ANNUAL REPORT 2018 PAGE 2 K3 CAPITAL GROUP PLC WE ARE DELIGHTED TO REPORT THAT K3 CAPITAL GROUP PLC HAS ACHIEVED SIGNIFICANT ORGANIC GROWTH WITH RECORD REVENUES AND PROFITS IN FY18. ANNUAL REPORT 2018 | CONTENTS PAGE 3 TABLE OF CONTENTS STRATEGIC REPORT OTHER REPORTS FINANCIAL 04 KEY HIGHLIGHTS 22 BOARD OF DIRECTORS 34 FINANCIAL STATEMENTS 06 CHAIRMAN’S STATEMENT 24 DIRECTORS’ REPORT 79 NOTICE OF MEETING 10 CHIEF EXECUTIVE OFFICER’S REPORT 30 INDEPENDENT AUDITOR’S REPORT 16 CHIEF FINANCIAL OFFICER’S REPORT PAGE 4 K3 CAPITAL GROUP PLC BUSINESS HIGHLIGHTS CONTINUED GROWTH ACROSS ALL THREE TRADING BRANDS IMPROVING KPI’S ACROSS ALL BUSINESS STREAMS ONGOING DELIVERY OF OUR ‘BIGGER & BETTER’ STRATEGY AVERAGE FEES NUMBER ONE ADVISOR FOR UK DEAL VOLUME - THOMSON REUTERS 2017 & H1 2018 CREATION OF NEW SUBSIDIARY CONTINUED INVESTMENT IN OUR PEOPLE 133 STAFF MAY 18 LEVERAGING TECHNOLOGY TO FUEL OUR GROWTH STRATEGIC REPORT | KEY HIGHLIGHTS PAGE 5 FINANCIAL HIGHLIGHTS GROUP REVENUE EBITDA 2017 £10.8m 2017 £4.5m NET CASH† 2017 £3.4m 2018 £16.5m 2018 £7.4m 2018 £7.5m +53% +64% +121% 2018 45% 2017 42% 2018 14.10P 2017** 6.59P 2018*** 11.25P 2017** 7.19P † * ** *** Cash in bank less bank loans EBITDA Margin is calculated as Operating Profit plus depreciation and amortisation, divided by revenue 2017 Earnings Per Share & Dividend Per Share are based on 42.2m issued Share Capital at 31 May 2017 2018 Dividend Per Share includes proposed Final Dividend EARNINGS PER SHAREEBITDA MARGIN*DIVIDEND PER SHARE PAGE 6 K3 CAPITAL GROUP PLC IAN MATTIOLI MBE | CHAIRMAN IANMATTIOLIMBE STRATEGIC REPORT | CHAIRMAN’S STATEMENT PAGE 7 CHAIRMAN’S STATEMENT INTRODUCTION THE UK’S MOST ACTIVE DEALMAKER H1 2018 I am delighted to report that K3 Capital Group plc has achieved significant organic growth with record revenues and profits in FY18. RANK ADVISOR 2018 DEALS CHANGE Our disruptive business model and proactive approach to targeting clients with larger value potential has seen each Group company achieve pleasing growth. It is a testament to the professionalism and dedication of the Board and management that such results have been achieved and I remain confident that further opportunities for growth remain ahead for the Group. It is satisfying to report a year of robust growth that has seen revenues increase by 53% to £16.5m (FY17 £10.8m) and EBITDA (note 3) increase by 64%, to £7.4m (FY17 £4.5m). In addition to this, the Group is pleased to report a profit after tax of £6.0m, an increase of 114% (FY17 £2.8m). 1 2 3 4 4 6 7 8 9 KBS Corporate Rothschild & Co KPMG Benchmark International RSM Corporate Finance Grant Thornton Clearwater International Oakline PricewaterhouseCoopers 53% INCREASE IN GROUP REVENUE 64% INCREASE IN EBITDA 10 Baker Tilly International Source: Thomson Reuters Small Cap M&A Review - H1 2018 59 44 24 23 23 20 18 16 15 14 17 9 -15 3 -11 -12 -1 -2 -10 -22 Throughout the year, K3 has continued to invest in both its sales people and its direct marketing approach, two elements which have culminated in 15% more client mandates in FY18. Non-contingent fee income across the brands has increased by 37% to £7m in FY18 (FY17 £5.1m). This investment, combined with continuing industry recognition has raised our profile and brand awareness throughout the UK. Our operations departments have also had a successful year with revenue from Group transaction fees increasing by 64% to £9.5m (FY17 £5.8m). These departments have grown as a direct result of investment into people, management and processes and we are delighted with the calibre and dedication of the team who remain focussed on delivering a ‘best in class’ service to all clients. Once again, we find ourselves excelling in national league tables, with Thomson Reuters naming us as the most active dealmaker in the Small Cap Financial Advisory review for 2017 and H1 2018. Such accolades are testament to the dedication of the board and employees in having the drive and determination to continue improving KPIs across the Group. FINANCIALS As reported, revenues for the year stood at £16.5m, an increase of 53% (FY17: £10.8m), and 22% above initial market expectations. We are pleased to report an EBITDA of £7.4m (FY17 £4.5m), an increase of 64% and 35% above initial market expectations. The Group also enjoyed an increase in Operating Profit of 97% to £7.3m (FY17 £3.7m). Net cash at the year end stands at £7.5m, an increase of 121% from the previous year (FY17 £3.4m). Group net assets at FY18 were £8.3m (FY17 £5.4m) with current net assets standing at £4.2m (FY17 £1.5m). 121% INCREASE IN NET CASH 180% INCREASE IN NET CURRENT ASSETS PAGE 8 K3 CAPITAL GROUP PLC Year Ended 31 May 2018 EBITDA (before exceptional costs) Depreciation and amortisation of assets AIM listing fees Operating Profit Finance income (costs) Profit before taxation 2018 £’000 7,386 (75) - 7,311 4 7,315 2017 £’000 4,463 (56) (704) 3,703 (98) 3,605 As a result of the pleasing results, the Board is delighted to recommend the final payment dividend of 8.4p per share. This results in a total dividend of 11.25p (FY17: 7.19p), a 56% increase. The Board remains committed to a progressive dividend policy, whilst maintaining an appropriate level of dividend cover. If approved, the final dividend will be paid on 30 October 2018 to shareholders on the register at the close of business on 27 September 2018. RECOMMENDING A FINAL DIVIDEND OF 8.4P PER SHARE SUMMARY The positive momentum in the business continues to gain pace and the improved performance across all KPIs, coupled with the robust deal pipelines that exist across all three trading brands, lead us to a very positive outlook for FY19 and beyond. We have seen some significant uplifts in the sales and operational KPIs, and we continue to strive to both develop and train our employees in order to continue these trends. We are continuing to work hard to deliver additional improvements to the technology and systems which were launched in FY18, which will continue to enhance and partially automate business processes. This will drive further operational efficiencies and we remain excited by the prospects that this offers the Group. EBITDA MARGIN* EARNINGS PER SHARE DIVIDEND PER SHARE 2018 45% 42% 2017 2018 2018*** 14.10P 6.59P 2017** 11.25P 7.19P 2017** IAN MATTIOLI MBE Chairman 10 September 2018 * ** *** EBITDA Margin is calculated as Operating Profit plus depreciation and amortisation, divided by revenue 2017 Earnings Per Share & Dividend Per Share are based on 42.2m issued Share Capital at 31 May 2017 2018 Dividend Per Share includes proposed Final Dividend STRATEGIC REPORT | CHAIRMAN’S STATEMENT PAGE 9 THROUGHOUT THE YEAR, K3 HAS CONTINUED TO INVEST IN BOTH ITS SALES PEOPLE AND ITS DIRECT MARKETING APPROACH PAGE 10 K3 CAPITAL GROUP PLC JOHN RIGBY | CHIEF EXECUTIVE OFFICER JOHNRIGBY STRATEGIC REPORT | CHIEF EXECUTIVE OFFICER’S REPORT PAGE 11 CHIEF EXECUTIVE OFFICER’S REPORT INTRODUCTION AND HIGHLIGHTS I am delighted to report on what has been a fantastic year at K3 Capital Group plc. Record revenue and profits have been achieved through continued implementation of our growth strategy, predicated on effective marketing, quality data and professional sales strategies, coupled with a low cost and scalable operating platform. This is driven and supported by K3’s continued investment in technology, data segmentation and optimisation and improvements in its marketing and sales processes. As an innovative and disruptive player within the fragmented business and company sales marketplace, K3 has continued to increase the number of client mandates across the Group, with a particular focus on a qualified service delivery to mandates with an enterprise value in excess of £5m. The Group’s success is achieved by carefully monitoring its growth through key performance indicators, including the total volume of mandates, completed transactions and average transaction fees. K3 Capital outperformed the general market, completing 34% more deals than any other advisor (Thomson Reuters Small Cap M&A Review H1 2018) to maintain its market leading position as the UK’s most active deal maker. Amid the current uncertainty around Brexit negotiations and slow economic growth, such success gives me great delight, but also hints at an even brighter future once negotiations to leave the European Union have concluded. The financial year ending 31 May 2018 has seen the continuing and successful implementation of our strategy to grow revenue across each of our brands. I am very pleased to report that revenue for the Group increased 53% to £16.5m (up from £10.8m in FY17) with revenue in KBS Corporate Finance up 77%, KBS Corporate up 43% and Knightsbridge up 24%. GROUP REVENUE +53% During the year we have successfully implemented a number of initiatives to help propel growth throughout the year. A number of technological advances have launched and began to positively influence activity, continued investment in our people has led to increases in both capacity and skill sets, and further refinement of sales and marketing activity has further enhanced our ability to target larger value opportunities. We are delighted to have retained our high standing within industry league tables having been ranked by Thomson Reuters (small cap M&A review by deal volume) as No 1 Advisor for the calendar year 2017 and No 1 Advisor in the first six months of this calendar year (Jan to June 2018). The year hasn’t been without challenges. The introduction of GDPR in May 2018 inevitably meant some minor restructuring and formalising of our procedures, but with the dedication of our internal marketing team, and the professional legal advice received from our solicitors and the Direct Marketing Association, I can report that policies, procedures and training were implemented ahead of the legislation coming into force. We do not believe that the changes implemented will have any ongoing impact on our direct marketing method which remains central to our disruptive model. I would like to thank my fellow directors and indeed all the staff across the Group for their hard work and dedication over the last 12 months in achieving remarkable growth in both revenue, and EBITDA up 64% to £7.4m FY18 (FY17 £4.5m). Their commitment and hard work in driving through growth initiatives, has brought about even greater momentum both in the volume and quality of new client wins and transactions. The achievements within the financial year speak volumes for the character and professionalism of the entire K3 team. 64% INCREASE IN EBITDA 2017£10.8m2018£16.5m PAGE 12 K3 CAPITAL GROUP PLC I am proud to announce that during the financial year we awarded 25 members of staff with share options (the performance period for which commenced on 1 December 2017). This scheme is undoubtedly helping us to retain and attract key talent to the Group and I envisage it continuing to play an important role as we enter our second full year as a PLC. Our marketing spend has increased in line with our strategy to target and mandate ‘bigger and better’, higher value clients. The costs of £1.0m (6.1% of turnover) in FY18 compares with £0.9m (8.3% of turnover) in FY17 and has driven new client wins across KBS Corporate Finance, KBS Corporate and Knightsbridge, many of which will convert into transaction fee income as we move into FY19. It is pleasing to see that the investment in marketing is having a positive effect on Return On Investment, demonstrated by decreased marketing costs as a percentage of turnover. SALES The Knightsbridge brand has traded positively across the year allowing us to recruit a further Regional Sales Manager, increasing the team to seven, with further investment into Head Office sales resource. During the financial year we have repositioned the brand, launching Knightsbridge Commercial, in order to focus on the more profitable commercial market, in addition to the ‘retail’ market, which Knightsbridge has traditionally served. This has been complemented by increased investment into direct marketing resulting in growth across all main KPIs, monthly appointments increased to 232 in FY18 (FY17 189); monthly fee quotes increased to £294k in FY18 (FY17 £204k) and monthly new mandates increasing by 5%. This has delivered a 57% increase in non-contingent fee income to £1.1m in FY18 (FY17 £0.7m). We strongly believe that our approach and dedication to the Knightsbridge Commercial brand will provide additional growth in FY19 and beyond. NON-CONTINGENT FEE INCOME +57% OPERATIONS Within the previous financial year we created a separate department to manage commercial instructions under a new Knightsbridge Commercial brand. We are confident that this has improved the customer journey as planned and this re-focus on commercial business have delivered positive KPIs. The growth across all main KPIs included: monthly buyer enquires increasing to 3,017 in FY18 (FY17 2,965); monthly buyer meetings increased to 224 in FY18 (FY17 200); and monthly offers increased to 45 in FY18 (FY17 35). BUYER ENQUIRIES BUYER MEETINGS OFFERS We