5971EBB Annual Report for 2015 with marj]keting stuff_5971EBB Annual Report for 2015 with mrkting 02/06/2016 17:24 Page 1
crimson tide plc
annual report & accounts 2015
5971EBB Annual Report for 2015 with marj]keting stuff_5971EBB Annual Report for 2015 with mrkting 02/06/2016 17:24 Page 2
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2015 HIGHLIGHTS
FINANCIAL HIGHLIGHTS
• Profit Before Tax increased by 100% to £168k (2014: £84k)
• EBITDA up 30% to £431k (2014: £330k)
• All KPIs at record levels
OPERATIONAL HIGHLIGHTS
• Contracted subscribers and subscriber revenues at
record levels
• Landmark supermarket agreement
• Pursuing of healthcare and geographic opportunities
• Equipment purchases funded by new debt facilities
• Continuing cash generation
Contents
P 5
P6
P7
P 8
Chairman’s Statement
Operating and Financial Review
Investing in the future of our Marketing
Board of Directors
P 9-11
Directors’ Report
P12
Strategic Report
P13-14
Corporate Governance report
Barrie Whipp, Executive Chairman
of Crimson Tide, commented:
Crimson Tide had an excellent year by
and we delivered ahead of schedule.
working on for years came to fruition
leading supermarket that we had been
all measures in 2015. The contract for a
“ “
management and we continue to make
strides in logistics, healthcare and other
We believe that mpro5 has become the
de facto mobility service in facilities
industries. We are very well placed for
future growth.
P14
P15
P16
P16
P17
P18
P19
Report of the Remuneration Committee
Independent Auditor’s report to the Members of Crimson Tide Plc
Consolidated Income Statement for the year ended 31 December 2015
Consolidated Statement of Comprehensive Income for the year ended 31 December 2015
Consolidated Statement of Financial Position at 31 December 2015
Consolidated Statement of Changes in Equity at 31 December 2015
Consolidated Statement of Cash Flows for the year ended 31 December 2015
P20-37
Notes to the Consolidated Financial Statements at 31 December 2015
P38
P39
P40
P41
P42
P43
Company Statement of Financial Position at 31 December 2015
Company Statement of Changes in Equity at 31 December 2015
Company Statement of Cash Flows for the year ended 31 December 2015
Officers and Professional Advisers
Notice of Annual General Meeting
Form of Proxy
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helps:-
• Deliver the Metro newspaper
• Keep most supermarkets clean
• Audit M&S
• Clean Premier Inns
• Audit The Shard
• Patients use the right drug
• Collect data on how people age
• Help the police help people with autism
• Deliver bread across Ireland
• Deliver Nestle products in Australia and Germany
• Audit Matalan stores
• Make sure your Illy coffee tastes right
• Track prosthetics in hospitals
• Record windscreen repairs
• Collect used oil from McDonalds (and KFC)
• Capture signatures
• Collect barcodes
• Clean the London underground
And many more....
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CHAIRMAN’S STATEMENT
All of our key metrics for the business were
exceeded in 2015. Turnover grew by 16%, Profit
Before (and after) Tax by 100% and we grew our
subscriber numbers and contracted revenues to record
numbers.
Technically, the mpro5 service has undergone another
sea change in 2015. Developments for our clients are
incorporated for all users of the platform and this has
seen the addition of items such as temperature recording
in food handling, enhancements to global deliveries,
attachments of documents to jobs and many more.
From the point of view of web development, we have
added significantly enhanced dashboards and reports
and further enhanced the look and feel. There are always
ongoing developments to the system based upon
feedback and these improvements benefit all customers.
In facilities management, we have become the de facto
mobility service for the significant industry players. Two
of the largest organisations rely on mpro5 in their retail,
public services and transportation environments. Having
developed this business over a number of years, we are
extremely confident of continued growth. If one travels
down a typical high street, mpro5 will be being used in
many retail stores. It is used in some form or other in
the majority of the major supermarkets and is used for
security and delivery of newspapers.
In logistics, we are only held back by the speed that our
clients can roll out, and this is on an international basis.
We believe we have a strong offering that can be
rolled out exponentially, especially as mpro5 is available
worldwide and used in an increasing number of
languages in food delivery as well as for cooking oil and
bread.
In healthcare, we have progressed with a number of
transactions and hope to report on further progress in
2016. Some of the applications of mpro5 in healthcare
are extremely interesting and, in some cases ground-
breaking. mpro5 is used by people with haemophilia and
people with autism. The system is also used to track
prosthetics around hospitals and we are working on
further data collection models in virus and
pharmacovigilance.
One of the keys to our business model is the ability to
finance smartphones, tablets and PDAs for a number
of our contracts. During the year we extended our
relationship with Lombard Technical Services, so we can
secure business knowing that the capital requirement is
financed. We are confident that Lombard will continue
to support our efforts.
Cash generation was strong. We have no long term
debt other than the Lombard facilities that match our
long term contracts and a small loan in Ireland. At the
year end cash balances were around £500k.
During the year we decided to undergo a capital
reconstruction to allow the Company, if appropriate, to
pay dividends in the future. This process was completed
in the first quarter of 2016 and the Balance Sheet is
now well set for the future.
In summary, 2015 was an excellent year for Crimson Tide
and provides a platform to take the business further.
2016 will be a year of investment towards further
growth, technically and financially and the Directors look
forward with optimism.
Our staff count has grown significantly from a modest
base. One of our biggest successes is hiring smart
graduates and moulding them in the Crimson Tide way.
I am very proud of our staff and it is their commitment
and dedication that is the bedrock of the Company.
I thank them for their efforts. In addition, we have
received steadfast support from our major shareholders
and again I extend my thanks for their continued
commitment to our efforts.
Barrie Whipp
Executive Chairman
1 June 2016
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OPERATING AND FINANCIAL REVIEW
Iam very pleased to report on our results for the year to
31 December 2015 and review our performance during
this period.
earned reputation for delivering a valuable product of
leading edge software integrated with enterprise class
systems.
OPERATING REVIEW
During 2015, we continued to make significant
investments in our mpro5 software to ensure existing
customers benefit from continuing improvements in
technology, as well as new functionality which we
regularly incorporate into the product. This strategy has
ensured that subscription agreements are often renewed
at the end of the initial contract term, usually 36 months,
and frequently earlier, when for example additional
subscribers are added. In a number of cases, we have
become the solution of choice for some larger entities
who incorporate our solution across a range of their
customers.
The strategy has also made mpro5 the optimum solution
for a growing number of new customers in a range of
industries including logistics, facilities maintenance, field
operations and healthcare activities. We are able to set
up customers quickly and implement the solution in short
timescales so that the productivity gains that result are
immediately realised. A number of related announcements
were made during 2015 and can be found on our website.
Early in the year we repaid the remaining balance on the
term loan from HSBC Bank and concluded financing
arrangements with Lombard for the smartphone and
ruggedised devices we supply to some customers.
We have sought debt funding for this expenditure for
some time as repayments are matched by customers’
subscription receipts, and so are very pleased with the
Lombard relationship which we see growing, as new
customers are added. The asset funding has allowed us
to invest more of our operating cashflows in additional
sales resources, new sales channels and marketing
activities. We will continue to focus on these areas in
the months ahead to accelerate growth in revenues and
contracted incomes.
As our revenues have increased, our costs have remained
proportionately low. This operational gearing is another
of the key ingredients for an increasingly profitable
future. The Crimson Tide team increased to 14 employees
by the 2015 year end and is now 17. All have performed
magnificently over the year, rising to a number of
challenges. Their dedication and teamwork have allowed
us to attract blue-chip customers and achieve a well-
FINANCIAL REVIEW
Turnover in 2015 totalled £1.4m (2014: £1.2m),
comprising mostly longer-term subscription income (over
80%) arising from contracts that typically cover an initial
three year term. Contracted income for future periods is
not recognised in the accounts and therefore any new
deals closed in 2015 have a greater positive impact in
following periods.
Gross margin at over 92% in 2015 (2014: 86%) and
operating margin before depreciation at 31% in 2015
(2014: 27%) both continue to improve, positively
impacting operating profit before depreciation,
amortisation and interest which amounted to £431k in
2015, up 30% from £330k in 2014.
After depreciation, amortisation and interest, the
Company achieved a profit before tax of £168k, double
the £84k reported for 2014.
Net cash generated from operations once again increased
year on year. In 2015, cash from operations totalled
£521k (2014: £433k) of which capital expenditure of
£222k net of additional borrowings was mostly invested
in the mpro5 software and devices for customers
resulting in increased cash balances of £299k (2014:
£107k). Net cash at bank at the end of 2015 totalled
£538k (2014: £239k).
FUTURE PROSPECTS
The outlook for Crimson Tide looks more positive than
ever before. There is a much greater understanding in the
market of the significant benefits that mobilising the
workforce can realise and an increasing urgency to utilise
technology to achieve these aims. Crimson Tide’s mpro5
solution, offered on a subscription basis and therefore
avoiding the need for capital expenditure, is ideally placed
to satisfy this growing demand. Our reputation continues
to be enhanced by the contracts we are winning and the
results we are delivering for our customers. The Board
remains extremely positive that the growth and success of
the Company will continue.
