Registered Number: 08754680
BRAVE BISON GROUP PLC
ANNUAL REPORT
FOR THE YEAR ENDED
31 December 2021
BRAVE BISON GROUP PLC
INDEX TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2021
Company information
Strategic report
Chairman’s report
CFO’s report
Risks and Uncertainties
Report of the Directors
Statement on Directors’ responsibilities
Statement on Corporate Governance
Directors’ remuneration report
Report of the Independent Auditor
Consolidated income statement and consolidated statement of
comprehensive income
Consolidated statement of financial position
Consolidated statement of cash flows
Consolidated statement of changes in equity
Notes to the financial statements
Company balance sheet
Company statement of changes in equity
Notes to the company financial statements
Pages
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BRAVE BISON GROUP PLC
FINANCIAL AND OPERATIONAL HIGHLIGHTS
For the year ended 31 December 2021
The Board of Directors
Oliver Green
Philippa Norridge
Matthew Law
Theodore Green (appointed 6 May 2021)
Company secretary
Philippa Norridge
Registered office
Company number
Auditors
Solicitors
Nominated Adviser and Broker
The Varnish Works
3 Bravingtons Walk
London
N1 9AJ
08754680
Moore Kingston Smith LLP
Devonshire House
60 Goswell Road
London
EC1M 7AD
Memery Crystal LLP
165 Fleet Street
London
EC4A 2DY
Cenkos Securities Plc
6.7.8 Tokenhouse Yard
London
EC2R 7AS
1
BRAVE BISON GROUP PLC
CHAIRMAN’S REPORT
For the year ended 31 December 2021
Chairman’s Report
2021 was a transformational year for Brave Bison. During the period we almost doubled gross profit, made a
highly accretive and strategic acquisition, delivered a maiden statutory profit and generated a significant amount
of cash. We moved into new London headquarters in King’s Cross and bolstered our management team with a
number of key senior hires across our media network and digital advertising agency.
Brave Bison now has four business pillars:
• Brave Bison Performance: performance media and search engine optimisation (SEO)
• Brave Bison Social & Influencer: social advertising
• Brave Bison Commerce: transactional websites and platforms
• Brave Bison Media Network: portfolio of owned and operated social channels.
Through these four pillars, Brave Bison is both a digital media owner and a digital advertising agency. We act as a
broadcaster for the digital age: publishing content on our own channels like The Hook (on Instagram), The
Wave House (on TikTok) and Slick (on Snapchat), and on behalf of our channel partners like PGA Tour and US
Open (on YouTube). We also buy media across advertising platforms like Google, Facebook, as well as directly
from creators, and manage transactional platforms for our customers. Current partners include global enterprises
such as Reckitt Benckiser, Panasonic, Vodafone and New Balance.
Year in Review
Brave Bison saw considerable growth in the first half of the year with revenues of £7.3m in H1, up 32% over the
prior period earlier despite what was still a challenging global environment with lockdowns in place in the UK
and Singapore. Careful management of operating expenses and cashflow saw an Adjusted EBITDA of £0.5m
and cash increase by £0.8m during the half-year period.
At an operating level, the processes we put in place during 2020 meant that, despite the restrictions, our teams
were still able to work productively. Rather than only hire talent in London and Singapore we began to recruit
both nationally and internationally which allowed us to hire from a much broader, and more diverse pool of
talent. As the world emerges from the pandemic, we are keen to maintain flexible and hybrid working for our
teams as we believe it will remain an attractive feature in the continued retention and attraction of high quality
talent and will also enable us to reduce property costs in the medium term.
In April 2021, we launched The Wave House Season 2: a first of its kind production that saw us rent a mansion
in the English countryside in which six social media stars were tasked with the aim of making original content for
the likes of TikTok, Snapchat, Facebook and YouTube. After garnering over 100m views on social platforms
and coverage in the likes of the Daily Mail, Vice and BBC we negotiated sponsorship from one of the world’s
largest music companies and agreed an exclusive edit for Snapchat.
Our YouTube network continues to go from strength to strength. In 2021 our channels generated average
monthly views of 566m and we signed contract renewals with some of our largest partners including the PGA
Tour, United States Tennis Association (USTA) and Newsflare. Our proposition around channel management
for third parties is focused on helping our partners grow views, engagement, subscribers and ultimately revenue
across the platform. Existing partners include a roster of sports federations, media and music companies and
creators. During the period we signed agreements with a number of new partners including Ryder Cup,
CPLT20, Scandinavian talk show Skavlan and creators such as Adolofo Loro, DJ Scuff and El Open Mic. Since
2
BRAVE BISON GROUP PLC
CHAIRMAN’S REPORT
For the year ended 31 December 2021
the year end we were delighted to confirm continued momentum in the winning of new clients with the addition
of Le Mans Endurance Management as a client of the Group.
On Snapchat we launched a slate of new programming across content verticals such as fitness, food and
entertainment. One of our new shows, The Sip, is centred around pop culture and celebrity news with a
millennial and gen z focus. We launched a number of new shows on Snapchat under The Hook brand which we
acquired mid-2020, including collaborations with well-known comedy influencers Josh & Archie and JOLLY.
Our Social & Influencer business has continued to thrive. Engagements with the likes of Vodafone and
Panasonic were renewed and we signed new agreements with BBC, Suntory and a global real estate company. We
were especially pleased to be ranked 2nd in The Drum’s Elite Agency Census cementing our position as one of
the most respected social advertising outfits in the UK.
In September, we completed the acquisition of Greenlight Digital and Greenlight Commerce (together
‘Greenlight’), a London-based digital advertising and technology business. After an oversubscribed fundraising
of £6.2m pursuant to which we welcomed a number of new institutional investors to our shareholder register,
we added Performance and Commerce to our existing Social & Influencer and Media Network business units.
Greenlight works with a roster of global clients including New Balance, ASUS and Reckitt Benckiser and in Q4
2021 we set about integrating the operations of both businesses.
By the end of the year, we had moved all of the Brave Bison team into Greenlight’s offices in King’s Cross and
had implemented new processes to integrate the group and ensure that we run the business as one company.
Streamlined operations now include a single P&L, one leadership team, a company-wide monthly townhall,
weekly updates and shared functions across IT, HR, Finance and Marketing. The final part of the integration will
happen towards the end of H1 2022 when we launch a revised brand for Brave Bison including a new service
offering that combines Brave Bison’s existing expertise in social advertising and our media network with our
newly acquired performance media and commerce capabilities.
With revenue for the full year up 50% at £21.7m and gross profit up almost 100% at £7.8m we are pleased to
see our business expand in the UK as well as overseas. Adjusted EBITDA was up 1,225% at £1.8m and we were
delighted to report Brave Bison’s first ever statutory profit before tax of £0.5m. Our balance sheet remains
strong with £5.9m of gross cash at year end, an increase of £3.2m in 2021 despite the proceeds of the share
placing being fully utilised in connection with the acquisition of Greenlight. We remain on the lookout for
further transformational acquisitions that will continue to drive scale and reach on a global level but we remain
well positioned to make smaller, bolt-on acquisitions from existing resources.
Brave Bison is an exciting company in an exciting space. We are unique in that we blend an owned and operated
digital media network with a suite of digital-only advertising services. Our platform is profitable, cash generative
and growing organically. We have an ambitious management team with a clear plan to scale our existing business,
develop new revenue streams and make tactical and accretive acquisitions. We look forward to updating
shareholders with progress over the remainder of the coming year and beyond.
Oliver Green
Executive Chairman, Brave Bison Group plc
27 April 2022
3
BRAVE BISON GROUP PLC
CFO’S REPORT
For the year ended 31 December 2021
CFO’s Report
Brave Bison’s primary activity is that of digital media and advertising services. Within this we recognise two
main revenue streams. Firstly, there is advertising revenue generated from our digital media network, across
platforms including YouTube, Facebook and Snapchat. Secondly, there is fee-based revenue from providing
advertising and technology services. Following the acquisition of Greenlight during the year, the fee based
revenue stream can be split between our social advertising agency, our performance agency, and our commerce
agency.
2021 has been an exciting year for Brave Bison. We were able to build on the work done to restructure the
business in 2020 to deliver organic growth, and profitability in the existing business, while also completing a
transformational acquisition. Overall our revenue increased by 50% to £21.7 million (2020: £14.5 million).
Organic growth made up £1.4 million of this growth. The majority of this came from our advertising revenue
which grew by 9.4% to £14.3 million (2020: £13.1 million) during 2021. This was a result of both adding new
channels and shows to our media network across multiple platforms, and also growing the existing channels
within our network. We were able to deepen our relationships with some key clients, by offering new services
such as enhanced in-tournament support for sporting clients, which in turn drove increased revenue and views
for both us and them.
Our social and influencer fee based revenue grew by £0.1 million during the year. APAC continued to be
impacted by restrictions as a result of the pandemic, which had a particular impact on a number of our clients in
the travel industry. We did see traction in the UK with our social media consultancy and influencer offering, and
we have invested in talent in this area to drive growth in 2022.
The remaining £5.8 million growth in revenue came from the acquisition of Greenlight from September.
Greenlight has both in-demand and high growth capabilities such as performance marketing and commerce. It
brings in new clients, talent, services and opportunities to the group, and gives the combined group a unique
offering across the digital and social media space. There have also been some cost synergies as a result of the
acquisition – most notably in the area of property costs. All of the UK operations were moved into the
Greenlight offices in King’s Cross from the end of September when the lease in Borough concluded.
Gross profit has increased by 96% (£3.8 million) to £7.8 million (2020: £3.9 million). The gross profit margin
has increased, primarily because a higher proportion of the revenue is fee based, which has higher gross profit
margins than the advertising revenue from platforms.
The Group has incurred restructuring costs during the year of £0.2 million (2020: £0.7 million), predominantly
as a result of changes in executive staffing. Administration costs increased to £7.1 million from £5.2 million,
which was driven by the acquisition which brought in £3.3 million of additional administration costs, which was
offset by £1.4 million of cost savings and synergies.
As a result of these improvements in revenue and cost savings the Group is pleased to report a profit before tax
for the year of £0.5 million (2020: loss of £2.3 million), despite acquisition costs of £0.7 million (2020: £nil).
The Group’s adjusted operating profit for the year was £1.4 million (2020: loss of £1.5 million).
4
BRAVE BISON GROUP PLC
CFO’S REPORT
For the year ended 31 December 2021
Adjusted EBITDA
Finance costs
Finance income
Impairment charge
Depreciation
Amortisation
Adjusted Operating Profit / (loss)
Restructuring costs
Acquisition costs
Equity settled share based payments
Profit / (loss) before tax
2021
2020
£000’s
£000’s
1,762
(67)
-
-
(279)
(34)
1,382
(176)
(686)
(62)
458
133
(61)
4
(248)
(527)
(848)
(1,547)
(718)
-
7
(2,258)
Adjusted EBITDA is a non-IFRS measure that the Group uses to measure its performance and is defined as
earnings before interest, taxation, depreciation and amortisation and after add back of costs related to
restructuring, acquisitions and share based payments. It should be noted that a portion of the property costs in
both 2021 and 2020 fall into the finance costs and depreciation lines as a result of the introduction of IFRS 16
‘Leases’. As a result, the Group has also started to use Adjusted Operating Profit as a measure of performance,
which is stated after add back of costs related to restructuring, acquisitions, share based payments and
impairments, but which is after the deduction of costs associated with property leases.
Statement of Financial Position
The Group ended the year with £5.9 million in cash and cash equivalents (2020: £2.8 million). The Group had
cash inflow of £3.2 million in 2021 (2020: £1.5 million outflow), and expects to maintain positive cash inflow
throughout 2022. The Group had net cash of £4.7 million at the end of the year after deducting government
backed bank loans and deferred consideration.
The Group is carrying intangible assets of £6.3 million (2020: £0.1 million). Based on an interim fair value
exercise the Group capitalised goodwill of £6.2 million (2020: £0.2 million) on the purchase of Greenlight.
Key performance indicators
Revenue
Gross Profit
Adjusted EBITDA
Adjusted Operating Profit / (loss)
Adjusted Operating Profit / (loss) per ordinary share (pence)
Profit / (loss) before tax
Gross Cash
Net Cash
2021
£000’s
21,660
7,806
1,762
1,382
0.18
458
5,906
4,740
2020
£000’s
14,486
3,976
133
(1,547)
(0.25)
(2,258)
2,754
2,704
The movements in these key performance indicators are discussed above, and in the Chairman’s report.
5
BRAVE BISON GROUP PLC
CFO’S REPORT
For the year ended 31 December 2021
Employees
Headcount at year-end including contractors increased to 146 (2020: 44). Of these 79 were male and 67 were
female. Of the senior members of management, 5 were male and 3 were female.
Section 172 compliance
Section 172 of the Companies Act 2006 requires the Directors to act in a way that they consider would be most
likely to promote the success of the Group for the benefit of its members as a whole, and in doing so have
regard to the various stakeholders. Our key stakeholders, and the way in which we engage with them are set out
below.
Investors
The Board value regular dialogue with all our shareholders, and place great importance in our relationship with
them. We have regular conversations with all major shareholders, and the Company’s Annual General Meeting
is open to all shareholders. We use the Investor Meet Company platform to deliver presentations which are
accessible to all shareholders in order to better inform them around our financial performance, and our long
term strategy for the Group. We also communicate via RNS and RNS Reach announcements, and regularly
update our website. Further details of our approach towards investor relations are set out in the Statement of
Corporate Governance.
Employees
We encourage openness and communication throughout the Group, and are committed to being a responsible
employer. We hold monthly meetings for all employees where we communicate key events and decisions, as
well as updating employees on work from around the group. We offer regular training for employees, including
unlimited online coaching for all staff. All staff have clear objectives and regular meetings with their line
manager, as well as a performance appraisal process. We also conduct regular employee surveys in order to
gather feedback from our employees and assess what is working or where we need to improve. We are an equal
opportunities employer, and are committed to furthering diversity and inclusion throughout the Group.
Platforms
We have a dedicated member of staff to manage our relationships with the various social media platforms that
we work with. We have regular meetings with them, and have adapted in response to any shifts in their policies.
Clients
We work closely with all our clients. Feedback and collaboration is continual and ongoing, however we also
conduct more formal quarterly business reviews, as well as regular client surveys.
Suppliers
We are committed to treating our suppliers fairly and conducting business in an ethical fashion. We ensure clear
scopes of work and parameters are in place with our suppliers to ensure optimal coordination and
communication.
6
BRAVE BISON GROUP PLC
CFO’S REPORT
For the year ended 31 December 2021
Social and Environment
As far as the directors of the Group are aware, the Group’s business does not cause a disproportionately adverse
impact on the environment. Further details of our social and environmental initiatives are set out within the
Company’s Statement of Corporate Governance.
Philippa Norridge
Chief Financial Officer, Brave Bison Group plc
27 April 2022
7
BRAVE BISON GROUP PLC
RISKS AND UNCERTAINTIES
For the year ended 31 December 2021
Principal risks and uncertainties
Industry risk
The Group operates within competitive markets. The Board believes that it has adopted a competitive business
strategy. However, the Group’s business, results, operations and financial condition could be materially adversely
affected by the actions of its competitors and suppliers. The Group’s competitors could bring superior scale,
better known brands, deeper experience or more compelling products to bear against the Group’s existing and
potential business. Intense competition could increase pricing pressure in the market, manifested, for example,
through declining revenue shares, or increased reliance on the payment of advances ahead of commercial deals.
If the Group is not able to compete successfully against existing or future competitors, its competitive position,
business, financial condition and results of operations may be adversely affected.
The Group operates parts of its business using large international technology platforms that it does not own and
which are subject to external factors beyond its control. Advertising revenues from these platforms represents
66% of total revenues, which is a reduction from 90% in 2020, however the Group remains vulnerable to such
industry risks. In order to mitigate these risks, the Group is diversifying across a number of different platforms
and maintaining close relationships with the platforms, as well as growing its non-platform revenues.
Technological innovation is progressing quickly and the Group may fail to keep pace or make the wrong choices
Customer preferences across the breadth of the Group’s platform and commercial offerings are subject to fast
and relatively unpredictable change, as advances in technology progress. Recent changes have included
proliferation of device types, operating systems, video formats and delivery methods. Further changes are
difficult to predict. If the Group fails to adapt sufficiently quickly to any changes, there is a risk that revenue will
be lost and ultimately that its proposition will become less competitive in the market. Technology may progress
to the point that in-house bespoke solutions become so efficient to build and adapt that the Group’s proposition
may become obsolete, which would materially adversely affect the Group’s business, financial condition and/or
operating results.
Failure to retain key executives, officers, managers and technical personnel could adversely affect the Group’s operating and financial
performance
Retaining and motivating technical and managerial personnel is a critical component of the future success of the
Group’s business. The departure of, or inability to replace quickly, any of the Group’s relatively small number of
executive officers or other key employees could have a negative impact on its operations. In the event that future
departures of employees occur, the Group’s ability to execute its business strategy successfully, or to continue to
provide services to its customers and users or attract new customers and users, could be adversely affected. The
performance of the Group depends, to a significant extent, upon the abilities and continued efforts of its senior
management. The loss of the services of any of the key management personnel or the failure to retain key
employees could adversely affect the Group’s ability to maintain and/or improve its operating and financial
performance.