are confident that the strong performance against KPIs and investment in the team will yield a very positive future for the division and will deliver revenue growth in FY19. Transaction Fee Income achieved in FY18 is £518k (FY17 £532k). This marginal decrease (3%) can be attributed to a particularly large transaction that occurred in FY17, when normalised to take this into account, we see a 16% increase in the volume of transactions, and a 28% increase in underlying Transaction Fee Income. MONTHLY APPOINTMENTS MONTHLY FEE QUOTES TRANSACTION FEE INCOME 201718920182322017£204k2018£294k20172,96520183,017201720020182242017352018452017£0.7m2018£1.1m2017£532k2018£518k STRATEGIC REPORT | CHIEF EXECUTIVE OFFICER’S REPORT PAGE 13 SALES FY18 has seen previous investment into sales staff, systems and data produce excellent results. This combined with our continued focus on targeting higher value clients through our ‘bigger and better’ approach has helped to yield positive growth across all our main KPIs. Monthly new business appointments increased to 285 in FY18 (FY17 239); monthly fee quotes increased to £2.1m FY18 (FY17 £1.3m) and monthly new mandates increased by 24%. OPERATIONS Our continuing mantra of targeting and winning higher value client mandates in greater volume, combined with a significant uplift in the number of buyers sourced, due to our ongoing investment into data, research and buyer targeting, has continued to deliver increases in both the volume of transactions completed (30% increase on FY17) and the average fee relating to these transactions increased by 22%. (FY18: £43.1k, up from FY17: £35.2k). The investment in management, head count and data / systems has delivered some pleasing results across all major operational KPIs. These include monthly Non Disclosure Agreements (NDAs) received increasing to 1,006 in FY18 (FY17 673); monthly buyer meetings increasing to 115 in FY18 (FY17 86) and monthly offers increasing to 36 in FY18 (FY17: 21). APPOINTMENTS FEE QUOTES NDAS BUYER MEETINGS OFFERS As a result non-contingent fee income has increased by 37% to £5.9m in FY18 (FY17 £4.3m) All of the above has resulted in Transaction Fee income increasing by 60% to £2.4m in FY18 (FY17 £1.5m) and we are confident that the investment will deliver further revenue growth and profitability in FY19. NON-CONTINGENT FEE INCOME TRANSACTION FEE INCOME +37% +60% 201723920182852017£1.3m2018£2.1m201767320181,00620178620181152017212018362017£4.3m2018£5.9m2017£1.5m2018£2.4m PAGE 14 K3 CAPITAL GROUP PLC During the year the department has continued to gain traction with the following key highlights: SECOND SUCCESSFUL INTAKE OF STUDENTS WITHIN THE GRADUATE ACADEMY INCREASED THE NUMBER OF CHARTERED ACCOUNTANTS TO 9 (FY17: 5) CONTINUED INCREASE IN PROFITABILITY AND FEE VALUE OF CLIENT PORTFOLIO Our Graduate Academy continues to flourish and we selected a further 4 graduates to undertake a work experience year within the Corporate Finance department. This is the third intake since the department was established and I am delighted to report that we have made our first permanent hire from the initial intake of graduates, now that their studies have completed. OPERATIONS During FY18 our continued strategy of targeting higher value clients has resulted in us winning numerous mandates with profits typically ranging from £2m to £10m, providing us with a strong foundation heading into FY19 and beyond. During the period we increased the number of chartered accountants within the department to 9 (FY17: 5) in order to provide the resource to transact the increased volume of higher value and profile mandates. INCREASE IN HIGH VALUE CLIENTS Our ever-improving reputation, successful case studies combined with our sector leading marketing strategy and national sales footprint has resulted in a 78% increase in fee income to £6.6m in FY18 (£3.7m in FY17). TRANSACTION FEE INCOME +78% 2017£3.7m2018£6.6m STRATEGIC REPORT | CHIEF EXECUTIVE OFFICER’S REPORT PAGE 15 LOOKING AHEAD Our Group strategy for FY19 is in line with our previously stated strategy of organic growth across all three business streams, continuing to move ‘up market’ with the average value of deals across all brands. To achieve this we plan to leverage our data, technology and systems to find more sellers, more buyers and complete more transactions than any other UK adviser. All three brands have started the year strongly and the Group as a whole is trading ahead of market expectations and has strong pipelines in place. Although the timing and certainty of transactions is not guaranteed, we are excited by the prospects of the current financial year. Whilst we have set a tough comparative year, due to strong performance in FY18 we will strive to continue delivering growth across the Group. In line with this stated strategy, we have recently formed an FCA regulated subsidiary (KBS Capital Markets Ltd) in order to offer a ‘TripleTrack’ approach for our clients promoting them to Trade Buyers, Private Equity investors and the potential of an IPO / Flotation. We are excited by the upcoming launch of this new route to market, and expect it to generate quality clients and mandates into the Corporate Finance division throughout FY19. KBS Capital Markets, through its recently acquired FCA regulation, allows the Group to broaden its service offering by undertaking transactions involving the transfer of clients’ minority shares, as well as AIM listings. KBS Capital Markets provides the Group with the vehicle to undertake such transactions when required, which is deemed as low risk from a compliance perspective. We do not envisage a requirement to ‘regulate’ the other Group companies, which will continue to trade in the existing manner. have made as a Group in recent years. We hope that this will underpin and enhance our market leading position as we continue our disruptive approach to the sector. We continue to make advances in the utilisation of technology to deliver operational efficiencies and improved communication and performance. During the last 12 months our Buyer Matching Engine (BME) has been further developed and is now in the early stages of operation, this is already starting to positively impact the number of buyers (NDAs) into the business and further development has been identified which we feel will significantly impact FY19 and beyond. Our recently launched Mandate Portal allows Private Equity and serial acquirers to easily search and access our portfolio of clients which we hope will allow us to further leverage our strong relationships with buyers as we strive to become the most prominent shop window for both the quality and quantum of acquisition opportunities. FY18 has also seen the launch of a second valuation portal, whatismybusinessworth.co.uk, to complement the successes of CVS. We expect this to gain traction throughout FY19 and provide a further source of mandates and income into the Group. We are excited by the prospects of the coming financial year and look forward to delivering sustainable growth and increasing profitability across the Group. Our people remain at the core of our business. We continually strive to recruit high quality; experienced people and we have recently invested in expanding the head office infrastructure to accommodate additional members of staff and further future proof our operations. JOHN S RIGBY Chief Executive Officer 10 September 2018 We are in the process of refreshing the KBS Corporate brand with an updated website and marketing materials that reflect the advances we PAGE 16 K3 CAPITAL GROUP PLC ANDREW MELBOURNE | CHIEF FINANCIAL OFFICER ANDREW MELBOURNE STRATEGIC REPORT | CHIEF FINANCIAL OFFICER’S REPORT PAGE 17 CHIEF FINANCIAL OFFICER’S REPORT INCOME STATEMENT Following K3’s first full year as a listed company, I am delighted to report that Group turnover for the year amounted to £16.5m, an increase of £5.7m (53%) compared to the prior year (2017: £10.8m). Following on from the continued investment into the transaction delivery teams within the Group, two thirds of turnover growth has come from transaction fee income. The ever-improving success at completing deals, as demonstrated by independent industry league tables, has seen transaction fee income derived from completions increasing by 64% (£3.7m increase). The year as a whole has seen many internal records broken, and delivers headline increases from FY17 to FY18 of 37% in non-contingent fees, 64% in transaction fees, and 67% in EBITDA. The growth in staff numbers over the year has seen every department strengthened by a total increase of 23 employees from May 2017 to May 2018 (21%), delivering what the Directors believe is a solid platform for the growth plan ahead. FY17 FY18 21% INCREASE IN STAFF NUMBERS NON-CONTINGENT FEE INCOME Recognised Non-Contingent Fee Income (see note 5) grew by 37% to £7.0m, representing a £1.9m increase on the previous year (FY17: £5.1m). The continued revenue recognition policy, in line with IAS 18, sees the recognised figures take into account the contractual nature of new client mandates, and spreads income throughout the life of a contract. Behind this revenue recognition policy are newly instructed and paying clients, referred to internally as ‘banked’ income. This ‘banked’ Non-Contingent Fee income has risen to £7.2m in FY18, an increase of £1.9m from FY17 (£5.3m), showing the continued success of the sales and marketing team. This increase has once again come from a combination of targeting and winning an increased quantity and quality of client mandates, as the Group on the whole moves upstream, underlined by the new ‘Knightsbridge Commercial’ offering towards the end of the year. The year ends with the average retainer fee increasing by 21%, and average monthly instructions raising by 15% – again demonstrating the continued strategy of growing both the volume and value of instructions. 15% In the 2017 report, it was announced that the increase in the national sales team was expected to generate around 27% more capacity in diary time, increasing the national footprint of the Group and allowing more client appointments, therefore more non-contingent fee income. This 27% increase has delivered a 37% increase in revenue, whilst FY18 closes with the same number of regional Directors, the recruitment drive in FY19 will look to increase capacity further, and the Directors believe this will continue to demonstrate the highly scalable nature of the business. MONTHLY INSTRUCTIONS TRANSACTION FEE INCOME Knightsbridge Transaction Fee Income has remained flat year on year, with £0.5m turnover delivered in FY18 (FY17: £0.5m). However FY17, as typical to most years prior, saw the completion of a large deal from the team, delivering a large transaction fee. FY18 did not see such a transaction, though when the largest transaction fee is removed from the prior year, underlying turnover is up 28% from the core business. The number of transactions in the department has increased by 16% in the year, and it is expected that the launch of Knightsbridge Commercial will see average transaction fee income rise given the value of businesses coming to market. KBS Corporate Sales have seen a 30% increase in the volume of transactions in the year, and also a 22% increase in the average fee value – further demonstrating the continuous strategy of delivering more transactions at a higher average value. This has seen transaction fee income rise by £0.9m to £2.4m in FY18 (FY17 £1.5m), a 60% increase. The revenue growth has been delivered following a significant investment in the levels of service being offered to corporate clients. This can be demonstrated with increased staff numbers from FY17 to the date of this report, detailing a 57% increase in the number of Corporate Researchers, 43% increase in the number of Corporate Document Writers, and a 38% increase in the number of Corporate Deal Executives. The combined additional resources have led to increased volumes of Non Disclosure Agreements received from buyers, with more pro active targeting and handling of buyers, delivering more buyer meetings, offers, and completions. With continued investment planned in terms of technological advances in the contacting of buyers, the Directors PAGE 18 K3 CAPITAL GROUP PLC believe that this trend should continue and further scale the department upwards. Transaction Fees in KBS Corporate Finance have increased by 78% to £6.6m in FY18 (FY17: £3.7m), as a continued result of our strategy to move upstream. The year has seen a significant increase in the expected value of clients coming to market, following the ‘high profit’ targeted marketing campaigns. Off the back of several high value transactions, marketing activities have been successful in attracting new mandates with potential fee levels well above current averages. The department now has nine Chartered Accountants/Corporate Financiers transacting deals (FY17: 5) demonstrating the significant resources being invested into delivering a first class service for this level