Stephen Goodwin
Finance Director
1 June 2016
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CRIMSON TIDE: INVESTING IN THE FUTURE OF OUR MARKETING
Remarkably, our impressive 2015 growth in pre-tax
profits was achieved with very little marketing
activity. The new financial year has seen marketing
become a high priority. As such, we have recently
established our team of marketing experts. We are now
in the final stages of completing our marketing strategy,
which addresses both our immediate goals, as well as our
longer term objectives, namely to position mpro5 as the
de facto mobility platform of choice for any size of
business in any industry sector, based anywhere in the
world. We are focussing on several key marketing
activities such as:
• Branding: achieve a consistent look & feel across all
areas of visibility to position ourselves as business and
field experts.
• Marketing Communications: ensure all communications
are addressed to the correct audience, with relevant
content in a timely manner and delivered via the
appropriate channels.
• Social Media Marketing: create a business orientated
online presence to inform & stimulate discussion, as
well as obtain user engagement and drive traffic to our
websites. Take advantage of online analytics to tweak
our presence as necessary.
• Event Marketing: attend relevant tradeshows and
seminars to showcase our solution offering
• New Channel Business Development: build a channel of
value added resellers both in the UK and abroad
• Lead Generation: research and identify key target
audiences, introducing our value proposition and
ensure immediate follow up is made.
• Client nurturing: segment our client database to
establish customers with both high and low lifetime
values, industry sectors and countries to ensure relevant
nurturing activities are carried out.
• Marketing collateral base: consolidate all intellectual
marketing collateral; hard and soft materials. Define,
document and enforce standardised procedures.
We know this structured and analytical approach to
marketing and the organised execution of activities
therein will provide a solid foundation leading to greater
business growth opportunities.
Our marketing messages:
1.Our business: Crimson Tide
For more than 12 years Crimson Tide has been at the
forefront of mobile technology helping ambitious
companies to transform and strengthen their global
workforces.
Founded by Barrie Whipp in 1996, Crimson Tide’s primary
focus was in CRM and telecoms software solutions. Using
the experience built up over that period, Crimson Tide
went on to develop mpro5, a mobile solution that
transforms the way businesses manage their out-of-office
workforce. mpro5 is now the focus of the business, and is
constantly adapting and innovating to meet the pressing
needs of the increasingly mobile workforce
We’re proud to be leaders in enterprise mobility solutions.
We know our customers have busy lives and we strive to
keep everything we do, smart and simple; from the
software we use, to our straightforward price plan.
Industries as diverse as healthcare providers, logistics
companies and facilities management organizations have
all seen efficiency, productivity and customer satisfaction
improve with the help of mpro5.
On 22nd August 2006 Crimson Tide plc (UK:TIDE) floated
on the AiM market of the London stock exchange by way
of a reverse takeover of A. Cohen & Co. Plc.
2.Our solution: mpro5
mpro5 is a mobility platform – it’s not just another app.
mpro5 improves business efficiency by providing out of
office staff with the tools they need to complete their
jobs. Detailed tasks are scheduled from the mpro5
website, then pushed to a device. Paperwork, signed
authorisations, photographic evidence, geo location
tagging, etc. can all be carried out and recorded and
stored remotely. Via in-range instantaneous cloud
synchronisation, real time reports can be generated &
shared for auditing purposes. Additional functionality
such as automatic alerts, predefined notifications and
integration to 3rd party solutions are all included.
Our mpro5 mobility platform is available on a monthly
subscription service and includes full support; commencing
at initial business process definition, through
implementation, to post purchase, therefore ensuring all
required workflow processes are replicated in our
solution. Finally, any physical device requirements can
be rolled into the monthly subscription.
Tonya Williams
Head of Marketing
1 June 2016
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Samuel John Roberts (41)
Sales & Marketing Director
Sam joined the Company in February 2015 from
Samsung, where he worked as Account Director, Mass
Merchants. He previously worked for RIM (BlackBerry) as
a Senior Commercial Manager and worked for Crimson
Tide in a sales role earlier in his career. Sam is responsible
for leading the sales drive to meet Company targets for
retention, growth and profitability.
Graham Basil Ashley (69)
Non-Executive Director
Graham has over 40 years’ experience in stockbroking and
corporate finance and was a founding director and
shareholder of stockbrokers Greig Middleton Holdings
Limited. Graham has advised on acquisitions and disposals
and fund-raisings across a wide range of sectors and
industries. Graham became a Non-Executive Director
of Crimson Tide Limited in April 2004. Graham was
appointed as a Director of A. Cohen & Co. Plc on
20 October 2004 and was Chairman from February 2005
until the reverse acquisition of Crimson Tide Limited in
August 2006. Graham is Chairman of the Audit
Committee.
Robert Kenneth Todd (50)
Non-Executive Director
Robert was appointed a Director of the Company in
March 2015. He founded Todd Meat Trading Co Ltd in
1989 and is a Director of that Company and a Director
of United Foods Direct Limited since 2012. Robert is
Chairman of the Remuneration Committee.
BOARD OF DIRECTORS
Barrie Reginald John Whipp (55)
Executive Chairman and CEO
Barrie founded Crimson Tide in 1996 and he formulated
the ideas behind the Group’s mobile data solutions in
2003. He is responsible for setting the Group’s vision and
strategy as well as setting goals and targets for the
business. In September 2013, Barrie took on the role of
CEO responsible for the day-to-day management of the
Group. After an early career in finance and business
administration with Dowell Schlumberger S.A. and UDS
Group plc, Barrie joined Tiphook plc where he founded
the financial services arm in 1986. He became Group
Managing Director of IAF Group plc, which was admitted
to the Official List in April 1994. He has served as a non-
executive Director of pump distributor Wills Group plc as
well as a number of private companies. Barrie is currently
a non-executive director of Wey Education plc.
Stephen Keith Goodwin (57)
Finance Director
Steve served as Crimson Tide’s Chief Executive from
April 2004 to August 2013 and is now the Group’s
Finance Director responsible for all financial matters.
Steve is a Certified Accountant with over 20 years’
experience at Board level. After training as an accountant
working for Shell International, he joined Tiphook plc in
1988 where he became Group Financial Controller and
later Finance Director of the trailer division. In 1994 Steve
was appointed Managing Director of the rail division
and in 1996 led the management team in a £30m
management buyout. The business was sold two years
later to GE Capital where he stayed on as Managing
Director of GE’s European rail business and gained further
experience in negotiating and integrating acquisitions.
Luke Anthony Jeffrey (33)
Technical Director
Luke joined Crimson Tide from university in July 2005
having achieved a Masters in Advanced Computing
Science and has been regularly promoted since. He has
made an invaluable contribution to the development of
our mobility solutions and been fully involved in many
other software developments delivered to customers.
Luke joined the Board in July 2012 as Technical Director
and is responsible for the continuing evolution and
implementation of our software products and services.
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DIRECTORS’ REPORT
The Directors present their report and the audited financial statements of the Group for the year ended
31 December 2015.
Principal Activities
The principal activity of the Group during the period was the provision of mobility solutions and related software
development. The principal activity of the Company was to provide management and support to other Group companies.
Results and Dividends
The trading results for the year ended 31 December 2015 and the Group’s financial position at the end of the financial
period are shown in the attached financial statements. The statements have been prepared under International
Financial Reporting Standards (“IFRS”).
Turnover for the year ended 31 December 2015 was £1,401,905 (2014: £1,210,084) and the total profit for the period
before taxation was £168,342 (2014: £84,078). The Directors do not recommend payment of a final dividend.
Directors
The following Directors have held office during the year:
Name
B R J Whipp
S K Goodwin
L A Jeffrey
S J Roberts
G B Ashley
R S Ager
R K Todd
Position
Executive Chairman and CEO
Finance Director
Technical Director
Sales Director (appointed 10 February 2015)
Non-Executive Director
Non-Executive Director (resigned 12 March 2015)
Non-Executive Director (appointed on 20 March 2015)
Directors’ Interests in Shares
Directors’ interests in the share capital of the Company, including family and pension scheme interests, were as follows:
Director
B R J Whipp
S K Goodwin*
G B Ashley
R K Todd**
L A Jeffrey
Ordinary shares of £0.01 each
31 December 2015
102,710,132
25,611,484
18,354,718
8,450,000
63,660
31 December 2014
102,710,132
25,611,484
18,354,718
8,450,000
-
* Mr. Goodwin also had an interest as a trustee in 9,150,000 Ordinary Shares of £0.01 each as at 31 December 2015 and 31 December 2014.
** Mr. Todd’s shareholding includes shares held in the Todd Meat Pension Fund of which Mr Todd is a beneficiary.
Directors’ interests in the share options, issued under the Group’s Enterprise Management Incentive Scheme, were as
follows:
Director
S K Goodwin
L A Jeffrey
Number of Share options
31 December 2015
7,500,000
3,000,000
31 December 2014
7,500,000
3,000,000
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DIRECTORS’ REPORT CONTINUED
Directors’ interests in unapproved share options were as follows:
Director
B R J Whipp
Number of Share Options
31 December 2015
2,500,000
31 December 2014
2,500,000
Directors’ Remuneration
The remuneration of the Directors during the period is summarised below:
Fees and
salaries
£
1,817
10,500
2,500
88,000
28,000
74,250
99,477
304,544
Non-Executive
R S Ager
G B Ashley
R K Todd
Executive
B R J Whipp
S K Goodwin
L A Jeffrey
S J Roberts
Total
Benefits
£
Pension
£
-
-
-
16,363
-
405
5,350
22,118
-
-
-
50,000
-
-
-
50,000
Total
2015
£
1,817
10,500
2,500
154,363
28,000
74,655
104,827
376,662
Total
2014
£
9,000
9,000
-
100,807
24,500
55,280
-
198,587
Mr Ager resigned as a Non-Executive Director on 12 March 2015.