The Group cannot be certain that it will maintain operating cashflow generation
Any adverse events relating to the Group’s business, a significant delay in the introduction of anticipated new
revenue streams, or a shortfall in such revenue streams in relation to the Group’s expectations, would have an
immediate adverse effect on the Group’s business, operating results and financial condition. Whilst the Group
has made significant progress and generated positive cashflow of £3.2 million during 2021, there can be no
assurance that the Group will be able to maintain this in the event of a revenue downturn to generate positive
cashflows in any future period. The Group is subject to the risks inherent in the operation of a small and
evolving business. It may not be able to successfully address these risks.
8
BRAVE BISON GROUP PLC
RISKS AND UNCERTAINTIES
For the year ended 31 December 2021
Intellectual property risk
The Group’s ability to compete effectively is highly dependent on its ability to protect its software, commercial
offerings and trade secrets from unauthorised use. Brave Bison believes that it has taken appropriate measures to
protect itself to date (including copyrights, trademarks, non-disclosure agreements, etc.). However, the
protection provided by these intellectual property rights, confidentiality and contractual restrictions is limited and
varies between the UK and other countries. There can be no guarantee that these protections may be adequate to
prevent competitors from taking commercial advantage of unauthorised disclosure of the Group’s sensitive
business information. Similarly, these protections may not prevent competitors from copying, reverse
engineering or independently re-creating the Group’s products, services and technologies to create similar
offerings.
In addition, as the volume of content that the Group distributes increases, claims relating to ownership of
content may increase. Any claims, regardless of their merit, could be expensive and time-consuming to defend.
Since its inception, the Group has prioritised protection of its Intellectual Property (“IP”), primarily that
generated by its staff. Robust employment contracts protect internally generated IP whilst commercial contracts
as well as non-disclosure contracts protect the Group’s IP from external parties. The Group does not sell or
distribute its software, thereby making reverse engineering more difficult.
Brexit
There remains uncertainty around the impact of Brexit now the transition period is over. This could adversely
impact the United Kingdom’s economy and make it harder to attract skilled workers from the European Union.
The Group is partially insulated against any downturn in the United Kingdom advertising market by the fact that
the majority of the Group’s Facebook and YouTube views are from outside of the United Kingdom.
Coronavirus
The outbreak of the Coronavirus globally may continue to have an adverse impact on revenues. This could be
either due to delays to production of branded content, or as a result of it impacting on our clients’ and
advertiser’s marketing budgets. We continue to monitor and update forecasts constantly as the situation
develops.
There is also the risk of disruption if there are any employees who are taken sick, or as a result of lockdowns.
There are business continuity plans in place and being continually updated as a result of the latest guidance and
developments. We have shown that we can manage content production despite lockdowns, and as a business we
are able to function effectively with all employees working from home.
Financial risk management
The Group’s financial instruments comprise cash and liquid resources and various items, such as trade
receivables and trade payables that arise directly from its operations. The principal financial risks faced by the
Group are foreign currency, credit and liquidity risks. The policies and strategies for managing these risks are
summarised below.
Foreign currency risk
Transactional foreign currency exposures arise from both the export of services from the UK to overseas clients,
and from the import of services directly sourced from overseas suppliers. The Group is primarily exposed to
foreign exchange in relation to movements in sterling against the US Dollar, Singapore Dollar and Euro. The
Group does not use derivatives to hedge translation exposures. All gains and losses are recognised in the income
statement on translation at the reporting date.
9
BRAVE BISON GROUP PLC
RISKS AND UNCERTAINTIES
For the year ended 31 December 2021
Credit risk
The Group's principal financial assets are cash and cash equivalents and trade and other receivables. Whilst the
Group had two clients during 2021 whose revenue accounted for over 10% of total revenue these self-bill and
pay monthly which limits the credit risk. The Group, by policy, routinely assesses the financial strength of its
clients. The Group has no significant concentration of credit risk at the balance sheet date and continues to
monitor and manage its exposure. The maximum exposure to credit risk is that shown within the balance sheet.
All amounts are short term and management consider the amounts to be of good credit quality.
Liquidity / funding risk
The Group’s funding strategy is to ensure a mix of funding sources offering flexibility and cost effectiveness to
match the requirements of the Group. Operating subsidiaries are financed by the Group. The Group is primarily
funded through equity finance provided by the shareholders.
The Strategic Report was authorised for issue by the Board of Directors on 27 April 2022 and was signed on its
behalf by:
Oliver Green
Executive Chairman, Brave Bison Group plc
10
BRAVE BISON GROUP PLC
REPORT OF THE DIRECTORS
For the year ended 31 December 2021
Report of the Directors
The directors are pleased to present their report to shareholders and the audited financial statements for the year
ended 31 December 2021.
The preparation of the Group’s financial statements is in compliance with UK adopted IFRS and gives a true
and fair view of the assets, liabilities, financial position and loss of the Group. The Group financial statements
consolidate the financial statements of Brave Bison Group plc and its subsidiaries.
Results and dividends
The results for 2021 are set out in the consolidated income statement and consolidated statement of
comprehensive income.
The directors do not propose payment of a dividend for 2021 (2020: £nil).
Review of the period
A comprehensive analysis of the Group’s progress and development is set out in the Strategic Report. This
analysis includes comments on the position of the Group at the end of the financial period.
Significant events
Theodore Green was appointed as a director on 6 May 2021.
Significant shareholdings
As at 31 December 2021, the following investors held more than 3% of the issued shares in the capital of Brave
Bison Group Plc:
11
BRAVE BISON GROUP PLC
REPORT OF THE DIRECTORS
For the year ended 31 December 2021
Shareholder
Number of Shares
% of Total Issued Share Capital
Oliver Green and Theodore Green *
241,468,473
22.34%
CIP Merchant Capital Limited
164,346,407
15.21%
Lombard Odier
151,698,240
14.03%
James Russell DeLeon+
Simon Davies
Trium Capital
97,132,017
64,941,559
33,333,000
8.99%
6.01%
3.08%
* Of these Shares, 240,416,059 are held by Tangent Marketing Services Limited, and 1,052,414 are held by Oliver
Green (director and shareholder of Tangent Marketing Services Limited).
+ Of these Shares, 30,000,000 are held in James Russell DeLeon’s own name, 56,014,648 are held by Vesuvius
Limited and 11,117,369 are held by Plum Tree Limited. James Russell DeLeon is the ultimate controlling party
of Vesuvius Limited and Plum Tree Limited.
The directors’ interests are shown in the remuneration report.
Related party transactions
Details of all related party transactions are set out in Note 27 to the consolidated financial statements.
Corporate governance
The Directors’ statement on Corporate Governance is set out on pages 15 to 19 and forms part of this report.
Going concern assessment
The consolidated financial statements have been prepared on the going concern basis on the assumption that the
Group continues in operational existence for the foreseeable future.
The Directors have prepared detailed cash flow projections for at least twelve months from the date of approval
of these consolidated financial statements, which are based on their current expectations of trading prospects,
and accordingly the Directors have concluded that it is appropriate to continue to adopt the going concern basis
in preparing these consolidated financial statements. Further information is provided in Note 2.1 of these
consolidated financial statements.
The Directors are confident that the Group’s forecasts are achievable, and are committed to taking any actions
available to them to ensure that any shortfall in forecast revenues is mitigated by cost savings.
12
BRAVE BISON GROUP PLC
REPORT OF THE DIRECTORS
For the year ended 31 December 2021
Accordingly the going concern basis of accounting has been adopted in preparing these consolidated financial
statements.
Strategic outlook
The Board believes that Brave Bison is in an exciting space, and is unique in blending a digital media network
with a suite of digital-only advertising services. We have an ambitious management team with a clear plan to
scale our existing business, develop new revenue streams and make accretive acquisitions.
Directors
The directors, who served during the year, were as follows:
Oliver Green
Philippa Norridge
Matthew Law
Theodore Green (appointed 6 May 2021)
At the year end, three of the Company’s Directors are male and one is female.
Statement as to disclosure of information to auditors
So far as the Directors are aware, there is no relevant audit information (as defined by Section 418 of the
Companies Act 2006) of which the Group's auditor is unaware, and each Director has taken all the steps that he
or she ought to have taken as a Director in order to make himself aware of any relevant audit information and to
establish that the Group's auditor is aware of that information.
Auditors
Moore Kingston Smith LLP having expressed their willingness to continue in office, will be proposed for
reappointment at the forthcoming Annual General Meeting in accordance with section 489 of the Companies
Act 2006.
On behalf of the Board
Oliver Green
Executive Chairman, Brave Bison Group plc
27 April 2022
13
BRAVE BISON GROUP PLC
STATEMENT OF DIRECTORS’ RESPONSIBILITIES
For the year ended 31 December 2021
Statement of Directors’ Responsibilities
The Directors are responsible for preparing the Strategic Report, the Report of the Directors and the financial
statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare financial statements for each financial year. Under that law the
Directors have prepared the Group financial statements in accordance with UK adopted International Financial
Reporting Standards (‘IFRS’) and elected to prepare the parent company financial statements in accordance with
the FRS 102, The Financial Reporting Standard applicable in the UK and Republic of Ireland. 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 Company and Group and of the profit or loss of the Company and Group for
that period. In preparing these financial statements, the Directors are required to:
•
•
select suitable accounting policies and then apply them consistently;
state whether applicable IFRS/UK accounting standards have been followed, subject to any material
departures disclosed and explained in the financial statements;
• make judgements and accounting estimates that are reasonable and prudent;
• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the
Group will continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain
the Group's transactions and disclose with reasonable accuracy at any time the financial position of the Group
and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also
responsible for safeguarding the assets of the Group and, hence, for taking reasonable steps for the prevention
and detection of fraud and other irregularities.
The directors confirm that:
•
•
so far as each director is aware, there is no relevant audit information of which the Company’s auditor is
unaware; and
the directors have taken all the steps that they ought to have taken as directors in order to make
themselves aware of any relevant audit information and to establish that the Company’s auditor is aware
of that information.
The Directors are responsible for the maintenance and integrity of the corporate and financial information
included on the Group’s website. Legislation in the United Kingdom governing the preparation and
dissemination of financial statements may differ from legislation in other jurisdictions.
Oliver Green
Executive Chairman, Brave Bison Group plc
27 April 2022
14
BRAVE BISON GROUP PLC
STATEMENT ON CORPORATE GOVERNANCE
For the year ended 31 December 2021
Statement on Corporate Governance
Brave Bison Group plc formally adopted the Quoted Companies Alliance Corporate Governance Code
(the Code) in July 2018. The Company is committed to maintaining and promoting robust corporate governance
structures and processes to support its long-term success.
The statement set out below describes the corporate governance principles applied by the Group.
The Board constitution and procedures
As at 31 December 2021, the Board comprised the following: (i) the Executive Chairman, Oliver Green who was
appointed as a Non-Executive Director on 20 December 2019, interim Chairman from 31 December 2019, and
Executive Chairman from 11 June 2020; (ii) the Chief Financial Officer, Philippa Norridge, who was appointed
as interim Chief Financial Officer on the 5 February 2020 and who became permanent on 1 May 2020; (iii) the
Chief Growth Officer, Theodore Green, who was appointed as Chief Growth Officer on 28 June 2020, and
appointed as a director of the Company on 6 May 2021; (iv) a Non-Executive Director Matthew Law, who was
appointed on 17 February 2020. Matthew Law is considered to be an independent Non-Executive Director.
As previously stated Brave Bison intends to appoint a further independent Non-Executive Director in due
course.
The Group’s Chief Financial Officer Philippa Norridge has served as the Group’s Company Secretary since 4
September 2020.
Oliver Green is serving as Executive Chairman.
Executive Chairman
The Executive Chairman provides leadership to the Board. Working together with the Company Secretary, the
Executive Chairman is responsible for setting the agenda for Board meetings, ensuring that the Board receives
the information that it needs to properly participate in Board meetings in a timely and user-friendly fashion and
that the Board has sufficient time to discuss issues on the agenda.
The Executive Chairman is also responsible for leadership of the Company’s senior management team and its
employees on a day to day basis. In conjunction with senior management, the Executive Chairman is responsible
for the execution of strategy approved by the Board and the implementation of Board decisions.
How the Board functions
The Board is collectively responsible for the long-term success of the Group. The Board provides
entrepreneurial leadership for Brave Bison within a framework of prudent and effective controls which enables
risk to be assessed and managed. The Board considers the management team’s proposals for strategy and,
following a consideration of those proposals, determines Brave Bison’s strategy and ensures that the necessary
resources are in place for management to execute that strategy. Further details on Brave Bison’s business model
and strategy can be found within the Strategic Report on pages 2 – 8 of this document.
An important part of the Board’s role is the review of management performance. The Company’s process for
evaluating the effectiveness of the Board and Directors’ performance comprises annual internal reviews of
executive and non-executive directors’ performance. The results of such reviews are used to determine whether
any alterations are needed or whether any additional training would be beneficial.
15
BRAVE BISON GROUP PLC
STATEMENT ON CORPORATE GOVERNANCE
For the year ended 31 December 2021
During 2021 the Board met on 6 occasions, the Remuneration Committee met on 2 occasions and the Audit
Committee met on 1 occasion.
Non-Executive Directors are required to devote at least 2 days (on average) per month to their directors’ duties
whereas Executive Directors are full time employees of the Company.
The table below shows the number of meetings attended by each director during 2021.
Director
Oliver Green
Philippa Norridge
Matthew Law
Theodore Green*
* Appointed 6 May 2021
Board Meetings Remuneration Committee
Meetings
1
6
Audit Committee
Meetings
1
6
6
5
1
2
1
1
1
0
Board meetings are usually held at Brave Bison’s registered office. Directors are provided with comprehensive
background information for each meeting and all directors have been able to participate fully and on an
informed basis in the Board decisions. Any specific actions arising during meetings are agreed by the Board and
followed up and reviewed at subsequent Board meetings to ensure their completion.
During the year, the Board has not sought external advice on any significant matters, however the Board has
advisors at its disposal should such matters arise, including, without limit, the Company’s nominated adviser and
broker, lawyers and other professional advisors.
Responsibility and delegation
The Board has specifically reserved a number of matters for its consideration and approval. These include:
● Overall leadership of Brave Bison and setting Brave Bison’s values and standards
● Approval of Brave Bison’s long-term objectives and commercial strategy
● Approval of the annual operating and capital expenditure budgets and any changes to them
● Major investments or capital projects
● The extension of Brave Bison’s activities into any new business or geographic areas
● Any decision to cease any material operations
● Changes in Brave Bison’s capital structure or management and control structure
● Approval of the annual report and accounts and preliminary and half-yearly financial statements
● Approval of treasury policies, including foreign currency exposures and use of financial derivatives
● Ensuring the maintenance of a sound system of internal control and risk management (further details of
which are included in the Risks and Uncertainties section of the Strategic Report on pages 8-10 of this
document)
16
BRAVE BISON GROUP PLC
STATEMENT ON CORPORATE GOVERNANCE
For the year ended 31 December 2021
● The entering into of agreements that are not in the ordinary course of business or material strategically
or by reason of their size
● Changes to the size, composition or structure of the Board and its committees
The Board has delegated certain of its responsibilities to committees. During the year under review the
committees were constituted as follows:
● The Audit Committee, comprising Matthew Law (Committee Chair); and
● The Remuneration Committee, comprising Matthew Law (Committee Chair).
The Terms of Reference for each of the committees are available to view on Brave Bison’s website:
www.bravebison.com/investors/corporate-governance. Owing to the size and business of the Company, the
Board does not consider it appropriate or beneficial to shareholders to include an Audit Committee report in this
document. The report from the Remuneration Committee can be found on pages 20 – 23 of this document.
Board tenure
Oliver Green was re-appointed as a director of Brave Bison Group plc at the 2020 AGM which was held on 17
June 2020.
Philippa Norridge was re-appointed as a director of Brave Bison Group plc at the 2020 AGM which was held on
17 June 2020.
Matthew Law was re-appointed as a director of Brave Bison Group plc at the 2020 AGM which was held on 17
June 2020.
Theodore Green was re-appointed as a director of Brave Bison Group plc at the 2021 AGM which was held on
27 May 2021.
Insurance and indemnity
In accordance with Article 54 of the Brave Bison’s articles of association, Brave Bison’s directors and officers are
entitled to an indemnity from Brave Bison against liabilities incurred by them in the actual or purported exercise
of their duties, or exercise of their powers including liability incurred in defending any proceedings (whether civil
or criminal) which relate to anything done or omitted to be done and in which judgment is given in his favour, or
in which he is acquitted, or which are otherwise disposed of.
In addition, Brave Bison has purchased and maintains directors’ and officers’ liability insurance cover against
certain legal liabilities and costs for claims incurred in respect of any act or omission in the execution of their
duties and which has been in place throughout the year.
Board balance
The Board comprises individuals with wide business experience gained in various industry sectors related to
Brave Bison’s business and it is the intention of the Board to ensure that the balance of the directors reflects the
changing needs of that business. The Board considers that it is of a size and has the balance of skills, knowledge,
experience and independence that is appropriate for Brave Bison’s business. While not having a specific policy
regarding the constitution and balance of the Board, potential new directors are considered on their own merits
with regards to their skills, knowledge, experience and credentials. Female candidates or candidates from any
particular ethnic or national background would each be considered equally.