of client mandate. As a Group, the average Transaction Fee has risen by 41%, also seeing the total number of transactions rising by 18% – more transactions at a higher average value, continuing the ‘bigger and better’ strategy. Whilst FY18 has seen a continuation of larger Corporate Finance transactions, it is noted that when the largest fee is removed from FY18 and FY17, there is still an increase of 40% on the average Transaction Fee, underlining the Group wide growth strategy with increased averages throughout. MARKETING COSTS Group marketing spend has increased by 11% in FY18 to £1.0m (FY17 £0.9m), primarily due to increases in the volume and quality of direct and digital marketing. Continued investment into ‘high profit’ mailings, utilising high quality, glossy marketing brochures and success stories to potential large clients, has seen great success with new Corporate Finance mandates won in the year. This increased spend has also been incurred in maintaining the pro-active approach to finding buyers, with more mailings and emailing taking place. OVERHEAD COSTS Overheads have once more increased in FY18 by £2.0m to a total of £8.2m (FY17: £6.2m). Breaking these down into two components, overheads excluding wages have increased by less than 2% in the year, a testimony to the culture throughout the Group of driving value and continuously monitoring costs. The vast majority of the increase in overheads has been derived from Group wages, increasing from £4.0m in FY17 to £6.6m in FY18, with the year end headcount standing at 133, a 21% increase (FY17: 110). Reassuringly, however, despite the increase in staff numbers and general salary increases, the Group ethos of keeping employees driven to earn through performance rather than basic salary, sees the variable payroll cost (bonuses) in FY18 equate to 44% of overall payroll (FY17 48%). There have been pay increases through the Group and some senior appointments that have eroded this variable as a percentage, however the remuneration model remains unchanged therefore the overall quantum of bonus payments linked to success will continue to grow in line with turnover. Considering the sheer volume of new starters, it is pleasing to note that average length of service has increased from 2.5 years to 2.7 years for those in employment at Year End. During the year, the Group has been re-accredited as Investors In People and has adopted several new employee benefit schemes to retain and attract high quality staff to the Group. EBITDA As a result of the continued strong trading performance in the year, reported EBITDA has increased by £2.9m (64%) to £7.4m in FY18 (2017: £4.5m). EBITDA margin has also increased to 45% (2017: 41%), underlining the potential growth in profitability with continued success at retaining and transacting clients. 64% INCREASE IN EBITDA (FY17 - FY18) TAXATION The pre-exceptional effective tax rate is 18.6% which is marginally lower than the prior year (FY17: 19.1%) reflecting the reduction in the standard rate of Corporation Tax. STRATEGIC REPORT | CHIEF FINANCIAL OFFICER’S REPORT PAGE 19 EARNINGS PER SHARE RISKS AND UNCERTAINTIES Based on the closing 42.2m shares in circulation, the basic earnings per share (see note 14) was 14.1p for the year. This represents an increase of 114% on FY17 when using the same 42.2m shares in circulation at FY17 year end, that delivered a basic earnings per share of 6.6p. 114% INCREASE IN EARNINGS PER SHARE STATEMENT OF FINANCIAL POSITION CASH The Group cash balances continues to grow and ends the year with £7.5m (FY17: £3.8m). The Group business model is highly cash generative as Non-Contingent Fee income is typically paid in advance of services, although is recognised in the accounts over a period of time. With wages being processed at the end of each month, and bonus payments being made after receipt of income, this leaves minimal requirement for working capital in the business. This year has seen only one exceptional cash movement in the year, being the £0.4m repayment of legacy bank borrowings to leave the Group debt free. It is noted that, whilst a £7.5m cash balance appears high, once a provision for corporation tax, VAT and PAYE (£1.8m), and a provision for a final dividend (£3.5m) are taken into account, this leaves a free balance of £2.2m, approximately 3 months total overheads, which the Directors feel is sufficient liquidity for the Group. By exception, other points of note with regard to the statement of financial position are: • Significant increase in other taxation and social security due to quantum of year end bonuses for the Group processed in May payroll • Trade receivables/payables are subject to the timing of transactions and recognised income around the reporting date (see notes 18 & 21) • Deferred income continues to grow in line with Non-Contingent Fee income to underpin future turnover (see note 24) • Borrowings repaid in full during the financial year Management consider the following issues to be the principal risks potentially affecting the business: Risk: Personnel Management consider there could be a risk to the Group growth strategy should it fail to retain or attract effective personnel. Mitigation: Subsequent to the AIM floatation, key members of staff were granted share options as part of an LTIP as an incentive to retain talent within the Group, this was widened within the financial year under an additional scheme to bring a total of 31 employees into the schemes. The performance periods under these schemes commenced 1 June 2017 and 1 December 2017, and both run for 3 year cycles. There are currently 1,745,633 shares granted to staff under the scheme (4.14% of total shares) In addition, K3 Capital Group has continued to search for employee wellbeing incentives and during the year has established a Death In Service policy for all members of staff. Post year end, a Healthcare Plan and Employee Discount Scheme have been introduced, effective from FY19. This, combined with regular social events, is deemed to be sufficient for improving and maintaining the attractiveness of employment within the Group, however Directors regularly review opportunities to improve. Risk: Regulation With exception of KBS Capital Markets Ltd, K3 Capital Group predominantly operates within a partially unregulated market place and relies on a specific exemption from FCA in order to trade without regulation. It is deemed vital by management that the core of the Group continues to trade unregulated. Mitigation: The new client terms distributed through the financial year make it explicitly clear that the main Group trading entities are not FCA regulated and are not able to offer advice on minority share sales. There has been an internal team established to monitor all transactions in Heads of Agreement to ensure that the 50% threshold is not breached, whilst at the same time, our legal partners have been written to asking to inform the Group if a transaction falls below this level. An additional mitigation to this risk, comes from the newly regulated vehicle, KBS Capital Markets Limited. FCA approval was gained post year end and, as all Group contracts have the right to assign a client to Group companies, this will allow K3 to act on minority share sales and AIM listings in the future, where required. This provides greater flexibility when operating around regulated markets. PAGE 20 K3 CAPITAL GROUP PLC Risk: Data Protection There was a large change in May 2018 in respect of data protection that could have threatened the marketing capabilities of businesses who were not prepared. The General Data Protection Regulation (GDPR) (Regulation (EU) 2016/679) is a regulation by which the European Parliament, the Council of European Union and the European Commission intend to strengthen and unify data protection for the individuals within the European union (EU) and covers firms that hold client data. Mitigation: Following the commissioning of a taskforce to comply with GDPR, there has been a significant amount of effort provided by our legal partners and the marketing team to ensure full compliance for the May deadline. All staff have been trained, which is ongoing, new procedures have been established, and all breaches are reported at plc board meetings to ensure that the matter is taken seriously. SHAREHOLDERS’ DIVIDEND The Board is recommending a final dividend of 8.40 pence per ordinary share payable to shareholders on the register at 27 September 2018. The final dividend, together with the January interim dividend of 2.85p, gives an indicative total dividend of 11.25 pence per share for the year, representing a 56% increase on the prior year (2017: 7.19 pence). On admission, the Board outlined an intention to pay approximately 80% of the Group’s post tax profits for the year weighted 1/3 on interim results and 2/3 on final results. The 8.4p final dividend represents 79.8% of the Group’s post tax profits for the year. Going forwards, the Board expects to maintain a progressive dividend policy in line with its stated strategy. Risk: Economical & Political Macroeconomic conditions such as government regulation, political instability or recession could cause volatility in the UK economy. The wider economic impacts of the outcome of the EU referendum may also be felt throughout the UK economy. 0 FINAL DIVIDEND OF 8.40P PER SHARE Mitigation: The continued Group policy of sourcing both clients and buyers from all sectors and industries, across all geographic regions of the UK is expected to sufficiently spread this risk of downturn in individual markets or areas. All income is derived from a diverse portfolio of clients, across a broad range of sectors. The economic impacts of the outcome of the EU referendum will be monitored and mitigated where possible by the Board with the appropriate action being taken in a timely manner. SHARE PRICE The K3 Capital Group plc share price closed the financial year at 318.0 pence, an increase of 164% on the 31 May 17 closing price of 120.5 pence. 120.5p 01/06 318.0p 31/05 STRATEGIC REPORT | CHIEF FINANCIAL OFFICER’S REPORT PAGE 21 GOING CONCERN After making enquiries, the directors have formed a judgement, at the time of approving the financial statements, that there is a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. For this reason, the directors continue to adopt the going concern basis in preparing the financial statements. STRATEGIC REPORT The Strategic Report on pages 4 to 21 was approved by the Board of Directors on 10 September 2018 and signed on its behalf by: ANDREW MELBOURNE Chief Financial Officer 10 September 2018 PAGE 22 K3 CAPITAL GROUP PLC BOARD OF DIRECTORS IAN MATTIOLI MBE NON-EXECUTIVE CHAIRMAN JOHN RIGBY CHIEF EXECUTIVE OFFICER ANDREW MELBOURNE FCMA CHIEF FINANCIAL OFFICER Ian has over 30 years’ experience in the financial John joined the Group in 2000 following a Andrew joined the Group in 2012 following services sector, and co-founded the Mattioli career in commercial and corporate banking. ten years in various financial accounting roles Woods Group in 1991 where he is the Chief John has over 18 years of operational, sales across various industries including media, Executive Officer and remains responsible and commercial management experience leisure and property management. Andrew for the vision and operational management within the sector and developed the national possesses strong financial, strategy and of the Group. Ian has been awarded an MBE sales infrastructure of the Group. John became commercial management skills including HR, and also won the London Stock Exchange AIM Managing Director of the Group in 2010 and IT and special projects. Andrew is a fellow Entrepreneur of the Year award in 2007. has been responsible for driving growth and of the Chartered Institute of Management is integral in the development of the low cost, Accountants and has an MSC in Strategic Ian was appointed on the 11 April 2017 upon process driven delivery platform. Financial Management. Andrew was voted AIM floatation and is a member of the Audit, Remuneration and Nomination committees. North West Young Finance Director of the Year at the North West Finance Awards in 2016. OTHER REPORTS | BOARD OF DIRECTORS PAGE 23 TONY FORD (FCA) EXECUTIVE VICE-CHAIRMAN STUART LEES (FCA) EXECUTIVE DIRECTOR MARTIN ROBINSON (FCA) NON-EXECUTIVE DIRECTOR Tony is a chartered accountant and Stuart joined K3 as a Non-Executive Director Martin is a highly experienced private and experienced corporate financier. He founded in September 2015 to assist with the public company director with over 30 years’ K3 and led its investment in KBS in 2007. development of the strategic direction of the experience in financial services. He has He was subsequently responsible for the Group, becoming an Executive Director in July previously served on the board of a number overall strategic direction of the Group and, 2017. Stuart is a highly respected corporate of the subsidiary companies of AIM-quoted previously as Chairman, he oversaw a period financier and was previously Managing Director Brooks Macdonald Group Plc, the integrated of strong growth and internal development. of Altium and head of corporate finance at wealth management group. Martin is a Fellow Tony possesses significant directorship Arthur Andersen in the UK. Stuart has a wealth of the Institute of Chartered Accountants in experience across a broad range of industries of business experience and held the position England and Wales and was previously on including corporate finance, financial services, of Group CEO of Latium Holdings Limited the AIM Advisory Committee as a founder technology and business services. from 2004 to 2009 acquiring Ultraframe plc, member, overseeing the development and Spectus Systems, Kestrel Building Products regulation of the market in 1995. Martin was and the successful disposal of Everest Home appointed to the K3 Capital Group board on Improvements. 