227)
-
Foreign exchange impact of revaluation
210
22
Carrying value as at the end of the period
2,316
2,305
Lease liability current/non-current split
£’000
£’000
Current lease liability
2,316
619
Non-current lease liability
-
1,686
Total lease liability
2,316
2,305
Company
Right-of-use asset
2022
£’000
2021
£’000
Carrying value as at start of the period
330
-
Additions to right-of-use assets
619
537
Amortisation charged
(299)
(207)
Termination of lease
(137)
-
Carrying value as at the end of the period
512
330
Lease liability
£’000
£’000
Carrying value as at start of the period
300
-
Additions to lease liability
554
473
Interest charged
13
9
Repayments made
(345)
(182)
Termination of lease
(97)
-
Carrying value as at the end of the period
425
300
Bonhill Group plc Annual Report & Financial Statements 2022
48
Lease liability current/non-current split
£’000
£’000
Current lease liability
425
300
Total lease liability
425
300
During the year the Group signed a new lease for London premises at 29 Clerkenwell Road, London.
16. Borrowings
Group
31 December
2022
£’000
31 December
2021
£’000
Loan
609
-
UK Bounceback loans
81
100
690
100
Company
31 December
2022
£’000
31 December
2021
£’000
Loan
609
-
UK Bounceback loan
40
50
649
50
The Company took out a UK Bounceback Loan for £50,000 in January 2021, in addition to the one taken in December 2020.
Both loans became repayable from January 2022. The Company also took out a short-term loan facility of £800,000 with
Rockwood Plc, of which £600,000 was drawn at 31 December 2022. In February 2023, the facility was extended to £1.0m and
was fully repaid in March 2023.
Per note 1, all Borrowings have been reclassed to a current liability and therefore due within one year. The interest-bearing
loans are repayable as follows:
Group
31 December
2022
£’000
31 December
2021
£’000
Within one year
690
19
Between one and two years
-
20
Between two and five years
-
60
Over five years
-
1
Total
690
100
Company
31 December
2022
£’000
31 December
2021
£’000
Within one year
649
10
Between one and two years
-
10
Between two and five years
-
30
Total
649
50
17. Financial risk management
The Group’s financial instruments are comprised of cash, borrowings, trade receivables, other receivables, trade payables and
other payables. The fair values of these instruments are not materially different to their book values. The objective of holding
financial instruments is to raise finance for the Group’s operations and manage related risks. The Group’s activities expose the
Group to a number of risks including interest rate risk, credit risk and liquidity risk. The Group manages these risks by regularly
monitoring the business and providing ongoing forecasts of the impact on the business.
Bonhill Group plc Annual Report & Financial Statements 2022
49
Liquidity risk
The Directors closely monitor the Group’s and Company’s financial position to ensure it has sufficient funds to meet its
obligations as they fall due. The Group finance function produces regular forecasts that estimate the cash inflows and outflows
for the next twelve months, so that management can ensure that sufficient financing is in place as it is required. The Chief
Financial Officer models the monthly cash flow on a daily basis to ensure there are no surprises. Management have worked
with our key customers and suppliers to ensure that the overall working capital cycle is as smooth as possible.
Maturity analysis
The table below analyses the Group’s and the Company’s financial liabilities based on the contractual gross undiscounted cash
flows for amounts outstanding at the reporting date up to maturity date. Please note that whilst this demonstrates the
contractual repayments, all liabilities have been reclassed as current and therefore will be paid back within one year.
Maturity analysis at 31 December 2022
Less than
6 months
£’000
Between
6 months
and 1 year
£’000
Between
1 year and
5 years
£’000
Greater
than
5 years
£’000
Total
£’000
Group
Borrowings
619
10
60
-
690
Lease financial liability
602
164
1,516
34
2,316
Trade and other payables
2,935
-
-
-
2,935
Total liabilities
4,157
174
1,577
34
5,941
Company
Borrowings
5
5
30
-
40
Lease financial liability
425
-
-
-
425
Trade and other payables
677
-
-
-
677
Total liabilities
1,107
5
30
-
1,141
Maturity analysis at 31 December 2021
Less than
6 months
£’000
Between
6 months
and 1 year
£’000
Between
1 year and
5 years
£’000
Greater
than
5 years
£’000
Total
£’000
Group
Borrowings
9
10
80
1
100
Lease financial liability
336
283
1,298
388
2,305
Trade and other payables
3,366
-
-
-
3,366
Total liabilities
3,711
293
1,378
389
5,771
Company
Borrowings
5
5
40
-
50
Lease financial liability
178
122
-
-
300
Trade and other payables
1,802
-
-
-
1,802
Total liabilities
1,985
127
40
-
2,152
Trade and other payables consist of trade payables, other payables, accruals and amounts owed to subsidiary undertakings as
shown in note 14.
The Group and Company would normally expect that sufficient cash is generated in the operating cycle to meet the contractual
cash flows as disclosed above through effective cash management.