17
BRAVE BISON GROUP PLC
STATEMENT ON CORPORATE GOVERNANCE
For the year ended 31 December 2021
The Non-Executive Director contributes his considerable experience and wide-ranging skills to the Board and
provide a valuable independent perspective; where necessary constructively challenging proposals, policy and
practices of executive management. In addition, the Non-Executive Director has assisted in formulating Brave
Bison’s strategy from an independent perspective.
Oliver Green (Executive Chairman) has worked in digital marketing and technology for the last nine years across
a range of sectors including FMCG, Technology, B2B and Automotive. Oliver most recently worked as Chief
Executive Officer at Tangent Marketing Services Limited, a Top 100 digital marketing agency. Clients have
included Amazon, Sky, PepsiCo, SAP, IWG, Carlsberg and Group PSA. Oliver has advised on strategy across
projects such as digital transformation, conversion rate optimisation and social marketing. Oliver was listed on
Campaign US’ annual #MediaWeek 30 under 30 for 2020.
Philippa Norridge (CFO and Executive Director) has a wealth of relevant experience, having spent the last 17
years working in the media and marketing services sector. After graduating from Oxford University, Philippa
went on to qualify as a chartered accountant with Kingston Smith (now Moore Kingston Smith), leading audits
and projects in their specialist media and marketing division. Philippa has since held senior finance roles at a
number of marketing services firms, including Finance Director at leading independent agency Albion Brand
Communications, global agency group MullenLowe Profero, and Tangent Marketing Services Limited, a Top 100
digital marketing agency.
Matthew Law (Non-Executive Director) has 21 years' experience working in brand marketing and advertising,
with a particular focus on the use of emerging digital technology. Matt is currently a partner and Chief Operating
Officer of Outlier Ventures which focuses on assisting business founders in the digital services sector, providing
specialist advice on business strategy and continuing and maintaining growth. Prior to this, Matt worked as
Global Chief Operating Officer at independent agency network AnalogFolk, which assists companies in using
digital technology to advance their brands. Whilst at AnalogFolk, Matt developed the content marketing
business, leading to the agency winning awards with the Webby's, Drum Content Awards, Cannes among others.
He was responsible for business planning, growth, talent and expansion strategy for the network, including the
launch of a new subsidiary and office in Shanghai. Matt has worked with clients including the Guardian, BBC,
Vodafone, HSBC, Nike, Unilever, Pernod Ricard and Sainsbury's.
Theodore Green (Chief Growth Officer and Executive Director) has broad experience across digital media and
marketing, as well as acquisitions and capital markets. Theodore worked alongside Oliver at Tangent Marketing
Services Limited, a Top 100 digital marketing agency, and prior to that Theodore held a number of roles at
Brockton Capital, a UK-focused private equity firm with gross assets of £1.5bn.
Relationship with shareholders
Primary responsibility for effective communication with shareholders lies with the Executive Chairman, but all
Brave Bison’s directors are available to meet with shareholders throughout the year. The Executive Chairman,
Chief Growth Officer and Chief Financial Officer have been active in meeting with and preparing presentations
for analysts and institutional investors. Brave Bison endeavours to answer all queries raised by shareholders
promptly, where appropriate to do so.
Investor relations (IR) and communications
Brave Bison’s Executive Chairman has attended a number of industry conferences and regularly meets or is in
contact with existing and potential institutional investors.
Whenever required, the Executive Directors and the Chairman communicate with Brave Bison’s brokers to
confirm shareholder sentiment and to consult on particular governance issues.
18
BRAVE BISON GROUP PLC
STATEMENT ON CORPORATE GOVERNANCE
For the year ended 31 December 2021
In the period since Brave Bison’s admission to AIM, regulatory announcements have been released informing
the market of certain Company matters. Copies of these announcements, together with other IR information and
documents, are available on Brave Bison’s website: www.bravebison.com.
Environmental and social governance
The Company seeks to achieve the highest ethical standards and behaviours in conducting its business, with
integrity, openness, diversity and inclusiveness being high priority from the Board to senior management and
throughout the workforce.
The Company has adopted a formal equal opportunities policy which is contained in our employee handbook.
The aim of the policy is to ensure no job applicant, employee or worker is discriminated against either directly or
indirectly on the grounds of race, sex, disability, sexual orientation, gender reassignment; marriage or civil
partnership; pregnancy or maternity; religion or belief or age.
In conducting our business and developing strategy we have placed greater emphasis on social and
environmental considerations, embarking on a number initiatives including:
running diversity and inclusion and unconscious bias training for all staff;
•
• monthly ‘Lunch & Learn’ sessions where we have guest speakers from various sectors and backgrounds;
•
• partnering with Tree Nation to plant 20 trees for every new campaign we launch.
encouraging employees to take two paid days to volunteer in the local community; and
Greenlight has been a carbon negative business since 2018, and this has been extended across the entire Brave
Bison Group in 2021.
Summary
In presenting this report the Board is confident that it has presented a balanced and understandable assessment
of Brave Bison’s position and prospects.
Oliver Green
Executive Chairman, Brave Bison Group plc
27 April 2022
19
BRAVE BISON GROUP PLC
DIRECTORS’ REMUNERATION REPORT
For the year ended 31 December 2021
Directors’ Remuneration Report
Brave Bison has an established remuneration committee, chaired by the Non-Executive Director. The
Committee is responsible for the consideration and approval of the terms of service, remuneration, bonuses,
share-based incentives, and other benefits of the Executive Directors. All decisions made are after giving due
consideration to the size and nature of the business and the importance of retaining and motivating
management.
The Committee held two meetings during the year, both chaired by Matthew Law. The members of the
Committee have no personal interest in the outcome of their decisions and give due regard to the interests of
shareholders and to the continuing financial and commercial health of the business.
Executive Director Service Contracts
The Executive Directors have all entered into service contracts with the Company. The terms of these contracts
provide for customary restrictive covenants as appropriate. Details of the service contracts are shown below:
Oliver Green
Theodore Green
Philippa Norridge
Executive Director Emoluments
Date of
Contract
February 2021
February 2021
May 2020
Notice
Period
12 months
12 months
6 months
The remuneration of the Executive Directors for 2021 is detailed in the table below:
Oliver Green
Theodore Green
Philippa Norridge
Salary,
pension and
healthcare
£000’s
60
60
133
Compensation for
loss of office
£000’s
-
-
-
Bonus
£000’s
-
-
20
Aggregate
Emoluments
£000’s
60
60
153
Oliver Green and Theodore Green each received no salary from Brave Bison in 2020. From February 2021,
Oliver Green and Theodore Green each received a basic salary of £50,000 per annum, rising to £100,000 per
annum from November 2021. Philippa Norridge’s salary increased from £120,000 per annum to £150,000 per
annum from November 2021.
Oliver Green and Theodore Green have opted to cap their basic salaries at £125,000 per annum and remove
themselves from any company bonus scheme, in favour of the Long-Term Incentive Plan detailed herein.
Non-Executive Director Appointment Letter
Non-Executive Directors are paid fees and the Company shall reimburse their reasonable, authorised and
properly documented expenses that are incurred in the performance of their duties. The Non-Executive Director
may be removed as a Director at any time in accordance with the Articles or the Companies Act (for example, by
a valid resolution of the Shareholders). The Company may terminate the appointment immediately in certain
circumstances, such as if a material breach of obligations is committed by the Non-Executive Director.
20
BRAVE BISON GROUP PLC
DIRECTORS’ REMUNERATION REPORT
For the year ended 31 December 2021
Non-Executive Directors
The Non-Executive Directors serve under Contracts, and have received fees in 2021, as detailed in the table
below:
Matthew Law
Share Options
Fees
£000’s
30
Under the group’s share option scheme that was introduced in September 2013, employees and Directors may
be awarded share options. In November 2017 the group introduced a new Restricted Share Unit (“RSU”) plan
under the existing EMI share option scheme.
The vesting of awards is between two and four years from the date of grant, depending on the agreement.
The interests of the Executive Directors in Ordinary Shares subject to awards under this plan as at 31 December
2021 were as follows:
Granted
during the
year
Exercised
during the
year
Lapsed in
the year
Outstanding as
at 31 December
2021 Exercise prices
Vesting Dates
Philippa Norridge
12,256,424
-
-
12,256,424
0.1p May 2020–May 2023
None of the Non-Executive Directors had any interests in Ordinary Shares subject to awards under this plan as
at 31 December 2021. Philippa Norridge’s options granted during the year were committed to in 2020 and the
charge was recognised accordingly.
Long Term Incentive Plan
During the year Brave Bison announced the adoption of a Long Term Incentive Plan (“LTIP”) for Oliver Green
and Theodore Green. In structuring the LTIP, the Brave Bison Remuneration Committee was advised by
remuneration consultants h2glenfem and consulted with the Company’s major shareholders representing 69% of
the Company’s issued share capital, inclusive of the Directors and their connected persons.
Pursuant to the LTIP, Oliver Green and Theodore Green, Executive Chairman and Chief Growth Officer
respectively (the “LTIP Executives”) have agreed to subscribe for non-voting subordinate shares in a wholly
owned subsidiary of the Company (“B Shares”).
Subject to the achievement of performance conditions under the LTIP set out below, the B Shares can be
redeemed by the LTIP Executives, who are participating equally in the LTIP on a 50:50 basis, in exchange for
new ordinary shares in the Company (“Ordinary Shares”). Redemptions of B Shares under the LTIP may occur
at any time from the third anniversary of the adoption of the LTIP (the “First Redemption Date”) until the sixth
anniversary of the adoption of the LTIP (the “Final Redemption Date”).
21
BRAVE BISON GROUP PLC
DIRECTORS’ REMUNERATION REPORT
For the year ended 31 December 2021
In the event that the mid-market closing price per Ordinary Share exceeds 3.0 pence on the date(s) of
redemption(s), the B Shares will be capable of redemption by the LTIP Executives at any time with an aggregate
value equal to 15% of value created for the Company’s shareholders from the adoption of the LTIP to
redemption(s) of the B Shares, calculated as:
a) The market value of all Ordinary Shares in issue on redemption of B Shares, less
b) The market value of the 1,080,816,000 Ordinary Shares currently in issue on redemption based on an
opening share price of 1.425 pence per Ordinary Share, indexed at a compounding annualised growth
rate of 8%, less
c) The issue value of any additional new Ordinary Shares issued following adoption of the LTIP and prior
to redemption(s) of the B Shares, indexed at a compounding annualised growth rate of 8%, plus
d) The value of any dividends, share buy backs or any other distributions to shareholders following the
implementation of the LTIP and prior to the redemption(s) of the B Shares
the “Redemption Value”.
In calculating the number of new Ordinary Shares to be issued to the LTIP Executives on redemption(s), the
Redemption Value will be divided by the prevailing mid-market closing price per Ordinary Share over the
previous ten business days prior to Redemption, subject to the total number of Ordinary Shares capable of issue
under the LTIP in no circumstances exceeding 12.5% of the Company’s issued ordinary share capital.
Furthermore, redemption(s) of the B Shares is restricted such that the aggregate shareholdings of the LTIP
Executives and their connected persons does not exceed 29.9% of the Company’s share capital.
The B Shares will also become eligible for redemption in the event of the sale of the Company, the sale of more
than 51% of the Company to an unconnected party or the winding up of the Company.
Any new Ordinary Shares issued pursuant to a redemption of B Shares under the LTIP are required to be held
for a minimum period of 12 months, with a carve out for settling tax liabilities due on redemption, and the
awards under the LTIP are subject to customary malus provisions.
Directors’ Interests
The interests of the Directors in the issued Ordinary Shares as at 31 December 2021 are as follows:
Director
Oliver and Theodore Green*
Philippa Norridge**
Matthew Law
Number of Ordinary Shares
241,468,473
740,000
nil
* Of these shares 240,416,059 are owned by Tangent Marketing Services Limited. Oliver Green owns a further
1,052,414 shares personally.
22
BRAVE BISON GROUP PLC
DIRECTORS’ REMUNERATION REPORT
For the year ended 31 December 2021
** Philippa Norridge has been granted options over 12,256,424 Ordinary Shares with an exercise price of 0.1p,
vesting annually between May 2020 and May 2023. These options are held in addition to the 740,000 Ordinary
Shares already owned.
Matthew Law
Chair of the Remuneration Committee, Brave Bison Group plc
27 April 2022
23
BRAVE BISON GROUP PLC
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF BRAVE BISON GROUP PLC
For the year ended 31 December 2021
Independent auditor’s report to the members of Brave Bison Group plc
We have audited the financial statements of Brave Bison Group plc for the year ended 31 December 2021 which
comprises the Consolidated Income Statement, the Consolidated Statement of Comprehensive Income, the
Consolidated Statement of Financial Position, the Consolidated Statement of Cash Flows, the Consolidated
Statement of Changes in Equity, the Company Balance Sheet, the Company Statement of Changes in Equity and
notes to the financial statements, including significant accounting policies. The financial reporting framework
that has been applied in the preparation of the group financial statements is applicable law and UK adopted
International Financial Reporting Standards (IFRSs). The financial reporting framework that has been applied in
preparation of the parent company financial statements is applicable law and United Kingdom Accounting
Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK
and Republic of Ireland’ (United Kingdom Generally Accepted Accounting Practice).
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 2021 and of the group’s profit for the year then ended;
the group financial statements have been properly prepared in accordance with UK adopted international
accounting standards;
the parent company financial statements have been properly prepared in accordance with United Kingdom
Generally Accepted Accounting Practice; and
the financial statements 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 the 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.
An overview of the scope of our audit
Our audit approach was a risk-based approach founded on a thorough understanding of the group’s business, its
environment and risk profile. We conducted substantive audit procedures and evaluated the group’s internal
control environment. The components of the group were evaluated by the group audit team based on a measure
of materiality, considering each component as a percentage of the group’s total assets, current assets, revenue
and gross profit, which allowed the group audit team to assess the significance of each component and
determine the planned audit response.
For those components that were evaluated as significant components, either a full scope or specified audit
approach was determined based on their relative materiality to the group and our assessment of the audit risk.
For significant components requiring a full scope approach, we evaluated controls by performing walkthroughs
over the financial reporting systems identified as part of our risk assessment, reviewed the accounts production
process and addressed critical accounting matters. We then undertook substantive testing on significant
transactions and material account balances.
In order to address the audit risks identified during our planning procedures, we performed a full scope audit of
the financial statements of the parent company and of the financial information of Brave Bison Limited and
Greenlight Digital Limited. We performed specified audit procedures over the other components in the UK,
including Greenlight Commerce Limited, and Singapore and dormant entities.
24
BRAVE BISON GROUP PLC
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF BRAVE BISON GROUP PLC
For the year ended 31 December 2021
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 period 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 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.
Key Audit Matter - Group
Incorrect revenue recognition
Revenue is a significant item in the consolidated
income statement and impacts a number of
management’s key judgements, performance
indicators and key strategic indicators.
There is a risk of incorrect revenue recognition
due to fraud or error, arising from:
- recognition of revenue in the wrong period;
- revenue not being recognised in accordance
with IFRS 15 ‘Revenue from Contracts with
Customers’; and
- manipulation of revenues around the year-end
through management override.
We therefore identified incorrect revenue
recognition as a significant risk.
How the matter was addressed in the audit - Group
Our audit work included, but was not restricted to:
- Evaluating the group’s revenue recognition accounting
policy to check compliance with IFRS 15, which included
assessing the treatment of each revenue stream under the
principal versus agent criteria to test appropriate gross
versus net presentation.
- Performing substantive testing on a sample of individual
revenue transactions throughout the year across the
significant revenue streams to evaluate whether revenue is
recognised in accordance with the contract terms, having
considered the principles of IFRS 15 and the commercial
substance of the contracts.
- Testing procedures included agreeing revenue transactions
selected for testing through to supporting evidence
including sales invoice, contracts and cash receipts.
- Testing a sample of self-billing sales transactions to ensure
that the revenue recognition was correct.
- Reviewing material credit notes, invoices and receipts post
year end.
Performing sales cut off tests to ensure revenue had been
recognised in the correct period.
In addition, we reviewed the adequacy of the disclosures under
IFRS15.
Key observations
Based on our audit testing we did not identify any material
misstatements of revenue.
25
BRAVE BISON GROUP PLC
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF BRAVE BISON GROUP PLC
For the year ended 31 December 2021
Key Audit Matter - Group
Valuation of goodwill
The directors are required to make an assessment to
determine whether there are impairment indicators relating
to the group's goodwill and other intangible assets.
The total net book value of the intangible assets at the year
end was £6.265m including goodwill of £6.155m as
detailed in note 13.
The process for assessing whether impairment exists under
International Accounting Standard (IAS) 36 ‘Impairment of
Assets’ is complex. The process of determining the value in
use, through forecasting cash flows related to each asset
and the determination of the appropriate discount rate and
other assumptions to be applied, can be highly judgemental
and can significantly impact the results of the impairment
review.
Based on the judgemental nature of an impairment review
and significant impairment adjustments in prior periods,
we identified impairment of intangible assets as a
significant risk.
How the matter was addressed in the
audit - Group
Our audit work included, but was not restricted to:
- Critically assessing management’s assertion that
at the interim valuation management had not been
able to reliably estimate the fair value of acquired
intangible assets in respect of the acquisition of
Greenlight Digital Limited and Greenlight
Commerce Limited in the year;
- Obtaining management’s analysis of their
assessment of whether there were any indicators of
impairment.