Significant Shareholdings
As at 24 May 2016 the shareholders’ register showed that the following shareholders had interests in 3% or more of
the share capital of the Company:
Shareholder
B R J Whipp
Helium Special Situations Fund
Fitel Nominees
J W F Roth
S K Goodwin
S J M Morris
G B Ashley
Financial Risk and Capital Management
The Company’s exposure to financial risk is set out in note
17 to the accounts.
Crimson Tide maintains a strong focus on working capital
management.
Policy on Payments to Suppliers
It is the policy of the Company in respect of all its suppliers,
where reasonably practicable, to settle the terms of
payment with those suppliers when agreeing the terms of
each transaction, to ensure that those suppliers are made
aware of the terms of payment, and to abide by those
terms. The number of trade creditor days outstanding at
the period end for the Group was 29 days (2014: 44 days).
The company is a holding company and has no significant
trade creditors.
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Ordinary shares currently
held as at 24 May, 2016
102,710,132
94,080,000
46,815,532
26,131,159
25,611,484
21,707,817
18,354,718
Percentage of
issued share capital
23.1%
21.1%
10.5%
5.9%
5.7%
4.9%
4.1%
Health, Safety and the Environment
Crimson Tide operates responsibly with regard to its
shareholders, the environment and the wider community.
The Group and Company are committed to the well-being
of all employees and ensure that their health, safety and
general welfare is paramount at all times.
We also maintain open and fair relationships with all
clients and suppliers while ensuring that all transactions are
operated on an arm’s length, commercial basis.
Political and charitable contributions
No political or significant charitable donations were made
during the period.
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Website publication
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.
Disclosure of information to the auditors
In the case of each of the persons who were Directors of
the Company at the date when this report was approved:
- so far as each of the Directors is aware, there is no
relevant audit information (as defined in the Companies
Act 2006) of which the Company’s Auditors are unaware;
and
- each of the Directors has taken all the steps that he/she
ought to have taken as a director to make himself/herself
aware of any relevant audit information (as defined) and
to establish that the Company’s Auditors are aware of
that information.
Independent auditors
Shipleys LLP has indicated its willingness to remain in office
and a resolution to reappoint Shipleys LLP as auditors will
be proposed at the Annual General Meeting.
Signed by order of the Board
Stephen Goodwin
Company Secretary
1 June 2016
DIRECTORS’ REPORT CONTINUED
Statement of Directors’ responsibilities
The Directors are responsible for preparing the Annual
Report and the financial statements in accordance with
applicable law and regulations.
UK Company law requires the Directors to prepare Group
and parent Company financial statements for each
financial year. Under that law the directors are required to
prepare the Group financial statements in accordance with
International Financial Reporting Standards (“IFRS”) as
adopted by the European Union and applicable law and
have also elected to prepare the Company financial
statements in accordance with IFRSs as adopted by the
European Union and applicable law. Under company law
the Directors must not approve the financial statements
unless they are satisfied that they give a true and fair view
of the state of affairs of the Group and parent Company
and of the profit or loss of the Group for that period.
In preparing these financial statements, the Directors are
required to:
•
•
•
•
select suitable accounting policies and then apply
them consistently;
make judgements and estimates that are reasonable
and prudent;
state whether they have been prepared in
accordance with IFRSs as adopted by the European
Union, subject to any material departures disclosed
and explained in the financial statements; and
prepare the financial statement on the going
concern basis unless it is inappropriate to presume
that the Group and the parent Company will
continue in business.
The Directors are responsible for keeping adequate
accounting records that are sufficient to show and explain
the parent Company’s transactions and disclose with
reasonable accuracy at any time the financial position of
the parent Company 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
Company and hence for taking reasonable steps for the
prevention and detection of fraud and other irregularities.
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STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2015
Principal risks and uncertainties
The Board of Directors and management team continually
review key performance indicators and business trends,
as well as regular financial information, to help identify
future risks and uncertainties in the business.
The principal risks and uncertainties facing the business
remain unchanged as they potentially stem from attempts
to accelerate growth, for example by increasing spending
on marketing, if this utilises cash resources that are then
not available to fund devices for new subscribers. The
level of risk however, is now significantly reduced.
Operating cashflows generated by our growing
contracted subscriber book provide increasing amounts of
cash to re-invest in the business. Furthermore, the new
facilities offered by NatWest and Lombard provide
additional means to finance new devices and accelerate
growth
Signed on behalf of the Directors
Barrie Whipp
Executive Chairman
1 June 2016
Strategy and objectives
The company’s strategy is to continue to develop its
mobility solutions and grow the contracted number
of subscribers currently using its mpro5 service.
In doing so, the targeted objectives of:
• Increased contracted revenues
• Strengthened cashflows
• Increased profitability
• Higher returns for stakeholders will be achieved.
Business model
The Crimson Tide group provides its mpro5 software,
usually with a handheld mobile device, to subscribers who
typically contract for three years. Crimson Tide incurs the
up-front costs of software development and investment in
equipment, such as smartphones, rugged devices, tablets,
etc., and recovers these costs as quickly as possible over
the contract term.
The group is operationally geared with relatively fixed
overheads so a greater proportion of turnover growth
favourably impacts profitability and net cash.
Review of the business
A review of the year and future developments are given in
the Operating and Financial Review on page 6.
Key performance indicators
Crimson Tide management use a number of KPIs to
measure the performance of the business and to assess
current trends. These statistics are regularly reviewed and
action is taken by management as appropriate.
Other measures used by management to ensure the
Group is likely to perform as forecast include; expected
contract wins, renewal rates and losses, and sales
opportunity pipeline.
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CORPORATE GOVERNANCE REPORT
The requirements of the combined code of principles of
corporate governance set out in the listing rules of the
Financial Services Authority are not mandatory for
companies traded on AIM. However, the Directors are
committed to complying with best practice in this area,
and have adopted its principles where they have been
considered appropriate.
Shareholder communication
The Group seeks to ensure that all shareholders are
kept informed about the Group and its activities.
A comprehensive annual report and accounts and an
interim report are made available to shareholders on the
Group’s website and sent to those shareholders
requesting a paper copy.
The Annual General Meeting is a forum for shareholders’
participation with the opportunity to meet and question
Board members including the non-executive members
and the Chairmen of the Board committees.
Additionally, the Group operates an investors’ section on
its website to provide further details of the Group’s
activities.
Board of Directors and Board Committees
The Board of Directors, which now consists of four
Executive and two Non-Executive Directors, is responsible
for the Group’s system of corporate governance. The role
of the Non-Executive Directors is to bring independent
judgement to Board discussions and decisions. The Board
meets regularly throughout the year. It has a schedule of
matters referred to it for decision, which includes Group
strategy and future developments, allocation of financial
resources, investments, annual and interim results, and
risk management. The Group has two Board committees,
which operate within defined terms of reference.
Audit Committee
The Audit Committee, comprising Mr. Ashley (Chairman),
Mr. Todd, Mr. Whipp and Mr. Goodwin, is responsible for
reviewing the full and half year results. In addition, the
Audit Committee monitors the framework of internal
control.
Remuneration Committee
The Remuneration Committee, comprising Mr. Todd
(Chairman), Mr. Ashley, Mr. Whipp and Mr. Goodwin,
reviews the remuneration of the Executive Directors and
any senior executive of the Group and considers the
grant of options and payment of performance related
bonuses.
Internal control
The Directors are responsible for ensuring that the Group
maintains a system of internal control to provide them with
reasonable assurance regarding the reliability of financial
information used within the business and for publication
and that assets are safeguarded. There are inherent
limitations in any system of internal financial control. On
the basis that such a system can only provide reasonable
but not absolute assurance against material misstatement
or loss and that it relates only to the needs of the business
at the time, the system as a whole was found by the
Directors at the time of approving the accounts to be
generally appropriate to the size of the business.
Going concern
After reviewing budgets and forecasts, the Directors have
a reasonable expectation that the Group and Company
have adequate resources to continue as an operational
business for the foreseeable future. The financial
statements have therefore been prepared on a going
concern basis.
Employment policy
The Board places considerable value on the involvement
of its employees and has effective arrangements for
communicating the Group’s results and significant business
issues to them. The Directors recognise that continued and
sustained improvement of the Group depends on its ability
to attract, motivate and retain employees of the highest
calibre. Furthermore, the Directors believe that the Group’s
ability to sustain the competitive advantage in the long
term depends on ensuring that all employees contribute to
the maximum of their potential. The Group is committed
to improving the performance of all its employees through
appropriate development and training. Share ownership is
at the heart of the Group’s remuneration philosophy and
the Directors believe that the key to the Group’s future
success lies in a motivated workforce holding a stake in the
Group. For this reason the Board implemented an
Enterprise Management Incentive share option scheme in
2006 which is available to all Group employees subject to
meeting certain qualifying rules. The Group is an equal
opportunity employer. Entry into and progression within
the Group is solely determined on the basis of work criteria
and individual merit. The Group gives full and fair
consideration to applications for employment made by
disabled persons, having regard to their respective
aptitudes and abilities. The policy includes, where
practicable, the continued employment of those who may
become disabled during their employment and the
provision of training and career development and
promotion, where appropriate.