17 July 2017 and is a member of the Audit, Remuneration and Nomination committees. PAGE 24 K3 CAPITAL GROUP PLC DIRECTORS’ REPORT The directors present their report and the audited financial statements of the Group for the year ended 31 May 2018. DIRECTORS’ REMUNERATION The directors who served the Company during the year and to the date of this report were as follows: I T Mattioli A J Ford J Rigby A R Melbourne S Lees W M Robinson (appointed 17 July 2017) ATTENDANCE AT MEETINGS Directors’ remuneration payable in year ended 31 May 2018: £000 Salary & Fees Benefits in Kind Bonus payable in respect of FY18 Pension Contributions Total FY18 Total FY17 I T Mattioli A J Ford J S Rigby A R Melbourne S Lees W M Robinson 74 160 225 84 41 24 - - 2 8 - - - 360 169 60 60 - 649 - 1 1 1 - - 3 74 521 397 153 101 24 10 126 247 104 60 - 1,270 547 Board Audit Remuneration Total 608 10 I T Mattioli W M Robinson * S Lees * A J Ford J S Rigby A R Melbourne 6/6 5/5 6/6 6/6 6/6 6/6 2/2 2/2 - - - - 1/1 1/1 - - - - * On 17 July 2017, S Lees stepped down as a Non Executive Director to become an Executive Director, with W M Robinson being newly appointed Non Executive Director in replacement. TIME COMMITMENTS OF DIRECTORS The Group embraces the benefits that are brought from a Board with a range of business backgrounds and experiences. The Board also recognises that it is imperative that Board members dedicate sufficient time to the Company Ian Mattioli’s time commitment to K3 averages 1-2 days per month. Martin Robinson’s time commitments to K3 averages 1-2 days per month FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES Business risks and uncertainties are included within the Chief Financial Officer’s Report on pages 19 to 21 and financial risks are set out in notes 4 and 27 to the financial statements. Bonuses which are not guaranteed accrue to the executive directors and certain senior executives based on pre-determined performance targets. Bonuses disclosed as payable in respect of the year are paid in May. EMPLOYEES At K3 Capital Group, we recognise that we need to attract, motivate and develop good quality people. As a Company we aim to become one of the employers of choice within the local area and to be recognised as an organisation where you can work in a challenging and rewarding environment whilst having fun, developing a career and growing with the business. As a Company, we value the following: • Honesty and integrity • Energy and enthusiasm • A strong desire to satisfy our customers • New and innovative ideas • Commitment and loyalty • Common sense and intelligence • People who strive to succeed in whatever they do • Ambition We aim to provide a professional, friendly and safe work environment where our colleagues can develop as individuals and as part of the OTHER REPORTS | DIRECTORS’ REPORT PAGE 25 winning team, sharing the rewards of our success. The Group’s policy is to recruit and promote on the basis of aptitude and ability without discrimination of any kind. Applications for employment by disabled people are always fully considered bearing in mind the qualification and abilities of the applicants. In the event of employees becoming disabled, every effort is made to ensure their continued employment. As You Earn share scheme, however a subsequent investigation of employee appetite and administration costs delivered the conclusion it was not appropriate at this time to open the scheme. This was reviewed in the current financial year, whilst costs have been reduced, appetite is still not sufficient to justify the costs. This will continue to be reviewed periodically. POLITICAL DONATIONS There were no political donations in either FY18 or FY17. SHARE CAPITAL AND SHARE STRUCTURE Details of the share capital, together with details of the movements in the share capital during the year, are shown in note 26 to the accounts. The Company has one class of ordinary shares which carry no right to fixed income. Each share carries the right to one vote at general meetings of the Company. There are no other classes of share capital. No person has any special rights of control over the Company’s share capital and all issued shares are fully paid. SHARE OPTIONS The Directors consider that an important part of the Group’s remuneration policy should include equity incentives through the grant of share options to Directors and employees. Accordingly, the Company has adopted an Option Plan. On admission, a total of 7 employees were awarded options at the admission price subject to performance criteria, totalling 2.5% of the enlarged share capital. In January 2018, a 2nd wave of awards were granted to an additional 25 key employees of the Group consisting of 1.2% of the enlarged share capital of the Group. The performance criteria was identical to that of the first plan, with targets for Earnings Per Share and Total Shareholder Return over the 3 year period. At May 2018, there were a total of 31 current employees (23% of May 2018 Group employees) participating in the Option Plans with a combined grant of 4.0% of the enlarged share capital of the Group. Prior to Admission, it was the intention of Directors to open a Save It is the intention of the Directors to grant further options to current and future employees of the Group. Following Admission, the maximum number of Ordinary Shares which will be subject to options granted to Directors and employees under the Option Plan, ShareSave Plan and any other employee share plan adopted by the Company will not exceed 10 per cent. of the Company’s issued share capital from time to time in any rolling 10 year period. HEALTH, SAFETY AND THE ENVIRONMENT The Directors consider the health, safety and environmental protection aspects of the business to be of great importance, in addition to the prevention of any personal injury, avoidance of damage to health and the protection of the environment, which are important business and social responsibilities. Management practices within the Group are designed to ensure so far as is reasonably practicable, the health, safety and welfare at work of employees, contractors and visitors and the implementation of environmentally aware and friendly policies. CORPORATE GOVERNANCE As an AIM listed company, the Directors recognise the importance of applying sound governance principles in the successful running of the Group. Although not required to do so, the Directors have sought to embrace the principles contained in the UK Corporate Governance Code (2016) where appropriate. The Directors are mindful of the changes to the governance requirements for AIM listed companies and given the size and nature of the Company and composition of the Board intend, in so far as is practical and appropriate, to formally adopt and adhere to the QCA Corporate Governance Code for Small and Mid-Size Quoted Companies (the QCA Code) and will report accordingly in the next annual report and on the K3 website by the end of September 2018. PAGE 26 K3 CAPITAL GROUP PLC AT K3 CAPITAL GROUP, WE RECOGNISE THAT WE NEED TO ATTRACT, MOTIVATE AND DEVELOP GOOD QUALITY PEOPLE OTHER REPORTS | DIRECTORS’ REPORT PAGE 27 THE BOARD NOMINATIONS COMMITTEE The Board comprises a Non-Executive Chairman, four Executive Directors and one Non-Executive Director. Their names and biographical details are set out on pages 22 and 23. The Board considers the Non-Executive Director, WM Robinson, to be independent. The posts of Chairman and Chief Executive are held by different individuals. The Chairman is responsible for the Board and the Chief Executive for the operating performance of the Group. The Board is scheduled to meet four times each year, with additional meetings called if required. The Board’s main responsibilities are to agree Group strategy, approve annual budgets, review management performance, financial results, board appointments and dividend policy. A comprehensive board pack is distributed to all directors prior to each scheduled Board meeting. Directors are able, if necessary, to take independent professional advice, at the Group’s expense, in the furtherance of their duties. The Board has delegated specific responsibilities to Audit, Remuneration, and Nomination Committees. REMUNERATION COMMITTEE The Remuneration Committee is chaired by I T Mattioli, its other member is W M Robinson. The Remuneration Committee reviews the performance of the Executive Directors and makes recommendations to the Board on matters relating to their remuneration and terms of employment. The Remuneration Committee also makes recommendations to the Board on proposals for the granting of share options and other equity incentives pursuant to any share option scheme or equity incentive scheme in operation from time to time. The remuneration and terms and conditions of appointment of the Non-executive Directors of the Company are set by the Board. Details of directors’ remuneration are set out in the directors’ report on page 24. AUDIT COMMITTEE The Audit Committee is chaired by W M Robinson, its other member is I T Mattioli. The Audit Committee has primary responsibility for monitoring the quality of internal controls and ensuring that the financial performance of the Company is properly measured and reported on. It receives and reviews reports from the Company’s management and auditors relating to the interim and annual accounts and the accounting and internal control systems in use throughout the Company. The Audit Committee meets at least twice a year and has unrestricted access to the Company’s auditors. The Nominations Committee is chaired by I T Mattioli, its other member is W M Robinson. The Nomination Committee assists the Board in discharging its responsibilities relating to the composition of the Board, performance of Board members, induction of new directors, appointment of committee members and succession planning for senior management. The Nomination committee is responsible for evaluating the balance of skills, knowledge, diversity and experience on the Board, the size, structure and composition of the Board, retirements and appointments of additional and replacement directors and makes appropriate recommendations to the Board on such matters. The Nomination Committee prepares a description of the role and capabilities required for a particular appointment. The Nomination Committee meets formally at least twice a year and otherwise as required. SUMMARY OF DIRECTORS INTERESTS IN THE COMPANY A summary of directors’ interests in the Company are shown in the table below. All figures relate to shares owned outright. Director Class of Share Shareholding at end of Year Shareholding at start of Year I T Mattoili A J Ford J S Rigby A R Melbourne S Lees W M Robinson Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary 637,825 7,597,895 7,597,895 464,802 800,000 36,900 398,318 8,442,105 8,442,105 657,854 800,000 - SCHEME INTERESTS AND OUTSTANDING SHARE AWARDS Director Description Options Granted during the Year Outstanding interest at 31 May 2018 Outstanding interest at 31 May 2017 Andrew Melbourne LTIP Option 108,511 325,531 217,020 The above Share Option scheme has a performance period which commenced on 1 June 2017. PAGE 28 K3 CAPITAL GROUP PLC The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the requirements of the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. The directors are responsible for ensuring the annual report and the financial statements are made available on a website. Financial statements are published on the Company’s website in accordance with legislation in the United Kingdom governing the preparation and dissemination of financial statements, which may vary from legislation in other jurisdictions. The maintenance and integrity of the Company’s website is the responsibility of the directors. The directors’ responsibility also extends to the ongoing integrity of the financial statements contained therein. By order of the Board A R MELBOURNE FCMA Company Secretary 10 September 2018 AUDITORS In accordance with Section 489 of the Companies Act 2006 a resolution will be proposed at the Annual General Meeting that BDO LLP be re- appointed auditors. Each of the persons who is a director at the date of approval of this report confirms that: • so far as they are aware, there is no relevant audit information of • which the group and the Company’s auditor is unaware; and they have taken all steps that they ought to have taken as a director to make themselves aware of any relevant audit information and to establish that the group and the Company’s auditor is aware of that information. DIRECTORS’ RESPONSIBILITIES STATEMENT The directors are responsible for preparing the strategic report and the directors’ report and the financial statements in accordance with applicable law and regulations. Company law requires the directors to prepare financial statements for each financial year. in accordance with Under that law the directors have elected to prepare the financial statements International Financial Reporting Standards (IFRSs) as adopted by the European Union. 