- Critically assessing the assumptions underpinning
the valuation of online channel content and
customer relationship intangible assets.
- Evaluating the accounting policy and detailed
disclosures to check whether information provided
in the financial statements is compliant with the
requirements of IAS 36 and consistent with the
results of the impairment review.
- We considered the appropriateness of the
amortisation policy for all non-goodwill intangible
assets.
Key observations
Based on our audit work, we concluded that the
group’s intangible assets including goodwill arising
on the acquisition of Greenlight Digital limited and
Greenlight Commerce Limited are not materially
misstated as the year-end and that management’s
impairment assessment and reassessment of useful
economic life is appropriate.
26
BRAVE BISON GROUP PLC
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF BRAVE BISON GROUP PLC
For the year ended 31 December 2021
Key Audit Matter - Group
Acquisition accounting
The directors are required to make an
assessment of the applicable accounting
treatment of the acquisition of Greenlight
Digital Limited and Greenlight Commerce
Limited as detailed in note 29.
Due to the complex nature of this process, we
identified the accounting for the acquisition of
Greenlight Digital Limited and Greenlight
Commerce Limited as a significant risk.
How the matter was addressed in the
audit - Company
Our audit work included, but was not restricted to:
- Obtaining and critically assessing management’s
accounting entries in respect of the acquisition in
the consolidated financial statements;
- Obtaining and reviewing the Sales and Purchase
Agreement and agreeing the relevant accounting
entries;
- Reperforming management’s goodwill calculation
and critically assessing the underlying assumptions;
- Critically assessing management’s assertion that at
the interim valuation management had not been
able to reliably estimate the fair value of acquired
intangible assets and that at the interim valuation
no fair value adjustments were required in respect
of the acquisition. This included critically assessing
management’s assertion that no separate intangible
assets were required to be recognised in respect of
the acquisition;
- Reviewing management’s assessment of the pro-
rated profit and loss figures since acquisition
included within the consolidated financial
statements;
- Performing specific audit procedures including
cut off testing to ensure the material accuracy of
the figures of the acquired entities included within
the consolidated financial statements; and
- Evaluating the accounting policy and detailed
disclosures to check whether information provided
in the financial statements is compliant with the
requirements of International Financial Reporting
Standard 3 Business Combinations.
Key observations
Based on our audit work, we concluded that
acquisition accounting has been correctly applied in
accordance with the requirements of IFRS 3 and
that management’s year-end impairment
assessment is appropriate.
27
BRAVE BISON GROUP PLC
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF BRAVE BISON GROUP PLC
For the year ended 31 December 2021
Key Audit Matter - Company
How the matter was addressed in the
audit - Company
Impairment of investments
The directors are required to make an
assessment to determine whether the carrying
value of the parent company’s investments in
subsidiaries of £17.635m, as detailed in note 32
is recoverable.
The process for assessing whether impairment
exists under Financial Reporting Standard (FRS)
102 is complex. The process of determining the
value in use through forecasting cash flows and
the determination of the appropriate discount
rate and other assumptions to be applied can be
highly judgemental and can significantly impact
the results of the impairment review.
Due to the complex nature of this process, we
identified impairment of investments as a
significant risk.
Our audit work included, but was not restricted to:
- Obtaining and recalculating management's cash
flow forecasts utilised in the impairment
assessment;
- Reviewing the board minutes, and holding
discussions with management to understand the
strategy for the investments and expectations
going forward;
- Challenging management’s assumptions utilised in
the impairment models, including cash flow
forecasts, growth rates and discount rates;
- Performing a sensitivity analysis to check whether
management’s forecasts would leave positive
headroom if the assumptions of values increased
or decreased;
- Comparing the calculated value in use for the
investment to the carrying value of its net assets to
check that is not impaired; and
- Evaluating the accounting policy and detailed
disclosures to check whether information provided
in the financial statements is compliant with the
requirements of FRS 102 and consistent with the
results of the impairment review.
Key observations
Based on our audit work, we concluded that the
carrying value of the company’s investments is not
materially misstated at the year-end and that
management’s impairment assessment is
appropriate.
28
BRAVE BISON GROUP PLC
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF BRAVE BISON GROUP PLC
For the year ended 31 December 2021
Key Audit Matter - Group
How the matter was addressed in the
audit - Group
Going concern
The global impact of the ongoing COVID-19
pandemic has led to unprecedented levels of
uncertainty of outcomes, with the full range of
possible effects unknown.
Given the historic trading performance and
the continued impact of COVID 19, going
concern is considered to be a key risk area.
Our audit work included, but was not restricted to:
- Critically assessing the cashflow projections and
profit and loss forecasts prepared by the directors
and the assumptions underlying them;
- Considering sensitivities over the level of
available financial resources indicated by the
Group’s financial forecasts taking account of
reasonably possible adverse effects that could arise
from these risks individually and collectively. This
included critically assessing and challenging the
sensitivities applied and the mitigating actions
applied by management;
- Reviewing post year end management accounts in
comparison to the cashflow projections and profit
and loss forecasts prepared by the directors; and
- Reviewing the going concern disclosures included
within the financial statements and considering
whether they are appropriate.
Key observations
Based on our audit work, we concluded that there
was no material uncertainty in relation to going
concern and the disclosures made in the financial
statements provide sufficient information in this
area.
29
BRAVE BISON GROUP PLC
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF BRAVE BISON GROUP PLC
For the year ended 31 December 2021
Our application of materiality
The scope and focus of our audit was influenced by our assessment and application of materiality. We define
materiality as the magnitude of misstatement that could reasonably be expected to influence the readers and the
economic decisions of the users of the financial statements. We use materiality to determine the scope of our
audit and the nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, both
individually and on the financial statements as a whole.
Due to the nature of the Group we considered revenue to be the main focus for the readers of the financial
statements, accordingly this consideration influenced our judgement of materiality. Based on our professional
judgement, we determined materiality for the Group to be £153,885, based on a percentage of revenue.
On the basis of our risk assessment, together with our assessment of the overall control environment, our
judgement was that performance materiality (i.e. our tolerance for misstatement in an individual account or
balance) for the Group was 50% of materiality, namely £76,943.
We agreed to report to the Audit Committee all audit differences in excess of £7,694, as well as differences
below that threshold that, in our view, warranted reporting on qualitative grounds. We also reported to the Audit
Committee on disclosure matters that we identified when assessing the overall presentation of the financial
statements.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the use of the going concern basis of accounting in
the preparation of the financial statements is appropriate. Our evaluation of the directors’ assessment of the
entity’s ability to continue to adopt the going concern basis of accounting included a critical assessment of the
detailed cash flow projections prepared by the directors, which are based on their current expectations of trading
prospects, and obtaining an understanding of all relevant uncertainties, including those arising as a result of the
ongoing COVID-19 pandemic and the measures taken by the UK and overseas governments to contain it. We
have factored the ongoing impact of COVID-19 into our analysis of the risks affecting the ability of the group to
continue to trade and meet its liabilities as they fall due for at least twelve months from the date of approval of
the financial statements.
The group achieved a positive cashflow in the year of £3.2m including the costs of the acquisition in the year and
the cash raised from the related share issue. The cash flow projections to 30 June 2023 prepared by the directors
indicate that the group will continue to achieve positive cash inflows throughout 2022 and into 2023.
Furthermore, the directors are confident that the group’s cash flow projections and profit and loss forecasts are
achievable, and the directors are committed to taking any actions available to them to ensure that any shortfall in
forecast revenues is mitigated by cost savings. As stated above we have critically assessed the projections and the
assumptions underlying them in conducting our work in this area.
Based on the work we have performed, we have not identified any material uncertainties relating to events or
conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a
going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the
relevant sections of this report.
30
BRAVE BISON GROUP PLC
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF BRAVE BISON GROUP PLC
For the year ended 31 December 2021
Other information
The directors are responsible for the other information. The other information comprises the information
included in the annual report, other than the financial statements and our auditor’s report thereon. 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.
In connection with our audit of the financial statements, 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 parent company 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 its 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 where the Companies Act 2006 requires us to
report to you if, in our opinion:
•
adequate accounting records have not been kept, or returns adequate for our audit have not been
received from branches not visited by us; or
•
the 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 14, 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 or the parent
company or to cease operations, or have no realistic alternative but to do so.
31
BRAVE BISON GROUP PLC
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF BRAVE BISON GROUP PLC
For the year ended 31 December 2021
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 aggregate, they could reasonably be expected
to influence the economic decisions of users taken on the basis of these financial statements.
further
description
A
responsibilities
https://wwww.frc.org.uk/auditors/auditor-assurance/auditor-s-responsibilities-for-the-audit-of-the-
fi/description-of-the-auditor's-responsibilities-for
available
our
on
of
is
the FRC’s website
at
This description forms part of our auditor’s report.
Explanation as to what extent the audit was considered capable of detecting irregularities,
including fraud
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.
The objectives of our audit in respect of fraud, are; to identify and assess the risks of material misstatement of
the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks
of material misstatement due to fraud, through designing and implementing appropriate responses to those
assessed risks; and to respond appropriately to instances of fraud or suspected fraud identified during the audit.
However, the primary responsibility for the prevention and detection of fraud rests with both management and
those charged with governance of the group and the parent company.
Our approach was as follows:
• We obtained an understanding of the legal and regulatory requirements applicable to the group and the
parent company and considered that the most significant are the Companies Act 2006, UK adopted
International Financial Reporting Standards (IFRSs), UK financial reporting standards as issued by the
Financial Reporting Council, and UK taxation legislation.
• We obtained an understanding of how the group and the parent company complies with these
requirements by discussions with management and those charged with governance.
• We assessed the risk of material misstatement of the financial statements, including the risk of material
misstatement due to fraud and how it might occur, by holding discussions with management and those
charged with governance.
• We inquired of management and those charged with governance as to any known instances of non-
compliance or suspected non-compliance with laws and regulations.
• Based on this understanding, we designed specific appropriate audit procedures to identify instances of
non-compliance with laws and regulations. This included making enquiries of management and those
charged with governance and obtaining additional corroborative evidence as required.
There are inherent limitations in the audit procedures described above. We are less likely to become aware of
instances of non-compliance with laws and regulations that are not closely related to events and transactions
reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher
32
BRAVE BISON GROUP PLC
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF BRAVE BISON GROUP PLC
For the year ended 31 December 2021
than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for
example, forgery or intentional misrepresentations, or through collusion’
Use of our report
This report is made solely to the 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 for no purpose other than to draw to the attention of
the company’s members those matters which we are required to include in an auditor’s report addressed to them.
To the fullest extent permitted by law, we do not accept or assume responsibility to any party other than the
company and company’s members as a body, for our work, for this report, or for the opinions we have formed.
Matthew Banton (Senior Statutory Auditor)
for and on behalf of Moore Kingston Smith LLP …………………..
Chartered Accountants
Statutory Auditor
Devonshire House
60 Goswell Road
London
EC1M 7AD
33
BRAVE BISON GROUP PLC
CONSOLIDATED INCOME STATEMENT AND CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the year ended 31 December 2021
Revenue
Cost of sales
Gross profit
Administration expenses
Restructuring costs
Impairment charge
Operating profit/(loss)
Finance income
Finance costs
Profit/(loss) before tax
Analysed as
Adjusted EBITDA
Finance costs
Finance income
Impairment charge
Depreciation
Amortisation
Adjusted Operating Profit/(loss)
Restructuring costs
Acquisition costs
Equity settled share based payments
Profit/(loss) before tax
Income tax credit
Profit/(loss) attributable to equity holders of the parent
Statement of Comprehensive Income
Profit/(loss) for the year
Items that may be reclassified subsequently to profit or loss
Exchange (loss)/gain on translation of foreign subsidiaries
Total comprehensive profit/(loss) for the year attributable to
owners of the parent
31
December
2021
31
December
2020
Note
£000’s
£000’s
6
8
15
7
9
9
7
9
9
15
14
13
8
29
24
10
21,660
(13,854)
7,806
(7,105)
(176)
-
525
-
(67)
458
1,762
(67)
-
-
(279)
(34)
1,382
(176)
(686)
(62)
458
14,486
(10,510)
3,976
(5,211)
(718)
(248)
(2,201)
4
(61)
(2,258)
133
(61)
4
(248)
(527)
(848)
(1,547)
(718)
-
7
(2,258)
-
227
458
(2,031)
458
(7)
451
(2,031)
2
(2,029)
Profit/(loss) per share (basic and diluted)
Basic and diluted profit/(loss) per ordinary share (pence)
11
0.06p
(0.33p)
All transactions arise from continuing operations.
34
BRAVE BISON GROUP PLC
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 31 December 2021
Non-current assets
Intangible assets
Property, plant and equipment
Current assets
Trade and other receivables
Deferred tax asset
Cash and cash equivalents
Current liabilities
Trade and other payables
Bank Loans <1 year
Lease Liabilities
Non-current liabilities
Lease Liabilities
Bank loans >1 year
Provisions for liabilities
Net Assets
Equity
Share capital
Share premium
Capital redemption reserve
Merger reserve
Merger relief reserve
Retained deficit
Translation reserve
Total equity
At 31
At 31
December December
2020
2021
Note
13
14
17
16
18
20
19
19
20
21
22
6,265
672
6,937
6,636
135
5,906
12,677
144
151
295
3,036
-
2,754
5,790
(10,528)
(108)
(629)
(11,265)
(4,859)
-
(416)
(5,275)
(393)
(308)
(118)
(819)
7,530
-
(50)
-
(50)
760
1,081
84,551
6,660
(24,060)
62,624
(123,468)
142
7,530
613
78,762
6,660
(24,060)
62,624
(123,988)
149
760
The financial statements on pages 34 to 68 were authorised for issue by the Board of Directors on 27 April
2022 and were signed on its behalf by
Philippa Norridge
Chief Financial Officer
35
BRAVE BISON GROUP PLC
CONSOLIDATED STATEMENT OF CASH FLOWS
For the year ended 31 December 2021
Operating activities
Profit/(loss) before tax
Adjustments:
Depreciation, amortisation and impairment
Finance income
Finance costs
Share based payment charges
Decrease / (increase) in trade and other receivables
Increase in trade and other payables
Tax received
Cash inflow / (outflow) from operating activities
Investing activities
Acquisition of subsidiaries
Net cash acquired on acquisition
Purchase of property plant and equipment
Purchase of intangible assets
Interest received
Interest paid
Cash outflow from investing activities
Cash flows from financing activities
Issue of share capital
Proceeds from borrowings
Repayment of borrowings
Repayment of lease liability
Cash inflow / (outflow) from financing activities
2021
£000’s
2020
£000’s
458
(2,258)
57
-
67
62
1,314
2,033
-
3,991
(7,735)
1,451
(34)
-
-
(5)
(6,323)
6,257
-
(36)
(730)
5,491
1,623
(4)
61
(7)
(425)
101
85
(824)
-
-
-
(166)
4
-
(162)
1
50
-
(562)
(511)
Net increase/(decrease) in cash and cash equivalents
3,159
(1,497)
Movement in net cash
Cash and cash equivalents, beginning of year
Increase/(decrease) in cash and cash equivalents
Movement in foreign exchange
Cash and cash equivalents, end of year
2,754
3,159
(7)
5,906
4,249
(1,497)
2
2,754
36
BRAVE BISON GROUP PLC
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 31 December 2021
Share
Capital
£000’s
Share
premium
£000’s
Capital
redemption
Reserve
£000’s
Merger
Reserve
£000’s
Merger relief
Reserve
£000’s
Translation
Reserve
£000’s
Retained
deficit
£000’s
Total
Equity
£000’s
At 1 January 2020
612
78,762
6,660
(24,060)
62,624
147
(121,950)
2,795
Shares issued during the year
Equity settled share based payments
Transactions with owners
Other comprehensive income
Loss and total comprehensive income for the year
At 31 December 2020
Shares issued during the year
Equity settled share based payments
Transactions with owners
1
-
1
-
613
468
-
468
Other Comprehensive income
Profit and total comprehensive income for the year
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(7)
(7)
1
(7)
(6)
2
(2,031)
(2,029)
78,762
6,660
(24,060)
62,624
149
(123,988)
5,789
-
5,789
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
62
62
760
6,257
62
6,319
(7)
458
451
At 31 December 2021
1,081
84,551
6,660
(24,060)
62,624
142
(123,468)
7,530
37
BRAVE BISON GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2021
1
Brave Bison
Brave Bison Group plc (“the Company”) (formerly Rightster Group plc) was incorporated in England and Wales
on 30 October 2013 under the Companies Act 2006 (registration number 08754680) and its registered address is
The Varnish Works, 3 Bravingtons Walk, London, N1 9AJ. On 12 November 2013 the Company entered into
share exchange agreements to acquire 100% of the issued share capital of Brave Bison Limited, a company
incorporated in England and Wales on 16 May 2011 and registered at the same address. On 12 November 2013
the Company was admitted to the Alternative Investment Market (AIM) where its ordinary shares are traded.