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CORPORATE GOVERNANCE REPORT CONTINUED
Corporate Responsibility
Crimson Tide plc operates responsibly with regard to
its shareholders, employees, other stakeholders, the
environment and the wider community. The Group is
committed to the wellbeing of all employees and ensures
that their health, safety and general welfare is paramount
at all times. We also maintain open and fair relationships
with all clients and suppliers while ensuring that all
transactions are operated on an arm’s length, commercial
basis. As part of this culture, the Group ensures that
all suppliers are paid in a timely fashion, unless there are
sound commercial reasons why payment should not
be made.
REPORT OF THE REMUNERATION COMMITTEE
The Remuneration Committee was established to
determine the Group’s policy on executive remuneration
and to consider and approve the remuneration packages
for the Directors, subject to ratification by the Board.
The Board determines the Company’s policy on Non-
Executive Directors’ fees and will set fees with reference
to the individual director’s role, the Company’s market
capitalisation and business sector.
The Group’s current and ongoing remuneration policy
aims to ensure executive directors and senior executives
are fairly rewarded for their individual contributions
to the Group’s overall performance and is designed to
retain and motivate executives of the right calibre
and experience. The Committee is responsible for
recommendations on all elements of directors’
remuneration including basic salary, annual bonus,
share options and any other incentive awards.
The Committee determines the Group’s policy on
executive directors’ remuneration with reference to
comparable companies and the achievement of the
Group’s strategic objectives. In designing and reviewing
schemes for performance related remuneration, the
Committee gives full consideration to the provisions of
Schedule A to the Combined Code.
At the last Remuneration Committee meeting it was
agreed that the remuneration of certain Directors would
be increased to reflect the Company’s performance and
and current financial circumstances. In assessing these
increases, the committee took into account the market
rates relevant to the individual concerned.
On behalf of the Board
Robert Todd
Chairman - Remuneration Committee
1 June 2016
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INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF CRIMSON TIDE PLC
We have audited the financial statements of Crimson Tide
plc for the year ended 31 December 2015 which comprise
the Consolidated Income Statement, the Consolidated
Statement of Comprehensive Income, the Consolidated
Statement of Financial Position, the Consolidated
Statement of Changes in Equity, the Consolidated Cash
Flow Statement, the Company Statement of Financial
Position, the Company Statement of Changes in Equity,
the Company Statement of Cash Flows and the related
notes. The financial reporting framework that has been
applied in their preparation is applicable law and
International Financial Reporting Standards (IFRSs) as
adopted by the European Union and, as regards the parent
company financial statements, as applied in accordance
with the provisions of the Companies Act 2006.
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 so that we might state to the company’s
members those matters we are required to state to them in
an auditors’ report and for no other purpose. To the fullest
extent permitted by law, we do not accept or assume
responsibility to anyone other than the Company and the
Company’s members as a body, for our audit work, for this
report, or for the opinions we have formed.
Respective Responsibilities of Directors and Auditors
As explained more fully in the Directors’ Responsibilities
Statement (set out on page 11), the Directors are
responsible for the preparation of the financial statements
and for being satisfied that they give a true and fair view.
Our responsibility is to audit and express an opinion on the
financial statements in accordance with applicable law and
International Standards on Auditing (UK and Ireland).
Those standards require us to comply with the Auditing
Practices Board’s (APB’s) Ethical Standards for Auditors.
Scope of the Audit of the Financial Statements
An audit involves obtaining evidence about the amounts
and disclosures in the financial statements sufficient to give
reasonable assurance that the financial statements are free
from material misstatement, whether caused by fraud or
error. This includes an assessment of: whether the
accounting policies are appropriate to the Group’s and the
Parent Company’s circumstances and have been consistently
applied and adequately disclosed; the reasonableness
of significant accounting estimates made by directors;
and the overall presentation of the financial statements.
In addition, we read all the financial and non-financial
information in the Strategic Reports and Directors’ Report
to identify material inconsistencies with the audited
financial statements and to identify any information that is
apparently materially incorrect based on, or materially
inconsistent with, the knowledge acquired by us in the
course of performing the audit. If we become aware of any
apparent material misstatements or inconsistencies we
consider the implications for our report.
Opinion of Financial Statements
In our opinion:
• the financial statements give a true and fair view of the
state of the Group’s and Parent Company’s affairs as at
31 December 2015 and of the Group’s profit for the
year then ended;
• the Group financial statements have been properly
prepared in accordance with IFRSs as adopted by the
European Union;
• the Parent Company financial statements have been
properly prepared in accordance with IFRSs as adopted
by the European Union and as applied in accordance
with the provisions of the Companies Act 2006; and
• the financial statements have been prepared in
accordance with the requirements of the Companies
Act 2006.
Opinion on other matter prescribed by
The Companies Act 2006
In our opinion the information given in the Directors’
Report for the financial year for which the financial
statements are prepared is consistent with the financial
statements.
Matters on which we are required to report
by exception
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 by the
parent company, or returns adequate for our audit have
not been received from branches not visited by us; or
• the parent company financial statements are not in
agreement with the accounting records and returns; or
• certain disclosures of directors’ remuneration specified
by law are not made; or
• we have not received all the information and
explanations we require for our audit.
STEWART JELL (Senior Statutory Auditor)
For and on behalf of SHIPLEYS LLP Chartered Accountants
& Statutory Auditor
10 Orange Street, Haymarket, London, WC2H 7DQ
1 June 2016
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CONSOLIDATED INCOME STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2015
Total Revenue
Cost of sales
Gross Profit
Total operating expenses
Profit from operations
Interest Income
Interest payable and similar charges
Profit before taxation
Taxation
Profit for the year available to
equity holder of parent
Notes
1
2
3
3
5
Year ended
31 December
2015
Year ended
31 December
2014
£000
1,402
(104)
1,298
(1,113)
185
-
(17)
168
-
168
£000
1,210
(166)
1,044
(952)
92
-
(8)
84
-
84
Earnings per share
Basic and diluted earnings per
ordinary share (pence)
Year ended
31 December
2015
Year ended
31 December
2014
6
0.04
0.02
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2015
Net Profit for the year
Other comprehensive income/(loss) for the year:
Exchange differences on translating foreign operations
Total comprehensive profit for the year
Notes
Year
ended
31 December
2015
Year
ended
31 December
2014
£000
168
(5)
163
£000
84
(9)
75
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CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AT 31 DECEMBER 2015
Assets
Intangible assets
Equipment, fixtures & fittings
Total non-current assets
Inventories
Trade and other receivables
Cash and cash equivalents
Total current assets
Total Assets
Equity and liabilities
Share capital
Capital redemption reserve
Share premium
Other Reserves
Reverse acquisition reserve
Retained earnings
Total equity
Trade and other payables
Amounts falling due within one year
Amounts falling after more than one year
Total liabilities
Total equity and liabilities
Notes
7
8
10
11
12
13
13
13
13
13
14
15
As at
31 December
2015
£000
1,373
527
1,900
15
634
539
1,188
3,088
7,335
49
1,090
421
(5,244)
(1,618)
2,033
806
249
1,055
3,088
As at
31 December
2014
£000
1,260
339
1,599
30
563
239
832
2,431
7,335
49
1,090
426
(5,244)
(1,786)
1,870
561
-
561
2,431
The financial statements were approved by the board of directors on 1 June 2016 and are subject to the approval of the
shareholders at the Annual General Meeting on 28 June 2016 and signed on its behalf by:
B R J Whipp
Director
S K Goodwin
Director
Company registration number: 0113845
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CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
AT 31 DECEMBER 2015
Group
Balance as at
1 January 2014
Profit for the year
Translation movement
Balance as at
31 December 2014
Profit for the year
Translation movement
Balance as at
31 December 2015
Capital
Share redemption
reserve
£000
Capital
£000
Share
Premium
£000
Reverse
Other acquisition
reserve
£000
Reserves
£000
Retained
Earnings
£000
Total
£000
7,335
49
1,090
435
(5,244)
(1,870)
1,795
-
-
-
-
-
-
-
(9)
-
84
-
84
(9)
7,335
49
1,090
426
(5,244)
(1,786)
1,870
-
-
-
-
-
-
-
(5)
-
-
168
-
168
(5)
7,335
49
1,090
421
(5,244)
(1,618)
2,033
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CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDING 31 DECEMBER 2015
Cash flows from operating activities
Profit before taxation
Adjusted for:
Amortisation of intangibles
Depreciation of equipment, fixtures and fittings
Profit on sale of assets
Net interest expense
Operating cash flows before movement in
working capital
Decrease in inventories
Increase in trade and other receivables
Increase in trade and other payables
Cash generated from operating activities
Taxes paid
Net cash generated from operating activities
Cash flows used in investing activities
Purchases of fixed assets
Sale of fixed assets
Interest received
Net cash used in investing activities
Cash flows from financing activities
Interest paid
Net increase / (decrease) in borrowings
Net cash from financing activities
Net increase in cash and cash equivalents
Net cash and cash equivalents at beginning of period
Net cash and cash equivalents at end of period
Analysis of net funds:
Cash and cash equivalents
Bank overdraft
Other borrowing due within one year
Borrowings due after one year
Net funds
Year ended
31 December
2015
£000
168
Year ended
31 December
2014
£000
84
90
155
-
17
430
15
(71)
147
521
-
521
(552)
-
-
(552)
(17)
347
330
299
239
538
539
(1)
538
(157)
(249)
132
83
154
(6)
8
323
18
(67)
159
433
-
433
(218)
19
-
(199)
(8)
(119)
(127)
107
132
239
239
-
239
(59)
-
180
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AT 31 DECEMBER 2015
A) Corporate information
Crimson Tide plc (the “Company”) is a public limited
company incorporated in the United Kingdom. The
address of the registered office is 10 Orange Street,
London, WC2H 7DQ. Crimson Tide plc’s shares are
publicly traded on the Alternative Investment Market
of the London Stock Exchange (AIM).