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 and profit or loss of the Company and Group for that period. The directors are also required to prepare financial statements in accordance with the rules of the London Stock Exchange for companies trading securities on the Alternative Investment Market. In preparing these financial statements, the directors are required to: • select suitable accounting policies and then apply them consistently; • make judgements and accounting estimates that are reasonable and prudent; • state whether they have been prepared in accordance with IFRSs as adopted by the European Union; • prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business. OTHER REPORTS | DIRECTORS’ REPORT PAGE 29 OUR ADVISORS Registered Office: KBS House 5 Springfield Court Summerfield Road Bolton BL3 2NT Registered Number: 06102618 OUR ADVIS0RS Auditors: BDO LLP 3 Hardman Street Spinningfields Manchester M3 3AT Accountants: Beever & Struthers St. George’s House 215 - 219 Chester Road Manchester M15 4JE Solicitors: TLT LLP 3 Hardman Square Manchester M3 3EB Nominated Advisor and Broker: finnCap Ltd 60 New Broad Street London EC2M 1JJ Registrars: Computershare Investor Services PLC The Pavillions Bridgwater Road Bristol BS99 6ZZ PAGE 30 K3 CAPITAL GROUP PLC INDEPENDENT AUDITOR’S REPORT OPINION We have audited the financial statements of K3 Capital Group PLC (the ‘Parent Company’) and its subsidiaries (the ‘Group’) for the year ended 31 May 2018 which comprise the consolidated statement of comprehensive income, the consolidated and company statement of financial position, the consolidated and company statement of changes in equity, the consolidated and company statement of cash flows and notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in the preparation of the financial statements 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. 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 May 2018 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. CONCLUSIONS RELATING TO GOING CONCERN We have nothing to report in respect of the following matters in relation to which the ISAs (UK) require us to report to you where: • • the directors’ use of the going concern basis of accounting in the preparation of the financial statements is not appropriate; or the directors have not disclosed in the financial statements any identified material uncertainties that may cast significant doubt about the Group’s or the Parent Company’s ability to continue to adopt the going concern basis of accounting for a period of at least twelve months from the date when the financial statements are authorised for issue. KEY AUDIT MATTERS Key audit matters are those matters that, in our professional judgment, 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. This matter was 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 this matter. Risk of fraud/misstatement in revenue How we addressed the Key Audit Matter in the Audit 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. Refer to the Accounting Policies (from page 42), Note 4 (page 50) and Note 5 (page 51) Total Group revenue is £16.5m (2017 - £10.8m). The Group’s significant revenue streams are: • a non-contingent fee (“retainer fee”) £7.0m (2017: £5.1m) typically paid by clients upon commencement of a contract with the Group, which is deferred and recognised as revenue over the period in which the initially specified services are provided In respect of both revenue streams, we reviewed a sample of customer contracts and agreements to determine the service being delivered by the Group. In addition, we ensured that the accounting policy for the two separate elements of revenue has been appropriately applied, by undertaking the following audit procedures in relation to revenue: OTHER REPORTS | INDEPENDENT AUDITOR’S REPORT PAGE 31 • a contingent fee (“transaction fee”) £9.5m (2017: £5.7m) payable upon the completion of a transaction • The directors are required to estimate the period over which services linked to the retainer fee are to be provided and accordingly recognise revenue based on that estimate. This leads to the deferral of revenue at period ends, which the directors assess for reasonableness based on the stage of completion of services at that point in time. Revenue on the transaction fee element of the contract is only recognised when the outcome of the transaction can be reliably estimated by management, which is on completion of the transaction. In accordance with the auditing standards and in view of the judgements and estimates involved above, as well as management being in a position to be able to override controls, we have presumed a risk of fraud within this area. interrogated the system to identify any manual journals made to revenue to ascertain if any were outside the normal course of business, as well as reviewing the nominal ledger revenue accounts for unusual activity and corroborated evidence to ensure appropriate; • performed detailed testing, on a sample basis, of transaction fee revenue across the year to provide evidence for the completeness, existence and accuracy of recorded transactions; • performed detailed cut off procedures to test transaction fee income around the year end and verified a sample of transaction fees to originating documentation to provide evidence that transactions were recorded in the correct period; reviewed the design and implementation of controls over the daily/weekly bank reconciliation, which ensures completeness of cash receipts received for the inception of the Group’s retainer services. We tested the operating effectiveness of controls that were identified; • • performed detailed testing over a sample of retainer arrangements, through verification to agreement and recalculation of the amounts recognised as revenue in the year and deferred at year end are appropriate, with reference to evidencing key service delivery milestones and ensuring management’s revenue recognition policy estimates are accurate; • performed detailed cut-off testing to ensure that retainer fee arrangements are recorded in the correct period; and reviewed the year end deferred income balance for completeness and accuracy. • OUR APPLICATION OF MATERIALITY We define materiality as the magnitude of misstatement in the financial statements that makes it probable that the economic decisions of a reasonably knowledgeable person would be changed or influenced. We use materiality both in planning the scope of our audit work and in evaluating the results of our work. Based on our professional judgement, we determined materiality for the financial statements as a whole as follows: Group materiality Basis for materiality Rationale for the benchmark adopted £230,000 (2017: £175,000) 3 year average basis utilising 5% of profit before tax, after adjusting for AIM listing fees incurred in 2017, which were classified as exceptional items. Pre-tax profit after adjusting for non- recurring items is determined to be a stable basis of assessing business performance and is considered to be a significant determinant of performance used by shareholders. A 3 year average approach has been utilised given the significant growth in profit before tax in this three year period and to ensure relative consistency in the level of materiality applied to audit work each year In considering individual account balances and classes of transactions we apply a lower level of materiality (performance materiality) in order to reduce to an appropriately low level the probability that the aggregate of uncorrected and undetected misstatements exceeds materiality. Performance materiality was set at £172,500 (2017: £120,000), representing 75% (2017: 70%) of materiality. The performance materiality threshold was selected based on the expected low level of misstatements and the relatively low number of accounts that are subject to management estimation. Component materiality ranged from £172,500 to £92,000 (2017: £125,000 to £75,000) with a similar restriction of 75% for performance materiality (2017: 70%). Parent Company materiality was £165,000 (2017: £100,000). We agreed with the audit committee that we would report to the committee all individual audit differences identified during the course of our audit in excess of £11,500 (2017: £8,750). We also agreed to report differences below these thresholds that, in our view, warranted reporting on qualitative grounds. PAGE 32 K3 CAPITAL GROUP PLC INDEPENDENT AUDITOR’S REPORT AN OVERVIEW OF THE SCOPE OF OUR AUDIT Our Group audit was scoped by obtaining an understanding of the Group and its environment, including Group-wide controls, and assessing the risks of material misstatement at the Group and component level. 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. The Group manages its operations from one location in the UK, and has common financial systems, processes and controls covering all significant components. The audit of all significant components was performed by the same audit team. In assessing the risk of material misstatement to the Group financial statements, and to ensure we had adequate quantitative coverage of significant accounts in the financial statements, our Group audit scope focused on the Group’s significant components: KBS Corporate Sales Limited and KBS Corporate Finance Limited, which were subject to a full scope audit. Together with the Parent Company and its Group consolidation, which was also subject to a full scope audit, these components represent the principal business units of the Group and account for 90.4% of the Group’s revenue, 92.8% of the Group’s profit before tax and 92.2% of the Group’s net assets. The remaining trading component of the Group was considered to be non-significant (Knightsbridge Business Sales Limited accounts for 9.6% Group turnover, 7.2% Group profit before tax and 8% Group Net Assets) and this component was principally subject to limited scope procedures, together with additional substantive testing over certain audit risk areas. The Group’s newly formed subsidiary KBS Capital Markets Limited has not traded in the year and was subject to limited scope procedures only. 