The consolidated financial statements of the Group for the year ended 31 December 2021 comprise the
Company and its subsidiaries (together referred to as the “Group”). The Group’s business activities, together
with the factors likely to affect its future development, performance and position are set out in the CFO’s Report
on pages 4-7, and Risks and Uncertainties on pages 8-10. In addition, Note 26 to the financial statements
includes the Group’s objectives, policies and processes for managing its capital; its financial risk management
objectives; details of its financial instruments and its exposure to credit risk and liquidity risk.
2
Basis of preparation
2.1. Going Concern
The consolidated financial statements have been prepared on a going concern basis, which assumes that the
Group will be able to meet its liabilities as they fall due for the foreseeable future, and at least for 12 months
from the date of approval of the consolidated financial statements. The Group is dependent for its working
capital requirements on cash generated from operations, and cash holdings. The cash holdings of the Group at
31 December 2021 were £5.9 million (2020: £2.8 million). The Group made a profit before tax of £0.5 million
for the year ended 31 December 2021 (2020: loss of £2.3 million), and generated an increase in cash and cash
equivalents in 2021 of £3.2 million (2020: decrease of £1.5 million). The Group has net assets of £7.5 million
(2020: £0.8 million). During the year the Group raised £6.2 million of cash from an equity raise, which was used
for the acquisition of Greenlight.
The Directors have prepared detailed cash flow projections for the period to 31 December 2022 and for the
following 6 month period to 30 June 2023 which are based on their current expectations of trading prospects.
The Group achieved positive cashflow of £2.9 million in H2 2021, and the Board forecasts that the Group will
continue to achieve positive cash inflows in 2022 due to both the cost savings that have already been made, and
the expected revenue growth.
The Directors are confident that the Group’s cash flow projections are achievable, and are committed to taking
any actions available to them to ensure that any shortfall in forecast revenues receipts is mitigated by cost
savings.
The Directors also continue to monitor the impact of the ongoing COVID-19 pandemic, and maintain rolling
forecasts which are regularly updated.
The Directors remain confident that the Group has sufficient cash resources for a period of at least twelve
months from the date of approval of these consolidated financial statements despite the impact of the pandemic
and accordingly, the Directors have concluded that it is appropriate to continue to adopt the going concern basis
in preparing these consolidated financial statements.
38
BRAVE BISON GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2021
Basis of consolidation
The consolidated financial statements consolidate the financial statements of Brave Bison Group plc and all its
subsidiary undertakings up to 31 December 2021, with comparative information presented for the year ended 31
December 2020. No profit and loss account is presented for Brave Bison Group plc as permitted by section 408
of the Companies Act 2006.
Subsidiaries are all entities over which the Group has the power to control the financial and operating policies
and is exposed to or has rights over variable returns from its involvements with the investee and has the power
to affect returns. Brave Bison Group plc obtains and exercises control through more than half of the voting
rights for all its subsidiaries. All subsidiaries have a reporting date of 31 December and are consolidated from the
acquisition date, which is the date from which control passes to Brave Bison Group plc.
Entities other than subsidiaries or joint ventures, in which the Group has a participating interest and over whose
operating and financial policies the Group exercises significant influence, are treated as associates. The results of
associate undertakings are consolidated under the equity method of accounting. The Group applies uniform
accounting policies and all intra-group transactions, balances, income and expenses are eliminated on
consolidation.
Unrealised gains and losses on transactions between Group companies are eliminated. Where recognised losses
on intra-group asset sales are reversed on consolidation, the underlying asset is also tested for impairment from a
Group perspective.
Business combinations are accounted for using the acquisition method. The acquisition method involves the
recognition at fair value of all identifiable assets and liabilities, including contingent liabilities of the subsidiary, at
the acquisition date, regardless of whether or not they were recorded in the financial statements of the subsidiary
prior to acquisition. On initial recognition, the assets and liabilities of the subsidiary are included in the
consolidated statement of financial position at their fair values, which are also used as the basis for subsequent
measurement in accordance with the Group accounting policies. Goodwill is stated after separating out
identifiable intangible assets. Goodwill represents the excess of acquisition cost over the fair value of the
Group’s share of the identifiable net assets of the acquired subsidiary at the date of acquisition.
Profit or loss and other comprehensive income of subsidiaries acquired or disposed of during the year are
recognised from the effective date of acquisition, or up to the effective date of disposal, as applicable.
2.2. Adoption of new and revised standards
The Group has chosen to adopt the amendment to IFRS 16 “Leases” early, and has applied this during the year:
Update to IFRS 16 “Leases”
The changes in COVID-19-Related Rent Concessions (Amendment to IFRS 16) amend IFRS 16 to:-
• provide lessees with an exemption from assessing whether a COVID-19-related rent concession is a
•
•
•
lease modification;
require lessees that apply the exemption to account for COVID-19-related rent concessions as if they
were not lease modifications;
require lessees that apply the exemption to disclose that fact; and
require lessees to apply the exemption retrospectively in accordance with IAS 8, but not require them to
restate prior period figures.
Other Standards and amendments that are not yet effective and have not been adopted early by the Company
include:
• Amendments to IAS 1 - Classification of Liabilities as Current or Non-current;
39
BRAVE BISON GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2021
• Amendments to IAS8 - Accounting Policies, Changes in Accounting Estimates and Errors;
• Amendments to IAS 16 - Property, Plant and Equipment: Proceeds before intended use;
• Amendments to IFRS 3 - Reference to the Conceptual Framework;
• Amendments to IAS 37 - Onerous Contracts – Cost of Fulfilling a Contract;
• Annual Improvements to IFRS Standards 2018–2020;
• Amendments to IFRS 10 and IAS 28 - Sale or contribution of assets between an investor
and its associate or joint venture; and
• Amendments to IFRS 4, IFRS 7, IFRS 9, IFRS 16 & IAS 39 - Interest Rate Benchmark
Reform – Phase 2.
3
Statement of compliance
The financial statements have been prepared in accordance with the accounting policies and presentation
required by UK adopted International Financial Reporting Standards (IFRS), and International Financial
Reporting Interpretations Committee (“IFRIC”) Interpretations as endorsed for use in the UK. They are
presented in pounds sterling. The financial statements have also been prepared in accordance with those parts of
the Companies Act 2006 that are relevant to companies that prepare financial statements in accordance with UK
adopted IFRS.
4
Summary of accounting policies
The Group’s presentation and functional currency is £ (Sterling). The financial statements are presented in
thousands of pounds (£000’s) unless otherwise stated.
4.1. Revenue
Revenue is measured at the fair value of the consideration received or receivable and represents amounts
receivable for services provided in the normal course of business, net of discounts and sales related taxes.
Revenue is recognised when the amount of revenue can be measured reliably, it is probable that the economic
benefits associated with the transaction will flow to the entity, the costs incurred or to be incurred can be
measured reliably, and when the criteria for each of the Group’s different activities has been met.
The determination of whether the Group is acting as a principal or an agent in a transaction involves judgment
and is based on an assessment of who controls a specified good or service before it is transferred to a customer.
Significant contracts are reviewed for the indicators of control. The Group is deemed to be acting as a principal
in all significant contracts.
Where the Group’s contractual performance obligations have been satisfied in advance of invoicing the client
then unbilled income is recognised on the balance sheet. Where the Group’s contractual performance
obligations have been satisfied less than amounts invoiced then a contract liability is recognised.
The accounting policies specific to the Group’s key operating revenue categories are outlined below:
Advertising revenue:
• Ad-funded YouTube channel management of third party content owners’ videos. Revenue is recognised
at the point in time when the performance obligation of delivering monetised views occurs; and
• Monetisation of the Group’s owned and operated brands and videos via platforms such as Facebook
and Snapchat. Revenue is recognised at the point in time when the performance obligation of delivering
monetised views occurs.
40
BRAVE BISON GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2021
Fee Based Service revenue:
• Branded Content. Managing the creation of commissioned content and being responsible for procuring
the talent and the associated production costs. The Group recognises revenue in line with the
contractual obligation to deliver a completed episode. Revenue is recognised at the point in time when
each completed episode is delivered. Production costs are deferred on the balance sheet as contract
assets until each completed episode is delivered;
• Managing customer content on platforms such as Facebook and YouTube including rights management
and audience development. Revenue from providing these services is recognised over the time that the
performance obligation to provide services are satisfied;
• License fee revenues for the Group’s own content and third parties’ content are recognised at the point
in time when the performance obligation of delivering the content is satisfied;
• Performance marketing services. Revenue from providing these services is recognised over the time that
the performance obligation to provide services are satisfied; and
• E-commerce web build. Revenue from providing these services is recognised over the time that the
performance obligation to provide services are satisfied.
4.2.
Interest and dividend income
Interest income and expenses are reported on an accrual basis using the effective interest method. Dividend
income, other than from investments in associates, is recognised at the time the right to receive payment is
established.
4.3. Government grants
Government grants are recognised at the fair value of the asset received or receivable when there is reasonable
assurance that the grant conditions will be met and the grants will be received.
A grant that specifies performance conditions is recognised in income when the performance conditions are met.
Where a grant does not specify performance conditions it is recognised in income when the proceeds are
received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.
Government grants are presented as a deduction from the related expense.
4.4. Foreign currency translation
Transactions in foreign currencies are translated at the exchange rate ruling at the date of the transaction.
Monetary assets and liabilities in foreign currencies are translated at the rates of exchange ruling at the balance
sheet date. Non-monetary items that are measured at historical cost in a foreign currency are translated at the
exchange rate at the date of the transaction. Non-monetary items that are measured at fair value in a foreign
currency are translated using the exchange rates at the date when the fair value was determined.
Any exchange differences arising on the settlement of monetary items or on translating monetary items at rates
different from those at which they were initially recorded are recognised in the profit or loss in the period in
which they arise.
The assets and liabilities in the financial statements of foreign subsidiaries and related goodwill are translated at
the rate of exchange ruling at the balance sheet date. Income and expenses are translated at the actual rate on the
date of transaction. The exchange differences arising from the retranslation of the opening net investment in
subsidiaries and on income and expenses during the year are recognised in other comprehensive income and
41
BRAVE BISON GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2021
taken to the “translation reserve” in equity. On disposal of a foreign operation the cumulative translation
differences (including, if applicable, gains and losses on related hedges) are transferred to the income statement
as part of the gain or loss on disposal.
4.5. Segment reporting
IFRS 8 Operating Segments requires operating segments to be identified on the same basis as is used internally for
the review of performance and allocation of resources by the Group Chief Executive (chief operating decision
maker – CODM).
The Board has reviewed the Group and all revenues are functional activities of a digital media and marketing
group, and these activities take place on an integrated basis. The senior executive team review the financial
information on an integrated basis for the Group as a whole, with respective heads of business who are
geographically located and in accordance with IFRS 8 Operating Segments, the Group will be providing a
geographical split. The Group will also be providing a split between the Advertising and Fee based services.
Segmental information is presented in accordance with IFRS 8 for all periods presented within Note 6.
4.6. Leasing
For any new contracts entered into on or after 1 January 2019, the Group considers whether a contract is, or
contains a lease. A lease is defined as ‘a contract, or part of a contract, that conveys the right to use an assed (the
underlying asset) for a period of time in exchange for consideration’. To apply this definition the Group assesses
whether the contract meets three key evaluations which are whether:
• The contract contains an identified asset, which is either explicitly identified in the contract or implicitly
specified by being identified at the time the asset is made available to the Group;
• The Group has the right to obtain substantially all of the economic benefits from use of the identified
asset throughout the period of use, considering its rights within the defined scope of the contract; and
• The Group has the right to direct the use of the identified asset throughout the period of use. The
Group assess whether it has the right to direct ‘how and for what purpose’ the asset is used throughout
the period of use.
At lease commencement date, the Group recognises a right-of-use asset and a lease liability on the balance sheet.
The right-of-use asset is measured at cost, which is made up of the initial measurement of the lease liability, any
initial direct costs incurred by the Group, an estimate of any costs to dismantle and remove the asset at the end
of the lease, and any lease payments made in advance of the lease commencement date (net of any incentives
received).
The Group depreciates the right-of-use assets on a straight-line basis from the lease commencement date to the
earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The Group also assesses
the right-of-use asset for impairment when such indicators exist.
At the commencement date, the Group measures the lease liability at the present value of the lease payments
unpaid at that date, discounted using the interest rate implicit in the lease if that rate is readily available or the
Group’s incremental borrowing rate.
Lease payments included in the measurement of the lease liability are made up of fixed payments (including in
substance fixed), variable payments based on an index or rate, amounts expected to be payable under a residual
value guarantee and payments arising from options reasonably certain to be exercised.
Subsequent to initial measurement, the liability will be reduced for payments made and increased for interest. It
is remeasured to reflect any reassessment or modification, or if there are changes in in-substance fixed payments.
42
BRAVE BISON GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2021
When the lease liability is remeasured, the corresponding adjustment is reflected in the right-of-use asset, or
profit and loss if the right-of-use is already reduced to zero.
The Group has elected to account for short-term leases and leases of low-value assets using the practical
expedients. Instead of recognising a right-of-use asset and lease liability, the payments in relation to these are
recognised as an expense in the profit or loss on a straight-line basis over the lease term.
On the statement of financial position, right-of-use assets have been included in property, plant and equipment
and lease liabilities have been included in trade and other payables.
4.7. Property, plant and equipment
Property, plant and equipment are stated at historical cost less accumulated depreciation and impairment.
Depreciation is calculated to write down the cost less estimated residual value of all property, plant and
equipment by equal annual instalments over their expected useful lives less estimated residual values, using the
straight line method. The rates generally applicable are:
• Fixtures & Fittings – 3 years or over remaining lease term
• Computer Equipment – 3 years
The gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined
as the difference between the sales proceeds and the carrying amount of the asset and is recognised in profit or
loss.
The assets’ residual value and useful lives are reviewed, and adjusted if required, at each balance sheet date. The
carrying amount of an asset is written down immediately to its recoverable amount if the carrying amount is
greater than its estimated recoverable amount.
The Group depreciates the right-of-use assets on a straight-line basis from the lease commencement date to the
earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The Group also assesses
the right-of-use asset for impairment when such indicators exist.
4.8.
Impairment of property, plant and equipment
At each balance sheet date, the Group reviews the carrying amounts of its property, plant and equipment to
determine whether there is any indication that those assets have suffered an impairment loss. If any such
indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the
impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the
Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. Recoverable
amount is the higher of fair value less costs of disposal 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.
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 (or cash-generating unit) is reduced to its recoverable amount. An impairment
loss is recognised immediately in profit or loss.
Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is
increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not
exceed the carrying amount that would have been determined had no impairment loss been recognised for the
asset (cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or
loss.
43
BRAVE BISON GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2021
4.9.
Intangible assets
An intangible asset, which is an identifiable non-monetary asset without physical substance, is recognised to the
extent that it is probable that the expected future economic benefits attributable to the asset will flow to the
Group and that its cost can be measured reliably. The asset is deemed to be identifiable when it is separable or
when it arises from contractual or other legal rights.
Intangible assets acquired as part of a business combination, are shown at fair value at the date of the acquisition
less accumulated amortisation. Amortisation is charged on a straight line basis to profit or loss. The rates
applicable, which represent the Directors’ best estimate of the useful economic life, are:
• Customer relationships - 5 years
• Online channel content – 3 to 5 years
• Brands – 3 years
• Technology – 1 to 5 years
For customer relationships the estimate of useful economic life was revised from 10 years to 5 years during the
prior year as the Directors felt this was a more accurate reflection of the average length of a customer
relationship in our industry.
4.10. Impairment of intangible assets
At each balance sheet date, the Group reviews the carrying amounts of its intangible assets and goodwill to
determine whether there is any indication that those assets have suffered an impairment loss. If any such
indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the
impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the
Group estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs of disposal 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.
If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the
asset is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss.
4.11. Development costs
Expenditure on the research phase of an internal project is recognised as an expense in the period in which it is
incurred. Development costs incurred on specific projects are capitalised when all the following conditions are
satisfied:
• Completion of the asset is technically feasible so that it will be available for use or sale;
•
•
The Group intends to complete the asset and use or sell it;
The Group has the ability to use or sell the asset and the asset will generate probable future economic
benefits (over and above cost);
There are adequate technical, financial and other resources to complete the development and to use or
sell the asset; and
The expenditure attributable to the asset during its development can be measured reliably.
•
•
Development costs not meeting the criteria for capitalisation are expensed as incurred. The cost of an internally
generated asset comprises all directly attributable costs necessary to create, produce and prepare the asset to be
44
BRAVE BISON GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2021
capable of operating in the manner intended by management. Directly attributable costs include employee (other
than Director) costs incurred along with third party costs.
Judgement by the Directors is applied when deciding whether the recognition requirements for development
costs have been met. Judgements are based on the information available at the time when costs are incurred. In
addition, all internal activities related to the research and development of new projects is continuously monitored
by the Directors.
4.12. Investments in associates and joint ventures
Investments in associates and joint ventures are accounted for using the equity method. The carrying amount of
the investment in associates and joint ventures is increased or decreased to recognise the Group’s share of the
profit or loss and other comprehensive income of the associate or joint venture, adjusted where necessary to
ensure consistency with the accounting policies of the Group.
4.13. Taxation
Tax expenses recognised in profit or loss comprise the sum of the tax currently payable and deferred tax not
recognised in other comprehensive income or directly in equity.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in
the statement of comprehensive income because it excludes items of income or expense that are taxable or
deductible in other years and it further excludes items that are never taxable or deductible. The Group’s liability
for current tax is calculated using tax rates that have been enacted or substantively enacted by the balance sheet
date.