B) Basis of consolidation
The consolidated financial statements of the Company
for the year ended 31 December 2015 comprise the
Company and its subsidiaries (together referred to as
the “Group”).
On an acquisition, fair values are attributed to the Group’s
share of net assets. Where the cost of acquisition exceeds
the values attributable to such net assets, the difference is
treated as purchased goodwill, which is capitalised and
subjected to annual impairment reviews. The results of
acquired companies are brought in from the date of their
acquisition.
C) Basis of preparation
The consolidated financial statements of Crimson Tide plc
have been prepared in accordance with applicable law
and International Financial Reporting Standards
incorporating International Accounting Standards and
Interpretations (collectively “IFRS”) as endorsed by the
European Union.
The financial statements have been prepared on the
historical cost basis except for certain assets and liabilities
which have been measured at fair value. Non-current
assets are stated at the lower of carrying amount and fair
value less costs to sell.
The financial statements are presented in UK sterling and
have been prepared on a going concern basis.
The preparation of financial statements in conformity with
generally accepted accounting principles requires the use
of estimates and assumptions that affect the reported
amounts of assets and liabilities at the date of the
financial statements and the reported amounts of
revenues and expenses during the reporting period.
Although these estimates are based on management’s
best knowledge of the amount, event or actions, actual
results ultimately may differ from those estimates.
The estimates and underlying assumptions are reviewed
on an ongoing basis. Revisions to accounting estimates
are recognised in the period in which the estimate is
revised if the revision affects only that period, or in a
period of the revision and future periods if the revision
affects both current and future periods.
The accounting policies set out below have been applied
consistently by Group entities to all periods presented in
these consolidated financial statements, except where
noted.
D) Significant judgements and major causes of
estimation uncertainty
As noted above, the Group makes estimates and
assumptions concerning the future. Those that have a
significant risk of causing a material adjustment to the
carrying amounts of assets and liabilities within the next
financial year are addressed below.
i) Estimated impairment of goodwill
The Group tests semi-annually whether goodwill has
suffered any impairment in accordance with the
accounting policies stated in Notes G ii) and H) below.
The recoverable amounts of cash generating units have
been determined based on value-in-use calculations
requiring the use of estimates.
ii) Fair value of development costs
Research costs are not capitalised. Development costs,
however, are capitalised from the point that it is
sufficiently certain that future economic benefits to the
Group will cover all selling, administration and support
costs as well as the development costs themselves. The
Board will continue to review the nature of the Group’s
development activities on an ongoing basis and
consider whether the conditions are being satisfied.
Development costs include work completed on mobility
software applications.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
AT 31 DECEMBER 2015
E) Changes in accounting policy
Standards, amendments to standards, and
interpretations adopted in the 2015 financial
statements or that have previously been early-
adopted in the Company's annual financial
statements
iii) Depreciation
Depreciation is charged to the income statement over
the estimated useful lives of each part of an item of
equipment, fixtures and fittings. The depreciation rates
are as follows:
- Office and computer equipment: 20% on cost on a
straight-line basis
IFRS 9 Financial Instruments (as revised in 2010)
- PDA, tablet and smartphone equipment: cost spread
Amendments to IFRS 9 and IFRS 7
Mandatory Effective Date of IFRS 9 and Transition
Disclosures
Future standards, amendments to standards, and
interpretations not early-adopted in the 2015
financial statements
Effective for periods beginning on or after 1 January 2016:
IFRS 14 Regulatory Deferral Accounts
The adoption of these standards, amendments and
interpretations is not expected to have a material impact
on the Company’s profit for the year or equity. Application
of these standards may result in some changes to
presentation of information within the Company’s
financial statements in future years.
over useful life of 3 to 5 years
- Fixtures and fittings: 25% on a reducing balance
basis.
G) Intangible assets
i) Development Expenditure
The costs of developing software for commercial resale
are capitalised and amortised on a straight line
basis over the expected useful life of the product. In
2014, the useful life of the Company’s mpro software
solution was re-assessed to be 10 years, differentiating
it from previous solutions developed by the company
considered to have a 5 year useful life. This re-
assessment took into account current contracts using
mpro5, renewal rates and ongoing development of the
solution. Amortisation commences when revenues
from the product begin to be received. The carrying
value of development costs is reassessed semi-annually.
ii) Goodwill
F) Equipment, fixtures and fittings
i) Owned assets
Items of equipment, fixtures and fittings are stated at
historic cost less accumulated depreciation with
different useful lives (see below).
Goodwill represents the excess of the fair value of
the consideration given for investments in subsidiary
undertakings over the fair value of the underlying
assets at the date of their acquisition. The carrying
value of goodwill is reassessed semi-annually.
ii) Leased assets
Leases in terms of which the Group assumes
substantially all the risks and rewards of ownership are
classified as finance leases. Assets acquired in terms of
finance leases are capitalised at their fair value at
inception of the lease, and depreciated over the
estimated useful life of the asset. The capital element of
future obligations under the leases is included as a
liability in the balance sheet.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
AT 31 DECEMBER 2015
H) Impairment
The carrying amounts of the Group’s assets are reviewed
at each balance sheet date to determine whether there
is any indication of impairment. If any such indication
exists, the asset’s recoverable amount is estimated. The
recoverable amount is the higher of its net selling price
and its value in use. For intangible assets that are not yet
available for use, goodwill or intangible assets with an
indefinite useful life, an impairment test is performed at
each balance sheet date.
In assessing value in use, the expected future cash flows
from the asset 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.
An impairment loss is recognised in the income statement
whenever the carrying amount of an asset or its cash
generating unit exceeds its recoverable amount.
A previously recognised impairment loss is reversed if the
recoverable amount increases as a result of a change in
the estimates used to determine the recoverable amount,
but not to an amount higher than the carrying amount
that would have been determined (net of depreciation)
had no impairment loss been recognised in prior years.
For goodwill, a recognised impairment loss is not reversed.
I) Inventories
Inventories consist entirely of mobile devices held not for
re-sale but as spares and trial equipment. All are
individually stated at the lower of their cost or net
realisable value.
J) Turnover and revenue recognition
The turnover shown in the profit and loss account
represents amounts receivable for services provided to
customers, exclusive of Value Added Tax. Subscription
income and support and maintenance income is credited
to turnover in equal monthly instalments over the period
of the related agreement. There is no recognition in the
Consolidated Income Statement of the contracted values
of future revenues.
K) Expenses
i) Operating lease payments
Payments made under operating leases are recognised
in the income statement on a straight-line basis over
the term of the lease.
ii) Finance lease payments
The capital element of finance lease repayments is
treated as a reduction in the balance sheet liability and
the interest element is charged to the profit and loss
account on a “sum of digits” basis.
L) Deferred taxation
Deferred tax is recognised on all timing differences where
the transactions or events that give the Company an
obligation to pay more tax in the future, or a right to pay
less tax in the future, have occurred by the balance sheet
date. Deferred tax assets are recognised when it is more
likely than not that they will be recovered. Deferred tax is
measured using rates of tax that have been enacted or
substantially enacted by the balance sheet date.
M) Government grants
Government grants are recognised at their fair value
where there is a reasonable assurance that the grant will
be received and the Group will comply with all attached
conditions. Government grants relating to capital
expenditure are deducted in calculating the carrying
amount of the asset. The grant is recognised in profit or
loss over the life of the asset as a reduced amortisation
expense. Revenue related grants are credited to the
income statement when the related expenditure is
expensed.
The Group has benefitted from small research and
development grants in recent years that have contributed
to meeting the costs of new software development.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
AT 31 DECEMBER 2015
N) Financial instruments
Financial liabilities and equity instruments are classified
according to the substance of the contractual
arrangements entered into. An equity instrument is any
contract that evidences a residual interest in the assets of
the entity after deducting all of its financial liabilities.
Where the contractual obligations of the financial
instruments (including share capital) are equivalent to a
similar debt instrument, those financial instruments are
classed as financial liabilities. Financial liabilities are
presented as such in the Statement of Financial Position.
Finance costs and gains or losses relating to financial
liabilities are included in the Income Statement. Finance
costs are calculated so as to produce a constant rate of
return on the outstanding liability.
Where the contractual terms of share capital do not have
any terms meeting the definition of financial liability then
this is classed as an equity instrument. Dividends and
distributions relating to equity instruments are debited
to equity.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
AT 31 DECEMBER 2015
1. Segmental reporting
The Group has two main regional centres of operation; one in the UK, the other in Ireland but the Group’s resources,
including capital, human and non-current assets are utilised across the Group irrespective of where they are based or
originate from. The Board via the management team, allocate these resources based on revenue generation, which
due to its high margin nature and the Group’s reasonably fixed overheads, in turn drives profitability and cashflow
generation. The Board consider it most meaningful to monitor financial results and KPIs for the consolidated Group,
and decisions are made by the Board accordingly.