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 OPINIONS ON OTHER MATTERS PRESCRIBED BY THE COMPANIES ACT 2006 In our opinion, based on the work undertaken in the course of the audit: • • the information given in the strategic report and the directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements; and the strategic report and the directors’ report have been prepared in accordance with applicable legal requirements. MATTERS OF WHICH WE ARE REQUIRED TO REPORT BY EXCEPTION In the light of the knowledge and understanding of the Group and the Parent Company 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 in relation to which the Companies Act 2006 requires us to report to you if, in our opinion: • adequate accounting records have not been kept by the Parent Company, or returns adequate for our audit have not been received from branches not visited by us; or the Parent Company financial statements are not in agreement with the accounting records and returns; or • • certain disclosures of directors’ remuneration specified by law are not made; or • we have not received all the information and explanations we require for our audit. OTHER REPORTS | INDEPENDENT AUDITOR’S REPORT PAGE 33 RESPONSIBILITIES OF DIRECTORS USE OF OUR REPORT This report is made solely to the Parent Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Parent Company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Parent Company and the Parent Company’s members as a body, for our audit work, for this report, or for the opinions we have formed. Julien Rye (Senior Statutory Auditor) For and on behalf of BDO LLP, Statutory Auditor Manchester, United Kingdom 10th September 2018 BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127). As explained more fully in the directors’ responsibilities statement , 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. AUDITOR’S RESPONSIBILITIES FOR THE AUDIT OF THE FINANCIAL STATEMENTS Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report. PAGE 34 K3 CAPITAL GROUP PLC FINANCIAL STATEMENTS CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 MAY 2018 Year Ended 31 May 2018 Revenue Distribution Costs Administration expenses EBITDA (before exceptional costs) Depreciation of tangible assets Amortisation of intangible assets AIM listing fees Operating Profit Finance income Finance costs Profit before taxation Taxation Profit and total other comprehensive income for the financial year Attributable to the owners of the Company Earnings per share: Basic EPS Diluted EPS All the activities of the Group are from continuing operations Note 5 7 12 13 14 2018 £’000 16,485 (979) (8,195) 7,386 (69) (6) - 7,311 9 (5) 7,315 (1,362) 5,953 5,953 £0.14 £0.14 2017 £’000 10,816 (913) (6,200) 4,463 (47) (9) (704) 3,703 2 (100) 3,605 (823) 2,782 2,782 £0.27 £0.27 FINANCIAL | FINANCIAL STATEMENTS PAGE 35 CONSOLIDATED STATEMENT OF FINANCIAL POSITION FOR THE YEAR ENDED 31 MAY 2018 31 May 2018 ASSETS Non-current assets Intangible assets Property, plant and equipment Total non-current assets Current assets Trade and other receivables Other assets Cash and cash equivalents Total current assets TOTAL ASSETS Current liabilities Trade and other payables Borrowings Current tax liabilities Deferred revenue Total current liabilities Non-current liabilities Borrowings Deferred tax liabilities Total non-current liabilities TOTAL LIABILITIES NET ASSETS EQUITY Equity attributable to owners of the Company: Issued capital and share premium Capital redemption reserve Retained Earnings TOTAL EQUITY Note 15 16 18 20 21 22 23 24 22 25 26 28 2018 £000 3,992 102 4,094 199 337 7,522 8,058 12,152 1,589 - 849 1,416 3,854 - 23 23 3,877 8,275 2,413 32 5,830 8,275 2017 £000 3,978 146 4,124 105 286 3,801 4,192 8,316 1,053 220 313 1,137 2,723 211 32 243 2,966 5,350 2,413 - 2,937 5,350 These financial statements were approved by the board of directors and authorised for issue on 5 September 2018 and are signed on behalf of the board by: ANDREW MELBOURNE FCMA Company Secretary 10 September 2018 PAGE 36 K3 CAPITAL GROUP PLC COMPANY STATEMENT OF FINANCIAL POSITION FOR THE YEAR ENDED 31 MAY 2018 K3 Capital Group plc (06102618) - 31 May 2018 2017 Note £000 £000 ASSETS Non-current assets Intangible assets Investments Total non-current assets Current assets Trade and other receivables Other financial assets Other assets Cash at bank and in hand Total current assets TOTAL ASSETS Current liabilities Trade and other payables Borrowings Total current liabilities Non-current liabilities Borrowings Total non-current liabilities TOTAL LIABILITIES NET ASSETS EQUITY Equity attributable to owners of the Company: Issued capital and share premium Share-based payments reserve Retained Earnings TOTAL EQUITY 15 17 18 19 20 21 22 22 26 28 1,100 5,667 6,767 24 2,231 68 109 2,432 9,199 2,423 - 2,423 - - 2,423 6,776 2,413 32 4,331 6,776 1,100 5,597 6,697 18 - 19 25 62 6,759 482 220 702 211 211 913 5,846 2,413 - 3,433 5,846 An income statement is not provided for the parent company as permitted by s408 of the Companies Act 2006. The profit for the financial year of the parent company was £3,958,000 (2017: £2,126,000) These financial statements were approved by the board of directors and authorised for issue on 5 September 2018, and are signed on behalf of the board by: ANDREW MELBOURNE FCMA Company Secretary 10 September 2018 Registered number 06102618 FINANCIAL | FINANCIAL STATEMENTS PAGE 37 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 MAY 2018 Year Ended 31 May 2018 Share capital Share premium Capital redemption reserve Share based payments reserve Retained earnings Balance at 1 June 2016 Profit and total comprehensive income for the year Transactions with owners Issue of ordinary share capital Bonus issue of ordinary shares Redemption of preference shares Cancellation of subscribed capital AIM listing fees Dividends Balance at 31 May 2017 Profit and total comprehensive income for the year Transactions with owners Share based payments Dividends As at 31 May 2018 £000 £000 - - 22 400 - - - - 422 - - - 10 - 2,078 - - (10) (87) - 1,991 - - - 422 1,991 £000 1,500 - - - 1,500 (3,000) - - - - - - - £000 - - - - - - - - - - 32 - 32 Total £000 1,732 2,782 2,100 - - - (87) (1,177) 5,350 5,953 £000 222 2,782 - (400) (1,500) 3,010 - (1,177) 2,937 5,953 - 32 (3,060) (3,060) 5,830 8,275 PAGE 38 K3 CAPITAL GROUP PLC COMPANY STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 MAY 2018 Year Ended 31 May 2018 Share capital Share premium Capital redemption reserve Share-based payments reserve Retained earnings Balance at 1 June 2016 Profit and total comprehensive income for the year Transactions with owners: Issue of ordinary share capital Bonus issue of ordinary shares Redemption of preference shares Cancellation of subscribed capital AIM listing fees Dividends Balance At 31 May 2017 Profit and total comprehensive income for the year Transactions with owners: Share-based payments Dividends At 31 May 2018 £000 £000 - - 22 400 - - - - 422 - - - 10 - 2,078 - - (10) (87) - 1,991 - - - 422 1,991 £000 1,500 - - - 1,500 (3,000) - - - - - - - - - - - - - - - - - 32 - 32 Total £000 2,884 2,126 2,100 - - - (87) (1,177) 5,846 3,958 £000 1,374 2,126 - (400) (1,500) 3,010 - (1,177) 3,433 3,958 - 32 (3,060) (3,060) 4,331 6,776 FINANCIAL | FINANCIAL STATEMENTS PAGE 39 CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 MAY 2018 Year Ended 31 May 2018 Cash flows from operating activities Profit for the financial year Adjustments for: Depreciation and amortisation Finance income Finance costs Income tax expense Expense recognised in respect of equity-settled share-based payments Movement in working capital: Increase in trade and other receivables (Increase) / decrease in other assets Increase in trade and other payables Increase in deferred revenue Cash generated from operations Finance costs paid Finance income received Income taxes paid Net cash from operating activities Investing activities Purchase of property, plant and equipment Proceeds from sale of property, plant and equipment Purchase of intangible assets Purchase of intangible assets arising from business combinations Amounts advanced to related parties Settlement of amounts due from related parties Net Cash used in investing activities Financing activities Proceeds from issue of shares Payments of share issue costs Redemption of preference shares Repayment of bank borrowings Dividends paid to owners of the Company Dividends paid on preference shares classed as liabilities Net cash used in financing activities Net increase in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and equivalents at end of year Note 7 12 13 18 20 21 24 16 15 15 19 19 26 23 22 30 30 2018 £000 5,953 75 (9) 5 1,362 32 7,418 (94) (51) 536 279 8,088 (5) 9 (835) 7,257 (25) - (20) - - - (45) - - - (431) (3,060) - (3,491) 3,721 3,801 7,522 2017 £000 2,782 56 (2) 100 823 - 3,759 (57) 154 266 312 4,434 (25) 2 (977) 3,434 (164) 3 (34) (1,100) (600) 1,694 (201) 2,100 (87) (1,500) (224) (1,177) (75) (963) 2,270 1,531 3,801 PAGE 40 K3 CAPITAL GROUP PLC COMPANY STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 MAY 2018 Year Ended 31 May 2018 Cash flows from operating activities Profit for the financial year Adjustments for: Income from shares in Group undertakings Finance costs Investment income Expense recognised in respect of equity-settled share based payments Movement in working capital: Increase in trade and other receivables Increase in other assets Increase in trade and other payables Cash (used in) / generated from operations FInance costs paid Net cash (used in) / generated from operating activities Investing activities Interest received Dividends received from Group undertakings Purchase of intangible assets arising from business combinations Amounts advanced to related parties Settlement of amounts due from related parties Amounts advanced to Group undertakings Net cash outflow on acquisition of subsidiaries Net Cash generated from/(used in) investing activities Financing activities Interest received Payments of share issue costs Redemption of preference shares Repayment of bank borrowings Amounts loaned from Group undertakings Dividends paid to owners of the Company Dividends paid on preference shares classed as liabilities Net cash used in financing activities Net increase in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and equivalents at end of year Note 2018 £000 3,958 2017 £000 2,126 (5,500) (3,050) 18 20 21 15 19 19 27 23 22 30 30 4 (5) 32 (1,511) (6) (49) 269 (1,297) (4) (1,301) 5 5,500 - - - (1,385) (70) 4,050 - - - (431) 826 (3,060) - (2,665) 84 25 109 94 - - (830) (18) (19) 2,063 1,196 (19) 1,177 - - (1,100) (600) 1,500 - - (200) 2,100 (87) (1,500) (224) - (1,177) (75) (963) 14 11 25 FINANCIAL | FINANCIAL STATEMENTS PAGE 41 NOTES TO THE FINANCIAL STATEMENTS PAGE 42 K3 CAPITAL GROUP PLC NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2018 1. General Information K3 Capital Group PLC (formerly K3 Capital Group Limited) is incorporated in England and Wales under the Companies Act, listed in the Alternative Investment Market, with the registered number 06102618. The address of the registered office is KBS House, 5 Springfield Court, Summerfield Road, Bolton, BL3 2NT. The principal activity K3 Capital Group PLC to act as Business Sales Specialists. 2. Presentation of financial statements The financial statements have been prepared in accordance with International Financial Reporting Standards, International Accounting Standards and Interpretations (collectively ‘’IFRSs’’) issued by the International Accounting Standards Board (‘’IASB’’) as adopted by the European Union (‘’adopted IFRSs’’). The financial statements have been presented in Pounds Sterling (£, GBP) as this is the currency of the primary economic environment that the Company operates in. 3. Accounting Policies The principal accounting policies applied in the preparation of the financial statements are set out below. These policies have been consistently applied to all periods presented, and in preparing an opening IFRS consolidated statement of financial position and company statement of financial position at 1 June 2015 for the purposes of transition to adopted IFRSs. Basis of Accounting The principal accounting policies applied in the preparation of the financial statements are set out below. These policies have been consistently applied to all periods presented, and in preparing an opening IFRS consolidated statement of financial position and company statement of financial position at 1 June 2015 for the purposes of transition to adopted IFRSs. Basis of consolidation The Group financial statements consolidate, those of the Company and its subsidiaries (together referred to as the “Group”). Subsidiary undertakings acquired are included using the acquisition method of accounting. Under this method the consolidated statement of comprehensive income, consolidated statement of financial position and consolidated statement of cash flows included the results and cash flows of subsidiaries from the date of acquisition and to the date of sale outside the Group in the case of disposals of subsidiaries. FINANCIAL | FINANCIAL STATEMENTS PAGE 43 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2018 (CONTINUED) Where the company has control over an investee, it is classified as a subsidiary. The Company controls an investee if all three of the following elements are present: power over the investee, exposure to variable returns from the investee, and the ability of the investor to use its power to affect those variable returns. Control is reassessed whenever facts and circumstances indicate that there may be a change in any of these elements of control. New standards, amendments to and interpretations to published standards not yet effective There were no new standards, interpretations or amendments effective that had a significant effect on the Group’s financial statements. As at 31 May 2018, the following Standards and Interpretations which have not been applied in this financial information were in issue but not yet effective (and in some cases had not yet been adopted by the EU): IFRS 9, Financial instruments IFRS 15, Revenue from contracts with customers IFRS 16, Leases Clarifications to IFRS 15 revenue from Contracts with Customers Classification and Measurement of Share-based Payment Transactions (Amendments to IFRS 2) Annual Improvements to IFRSs (2014-2016 Cycle) The Directors are currently considering the potential impact of adoption of these standards and interpretations in future periods on the consolidated financial statements of the Group. In respect of the above, the Directors have undertaken a review of the requirements of IFRS 15, which will become effective for the 31 May 2019 year end. In particular an appropriate assessment has been carried out and is ongoing around specific elements within the standard guidance relating to recognition of revenue at a point in time versus over