Deferred tax
Deferred tax is recognised on differences between the carrying amounts of assets and liabilities in the financial
statements and the corresponding tax bases used in the computation of taxable profit, and are accounted for
using the liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences,
and deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is
probable that taxable profits will be available against which those deductible temporary differences can be
recognised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from
the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that
affects neither the taxable profit nor the accounting profit. Deferred tax liabilities are recognised for taxable
temporary differences associated with investments in subsidiaries except where the Group is able to control the
reversal of the temporary difference and it is probable that the temporary difference will not reverse in the
foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such
investments are only recognised to the extent that it is probable that there will be sufficient taxable profits
against which to recognise the benefits of the temporary differences and they are expected to reverse in the
foreseeable future.
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 assets and liabilities are measured at the tax rates that are expected to apply in the period in which
the liability is settled or the asset recognised based on tax rates (and tax laws) that have been enacted or
substantively enacted by the balance sheet date. The measurement of deferred tax liabilities and assets reflects the
tax consequences that would follow from the manner in which the Group expects, at the reporting date, to
recover or settle the carrying amount of its assets and liabilities. Deferred tax assets and liabilities are offset
when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they
relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax assets
and liabilities on a net basis.
45
BRAVE BISON GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2021
4.14. Financial Instruments
Recognition and derecognition
Financial assets and financial liabilities are recognised with the Group becomes a party to the contractual
provisions of the financial instrument. Financial assets are derecognised when the contractual rights to the cash
flows from the financial asset expire, or when the financial asset and substantially all the risks and rewards are
transferred. A financial liability is derecognised when it is extinguished, discharged, cancelled or expires.
Loan and other receivables
The Group accounts for loan and other receivables by recording the loss allowance as lifetime expected credit
losses. These are shortfalls in contractual cash flows, considering the potential for default at any point during the
life of the financial instrument. The Group uses its historical experience, external indicators and forward-looking
information to calculate expected credit losses.
Trade and other payables
Trade and other payables are initially measured at fair value, and are subsequently measured at amortised cost,
using the effective interest method.
Contract assets and liabilities
The Group does not adjust the promised amount of consideration for the effects of a significant financing
component if the entity expects, at contract inception, that the period between when the entity transfers a
promised good or service to a customer and when the customer pays for that good or service will be one year or
less.
4.15. Equity, reserves and dividend payments
Share capital
Share capital represents the nominal value of shares that have been issued.
Share premium
Share premium includes any premiums received on issue of share capital. Any transaction costs associated with
the issuing of shares are deducted from share premium arising on those shares, net of any related income tax
benefits.
Retained deficits
Retained deficits include all current and prior period retained profits or losses. It also includes credits arising
from share based payment charges.
Translation reserve
Translation reserve represents the differences arising from translation of investments in overseas subsidiaries.
Merger reserve
The merger reserve is created when group reconstruction accounting is applied. The difference between the cost
of investment and the nominal value of the share capital acquired is recognised in a merger reserve.
Merger relief reserve
Where the following conditions are met, any excess consideration received over the nominal value of the shares
issued is recognised in the merger relief reserve:
the consideration for shares in another company includes issued shares; and
•
• on completion of the transaction, the company issuing the shares will have secured at least a 90% equity
holding in the other company.
46
BRAVE BISON GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2021
Capital redemption reserve
Where the Company purchases its own equity share capital, on cancellation, the nominal value of the shares
cancelled is deducted from share capital and the amount is transferred to the capital redemption reserve.
Dividend distributions payable to equity shareholders are included in ‘other liabilities’ when the dividends have
been approved in a general meeting prior to the reporting date.
4.16. Cash and cash equivalents
Cash and cash equivalents include cash in hand, deposits held at call with banks, together with other short-term
highly liquid investments that are readily convertible into known amounts of cash having maturities of 3 months
or less from inception and which are subject to an insignificant risk of change in value, and bank overdrafts.
4.17. Employee benefits
The Group operates two schemes on behalf of its employees, private healthcare and a defined contribution
pension plan and amounts due are expensed as they fall due.
4.18. Share based payments
Employees (including Directors) of the Group received remuneration in the form of share-based payment
transactions, whereby employees render services in exchange for rights over shares (‘equity-settled transactions’).
The Group has applied the requirements of IFRS 2 Share-based payments to all grants of equity instruments. The
transactions have been treated as equity settled.
The cost of equity settled transactions with employees is measured by reference to the fair value at the grant date
of the equity instrument granted. The fair value is determined by using the Black-Scholes method. The cost of
equity-settled transactions is recognised, together with a corresponding charge to equity, over the period between
the date of grant and the end of a vesting period, where relevant employees become fully entitled to the award.
The total value of the options has been pro-rated and allocated on a weighted average basis.
4.19. Restructuring Costs
Restructuring costs relate to corporate re-organisation activities previously undertaken or announced, as detailed
in note 8.
4.20. Provisions
The Group has recognised a provision for the costs to restore leased property to its original condition, as
required by the terms and conditions of the lease. This is recognised when the obligation is incurred, either at
the commencement date or as a consequence of having used the underlying asset during a particular period of
the lease, at the directors’ best estimate of the expenditure that would be required to restore the assets. Estimates
are regularly reviewed and adjusted as appropriate for new circumstances.
5
Critical accounting judgements and key sources of estimation uncertainty
The preparation of financial statements under UK adopted IFRS requires the Group to make estimates and
assumptions that affect the application of policies and reported amounts. Estimates and judgements are
continually evaluated and are based on historical experience and other factors including expectations of future
events that are believed to be reasonable under the circumstances. Actual results may differ from these estimates.
The estimates and assumptions which have a risk of causing a material adjustment to the carrying amount of
assets and liabilities are discussed below.
47
BRAVE BISON GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2021
5.1. Critical accounting judgements
Intangible assets and impairment
The Group recognises the intangible assets acquired as part of business combinations at fair value at the date of
acquisition. The determination of these fair values is determined by experts engaged by management and based
upon management’s and the Directors’ judgement and includes assumptions on the timing and amount of future
incremental cash flows generated by the assets and selection of an appropriate discount rate. Furthermore
management must estimate the expected useful lives of intangible assets and charge amortisation on these assets
accordingly.
Included within intangible assets are capitalised customer relationships. These were acquired as part of the
acquisitions of Viral Management Limited and Base79 Limited. These assets were fully amortised during the
prior period, as detailed in note 13. During 2020 the Group capitalised the costs associated with the acquisition
of certain assets of The Hook, which it has estimated have a useful economic life of 5 years.
Trade debtors’ recovery
Within trade debtors there is a balance of £0.7 million (2020: £0.7 million) which is over one year in age which
the Group has judged it not necessary to provide for. This is because it believes it is recoverable, since there is a
trade creditor balance of £0.8 million (2020: £0.8 million) with the same company, and the Group is anticipating
reaching agreement that these balances may be set off against each other.
Treatment of revenue as agent or principal
The determination of whether the Group is acting as a principal or an agent in a transaction involves judgment
and is based on an assessment of who controls a specified good or service before it is transferred to a customer.
Significant contracts are reviewed for the indicators of control. These include if the Group is primarily
responsible for fulfilling the promise to provide the good or service, if the Group has inventory risk before the
good or services has been transferred to the customer and if the Group has discretion in establishing the price
for the good or service. Revenue relating to Snapchat was assessed in the prior year and it was determined that
the Group was acting as a principal, therefore the revenue was recognised on a gross basis. This increased the
revenue by £1.0 million (2020: £1.3m).
Deferred taxation
Deferred tax assets are recognised in respect of tax loss carry forwards only to the extent that the realisation of
the related tax benefit through future taxable profits is probable.
Greenlight acquisition and purchase price allocation
The purchase price allocation of the Greenlight acquisition was provisionally assessed, and the Group judged
that at the interim valuation stage it was not able to reliably estimate the fair value of acquired intangibles and
therefore the excess of consideration over fair value of other assets and liabilities has been allocated to goodwill.
Whilst the Greenlight brand is not intended to be used following the planned re-brand in 2022, and the key
customer relationships sat with the founders who did not remain with the business post-acquisition, a full
valuation exercise will be completed within the one year IFRS3 measurement period from the date of acquisition
which may recognise additional intangible assets separately from goodwill.
5.2. Estimates
Share based payment charges
The Group is required to measure the fair value of its share based payments. The fair value is determined using
the Black-Scholes method which requires assumptions regarding exchange rate volatility, the risk free rate, share
price volatility and the expected life of the share based payment. Exchange rate volatility is calculated using
historic data over the past three years. The volatility of the Group’s share price has been calculated as the
average of similar listed companies over the preceding periods. The risk-free rate range used is between 0% and
2.74% and management, including the Directors, have estimated the expected life of most share based payments
to be 4 years.
48
BRAVE BISON GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2021
Bad debt provision
Recoverability of some receivables may be doubtful although not definitely irrecoverable. Where management
feel recoverability is in doubt an appropriate provision is made for the possibility that the amounts may not be
recovered in full. Provisions are made using past experience however subjectivity is involved when assessing the
level of provision required.
6
Segment Reporting
Geographic reporting
The Group has identified three geographic areas (United Kingdom & Europe, Asia Pacific and Rest of the
world) and the information is presented based on the customers’ location.
Revenue
United Kingdom & Europe
Asia Pacific
Rest of the world
Total revenue
2021
£000’s
17,548
894
3,218
21,660
2020
£000’s
10,022
881
3,583
14,486
The Group identifies two revenue streams, advertising and fee based services. The analysis of revenue by each
stream is detailed below, a detailed overview can be found in the Strategic Report.
Revenue
Advertising
Fee based services
Total revenue
Gross profit
Advertising
Fee based services
Total gross profit
2021
£000’s
14,329
7,331
21,660
2021
£000’s
3,044
4,762
7,806
2020
£000’s
13,092
1,394
14,486
2020
£000’s
2,962
1,014
3,976
Timing of revenue recognition
The following table includes revenue from contracts disaggregated by the timing of recognition.
Products and services transferred at a point in time
Products and services transferred over time
Total revenue
2021
£000’s
14,432
7,228
21,660
2020
£000’s
13,437
1,049
14,486
49
BRAVE BISON GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2021
7
Operating Profit and Profit/(loss) before taxation
The operating profit and the profit/(loss) before taxation are stated after:
Auditor’s remuneration:
- Audit services
- Audit related services
-
Tax compliance
Operating lease rentals – land and buildings on short term leases
Depreciation: property, plant and equipment
Impairment of right-of-use asset
Amortisation
Foreign exchange loss
8
Restructuring costs
Restructuring costs
2021
2020
£000’s
£000’s
80
5
8
56
279
-
34
28
69
5
6
(97)
527
248
848
54
2021
£000’s
176
2020
£000’s
718
Restructuring costs in 2021 relate to corporate reorganisation activities as a result of the acquisition of
Greenlight. Restructuring costs in 2020 relate to redundancy payments and associated costs in relation to the
Board refresh and corporate re-organisation activities undertaken as a result.
9
Finance income and costs
Bank interest received
Interest expense for leasing arrangements
Interest on bank loans
10
Income tax credit
Major components of tax credit:
Current tax:
UK corporation tax at 19.00% (2020: 19.00%)
Research and development tax credits
Overseas tax
Total current tax
50
2021
£000’s
-
2021
£000’s
62
5
67
2020
£000’s
4
2020
£000’s
61
-
61
2021
£000’s
2020
£000’s
-
-
-
-
-
(90)
5
(85)
BRAVE BISON GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2021
10
Income tax credit (continued)
Deferred Tax:
Originations and reversal of temporary differences (Note 16)
Effect of tax rate change on opening balances
Tax charge/(credit) on profit/loss on ordinary activities
-
-
-
(142)
-
(227)
UK corporation tax is calculated at 19.00% (2020: 19.00%) of the estimated assessable loss for the year. Taxation
for other jurisdictions is calculated at the rates prevailing in those jurisdictions.
The credit for the year can be reconciled to the loss per the income statement as follows:
Reconciliation of effective tax rate:
Profit/(loss) on ordinary activities before tax
Income tax using the Company’s domestic tax rate 19.00% (2020:
19.00%)
Effect of:
Expenses not deductible for tax purposes
Fixed asset depreciation allowed under SP3/91
Capital allowances
Share scheme deduction under Part 12 CTA 2009
Research & development tax credits
Deferred tax movement
Unutilised tax losses carried forward
Total tax credit for period
11 Profit /(loss) per share
2021
2020
£000’s
458
£000’s
(2,258)
87
175
(28)
(11)
(55)
(17)
-
(151)
-
(429)
302
(145)
(11)
(2)
(90)
(142)
290
(227)
Both the basic and diluted profit / (loss) per share have been calculated using the profit / (loss) after tax
attributable to shareholders of Brave Bison Group plc as the numerator, i.e. no adjustments to profits / (losses)
were necessary in 2020 or 2021. The calculation of the basic profit / (loss) per share is based on the profit /
(loss) attributable to ordinary shareholders divided by the weighted average number of shares in issue during the
year. Share options were anti-dilutive in 2020 but dilutive in 2021.
Weighted average number of ordinary shares
Dilution due to share options
Total weighted average number of ordinary shares
Basic profit/(loss) per ordinary share (pence)
Diluted profit/(loss) per ordinary share (pence)
Adjusted basic operating profit/(loss) per ordinary share (pence)
Adjusted diluted operating profit/(loss) per ordinary share (pence)
2021
2020
768,367,147 612,667,036
57,637,981
41,367,914
826,005,128 654,034,950
0.06p
0.06p
0.18p
0.17p
(0.33p)
(0.33p)
(0.25p)
(0.25p)
51
BRAVE BISON GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2021
11 Profit/(loss) per share (continued)
Profit/(loss) for the year attributable to ordinary shareholders
Equity settled share based payments
Restructuring costs
Acquisition costs
Tax credit
Adjusted operating profit / (loss) for the period attributable to the
equity shareholders
12 Directors and employees
2021
2020
£000’s
458
£000’s
(2,031)
62
176
686
-
(7)
718
-
(227)
1,382
(1,547)
The average number of persons (including Director’s) employed by the Group during the year was:
2021
Number
60
15
75
2020
Number
47
11
58
2021
£000’s
3,558
341
183
4,082
2020
£000’s
2,276
185
172
2,633
2020
£000’s
262
387
649
Sales, production and operations
Support services and senior executives
The aggregate cost of these employees was:
Wages and salaries
Payroll taxes
Pension contributions
Director’s emoluments paid during the period and included in the above figures were:
Emoluments (including compensation for loss of office)
Compensation for loss of office
2021
£000’s
304
-
304
The highest paid Director received emoluments totalling £0.2 million (2020: £0.3 million). The amount of share
based payments credit (see Note 24) which relates to the Directors was £0.1 million. (2020: £0.1 million charge).
The key management of the Group are the executive members of Brave Bison Group plc’s Board of Directors.
Key management personnel remuneration includes the following expenses:
Salaries including bonuses
Social security costs
Total Emoluments
2021
£000’s
273
38
311
2020
£000’s
649
85
734
52
BRAVE BISON GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2021
13
Intangible assets
Cost
At 31 December 2019
Additions
At 31 December 2020
Additions
At 31 December 2021
Goodwill
£000’s
35,075
-
35,075
6,155
41,230
Amortisation and impairment
At 31 December 2019
Charge for the year
At 31 December 2020
35,075
-
35,075
Charge for the year
At 31 December 2021
-
35,075
Net Book Value
At 31 December 2019
At 31 December 2020
-
-
At 31 December 2021
6,155
Online
Channel
Content Technology
£000’s
£000’s
Customer
Relation-
ships
£000’s
Brands
£000’s
1,868
166
2,034
-
2,034
1,868
22
1,890
34
1,924
-
144
110
5,213
-
5,213
-
5,213
5,213
-
5,213
-
5,213
-
-
-
273
-
273
-
273
273
-
273
-
273
-
-
-
19,332
-
19,332
-
19,332
18,506
826
19,332
-
19,332
826
-
-
Total
£000’s
61,761
166
61,927
6,155
68,082
60,935
848
61,783
34
61,817
826
144
6,265
During the year, the Group acquired Greenlight Digital Limited and Greenlight Commerce Limited and
capitalised goodwill of £6.2 million.
Goodwill is not amortised, but tested annually for impairment with the recoverable amount being determined
from value in use calculations.
During 2020 the Group accelerated amortisation relating to customer relationships by £0.6m as the estimate of
the useful economic life of these assets was reduced to 5 years rather than 10 years as the Directors felt this was a
more accurate reflection of the average length of client relationship in our industry.
During 2020 the Group acquired certain assets from The Hook and capitalised costs of £0.2 million. This is
included above in Online Channel Content and is being amortised over five years with represents the Directors
best estimate of the useful economic life.
53
BRAVE BISON GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2021
13
Intangible assets (continued)
The recoverable amount of the intangible assets has been determined based on value in use. Value in use has
been determined based on future cash flows after considering current economic conditions and trends, estimated
future operating results, growth rates and anticipated future economic conditions.
As at 31 December 2021, the intangible assets were assessed for impairment. The impairment charge was £nil
million (2020: £nil).