In due consideration of the requirements of IFRS 8 Operating Segments, the Board consider segmental reporting by
(i) region, including turnover, operating profit and non-current assets and (ii) business activity, by turnover, to be
appropriate. Business activity is best split between (i) the strategic focus of the business, i.e. mobility solutions and the
resulting development services that emanate from that, and (ii) non-core software solutions, including reselling third
party software and related development and support services.
The analysis of each follows:
Turnover
Year ended
31 December
Operating profit
Year ended
31 December
Non current assets
Year ended
31 December
Region:
UK
Ireland
Total
2015
£000
1,222
180
1,402
2014
£000
983
227
1,210
2015
£000
153
32
185
2014
£000
67
25
92
2015
£000
1,882
18
1,900
2014
£000
1,557
42
1,599
Turnover can be analysed by business activity as follows:
Business activity:
Mobility solutions and related development services
Software solutions reselling, development and support
Total Turnover
Year ended
31 December
2015
£000
1,302
100
1,402
Year ended
31 December
2014
£000
1,081
129
1,210
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
AT 31 DECEMBER 2015
2. Profit from operations
Amortisation of intangible assets
Depreciation on equipment, and fixtures and fittings
Operating lease costs
Auditors remuneration for:
- Audit services
- Other services:
- The auditing of accounts of associates of
the Company pursuant to legislation
- Other services supplied pursuant to such legislation
3. Finance income and costs
Loan interest
Finance lease interest
Other interest costs
Interest receivable
Net finance costs
Year ended
31 December
2015
£000
90
155
22
Year ended
31 December
2014
£000
83
154
22
10
11
6
10
10
9
Year ended
31 December
2015
£000
3
12
2
-
17
Year ended
31 December
2014
£000
8
-
-
-
8
crimson tide plc - annual report 2015
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
AT 31 DECEMBER 2015
4. Employees
Staff costs (including Directors) were as follows:
Wages and salaries
Non-Executive Directors' fees
Compulsory social security contributions
Other pension costs
Personnel costs
The following amounts are included above in relation to Directors:
Wages and salaries
Non-Executive Directors' fees
Compulsory social security contributions
Pension costs
Directors' costs
A detailed breakdown of the remuneration of the Directors is shown on page 10.
Average monthly staff numbers in the period were as follows:
Sales and marketing
Technical
Management, finance and administration
Year ended
31 December
2015
£000
385
15
64
50
514
Year ended
31 December
2014
£000
467
18
45
-
530
Year ended
31 December
2015
£000
312
15
23
50
400
Year ended
31 December
2014
£000
181
18
21
-
220
Year ended
31 December
2015
No.
3
7
4
14
Year ended
31 December
2014
No.
2
5
4
11
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
AT 31 DECEMBER 2015
5. Taxation
No corporation tax charge has been incorporated into the consolidated accounts for the periods ended
31 December 2015 or 31 December 2014 due to the availability of tax losses.
Profit on ordinary activities before tax
Profit on ordinary activities by rate of tax
Expenses not deductible for taxation purposes
Carried forward taxable losses
Utilisation of brought forward tax losses
Tax on profit on ordinary activities
Year ended
31 December
2015
£000
168
47
18
-
(65)
-
Year ended
31 December
2014
£000
84
24
12
-
(36)
-
Deferred tax asset
The Group has an unprovided deferred tax asset relating to carried forward taxable losses of approximately £535,000
(2014: £600,000). This asset has not been recognised in the accounts due to uncertainty of the timing of future
taxable profits against which it can be utilised.
6. Earnings per share
The calculation of basic earnings per share is based on the profit attributable to ordinary shareholders and the weighted
average number of ordinary shares in issue during the period.
The calculation of diluted earnings per share is based on profit attributable to ordinary shareholders and the weighted
average number of ordinary shares that would be in issue, assuming conversion of all dilutive potential ordinary shares
into ordinary shares.
Reconciliation of the weighted average number of shares used in the calculations are set out below:
Basic earnings per share
Reported profit (£000)
Reported earnings per share (pence)
Weighted average number of ordinary shares:
Opening balance
Effect of share placing during the year
Weighted average number of ordinary shares
The diluted earnings per share is the same as the basic earnings per share.
Year ended
31 December
2015
168
0.04
Year ended
31 December
2015
No.
445,486,234
-
445,486,234
Year ended
31 December
2014
84
0.02
Year ended
31 December
2014
No.
445,486,234
-
445,486,234
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
AT 31 DECEMBER 2015
7. Intangible assets
Group
Cost
At 1 January 2014
Additions:
Mobile data applications development cost
Less Research and Development Grant
At 31 December 2014
Additions:
Mobile data applications development cost
Less Research and Development Grant
At 31 December 2015
Impairment and amortisation
At 1 January 2014
Charge for year
At 31 December 2014
Charge for year
At 31 December 2015
Carrying amount
At 31 December 2015
At 31 December 2014
At 1 January 2014
Group
development
expenditure
£000
Goodwill
£000
988
-
-
988
-
-
988
(190)
-
(190)
-
(190)
798
798
798
689
145
(26)
808
203
-
1,011
(263)
(83)
(346)
(90)
(436)
575
462
426
Total
£000
1,677
145
(26)
1,796
203
-
1,999
(453)
(83)
(536)
(90)
(626)
1,373
1,260
1,224
Goodwill can be further analysed by cash generating unit the recoverable amount of each has been assessed based on
estimated value in use.
Cost
Less impairment
Carrying amount
Crimson Tide
(IE) Ltd
(Healthcare)
£000
Crimson Tide
Mpro Ltd
(Mobile sols.)
£000
400
-
400
280
-
280
Callog
Ltd
(Telecoms)
£000
308
(190)
118
Total
£000
988
(190)
798
Management prudently assess value in use by estimating the cashflows each unit is expected to generate in the next
four years based on current levels of business activity, reducing over time if appropriate, discounted at 8% p.a.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
AT 31 DECEMBER 2015
8. Equipment, fixtures and fittings
Group
Cost
At 1 January 2014
Additions
Disposals
At 31 December 2014
Additions
Disposals
At 31 December 2015
Depreciation
At 1 January 2014
Charge for year
Disposals
At 31 December 2014
Charge for year
Disposals
At 31 December 2015
Carrying amount
At 31 December 2015
At 31 December 2014
At 1 January 2014
Office and
computer
equipment
£000
PDA, tablet &
smartphone
equipment
£000
Fixtures and
fittings
£000
39
29
(6)
62
29
-
91
(20)
(15)
6
(29)
(16)
-
(45)
46
33
19
690
60
(113)
637
311
-
948
(298)
(136)
100
(334)
(138)
-
(472)
476
301
392
-
25
-
(4)
21
1
-
22
(17)
(3)
4
(16)
(1)
-
(17)
5
5
8
Total
£000
754
89
(123)
720
341
-
1,061
(335)
(154)
110
(379)
(155)
-
(534)
527
339
417
Included within the net book value of £527,000 is £354,000 (2014: £5,000) relating to PDA and smartphone
equipment and computer equipment held under finance lease agreements. The depreciation charge to the financial
statements in the year in respect of such equipment amounted to £63,000 (2014: £4,000). There is no material
difference between the value of the minimum lease payments and their net present value.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
AT 31 DECEMBER 2015
8. Equipment, fixtures and fittings (continued)
Company
Cost
At 1 January 2014
Disposals
At 31 December 2014
Additions/Disposals
At 31 December 2015
Depreciation
At 1 January 2014
Charge for year
Disposals
At 31 December 2014
Charge for year
At 31 December 2015
Carrying amount
At 31 December 2015
At 31 December 2014
At 1 January 2014
9. Investments
Fixtures
& Fittings
Total
£000
17
(17)
-
-
-
(17)
-
17
-
-
-
-
-
-
Company
The Company is the holding company of the Group. The following table shows details of the Company’s subsidiary
undertakings at 31 December 2015. Each of these companies is wholly owned by Crimson Tide plc, the issued share
capital of each is fully paid and each is included in the consolidated accounts of the Group:
Name of company
Owned directly by Crimson Tide plc
Crimson Tide Mpro Limited
Crimson Tide Services Limited
A. Cohen & Co. (GB) Limited
Crimson Tide (IE) Limited
A.Cohen (Aust) Pty Limited
Owned by Crimson Tide Mpro Limited
Moneymotive Limited
Owned by Moneymotive Limited
Callog Limited
Activity
Country of incorporation or
registration and operation
Mobile data solutions
Mobile data solutions
Non-trading
Mobile data solutions
Non-trading
England and Wales
England and Wales
England and Wales
Ireland
Victoria, Australia
Non-trading
England and Wales
Telecoms
England and Wales
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
AT 31 DECEMBER 2015
9. Investments (continued)
Company
Cost
At 31 December 2014
Additions
At 31 December 2015
Provisions
At 31 December 2014
Impairment
At 31 December 2015
Carrying amount
At 31 December 2015
At 31 December 2014
10. Trade and other receivables
Group
Trade receivables
Other receivables
Prepayments and accrued income
Shares in
subsidiary
undertakings
£000
Trade
investments
£000
5,297
-
5,297
1,929
-
1,929
3,368
3,368
386
-
386
386
-
386
-
-
Total
£000
5,683
-
5,683
2,315
-
2,315
3,368
3,368
As at
31 December
2015
£000
449
37
148
634
As at
31 December
2014
£000
446
70
47
563
As at 31 December 2015, trade receivables of £106,000 (2014: £90,000) were impaired and fully provided for.