Credit risk exposure
Credit risk predominantly arises from trade receivables, cash and cash equivalents and deposits with banks. Credit risk is
managed on a Group basis. External credit checks are obtained for larger customers. In addition, the credit quality of each
customer is assessed internally before accepting any terms of trade. Internal procedures take into account the customer’s
financial position, their reputation in the industry and past trading experience. As a result, the Group’s and Company’s exposure
to bad debts is not significant. Cash and cash equivalents are held with banks with a minimum rating of ‘A’.
Bonhill Group plc Annual Report & Financial Statements 2022
50
Movements on the Group and Company’s provision for impairment of trade receivables:
Group
Company
Financial assets
31 December
2022
£’000
31 December
2021
£’000
31 December
2022
£’000
31 December
2021
£’000
As at start of period
160
440
118
137
Addition to provision
8
80
-
63
Intercompany transfer of provision
-
-
(118)
Utilisation of provision
(83)
(360)
-
(82)
As at end of period
85
160
-
118
The Group applies the IFRS 9 simplified approach to measuring expected credit losses using a lifetime expected credit loss
(“ECL”) provision for trade receivables. To measure expected credit losses on a collective basis, trade receivables are grouped
based on similar ageing. The Group has determined that trade receivables across different propositions, sectors and countries
have similar risk characteristics. The Group has determined appropriate expected loss rates by considering historical credit
losses experienced over a three year period prior to the period end and adjusting these based on current and forward looking
information. The Group have identified political and economic uncertainty in its key operating countries as the key
macroeconomic factors affecting its customers. The provision is calculated by management based on their best estimate of
recoverability considering the age of the debtor.
As at 31 December 2022, the lifetime expected loss provision for trade receivables is as follows:
Lifetime ECL
Debtors ‘at risk’
1%
10%
15%
50%
100%
Total
£’000
BSG
18
-
175
20
21
234
FSUS
402
6
33
8
448
FSUK
123
26
41
5
-
195
Total debt ‘at risk’
543
32
249
25
29
878
Provision calculation
BSG
0
-
26
10
21
57
FSUS
4
1
4
-
8
17
FSUK
1
2
6
2
-
11
Total credit provision
5
3
36
12
29
85
18. Called up share capital
Issued and fully paid ordinary shares of 1p each
Number
£’000
As at 1 January 2021
98,585,692
986
As at 1 January 2022
98,585,692
986
Shares issued during the year
20,682,842
207
As at 31 December 2022
119,268,534
1,192
Issue of shares
Across April and May 2022 20,682,842 shares were issued with an aggregate premium of £931,635, less placing expenses of
£165,780, which produced a net premium of £765,855.
Rights of shares
Dividends and income - Ordinary shares are entitled to receive dividends as approved by the Board of Directors.
Voting rights - Ordinary shares are entitled to one share per vote at General Meetings. Deferred shares cannot be transferred.
Distribution - Upon liquidation of the Company, once all liabilities have been met, ordinary shareholders will receive the value
paid up per share plus £100.
Bonhill Group plc Annual Report & Financial Statements 2022
51
The Company has granted options to subscribe for ordinary shares of 1p each, as follows:
Number of shares for which
rights are exercisable
Grant date
Subscription
price
per
share
Period within which
options are exercisable
31 December
2022
31 December
2021
16.08.2018
80.0p
16/08/2021 - 16/08/2028
-
14,880
16.08.2018
80.0p
16/08/2022 - 16/08/2028
-
14,882
16.08.2018
1.0p
16/08/2021 - 16/02/2022
-
451,000
16.08.2018
1.0p
16/08/2022 - 16/02/2023
376,000
451,000
26.10.2021
1.0p
25/10/2023 - 25/10/2030
4,624,775
6,010,000
26.10.2021
1.0p
25/10/2024 - 25/10/2030
4,624,775
6,010,000
07.10.2022
1.0p
07/10/2024 - 07/10/2032
6,000,000
-
15,625,550
12,951,762
During the 12-month period, 3,326,212 share options were forfeited or cancelled (12 months ended 31 December 2021:
1,500,000). 6,000,000 share options were issued due to the introduction of the new EMI scheme.
Share premium
The share premium account shows the amount subscribed for share capital in excess of nominal value, net of share issue costs.
£’000
Share premium as at 31 December 2021
1,759
Subscription of share capital in excess of nominal value (net of issue costs)
766
Share premium as at 31 December 2022
2,525
Merger reserve
Consideration for the acquisition of Last Word Media included £2.0m of shares. The Group applied merger relief under the UK
Companies Act s615 and so the value of the shares issued as consideration above their nominal value is included in a merger
reserve.
19. Equity-settled share option schemes
During the year the Group recognised an expense for the following share-based payments.
Details of the number of share options and the weighted average exercise price (“WAEP”) during the period are as follows:
Year ended
31 December 2021
Year ended
31 December 2021
No.
WAEP
No.