The estimated cash flows for a period of 5 years were developed using internal forecasts, and a pre-tax discount
rate of 10%. The cash flows beyond 5 years have been extrapolated assuming nil growth rates. The key
assumptions are based on growth of existing and new customers and forecasts, which are determined through a
combination of management’s views, market estimates and forecasts and other sector information.
14 Property, plant and equipment
Right of Use
asset
Leasehold
Improvements
Computer
Equipment
Fixtures &
Fittings
Total
£000’s
£000’s
£000’s
£000’s
£000’s
Cost
At 31 December 2019
Additions
At 31 December 2020
Additions
Acquisition of subsidiary
At 31 December 2021
Depreciation and
impairment
At 31 December 2019
Charge for the year
Impairment charge
At 31 December 2020
Charge for the year
At 31 December 2021
Net Book Value
At 31 December 2019
At 31 December 2020
At 31 December 2021
1,018
17
1,035
-
719
1,754
127
514
248
889
256
1,145
891
146
609
-
-
-
-
11
11
-
-
-
-
2
2
-
-
9
902
-
902
34
36
972
896
3
-
899
19
918
6
3
54
220
-
220
-
-
220
208
10
-
218
2
220
12
2
-
2,140
17
2,157
34
766
2,957
1,231
527
248
2,006
279
2,285
909
151
672
54
BRAVE BISON GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2021
15
Impairment charge
Property, plant and equipment
Total impairment charge
16 Deferred taxation assets and liabilities
Deferred tax recognised:
Deferred tax asset
Deferred tax
2021
£000’s
-
-
2020
£000’s
248
248
2021
£000’s
135
135
2020
£000’s
-
-
Unutilised tax losses carried forward which have not been recognised as a deferred tax asset at 31 December
2021 were £52.4 million (2020: £52.6 million). These have not been recognised due to uncertainty about future
consistent taxable profits.
Reconciliation of movement in deferred tax
As at December 2019
Recognised in the income statement
As at 31 December 2020
Addition due to acquisition of Greenlight
Recognised in the income statement
As at 31 December 2021
Deferred tax
on intangible
assets
£000’s
(142)
142
-
(135)
-
(135)
This deferred tax asset relates to short term timing differences and has therefore been recognised.
55
BRAVE BISON GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2021
17 Trade and other receivables
Trade receivables
Less allowance for credit losses
Net trade receivables
Unbilled income
Other receivables
2021
£000’s
4,258
(559)
3,699
1,964
973
6,636
2020
£000’s
914
(40)
874
1,716
446
3,036
The contractual value of trade receivables is £4.3 million (2020: £0.9 million). Their carrying value is assessed to
be £3.7 million (2020: £0.9 million) after assessing recoverability. The contractual value and the carrying value of
other receivables are considered to be the same. The Group’s management considers that all financial assets that
are not impaired or past due are of good credit quality.
The ageing analysis of these trade receivables showing fully performing and past due but not impaired is as
follows:
Not overdue
Not more than three months
More than three months but not more than six months
More than six months but not more than one year
More than one year
2021
£000’s
1,814
786
53
-
1,046
3,699
2020
£000’s
156
3
2
2
711
874
The movement in provision for impairment of trade receivables can be reconciled as follows:
Opening provision
Provisions from acquisition of Greenlight
Receivables provided for during period
Reversal of previous provisions
2021
£000’s
(40)
(500)
(40)
21
(559)
2020
£000’s
(59)
-
(40)
59
(40)
Provisions are created and released on a specific customer level on a monthly basis when management assesses
for possible impairment. At each half year and year end, management will assess for further impairment based
upon expected credit loss over and above the specific impairments noted throughout the year. Within trade
debtors there is a balance of £0.7m which is over one year in age which the Group has judged it not necessary to
provide for. This is because it believes it is recoverable, since there is a similar trade creditor balance with the
same company, and the Group is anticipating reaching agreement that these balances may be set off against each
other.
The other classes within trade and other receivables do not contain impaired assets.
56
BRAVE BISON GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2021
18 Trade and other payables
Trade payables
Other payables
Other taxation and social security
Contract liabilities
Deferred consideration
Accruals and deferred income
2021
£000’s
2,030
-
1,161
1,277
750
5,310
10,528
2020
£000’s
926
68
60
144
-
3,661
4,859
All amounts are short term and the Directors consider that the carrying value of trade and other payables are
considered to be a reasonable approximation of fair value.
The average credit period taken for trade purchases was 53 days (2020: 32 days).
Contract liabilities are utilised upon satisfaction of the associated contract performance obligations. The 2021
contract liability of £1,277,000 is expected to be utilised in the next reporting periods upon satisfaction of the
associated performance obligation. The 2020 contract liability of £144,000 was recognised within revenue during
2021 upon satisfaction of the associated performance obligation.
19
Lease Liabilities
Lease liabilities are presented in the statement of financial position as follows:
Current
Non-current
2021
£000’s
629
393
1,022
2020
£000’s
416
-
416
The Group acquired two office leases with the acquisition of Greenlight which expire in November 2023. With
the exception of short-term leases and leases of low-value underlying assets, each lease is reflected on the balance
sheet as a right-of-use asset and a corresponding lease liability.
57
BRAVE BISON GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2021
19
Lease Liabilities (continued)
The table below describes the nature of the Group’s leasing activities by type of right-of-use asset recognised in
the statement of financial position:
No. of right-of-
use assets
leased
Range of
remaining term
Average
remaining lease
term
Office building
2
2 years
2 years
No. of leases
with
extension
options
-
No. of leases
with
termination
options
-
The lease liabilities are secured by the related underlying assets. Future minimum lease payments at 31 December
2021 were as follows:
Lease payments
Finance charges
Net present values
Within one year One to two
years
£000’s
408
(15)
393
£000’s
700
(71)
629
Total
£000’s
1,108
(86)
1,022
The Group has elected not to recognise a lease liability for short terms leases (leases with an expected term of 12
months or less). Payments made under such leases are expensed on a straight-line basis.
The expense relating to payments not included in the measurement of the lease liability is as follows:
Short-term leases
2021
£000’s
2020
£000’s
-
-
28
28
The Group received a COVID-19 related rent concession during the period of £84,000 (2020: £140,400). It has
applied the exemption granted by the COVID-19 Related Rent Concessions (Amendment to IFRS 16) and has
therefore not assessed this as a lease modification but has included it within administration expenses.
At 31 December 2021 the Group had not committed to any leases which had not yet commenced excluding
those recognised as a lease liability.
20 Bank loans
Loan <1 year
Loan >1 year
2021
£000’s
2020
£000’s
108
308
416
-
50
50
The Group has a Bounce Back Loan Agreement which is due to be fully repaid in 2026. The repayment amount
and timing of each instalment is based on a fixed interest rate of 2.5% payable on the outstanding principal
amount of the loan and applicable until the final repayment date. This loan is unsecured. The Group also has a
Coronavirus Business Interruption Loan (“CBIL”) which was acquired as part of the Greenlight acquisition
which is due to be fully repaid in 2026. The repayment amount and timing of each instalment is based on a fixed
58
BRAVE BISON GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2021
interest rate of 4.35% per annum payable on the outstanding principal amount of the loan and applicable until
the final repayment date. The CBIL and an unused bank overdraft facility of £500,000 available to the
Company’s subsidiary Greenlight Digital Limited are secured by a fixed and floating charge over its assets
together with a cross guarantee with Brave Bison Group Plc, Brave Bison Limited and Greenlight Commerce
Limited in favour of Barclays Bank, dated 1 September 2021.
21 Provisions for liabilities
Dilapidations provision
As at 31 December 2020
On acquisition of subsidiary
Additional provision in the year
As at 31 December 2021
2021
£000’s
118
118
2020
£000’s
-
-
Dilapidation
provision
£000’s
-
113
5
118
The dilapidations provision represents management’s best estimate of the Group’s liability relating to
the restoration of the leased property to its original condition at the end of the lease.
22 Share capital
Ordinary share capital
Ordinary shares of £0.001
At 31 December 2021
£000’s
1,081
Number
1,080,816,000
At 31 December 2020
£000’s
613
Number
612,821,228
Total ordinary share capital of the Company
1,081
613
Rights attributable to ordinary shares
The holders of ordinary shares are entitled to receive notice of and attend and vote at any general meeting of the
Company.
A reconciliation of the movement in share capital during the year is detailed in Note 23.
23 Reconciliation of share capital
Opening balance
Issue of ordinary shares
Closing balance
Ordinary Share
Capital
£000’s
2020
Ordinary
Shares
Number
£0.0000001
Ordinary Share
Capital
£000’s
613
468
1,081
612,342,970
478,258
612,821,228
612
1
613
2021
Ordinary
Shares
Number
£0.0000001
612,821,228
467,994,772
1,080,816,000
59
BRAVE BISON GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2021
24 Share options
During 2021 Brave Bison Limited granted 26,500,000 RSUs, which vest annually over a 3 year period to senior
employees in the business at an exercise price of 1.35 pence.
The options were valued using the Black-Scholes valuation model, using the following assumptions.
Expected option life
Expected volatility
Weighted average volatility
Risk-free interest rate
Expected dividend yield
2021
4 years
50%
50%
0.75%
0%
2020
4 years
50%
50%
0% - 2.74%
0%
Within the assumptions above, a 50% share price volatility has been used, the assumption is based on the
average volatility of similar listed companies over the preceding periods and reviewed against the actual volatility
of the Group during the year.
The charge/credit included within the financial statements for share options for the year to 31 December 2021 is
a £0.1 million (2020: £0.0 million credit).
Details of the options issued under the approved
scheme are as follows:
Outstanding at the beginning of the year
Granted during the year
Exercised during the year
Cancelled during the year
Outstanding at the end of the year
Exercisable at the end of the year
Number
42,560,773
26,500,000
(5,838,212)
(4,391,721)
58,830,840
6,671,999
Weighted average
exercise price
0.7p
1.4p
(0.3)p
(0.8)p
0.8p
1.2p
The weighted average share price on the date options were exercised was 1.48p.
Share options expire after 10 years, the options above expiring between August 2024 and December 2029.
60
BRAVE BISON GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2021
25 Undertakings included in the financial statements
The consolidated financial statements include:
Direct subsidiary
Brave Bison 2021 Limited
Greenlight Digital Limited
Greenlight Commerce Limited
Brave Bison Limited
Indirect subsidiaries
Rightster India LLP
Viral Management Limited
Base 79 Limited
Base 79 Iberia SL
Brave Bison Asia Pacific Pte
Associates
Rebel FC Limited
Class of
share
held
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Country of
incorporation
Proportion
held
Nature of business
UK
UK
UK
UK
Non-trading
100%
Performance marketing
100%
Commerce agency
100%
100% Online video distribution
India
UK
UK
Spain
Singapore
Non-trading
100%
Non-trading
100%
Non-trading
100%
100%
Non-trading
100% Online video distribution
Ordinary
UK
30%
Liquidated in 2020
Rebel FC Limited was dissolved on the 17 November 2020.
All subsidiaries are exempt from an audit with the exception of Brave Bison Limited, Brave Bison
Asia Pacific Pte and Greenlight Digital Limited. Greenlight Commerce Limited is taking the s479A
exemption from audit.
61
BRAVE BISON GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2021
26
Financial Instruments
Categories of financial instruments
Financial assets
Trade and other receivables
Cash and bank balances
Financial liabilities at amortised cost
Trade and other payables
Lease liabilities
As at 31
December
2021
£000’s
As at 31
December
2020
£000’s
6,285
5,906
12,191
9,811
1,022
10,833
2,872
2,754
5,626
(4,715)
(416)
(5,131)
Financial risk management
The Group’s financial instruments comprise cash and liquid resources and various items, such as trade
receivables and trade payables that arise directly from its operations. The main purpose of these financial
instruments is to raise finance for the Group’s operations. The principal financial risks faced by the Group are
liquidity, foreign currency and credit risks. The policies and strategies for managing these risks are summarised
as follows:
Foreign currency risk
Transactional foreign currency exposures arise from both the export of services from the UK to overseas clients,
and from the import of services directly sourced from overseas suppliers. The Group is primarily exposed to
foreign exchange in relation to movements in sterling against the US Dollar, the Euro and the Singapore Dollar.
The Group does not use derivatives to hedge translation exposures. All gains and losses are recognised in profit
or loss on translation at the reporting date. The Group’s current exposures in respect of currency risk are as
follows:
Sterling US Dollar
£000’s
£000’s
4,452
(2,419)
1,091
(2,552)
2,033
(1,461)
9,297
(8,095)
1,202
2,606
(2,347)
259
Singapore
Dollar
£000’s
Euro
Other
Total
£000’s
£000’s
£000’s
21
(50)
(29)
22
(178)
(156)
62
(39)
23
266
(141)
125
-
(71)
(71)
-
(72)
(72)
5,626
(5,131)
495
12,191
(10,833)
1,358
Financial assets
Financial liabilities
Total exposure at
31 December 2020
Financial assets
Financial liabilities
Total exposure at
31 December 2021
62
BRAVE BISON GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2021
26 Financial Instruments (continued)
Sensitivity analysis
The table below illustrates the estimated impact on profit or loss as a result of market movements in the US
Dollar, Singapore Dollar, Euro and Sterling exchange rate.
Impact on loss and equity
10%
Increase
US
Dollars
£000’s
10%
Decrease
US
Dollars
£000’s
10%
Increase
Singapore
Dollars
£000’s
10%
Decrease
Singapore
Dollars
£000’s
10%
Increase
Euro
10%
Decrease
Euro
£000’s
£000’s
For the year to 31 December 2020
(146)
146
(3)
For the year to 31 December 2021
(26)
26
(16)
3
16
2
13
(2)
(13)
Credit risk
The Group’s principal financial assets are cash and cash equivalents and trade and other receivables. The Group
has no significant concentration of credit risk. The maximum exposure to credit risk is that shown within the
balance sheet. All amounts are short term and management consider the amounts to be of good credit quality.
Liquidity/funding risk
The Group’s funding strategy is to ensure a mix of funding sources offering flexibility and cost effectiveness to
match the requirements of the Group.
Contractual maturities
The Group manages liquidity risk by maintaining adequate reserves.
Interest rate risk
The Group holds the majority of its cash and cash equivalents in corporate current accounts. These accounts
offer a competitive interest rate with the advantage of quick access to the funds.
Capital policy
The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going
concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain a capital
structure that optimises the cost of capital.
The Group manages its capital to ensure that entities in the Group will be able to continue as a going concern
while maximising the return to stakeholders through the optimisation of the debt and equity balance. The capital
structure of the Group consists of cash and cash equivalents as disclosed in the statement of financial position
and equity attributable to equity holders of the parent, comprising issued capital, reserves and retained earnings
as disclosed in the consolidated statement of changes in equity.
Debt is defined as long and short-term borrowings (excluding derivatives). Equity includes all capital and
reserves of the Group that are managed as capital.
63
BRAVE BISON GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2021
26
Financial Instruments (continued)
Financial instruments measured at fair value
Financial assets and financial liabilities measured at fair value in the statement of financial position are grouped
into three levels of fair value hierarchy. This grouping is determined based on the lowest level of significant
inputs used in fair value measurement, as follows:
•
•
•
level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities;
level 2 – inputs other than quoted prices included within level 1 that are observable for the asset or
liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and
level 3 – inputs for the asset or liability that are not based on observable market data (unobservable
inputs).
The Group categorises all financial assets and liabilities as level 1.
Maturity analysis
Set out below is a maturity analysis for non-derivative financial liabilities. The amounts disclosed are based on
contractual undiscounted cash flows. The table includes both interest and principal cash flows. The Group had
no derivative financial liabilities at either reporting date.
As at 31 December 2020
Trade and other payables
Leases liabilities
As at 31 December 2021
Trade and other payables
Lease liabilities
Total
£000’s
Less than
1 Year
£000’s
1-3
Years
£000’s
3-5
Years
£000’s
4,715
416
9,811
1,022
4,715
416
9,811
629
-
-
-
393
-
-
-
-
64
BRAVE BISON GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2021
27 Transactions with Directors and other related parties
Transactions with associates and related parties during the year were:
Recharges to Tangent Marketing Services Limited
Recharge for HR related salary
Recharge for property related costs
Recharge for production related salary
Recharges from Tangent Marketing Services Limited
Recharge of Philippa Norridge’s salary during the period 5 February
2020 to 30 April 2020 while acting as interim CFO
Recharge for IT related salary
Recharge for marketing related services
Recharge for production related salary
Amounts owed to Tangent Marketing Services Limited
Amounts owed by Tangent Marketing Services Limited
2021
£000’s
2020
£000’s
24
32
6
62
9
-
-
9
2021
£000’s
2020
£000’s
-
13
27
4
44
34
3
-
-
37
At 31
December
2021
£000’s
5
4
At 31
December
2020
£000’s
3
5
Tangent Marketing Services Limited is a related party by virtue of its shareholding in Brave Bison
Group Plc. All of the above transactions were conducted at arms length.
There are no related party transactions with any family members of the Directors.