The ageing of trade receivables not impaired are as follows:
Aged analysis of trade receivables:
Age from invoice date
< 30 days
30 - 60 days
60 - 90 days
> 90 days
Movements of the Group provision for impairment of trade receivables are as follows:
At 1 January 2014
Receivables collected in year previously provided for
Receivables written off during the year as uncollectable
Provision for receivables impairment for the year
At 31 December 2014
Receivables collected in year previously provided for
Receivables written off during the year as uncollectable
Provision for receivables impairment for the year
At 31 December 2015
As at
31 December
2015
£000
As at
31 December
2014
£000
293
106
13
34
446
400
9
21
19
449
£000
59
(10)
(13)
54
90
-
(17)
33
106
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
AT 31 DECEMBER 2015
Company
Amounts recoverable from Group undertakings
Other receivables
Prepayments and accrued income
As at
31 December
2015
£000
1,314
30
8
1,352
As at
31 December
2014
£000
1,392
30
5
1,427
11. Cash and cash equivalents
Cash and cash equivalents comprise cash and short-term deposits held by Group companies. The carrying amount of
these assets approximates their fair value.
12. Share capital
Authorised
Ordinary shares: 711,950,842 shares of 1p each
(2014: 711,950,842 shares of 1p each)
Deferred shares: 15,160,482 shares of 19p each
Issued, called up
Ordinary shares: 445,486,234 shares of 1p each
(2014: 445,486,234 shares of 1p each)
Deferred shares: 15,160,482 shares of 19p each
As at
31 December
2015
£000
As at
31 December
2014
£000
7,120
7,120
2,880
10,000
4,455
2,880
7,335
2,880
10,000
4,455
2,880
7,335
Share options
The Company has granted equity-settled options to some of the Directors and employees under the Company’s
Enterprise Management Incentive Scheme (EMI Scheme) and under an unapproved scheme. The share options may not
be exercised for two years from date of issue and thereafter, only if the target share price is achieved.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
AT 31 DECEMBER 2015
At 31 December 2015 the following options were outstanding in respect of ordinary shares.
Target
share
price
Exercise
Price
Date of Grant
Issued under EMI scheme
5 February 2007
5 November 2008
5 May 2010
Issued under an unapproved scheme
5 May 2010
2.5p
2.5p
2.5p
1.25p
2.5p
Number
Expiry Date
Issued cancelled in 2015
Number
exercisable
at
Expired/ Exercised 31 December 31 December
2015
Number
outstanding
at
2015
1.5p
1.0p 5 November 2018
1.25p
5 February 2017 11,000,000 3,000,000
7,000,000 3,000,000
5 May 2020 17,500,000 4,500,000
8,000,000
—
—
4,000,000
— 13,000,000
8,000,000
4,000,000
13,000,000
5 May 2020
2,500,000
—
—
2,500,000
2,500,000
13. Reserves
Group
Balance as at 1 January 2014
Profit for the year
Translation movement
Balance as at 31 December 2014
Profit for the year
Translation movement
Balance as at 31 December 2015
Capital
redemption
reserve
£000
49
-
-
49
-
-
49
Company
Balance as at 1 January 2014
Loss for the year
Balance as at 31 December 2014
Loss for the year
Balance as at 31 December 2015
Share
premium
£000
1,090
-
-
1,090
-
-
1,090
Capital
redemption
reserve
£000
49
-
49
-
49
Other
reserves
£000
435
-
(9)
426
-
(5)
421
Share
premium
£000
1,090
-
1,090
-
1,090
Reverse
acquisition
reserve
£000
(5,244)
-
-
(5,244)
-
-
(5,244)
Other
reserves
£000
337
-
337
-
337
Retained
earnings
£000
(1,870)
84
-
(1,786)
168
-
(1,618)
Retained
earnings
£000
(4,014)
(55)
(4,069)
(1)
(4,070)
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
AT 31 DECEMBER 2015
14. Creditors: Amounts falling due within one year
Group
Secured loans
Bank overdraft
Trade creditors
PAYE and social security
VAT
Finance lease agreements
Other creditors
Accruals and deferred income
Company
Secured loan
Trade creditors
Amounts owed to Group undertakings
Accruals
15. Creditors: Amounts falling due after more than one year
Group
Finance lease agreements
Secured loans
Maturity of debt
Group
The loans and finance leases are repayable as follows:
Within one year
Between one and two years
Between two and five years
As at
31 December
2015
£000
33
1
165
23
76
124
-
384
806
As at
31 December
2015
£000
-
1
4
49
54
As at
31 December
2015
£000
202
47
249
As at
31 December
2015
£000
156
125
125
406
As at
31 December
2014
£000
58
-
61
13
62
1
-
366
561
As at
31 December
2014
£000
58
16
4
47
125
As at
31 December
2014
£000
-
-
-
As at
31 December
2014
£000
59
-
-
59
The secured loans in the Group are secured by fixed charges over specific PDA and smartphone equipment.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
AT 31 DECEMBER 2015
16. Operating lease commitments
At the period end, total future minimum rental commitments under non-cancellable operating leases were:
Group
During next year
After 1 year but not more than 5 years
As at
31 December
2015
£000
16
-
16
As at
31 December
2014
£000
22
22
44
17. Financial Instruments and Risk Management
The Group uses a limited number of financial instruments, comprising cash, short-term deposits, finance leases, loans
and bank overdrafts to fund the Group’s operations. The Group has other financial instruments such as trade
receivables and payables, that arise directly from operations. The Group does not trade in financial instruments.
Trade and other short-term debtors/creditors have been excluded from the following disclosures
Group
Financial Assets
Cash at bank and in hand
Financial Liabilities
Bank overdraft (maturing on demand)
Secured loans
Finance leases
An analysis of the maturity of the loans is given in note 15.
As at
31 December
2015
£000
As at
31 December
2014
£000
539
1
80
326
239
-
58
1
Financial risk factors
Exposure to currency, credit, liquidity and interest rate risk arise in the normal course of the Group’s business.
The Directors review and agree policies for managing each of these risks to minimise potential adverse effects on the
Group’s financial performance. Sensitivity analysis indicates none are likely to have a material impact on the profitability
or net assets of the Group.
a) Foreign currency risk
The Group operates internationally and is exposed to foreign exchange risk arising from various currency exposures,
primarily with respect to the euro. At the end of the year the Group held negligible net monetary assets in foreign
currencies. Foreign exchange differences on retranslation of these assets and liabilities are taken to the income
statement.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
AT 31 DECEMBER 2015
b) Credit risk
The Group has no significant concentrations of credit risk and has policies in place to ensure that sales are made
to customers with an appropriate credit history. Receivables balances are monitored on an ongoing basis and at
31 December 2015 no one customer owes more than 11% of total revenue and this debt has been paid since the
year end. As a result the Group’s exposure to bad debts is not significant.
The Group is exposed to the loss of future subscription revenues if subscriber customers go into liquidation.
At 31 December, 2015, no one customer accounted for more than £1,016,000 (2014: £742,000) of future
contracted revenue.
c) Liquidity risk
Prudent liquidity risk and capital management implies maintaining a strong focus on working capital management
and sufficient cash and available funding through an adequate amount of committed credit facilities. The Group
ensures it has adequate cover through the availability of bank overdraft, finance leases and loan facilities to satisfy
forecast requirements taking into account all known and forecast factors.
d) Interest rate risk
The Group’s policy is to minimise interest rate risk by regularly reviewing and agreeing actions to limit the Group’s
exposure to adverse movements in interest rates and fixing interest rates where possible.
Fair value risk factors
The net fair values of intangible assets approximate to their carrying value as disclosed in Note H and 7 are regularly
assessed. The aggregate net fair values and carrying amounts of all other assets and liabilities, including financial assets
and financial liabilities, are disclosed in the Statement of Financial Position and Notes.
Operational risk factors
The Board considers the key operating risk to be insufficient working capital to fund the planned growth in subscriber
numbers. Funding is regularly assessed against forecasts and expected growth rates and managed accordingly to
minimise this risk.
18. Related party transactions
The interests of the Directors in share options are shown on pages 9 and 10.
Other than the above, no transactions with related parties were undertaken such as are required to be disclosed under
International Accounting Standard 24.
19. Profit of the Parent Company
As permitted by Section 408 of the Companies Act, the profit and loss account of the parent company is not presented
as part of these accounts. The parent company’s loss for the financial year amounted to £967 (2014 loss: £54,798).
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
AT 31 DECEMBER 2015
20. Post Balance Sheet Event
At the Company’s General Meeting on 26 January 2016 shareholders approved plans to undertake a capital
reconstruction, the purpose of which was to create positive retained earnings in the Balance Sheet to allow the
Company to, if appropriate, pay dividends in the future. Shareholders also approved future share buy-backs. Following
a court hearing on 24 February 2016 the court confirmed the reduction of capital of the Company. The nominal value
of each Ordinary Share in the Company reduced from one penny to 0.1 pence per share and the Company’s Deferred
Shares of 19 pence each, Share Premium Account and Capital Redemption Reserve were cancelled. Trading in the
shares with a nominal value of 0.1 pence commenced on 25 February 2016.
The table below shows how the Consolidated Statement of Equity as at 31 December 2015 would have looked had the
capital re-organisation been effective on that date.