WAEP
Outstanding at the beginning of the year
12,951,762
1.2p
14,451,762
1.2p
Forfeited during the year
(3,311,332)
1.4p
(1,500,000)
1.0p
Granted during the year
6,000,000
1.0p
-
-
Outstanding at the end of the year
15,640,430
1.1p
12,951,762
1.2p
Exercisable at the end of the year
390,881
4.0p
465,880
4.0p
The market price of the Company's shares on 31 December 2022 was 7.75p (31 December 2021: 7.5p). The average remaining
contractual life is 8.1 years (31 December 2021: 6.9 years). The outstanding share options have exercise prices between 1.0p
and 80.0p.
Year
ended
31 December
2022
£’000
Year
ended
31 December
2021
£’000
Share option charge/ (credit)
(97)
101
Employer NICs on share options
-
(14)
(97)
87
Bonhill Group plc Annual Report & Financial Statements 2022
52
6,000,000 share options were issued during the year, the details of which are in the Remuneration Committee report on page
15. The Group did not enter into any share-based payment transactions with parties other than employees during the current
or previous periods.
20. Related party transactions
Group and Company
There is no ultimate controlling party.
Key management compensation
No individuals other than the Directors meet the definition of key management personnel. Details of key management
personnel compensation is disclosed in note 6.
Transactions/balances with Directors
On 10 October 2022, the Company announced that it had entered into a standby loan facility with Rockwood Strategic Plc
("Rockwood"), its largest shareholder, managed by Harwood Capital LLP ("Harwood") to provide up to £800,000 in cash at a
monthly compound interest rate of 2% on funds drawn down, which will be capitalised ("Loan Facility"). The Loan Facility,
which runs to 1 May 2023, has an arrangement fee of 5%, may be drawn down in tranches of £200,000 and will be used for
working capital purposes. Rockwood Strategic Plc is a substantial shareholder of the Company and a related party under the
AIM Rules for Companies (the "AIM Rules"). The provision of the Loan Facility by Rockwood to the Company constitutes a
related party transaction (the "Transaction") under the AIM Rules. The loan was fully repaid on 1 March 2023.
21. Commitments and contingent liabilities
(a) Lease commitments
At 31 December 2022, the Group had no total future lease payments under non-cancellable operating leases less than 1 year
being expensed under the short-term lease expedient on transition to IFRS 16 (31 December 2021: £nil).
(b) Contingent liabilities
There are no contingent liabilities expected to result in a material loss for the Group.
The Company is included in a Group registration for VAT purposes and is therefore jointly and severally liable for all other
Group companies’ unpaid debt in this connection.
(c) Capital commitments
There were no material capital commitments as at 31 December 2022 (31 December 2021: £nil).
22. Events after the reporting date
Since the year end there have been several key activities to note.
Firstly, the UK assets and trade as well as the business and share capital of Last Word Media Asia (Pte) Limited and Last Word
Media (HK) Limited were sold to the Mark Allen Group for a total consideration of £6.5m. This deal included the transfer of the
UK office lease and as such, both the lease asset and lease liability were derecognised at the point of completion. Also at the
point of completion Patrick Ponsford transferred over to the Mark Allen Group and resigned from his role as Chief Executive
Officer and Director of Bonhill Group Plc.
The Rockwood loan facility was increased to £1.0m (from the £0.6m agreed before the year end) and was fully drawn down by
February 2023. Upon completion of the above deal, the consideration funds were partly used to repay this loan in full on 1st
March 2023.
Additionally, the sale of the US assets and trade have been sold to Key Media for a conditional cash consideration of $4.1m.
Key Media did not want to assume the New York office lease and as such we are in negotiations with the landlord to agree an
early settlement figure which will be split 50:50 with Key Media. Once agreed and completed, the lease asset and lease liability
will be derecognised in the accounts. At the point of completion John French will transfer over to Key Media and resign from
his role as Chief Executive Officer of InvestmentNews and Director of Bonhill Group Plc.
The Company has announced in its shareholder circular in May 2023 its intention to complete a tender offer as soon as possible,
and to return substantially all of the remaining cash in the business to shareholders. After this point, the Company will purely
consist of shells and dormant subsidiaries once the assets and trade have all been sold, so it is expected that the Company will
enter a voluntary liquidation process.
Bonhill Group plc Annual Report & Financial Statements 2022
53
Directors and advisers
Directors
Jonathan Glasspool
Richard Staveley
Laurie Benson
Sarah Thompson
John French
Secretary
Louise Park
Registered Office
c/o Virtual Company Secretary Limited, 7 York Road, Woking, GU22 7XH
Company number
02607995
Registrars
Share Registrars Limited, 3 The Millennium Centre, Crosby Way, Farnham, Surrey, GU9 7XX
Bankers
Coutts & Co, 440 Strand, London, WC2R 0QS
Solicitors
Charles Russell Speechly, 5 Fleet Place, London, EC4M 7RD
Auditor
Cooper Parry Group Limited, Sky View, Argosy Road, East Midlands Airport, Castle Donington, Derby, DE74 2SA
Nominated Adviser
Shore Capital & Corporate Limited, Cassini House, 57 St James’s Street, London, SW1A 1LD
Broker
Shore Capital Stockbrokers Limited, Cassini House, 57 St James’s Street, London, SW1A 1LD