65
BRAVE BISON GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2021
28 Reconciliation of liabilities arising from financing activities
Lease Liabilities
Bank loans > 1
year
Bank loans < 1
year
£000’s
£000’s
£000’s
At 31 December 2020
Cashflows
Acquisition of subsidiary
At 31 December 2021
416
(730)
1,336
1,022
50
-
258
308
-
(36)
144
108
Total
£000’s
466
(766)
1,738
1,438
29 Acquisitions
On 1 September 2021, the Company acquired the entire issued share capital of Greenlight Digital
Limited and Greenlight Commerce Limited. The consideration was financed by a share placing and
existing cash balances.
Greenlight Digital is a specialist performance marketing agency providing SEO, paid media, paid
social, digital public relations and other digital marketing services.
The provisional fair value of the assets acquired and liabilities assumed were as follows:
Book value
Fair value
adjustments
Fair value
Goodwill
Tangible Assets
Trade and other receivables
Cash and cash equivalents
Current Liabilities
Non-current liabilities
Deferred tax
The consideration for the acquisition is as follows:
Initial cash consideration – paid
Initial equity consideration – paid
Deferred cash consideration – paid in February 2022
£000’s
5,686
755
3,576
785
(3,679)
(722)
133
6,534
£000’s
-
-
-
-
-
-
-
-
£000’s
5,686
755
3,576
785
(3,679)
(722)
133
6,534
£000’s
5,887
69
578
6,534
The company acquired the entire issued share capital of Greenlight Digital Limited for a total
consideration of £6.5 million. The payment of the deferred consideration was made in February
2022.
66
BRAVE BISON GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2021
29 Acquisitions (continued)
The consolidated Statement of Comprehensive Income includes £0.5 million of acquisition costs.
The fair value of the financial assets includes trade and other receivables with a fair value of £3.6
million and a gross contractual value of £4.0 million. The best estimate at acquisition date of the
contractual cash flows not to be collected is £0.4 million. The goodwill represents the acquired
accumulated workforce and the synergies expected from integrating Greenlight Digital into the
Group’s existing business. The Group has carried out an interim fair value adjustment exercise and
will be completing a full exercise within the one year measurement period from the date of the
acquisition in accordance with IFRS3, and alongside the completion of the integration and the launch
of the revised brand. At the interim valuation stage the Group has not been able to reliably estimate
the fair value of acquired intangibles and therefore the excess of consideration over fair value of
other identifiable assets and liabilities has been allocated to goodwill. Once the full valuation exercise
has been completed additional intangible assets may be recognised separately from goodwill.
The fair value of the 5,082,770 ordinary shares issued as part of the consideration paid for Greenlight
Digital Limited £0.1 million was based on the share price at the date at which the acquisition became
unconditional, which was determined to be the placing price the funds were raised at for the purpose
of the acquisition.
Greenlight Digital Limited contributed £4.5 million revenue and £0.1 million to the Group’s profit
for the period between the date of acquisition and the reporting date.
Greenlight Commerce Limited specialises in working with blue-chip brands and omni-channel
retailers on eCommerce technology systems.
The provisional fair value of the assets acquired and liabilities assumed were as follows:
Book value
Fair value
adjustments
Fair value
Goodwill
Tangible Assets
Trade and other receivables
Cash and cash equivalents
Current Liabilities
Non-current liabilities
Deferred tax
The consideration for the acquisition is as follows:
Initial cash consideration – paid
Initial equity consideration – paid
Deferred cash consideration – paid in February 2022
£000’s
469
-
1,338
666
(524)
-
2
1,951
£000’s
-
-
-
-
-
-
-
-
£000’s
469
-
1,338
666
(524)
-
2
1,951
£000’s
1,759
20
172
1,951
67
BRAVE BISON GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2021
29 Acquisitions (continued)
The company acquired the entire issued share capital of Greenlight Commerce Limited for a total
consideration of £2.0 million. The payment of the deferred consideration was made in February
2022.
The consolidated Statement of Comprehensive Income includes £0.2 million of acquisition costs.
The fair value of the financial assets includes trade and other receivables with a fair value of £1.3
million and a gross contractual value of £1.3 million. The best estimate at acquisition date of the
contractual cash flows not to be collected is £0.0 million. The goodwill represents the acquired
accumulated workforce and the synergies expected from integrating Greenlight Commerce into the
Group’s existing business. The Group has carried out an interim fair value adjustment exercise and
will be completing a full exercise within the one year measurement period from the date of the
acquisition in accordance with IFRS3, and alongside the completion of the integration and the launch
of the revised brand. At the interim valuation stage the Group has not been able to reliably estimate
the fair value of acquired intangibles and therefore the excess of consideration over fair value of
other identifiable assets and liabilities has been allocated to goodwill. Once the full valuation exercise
has been completed additional intangible assets may be recognised separately from goodwill.
The fair value of the 1,518,230 ordinary shares issued as part of the consideration paid for Greenlight
Commerce Limited £0.0 million was based on the share price at the date at which the acquisition
became unconditional, which was determined to be the placing price the funds were raised at for the
purpose of the acquisition.
Greenlight Commerce Limited contributed £1.3 million revenue and £0.2 million to the Group’s
profit for the period between the date of acquisition and the reporting date.
If the acquisition of Greenlight Digital Limited and Greenlight Commerce Limited had been
completed on the first day of the financial year, Group revenues for the year would have been £31.8
million and Group profit would have been £0.8 million.
Deferred consideration disclosed in the Consolidated Statement of Financial Position consists of the
following:
On acquisition of Greenlight Digital Limited
On acquisition of Greenlight Commerce Limited
2021
£000’s
578
172
750
2020
£000’s
-
-
-
30 Post balance sheet events
After the year end 100% of the issued share capital in Greenlight Digital Limited, Greenlight Commerce Limited
and Brave Bison Limited was transferred to Brave Bison 2021 Limited. Brave Bison 2021 Limited converted its
existing £1 ordinary share into 1,000 £0.001 ordinary shares, and issued a further 4,667 £0.001 ordinary shares to
Brave Bison Group plc, giving it a total of 5,667 ordinary shares. Brave Bison 2021 Limited also issued 500
£0.001 B shares to Oliver Green and 500 £0.001 B shares to Theodore Green. This was for the purpose of
setting up the LTIP which is detailed in the Directors Remuneration Report.
68
BRAVE BISON GROUP PLC (COMPANY NUMBER 08754680)
COMPANY BALANCE SHEET
As at 31 December 2021
At 31
At 31
December December
2020
2021
Fixed asset investments
Investments in subsidiaries
Current Assets
Debtors
Current Liabilities
Creditors: amounts falling due within one year
Deferred consideration
Total assets less current liabilities
Capital and reserves
Called up share capital
Share premium account
Capital redemption reserve
Merger relief reserve
Share options reserve
Profit and loss account
32
33
34
34
35
£000’s
£000’s
17,635
9,088
-
-
(2,125)
(750)
(2,875)
1
1
-
-
-
14,760
9,089
1,081
84,551
6,660
62,624
7,071
(147,227)
14,760
613
78,762
6,660
62,624
7,009
(146,579)
9,089
The Company did not trade during the year but incurred costs relating to the acquisition of Greenlight
amounting to £0.7m (2020: £nil).
The financial statements on pages 69 to 75 were authorised for issue by the Board of Directors on 27 April 2022
and were signed on its behalf by
Philippa Norridge
Chief Financial Officer
69
`BRAVE BISON GROUP PLC
COMPANY STATEMENT OF CHANGES IN EQUITY
For the year ended 31 December 2021
At 1 January 2020
Shares issued during the year
Transactions with owners
Share
Capital
£000’s
Share
Premium
£000’s
Capital
redemption
Reserve
£000’s
Merger relief
Reserve
£000’s
Share options
Reserve
£000’s
Profit and
loss account
£000’s
Total
Equity
£000’s
612
78,762
6,660
62,624
7,017
(146,579)
9,096
1
1
-
-
-
-
-
-
-
-
-
-
-
(8)
-
-
-
78,762
6,660
62,624
7,009
(146,579)
1
1
(8)
9,089
6,257
6,257
-
-
-
-
-
-
-
-
-
-
62
(648)
(586)
Other Comprehensive income
Loss and total comprehensive income for the year
-
At 31 December 2020
Shares issued during the year
Transactions with owners
613
468
468
5,789
5,789
Other Comprehensive income
Loss and total comprehensive income for the year
-
-
At 31 December 2021
1,081
84,551
6,660
62,624
7,071
(147,227)
14,760
70
BRAVE BISON GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2021
31 Accounting Policies
The financial statements have been prepared in accordance with applicable accounting standards
including Financial Reporting Standard 102 The Financial Reporting Standard Applicable in the UK and
Republic of Ireland (FRS 102) and the Companies Act 2006. The financial statements have been prepared
on a going concern basis under the historical cost convention, modified to include certain items at fair
value.
The financial statements are prepared in sterling which is the functional currency of the Company. The
figures are presented in thousands of pounds (£000’s) unless otherwise stated.
Going concern
The financial statements have been prepared on a going concern basis, which assumes that the Group will
be able to meet its liabilities as they fall due for the foreseeable future, and at least for 12 months from the
date of approval of the consolidated financial statements. The Group is dependent for its working capital
requirements on cash generated from operations, and cash holdings. The cash holdings of the Group at
31 December 2021 were £5.9 million (2020: £2.8 million). The Group made a profit before tax of £0.5
million for the year ended 31 December 2021 (2020: loss of £2.3 million), and generated an increase in
cash and cash equivalents in 2021 of £3.2 million (2020: decrease of £1.5 million). The Group has net
assets of £7.4 million (2020: £0.8 million).
The Directors have prepared detailed cash flow projections for the period to 31 December 2022 and for
the following 6 month period to 30 June 2023 which are based on their current expectations of trading
prospects. The Group achieved positive cashflow of £2.9 million in H2 2021, and the Board forecasts
that the Group will continue to achieve positive cash inflows in 2022 due to both the cost savings that
have already been made, and the expected revenue growth.
The Directors are confident that the Group’s cash flow projections are achievable, and are committed to
taking any actions available to them to ensure that any shortfall in forecast revenues receipts is mitigated
by cost savings.
The Directors also continue to monitor the impact of the ongoing COVID-19 pandemic, and maintain
rolling forecasts which are regularly updated.
The Directors remain confident that the Group has sufficient cash resources for a period of at least
twelve months from the date of approval of these financial statements despite the impact of the pandemic
and accordingly, the Directors have concluded that it is appropriate to continue to adopt the going
concern basis in preparing these financial statements.
Deferred taxation
Deferred tax represents the future tax consequences of transactions and events recognised in the financial
statements of current and previous periods. It is recognised in respect of all timing differences, with
certain exceptions. Timing differences are differences between taxable profits and total comprehensive
income as stated in the financial statements that arise from the inclusion of income and expense in tax
assessments in periods different from those in which they are recognised in the financial statements.
Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable
that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.
Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by
the balance sheet date that are expected to apply to the reversal of timing differences. Deferred tax on
revalued non-depreciable tangible fixed assets and investment properties is measured using the rates and
allowances that apply to the sale of the asset.
71
BRAVE BISON GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2021
Investments
Investments are recognised initially at fair value which is normally the transaction price excluding
transaction costs. Subsequently, they are measured at cost less impairment.
Debtors
Debtors are stated in the balance sheet at estimated net realisable value.
Share based payments
Employees (including Directors) of the Company received remuneration in the form of share-based
payment transactions, whereby employees render services in exchange for shares or rights over shares
(‘equity-settled transactions’).
The cost of equity settled transactions with employees is recovered by reference to the fair value at the
grant date of the equity instrument granted. The fair value is determined by using the Black-Scholes
method. The cost of equity-settled transactions are recognised, together with a corresponding credit to
equity, over the period between the date of grant and the end of vesting period, where relevant employees
become fully entitled to the award. The total value of the options has been pro-rated and allocated on a
weighted average basis.
Exemptions
The Directors have taken advantage of the exemption available under section 408 of the Companies Act
2006 and not presented a profit and loss account for the Company alone.
The Company has adopted the disclosure exemption from the requirement to present a statement of
cashflows and the related notes, which are instead presented on a consolidated basis.
The Company has taken advantage of the FRS 102 exemption, under the terms of Financial Reporting
Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to
disclose related party transactions between the Company and its wholly owned subsidiaries within the
Group.
Share capital and reserves
Share capital represents the nominal value of shares that have been issued.
Share premium includes any premiums received on issue of share capital. Any transaction costs associated
with the issuing of shares are deducted from share premium, net of any related income tax benefits.
Profit and loss account includes all current and prior period retained profits or losses. It also includes
charges related to share-based employee remuneration.
Merger relief reserve – where the following conditions are met any excess consideration received over the
nominal value of the shares issued is recognised in the merger relief reserve:
the consideration for shares in another company includes issued shares; and
•
• on completion of the transaction, the company issuing the shares will have secured at least a 90%
equity holding in the other company.
Where the Company purchases its own equity share capital, on cancellation the nominal value of the
shares cancelled is deducted from share capital and the amount is transferred to the capital redemption
reserve.
Dividend distributions payable to equity shareholders are included in ‘other liabilities’ when the dividends
have been approved in a general meeting prior to the reporting date.
72
BRAVE BISON GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2021
Significant judgements and estimates
The Company is required to test, at least annually, whether investments have suffered any impairment.
The recoverable amount is determined based on value in use calculations. The use of this method requires
the estimation of future cash flows attributable to the acquired cash-generating unit and the choice of a
suitable discount rate in order to calculate the present value of these cash flows. Actual outcomes could
vary.
Where the Company has receivables from other Group entities, the recoverability of the receivables is
assessed at the end of each accounting period. Where there is doubt in regards to the recoverability, the
receivable is considered to be impaired and written down to its recoverable value. This assessment is
made using past experience however subjectivity is involved when assessing the level of recoverability and
impairment.
32
Investments in subsidiaries and associates
Investments
Cost of investments brought forward
Investment in Greenlight
Additions from equity settled share-based payments
Reduction from equity settled share-based payments
Cost of investment carried forward
2021
2020
£000’s
£000’s
9,088
8,485
62
-
17,635
9,096
-
(8)
9,088
As at 31 December 2021, investments were assessed for impairment. The management team have re-
assessed projected cash flows. The estimated cash flows for a period of 5 years were developed using
internal forecasts, and a pre-tax discount rate of 10%. The cash flows beyond 5 years have been
extrapolated assuming nil growth rates. The key assumptions are based on growth of existing and new
customers and forecasts, which are determined through a combination of management’s views, market
estimates and forecasts and other sector information. A sensitivity analysis has also been performed on
the projected cash flows. This assessment did not result in an impairment charge for the year ended 31
December 2021.
At 31 December 2021 the Company had the following subsidiary undertakings:
Class of
share
held
Country of
incorporation
Proportion
held
Direct subsidiary
Ordinary
Brave Bison 2021 Limited
Ordinary
Brave Bison Limited
Ordinary
Greenlight Digital Limited
Greenlight Commerce Limited Ordinary
UK
UK
UK
UK
Indirect subsidiaries
Rightster India LLP
Viral Management Limited
Base 79 Limited
Base 79 SL
Brave Bison Asia Pacific Pte
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
India
UK
UK
Spain
Singapore
100%
100%
100%
100%
100%
100%
100%
100%
100%
73
Nature of business
Non-trading
Online video distribution
Performance marketing
Commerce agency
Non-trading
Non-trading
Non-trading
Non-trading
Online video distribution
BRAVE BISON GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2021
32
Investments in subsidiaries and associates (continued)
Associates
Rebel FC Limited
Ordinary
UK
30%
Liquidated in 2020
Rebel FC Limited was dissolved on the 17 November 2020.
All subsidiaries are exempt from an audit with the exception of Brave Bison Limited, Brave Bison Asia
Pacific Pte and Greenlight Digital Limited. Greenlight Commerce Limited is taking the s479A exemption
from audit.
33 Debtors
Amounts owed by group undertakings
34 Creditors
Amounts owed to group undertakings
Deferred consideration
35 Capital and reserves
2021
£000’s
-
-
2021
£000’s
2,125
750
2,875
2020
£000’s
1
1
2020
£000’s
-
-
-
Ordinary share capital
Ordinary shares of £0.001
At 31 December 2021
£000’s
1,081
Number
1,080,816,000
At 31 December 2020
£000’s
613
Number
612,821,228
Total ordinary share capital of the Company
1,081
613
Called-up share capital represents the nominal value of shares that have been issued.
The movement in share capital can be reconciled as follows:
2021
Ordinary
Shares
Number
£0.0000001
612,821,228
467,994,772
1,080,816,000
Ordinary Share
Capital
£000’s
2020
Ordinary
Shares
Number
£0.0000001
Ordinary Share
Capital
£000’s
613
468
1,081
612,342,970
478,258
612,821,228
612
1
613
Opening balance
Issue of ordinary shares
Closing balance
74
BRAVE BISON GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2021
36 Post balance sheet events
After the year end 100% of the issued share capital in Greenlight Digital Limited, Greenlight Commerce
Limited and Brave Bison Limited was transferred to Brave Bison 2021 Limited. Brave Bison 2021
Limited converted its existing £1 ordinary share into 1,000 £0.001 ordinary shares, and issued a further
4,667 £0.001 ordinary shares to Brave Bison Group plc, giving it a total of 5,667 ordinary shares. Brave
Bison 2021 Limited also issued 500 £0.001 B shares to Oliver Green and 500 £0.001 B shares to
Theodore Green. This was for the purpose of setting up the LTIP which is detailed in the Directors
Remuneration Report.
75