Crimson Tide plc
Consolidated Statement Of Changes In Equity (restated)
Group
Share
capital
£000
Capital
redemption
reserve
£000
Share
premium
£000
Other
reserves
£000
Reverse
acquisition
reserve
£000
Balance as at 31 December 2015
Reduction in capital
7,335
(6,890)
Restated balance as
at 31 December 2015
445
49
(49)
-
1,090
(1,090)
421
(5,244)
-
421
(5,244)
6,411
2,033
Retained
earnings
£000
Total
£000
(1,618)
8,029
2,033
-
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COMPANY STATEMENT OF FINANCIAL POSITION
AT 31 DECEMBER 2015
As at 31 December
Assets
Tangible assets
Investments
Total non-current assets
Trade and other receivables
Cash and cash equivalents
Total current assets
Total Assets
Equity and liabilities
Share capital
Capital redemption reserve
Share premium
Other Reserves
Retained earnings
Total equity
Trade and other payables
Amounts falling due within one year
Amounts falling after more than one year
Total liabilities
Total equity and liabilities
Notes
8
9
10
11
12
13
13
13
13
14
15
2015
£000
-
3,368
3,368
1,352
75
1,428
4,795
7,335
49
1,090
337
(4,070)
4,741
54
-
54
4,795
2014
£000
-
3,368
3,368
1,427
72
1,499
4,867
7,335
49
1,090
337
(4,069)
4,742
125
-
125
4,867
The financial statements were approved by the Board of Directors on 1 June 2016 and are subject to the approval of
the shareholders at the Annual General Meeting on 28 June 2016 and signed on its behalf by:
B R J Whipp
Director
S K Goodwin
Director
Company registration number: 0113845
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COMPANY STATEMENT OF CHANGES IN EQUITY
AT 31 DECEMBER 2015
Loss after tax for the year being total recognised income and expense for the year
Issue of share capital
Total changes in equity
Total equity as at 1 January
Total equity as at 31 December
Year ended
31 December
2015
£000
(1)
-
(1)
4,742
4,741
Year ended
31 December
2014
£000
(55)
-
(55)
4,797
4,742
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COMPANY STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2015
Year ended
31 December
Cash flows from operating activities
Loss before taxation
Adjusted for:
Decrease in trade and other receivables
(Decrease) / increase in trade and other payables
Interest paid
Net cash generated from operating activities
Cash flows used in investing activities
Acquisition of subsidiaries
Purchases of fixed assets
Interest received
Net cash used in investing activities
Cashflows from financing activities
Interest paid
Net decrease in borrowings
Net cash from financing activities
Net increase / (decrease) in cash and cash equivalents
Net cash and cash equivalents at beginning of period
Net cash and cash equivalents at end of period
Analysis of Net Debt
Cash and cash equivalents
Bank overdraft
Other borrowing due within one year
Borrowings due after one year
Net funds
2015
£000
(1)
75
(13)
1
62
-
-
-
-
(1)
(58)
(59)
3
72
75
75
-
75
-
-
75
2014
£000
(55)
135
28
8
116
-
-
-
-
(8)
(117)
(125)
(9)
81
72
72
-
72
(58)
-
14
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OFFICERS AND PROFESSIONAL ADVISERS
Board of Directors
Secretary
Registered office
B R J Whipp (Executive Chairman & CEO)
G B Ashley
S K Goodwin
L A Jeffrey
S J Roberts
R K Todd
S K Goodwin
10 Orange Street
Haymarket
London
WC2H 7DQ
Registered Number
0113845
Bankers
Auditors
Nominated Adviser and Broker
Solicitors
NatWest Bank
19 Mount Ephraim Road
Tunbridge Wells
Kent
TN1 1EN
Shipleys LLP
10 Orange Street
Haymarket
London
WC2H 7DQ
W H Ireland Ltd
24 Martin Lane
London
EC4R ODR
DAC Beachcroft LLP
100 Fetter Lane
London
EC4A 1BN
Website
www.crimsontide.co.uk
crimson tide plc - annual report 2015
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NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that the 2016 Annual General
Meeting of Crimson Tide plc will be convened at
10 Orange Street, Haymarket, London WC2H 7DQ on
28 June 2016 at 2:30 pm to transact the following
business and consider and, if thought fit, pass the
following resolutions, each such resolution to be
considered as an ordinary resolution.
Ordinary Resolutions:
1 To receive the report and accounts of the Company for
the year ended 31 December 2015
2 To re-appoint Messrs Shipleys LLP as Auditor and
authorise the Directors to fix their remuneration
3 To re-appoint G. B. Ashley as a Director of the Company
4 To re-appoint L. A. Jeffrey as a Director of the Company
By order of the Board
Stephen Goodwin
Company Secretary
Registered Office
10 Orange Street, London WC2H 7DQ
1 June 2016
Notes
1 Proxies
Any member of the Company entitled to attend and
vote at the above meeting may appoint one or more
proxies to attend and, on a poll, to vote instead of him.
A proxy need not be a member.
2 Contracts of Service
All Directors’ contracts of service having more than one
year’s unexpired term are available for inspection by
members at the Company’s registered office during
business hours and will be available for inspection at
the location of the meeting for the period commencing
15 minutes prior to the commencement of the meeting
and ending at the conclusion of the meeting.
3 The Company, pursuant to Regulation 41 of the
Uncertificated Securities Regulations 2001, hereby
specifies that only those shareholders registered on the
Register of Members of the Company at 2.30 pm on
24 June 2016 shall be entitled to attend or vote at the
meeting in respect of shares registered in their name at
the time. Changes to entries on the relevant Register of
Members after this time shall be disregarded in
determining the rights of any person to attend or vote
at the meeting, notwithstanding any provisions in any
enactment, the articles of association of the Company
or other instrument to the contrary.
4 The Company, pursuant to Regulation 41(3) of the
Uncertificated Securities Regulations 2001, hereby gives
notice of its determination that only those shareholders
registered on the Register of Members of the Company
at the close of business on the date of this notice shall
be entitled to receive notice of this meeting.
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FORM OF PROXY
Crimson Tide plc
(“Crimson Tide” or “the Company”)
Annual General Meeting on 28 June 2016 at 2.30 pm
I/We (name in full) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
of . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
hereby appoint the Chairman of the Meeting or . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (delete as appropriate)
as my/our proxy to attend, to speak and to vote in respect of the shares registered in my/our name(s) at the Annual
General Meeting of Crimson Tide plc to be held on 28 June 2016 and at any adjournment thereof. I/we direct my/our
proxy to vote on the following resolution as I/we have indicated by marking the appropriate box with an ‘X’.
RESOLUTION
1 To approve accounts for year ended 31 December 2015
2 To re-appoint Shipleys LLP as auditors
3 To re-appoint G. B. Ashley as a director
4 To re-appoint L. A. Jeffrey as director
FOR
AGAINST
ABSTENTION
Signature . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Notes on completion:
1. As a member of the Company you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote at a general
meeting of the Company. You can only appoint a proxy using the procedures set out in these notes.
2. Appointment of a proxy does not preclude you from attending the meeting and voting in person. If you have appointed a proxy and attend the
meeting in person, your proxy appointment will automatically be terminated.
3. A proxy does not need to be a member of the Company but must attend the meeting to represent you. To appoint as your proxy a person other
than the Chairman of the meeting, insert their full name in the space provided. If you sign and return this proxy form with no name inserted in the
space, the Chairman of the meeting will be deemed to be your proxy. Where you appoint as your proxy someone other than the Chairman, you
are responsible for ensuring that they attend the meeting and are aware of your voting intentions. If you wish your proxy to make any comments
on your behalf, you will need to appoint someone other than the Chairman and give them the relevant instructions directly.
4. You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. You may not appoint more
than one proxy to exercise rights attached to any one share.
5. To direct your proxy how to vote on the resolutions mark the appropriate box with an ‘X’. If no voting indication is given, your proxy will vote or
abstain from voting at his or her discretion. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter
which is put before the meeting.
To appoint a proxy using this form, the form must be:
• completed and signed;
• sent or delivered to Company Secretary; and
• received no later than 24 June 2016 at 2.30 pm.
6.
7.
If your shares are held through CREST, you may use the CREST electronic proxy appointment service.
In the case of a member which is a company, this proxy form must be executed under its common seal or signed on its behalf by an officer of the
company or an attorney for the company.
8. Any power of attorney or any other authority under which this proxy form is signed (or a duly certified copy of such power or authority) must be
9.
included with the proxy form.
In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most
senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company’s register of
members in respect of the joint holding (the first-named being the most senior).
11. If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take
precedence.
12. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution. If no
voting indication is given, a proxy may vote or abstain from voting at his or her discretion. A proxy may vote (or abstain from voting) as he or she
thinks fit in relation to any other matter which is put before the meeting.
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Second fold
The Company Secretary
Crimson Tide plc
Heathervale House
Vale Avenue
Tunbridge Wells
TN1 1DJ
Third fold
Please
Affix
Stamp
Here
l
d
o
f
t
s
r
i
F
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crimson tide plc - annual report 2015
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NOTES
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Crimson Tide plc
Registered in England No. 0113845
Our registered office:
10 Orange Street, London, WC2H 7DQ
UK office:
Heathervale House, Vale Road,
Royal Tunbridge Wells,
Kent, TN1 1DJ
Telephone:
01892 542444
Fax:
01892 510441
General email address:
info@crimsontide.co.uk
Ireland office:
Citywest Business Centre,
3013 Lake Drive,
Citywest Campus,
Dublin 24
Telephone:
+353 (0) 1 4693728
Fax:
+353 (0) 1 4693115
General email address:
info@crimsontide.ie
Web
www.crimsontide.co.uk