time, client payments received in advance of services being performed, and contingent pricing. The current revenue recognition policy in respect of non-contingent fees reflects the delivery of services over time, which the Directors believe meets the requirements of IFRS 15 when adopted. In particular, the services provided by the Company in return for payment of the non-contingent fee are not sold separately, and the customer only benefits from the performance of the services as a whole given how interconnected the services are. In the opinion of the Directors the services are considered to be a single performance obligation. In respect of transaction fees, on the basis the obligation is not fulfilled, and the Group has no enforceable right to payment until the date of completion of the transaction, the Directors consider the current policy will similarly not change on transition to IFRS 15, however the Directors are still considering options for transition. Similarly, the Directors have reviewed the impact of IFRS 16 which will become effective for the 31 May 2020 year end. Were IFRS 16 effective for the current year end, a lease asset and liability of £0.8m would be recognised on the balance sheet at 31 May 2018 in respect of operating leases committed to. Annual lease costs would no longer be incurred, replaced by interest costs on the lease liability and depreciation costs on the lease asset. PAGE 44 K3 CAPITAL GROUP PLC NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2018 (CONTINUED) Given that the trade payables (all settled within credit terms) and trade receivables (only recognised with certainty of outcome and settled by return) and cash (all deposited within UK clearing banks) are the only material financial instruments, the Directors do not believe there will be a material impact from IFRS 9 which will become effective for the 31 May 2019 year end. Going Concern The financial statements have been prepared on the basis that the Group will continue as a going concern. After making enquiries, the Directors consider that the Group has adequate resources and committed borrowing facilities to continue in operational existence for the foreseeable future. Consequently, they have adopted the going concern basis in preparing the financial statements. Revenue Recognition Revenue comprises revenue recognised by the Group in respect of services supplied during the year, exclusive of Value Added Tax. Revenue from a contingent fee is measured by reference to the stage of completion of the service transaction at the end of the reporting period provided that the outcome can be reliably estimated. When the outcome cannot be reliably estimated, revenue is recognised only to the extent that expenses recognised are recoverable. Further detail on revenue recognition policies is provided in the critical accounting estimates section in note 4. Employee Benefits i. ii. Short-term benefits Wages, salaries, paid annual leave and sick leave, bonuses and non-monetary benefits are accrued in the period in which the associated services are rendered by employees of the Group. Defined Contribution plans The Group operates a defined contribution pension scheme for employees. The assets of the scheme are held separately from those of the Group. The annual contributions are charged to the Statement of Comprehensive Income. The Group also contributes to the personal pension plans of the Directors at the Group’s discretion. Operating Profit Operating profit is stated after all expenses, including those considered to be exceptional, but before finance income or expenses. Distribution costs relate to marketing expenses. All other operational costs are classified as administrative expenses. FINANCIAL | FINANCIAL STATEMENTS PAGE 45 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 MAY 2018 EBITDA EBITDA is utilised as a key performance indication for the Group and is calculated utilising profit before tax, adjusted for finance income and costs, amortisation and depreciation on non-current assets. It is also adjusted for AIM listing fees incurred in the year ended 31 May 2018. Operating Lease Agreements Rentals applicable to operating leases where substantially all of the benefits and risks of ownership remain with the lessor are charged against profits on a straight line basis over the full period of the lease. Any lease incentives are spread on a straight line basis over the full period of the lease. Business Combinations and Goodwill Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured as the aggregate of the consideration transferred, measured at acquisition date fair value and the amount of any non-controlling interest in the acquiree. Acquisition related costs are expensed as incurred and included in administrative expenses. When the Group acquires a business, it assesses the assets and liabilities assumed for appropriate classification and designation in accordance with the contractual terms, economic circumstances and pertinent conditions as at the acquisition date. Goodwill is measured as the excess of the aggregate of the consideration transferred and the amount recognised for the non-controlling interest over the fair value of the identifiable net assets acquired and liabilities assumed. After initial recognition, goodwill is not amortised and is measured at cost less any accumulated impairment losses. For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to a cash generating unit that is expected to benefit from the combination. For each period covered in these financial statements the Group has one cash generating unit, related to Business Sales. Other Intangible Assets The group classifies website costs as an intangible asset. Such intangible assets are initially recorded at cost, and are subsequently stated at cost less any accumulated amortisation and impairment losses. Amortisation is calculated so as to write off the cost of an asset, less its estimated residual value, over the useful economic life of that asset as follows: Website and software costs - 33% straight line PAGE 46 K3 CAPITAL GROUP PLC NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2018 (CONTINUED) If there is an indication that there has been a significant change in amortisation rate, useful life or residual value of an intangible asset, the amortisation is revised prospectively to reflect the new estimates. Property, Plant and Equipment Property, plant and equipment is initially recorded at cost, and subsequently stated at cost less any accumulated depreciation and impairment losses. Depreciation is calculated so as to write off the cost or valuation of an asset, less its residual value, over the useful economic life of that asset as follows: Long leasehold property Fixtures and fittings Equipment - - - Over the lease term 33% straight line 33% straight line Investments Fixed asset investments are initially recorded at cost, and subsequently stated at cost less any accumulated impairment losses. Financial Instruments A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity Financial assets Initial recognition and measurement The Group’s financial assets include cash and cash equivalents, trade and other receivables that arise from the business operations, as well as non-derivative other financial assets. Cash and cash equivalents comprise deposits with banks and bank and cash balances, subject to insignificant risk of changes in value. All other financial assets are recognised initially at fair value and subsequently at amortised cost using the effective interest method, less provision for impairment. Interest is recognised by applying the effective interest method, except for short term receivables when the recognition of interest would be immaterial. Financial liabilities and equity instruments Classification as debt or equity Financial liabilities and equity instruments issued by the Company are classified according to the substance of the contractual arrangements entered into and the definitions of a financial liability and an equity instrument. FINANCIAL | FINANCIAL STATEMENTS PAGE 47 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2018 (CONTINUED) Equity instruments An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities. Equity instruments are recorded at the proceeds received, net of direct issue costs. Financial liabilities and equity components Debt and equity instruments are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangement and in conjunction with the application of IFRS. Financial instruments issued by the Group are treated as equity only to the extent that they meet the following two conditions: a) b) they include no contractual obligations upon the Company (or Group as the case may be) to deliver cash or other financial assets or to exchange financial assets or financial liabilities with another party under conditions that are potentially unfavourable to the Company (or Group); and where the instruments will or may be settled in the Company’s own equity instruments, it is either a non-derivative that includes no obligation to deliver a variable number of the Company’s own equity instruments or is a derivative that will be settled by the Company’s exchanging a fixed amount of cash or other financial assets for a fixed number of its own equity instruments. To the extent that this definition is not met, the proceeds of issue are classified as a financial liability. Where the instrument so classified takes the legal form of the Company’s own shares, the amounts presented in these financial statements for called up share capital and share premium account exclude amounts in relation to these shares. Preference shares that carry a mandatory dividend that represents a market rate of interest at the issue date are presented in other financial liabilities. The dividends on these preference shares are recognised in the income statement as interest expense on an amortised cost basis using the effective interest method. Derecognition of financial liabilities The Group derecognises financial liabilities when, and only when, the Group’s obligations are discharged, cancelled or they expire. Offsetting of financial instruments Financial assets and financial liabilities are offset and the net amount reported in the statement of financial position if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, or to realise the assets and settle the liabilities simultaneously. Impairment of assets Financial assets A financial asset is assessed at each reporting date to determine whether there is any objective evidence that it is impaired. A financial asset is considered to be impaired if objective evidence indicates that one or more events have had a negative effect on the estimated future cash flows of that asset. PAGE 48 K3 CAPITAL GROUP PLC NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2018 (CONTINUED) An impairment loss in respect of a financial asset measured at amortised cost is calculated as the difference between its carrying amount, and present value of the estimated future cash flows discounted at the original effective interest rate. An impairment loss is recognised in profit or loss. Non-financial assets The carrying amounts of the Group’s non-financial assets, other than deferred tax assets, are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated. For assets that have indefinite lives, the recoverable amount is estimated at each reporting date. The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value less costs to sell. 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 risk specific to the asset. For the purpose of impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups of assets. The goodwill acquired in a business combination, for the purpose of impairment testing, is allocated to cash-generating units that are expected to benefit from the synergies of the combination. An impairment loss is recognised if the carrying amount of an asset or its cash generating unit exceeds its estimated recoverable amount. Impairment losses are recognised in the profit or loss. Impairment losses recognised in respect of cash generating units are allocated first to reduce the carrying amount of any goodwill allocated to the units and then to reduce the carrying amount of the other assets in the unit (or group of units) on a pro rata basis. Income Tax Income tax expense represents the sum of the tax currently payable and deferred 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 not taxable or tax deductible. The Group’s liability for current tax is calculated using tax rates (and tax laws) that have been enacted or substantively enacted by the end of the financial period. Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date where transactions or events have occurred at that date that will result in an obligation to pay more, or a right to pay less or to receive more tax. Deferred tax assets are recognised only to the extent that the directors consider that it is more likely than not that there will be suitable taxable profits from which the future reversal of the underlying timing differences can be deducted. FINANCIAL | FINANCIAL STATEMENTS PAGE 49 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2018 (CONTINUED) Deferred tax is measured on an undiscounted basis at the tax rates that are expected to apply in the periods in which timing differences reverse, based on tax rates and laws enacted or substantively enacted at the balance sheet date Share Capital Ordinary shares are recorded at nominal value and proceeds received in excess of nominal value of shares issued, if any, are accounted for as share premium. Both ordinary shares and share premium are classified as equity. Costs incurred directly to the issue of shares are accounted for as a deduction from share premium, otherwise they are charged to the Statement of Comprehensive Income. Dividends Dividends are recognised when they become legally payable. In the case of interim dividends to equity shareholders, this is when declared by the directors. In the case of final dividends, this is when approved by the shareholders at the AGM. Events After the Balance Sheet Date Post period-end events that provide additional information about the Group’s position at the balance sheet date are reflected in the financial statements. Post period-end events that are not adjusting events are disclosed in the notes when material. Related Parties Parties are considered to be related if one party has the ability (directly or indirectly) to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered related if they are subject to common control or common significant influence. Related parties may be individuals or corporate entities. Contingent Liabilities and Contingent Assets A contingent liability is a possible obligation that arises from past events and whose existence will only be confirmed by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company. It can also be a present obligation arising from past events that is not recognised because it is not probable that outflow of economic resources will be required or the amount of obligation cannot be measured reliably. A contingent liability is not recognised but is disclosed in the notes to the accounts. When a change in the probability of an outflow occurs so that the outflow is probable, it will then be recognised as a provision. A contingent asset is a possible asset that arises from past events and whose existence will be confirmed only by the occurrence or non- occurrence of one or more uncertain events not wholly within the control of the Company. Contingent assets are not recognised but are disclosed in the notes to the accounts when an inflow of economic benefits is probable. When inflow is virtually certain, an asset is recognised. PAGE 50 K3 CAPITAL GROUP PLC NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2018 (CONTINUED) Exceptional Items Exceptional items are disclosed separately in the financial statements in order to provide further understanding of the financial performance of the entity. They are material items of income or expense that have been shown separately because of their nature or amount. Share-based payment When share options are awarded to employees, the fair value of the options at the date of grant is charged to the statement of comprehensive income over the vesting period. Where share options vesting is contingent on a future event a charge is recognised only if the future event is considered probable. Fair value is measured by the use of an appropriate valuation model, which takes into account conditions attached to the vesting and exercise of the equity instruments. The expected life used in the model is adjusted, based on management’s best estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations. The volatility in the model is calculated by reference to an implied volatility of a group of listed entities that have similar characteristics and are in the same industry sector. 4. Critical Accounting Estimates and Sources of Estimation Uncertainty In applying the accounting policies, the directors may at times require to make critical accounting judgements, estimates and assumptions about the carrying amount of assets and liabilities. These estimates and assumptions, when made, are based on historical experience and other factors that the directors considers are relevant. The key estimates and assumptions concerning the future and other key sources of estimation uncertainty at the end of the financial year, that have significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are reviewed are as stated below. Revenue recognition Revenue is recognised by the Group in respect of services supplied to clients of the Group in presenting the clients’ sales opportunity to market, sourcing potential acquirers and project managing transactions to completion. In relation to the services provided, a non-contingent fee (“retainer fee”) is typically paid by clients upon commencement of a contract with the Group, which is deferred and recognised as revenue over the period in which the initially specified services are provided. The directors are required to estimate the period over which these services are to be provided and accordingly recognise revenue based on that estimate. This leads to the deferral of revenue at period ends, which the directors assess for reasonableness based on the stage of completion of services at that point in time. A contingent fee (“transaction fee”) is payable upon the completion of a transaction. This fee is typically a percentage of the transaction value and therefore varies by client. Revenue on the transaction fee element of the contract is only recognised when the outcome of the transaction can be reliably measured by management, which is on completion of the transaction. Linked to the non-contingent fee at the commencement of a contract is a commission fee payable to employees for sourcing the contract. The commission costs are incremental and recognised over the same period as the revenue. Commission costs deferred are accounted for within prepaid contract costs. FINANCIAL | FINANCIAL STATEMENTS PAGE 51 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2018 (CONTINUED) Assessing Goodwill for potential impairment Determining whether goodwill is impaired requires an estimation of the value in use of the cash-generating unit to which the assets have been allocated. The value in use calculation requires management to estimate the future cash flows expected to arise from the cash-generating unit and a suitable discount rate in order to calculate present value (see note 15). Share based payments Whilst not anticipated to result in a material adjustment to assets and liabilities within the next twelve months, the fair value of the share based payments includes a number of estimates. The Group calculates the fair market value of share options as being based on the market value of a Company’s share at the date of grant adjusted to reflect the fact that an employee is not entitled to receive dividends over the relevant holding period. The total amount to be expensed over the vesting period is determined with reference to the fair value of options granted, excluding the impact of any non-market vesting conditions. Non-market vesting conditions are included in the assumptions about the number of options expected to vest. At each reporting date the Group revises its estimate of the number of options expected to vest. 5. Revenue The Group’s revenue arises from the provision of services in fulfilling the principal activities. An analysis of revenue by subsidiary company is shown below: Revenue Year Ended 31 May 2018 KBS Corporate Sales Limited KBS Corporate Finance Limited Knightsbridge Business Sales Limited 2018 £000 8,319 6,589 1,577 16,485 A further breakdown of revenue by type is shown below: Revenue Year Ended 31 May 2018 Non-contingent fees Transaction fees 2018 £000 6,965 9,520 16,485 2017 £000 5,816 3,732 1,268 10,816 2017 £000 5,056 5,760 10,816 PAGE 52 K3 CAPITAL GROUP PLC NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2018 (CONTINUED) 6. Segment Information The Group has 3 operating segments based on the subsidiaries identified above, but one reporting segment due to the nature of services provided across the whole Group being the same, being business sales derived solely from the UK. Every client contract contains the right to assign that client to other Group companies. Clients can be transferred to another operating segment most likely to deliver a successful transaction. The Group’s revenues, costs, assets, liabilities and cash flows are therefore totally attributable to this reporting segment. Internal management reports are reviewed by the directors on a monthly basis, including revenue information by subsidiary. Such revenue information alone does not constitute sufficient information upon which to base resource allocation decisions. Performance of the reporting segment is assessed based on a number of financial and non-financial KPI’s as well as on EBITDA. The Group is not reliant on a major customer or group of customers. As the Group only has one reportable segment, all segmented information is provided by the consolidated income statement, the consolidated statement of financial position, the consolidated statement of changes in equity and the consolidated statement of cash flows. 7. Operating Profit Operating profit or loss is stated after charging: Year Ended 31 May 2018 Amortisation of intangibles - website costs Depreciation of owned assets Auditor remuneration Equity - settled share based payments expenses Operating lease charge 2018 £000 6 69 30 32 192 2017 £000 9 47 143 - 124 FINANCIAL | FINANCIAL STATEMENTS PAGE 53 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2018 (CONTINUED) 8. Auditors Remuneration The analysis of the Auditor’s remuneration is as follows: Employee Benefit Expense Year Ended 31 May 2018 BDO LLP 2018 £000 2017 £000 Fees payable to the Company’s Auditor and their associates for the audit of the Company’s annual accounts 30 30 Fees payable to the Company’s Auditor and their associates for other services to the Group – the audit of the Company’s accounts to 30 November 2016 for the purposes of the AIM listing – non-audit services: IPO reporting accountant services Total Auditors Remuneration - - 30 15 98 143 No non-audit services were provided on a contingent fee basis. In 2017, fees payable to the Auditor for other services are in respect of work required for the Group to complete its IPO. BDO were selected to undertake this work after consideration of the impact this may have on their independence, which it was concluded would not be impinged by undertaking the work. Fees of this type are ad hoc in nature and occur in respect of major events. Any such further occurrence will require Audit Committee approval. PAGE 54 K3 CAPITAL GROUP PLC NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2018 (CONTINUED) 9. Employee Benefit Expense The average number of persons employed by the Group during the year, including the directors, amounted to: Year Ended 31 May 2018 2018 2017 Management Sales Marketing / Administration No. 9 57 55 121 No. 8 41 46 95 The aggregate payroll costs incurred during the year by the Group, relating to the above, were: Year Ended 31 May 2018 2018 2017 Wages and salaries Share-based payments Social security costs Other pension costs £000 5,907 32 670 24 £000 3,321 - 291 14 6,633 3,626 The aggregate payroll costs incurred during the year by the Company relating to the above, were: Year Ended 31 May 2018 Wages and salaries Bonuses Share-based payments Social security costs Other pension costs 2018 £000 386 649 32 113 2 1,182 2017 £000 80 165 - 33 - 278 The average number of persons employed by the Company during the year, including Directors amounted to: Year Ended 31 May 2018 Management 2018 No. 6 2017 No. 1 FINANCIAL | FINANCIAL STATEMENTS PAGE 55 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2018 (CONTINUED) 10. Directors’ and Key Management Remuneration Group The directors aggregate remuneration in respect of qualifying services was: Year Ended 31 May 2018 Group Fees Wages and salaries Bonuses Share-based payments Social security costs Pension contributions 2018 £000 - 618 649 32 167 3 1,469 Remuneration of highest paid director in respect of qualifying services: Year Ended 31 May 2018 Group Wages and salaries Bonuses Social security costs Pension Contributions 2018 £000 160 360 71 1 592 2017 £000 73 247 216 - 60 1 597 2017 £000 124 121 33 - 278 Company The directors aggregate remuneration in respect of qualifying services was: Year Ended 31 May 2018 Wages and salaries Bonuses Share-based payments Social security costs Other pension costs 2018 £000 386 649 32 113 2 1,182 2017 £000 80 165 - 33 - 278 The directors are considered to be key management personnel. In FY18 there were 6 Directors in defined contribution pension schemes (FY17: 5) PAGE 56 K3 CAPITAL GROUP PLC NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2018 (CONTINUED) Remuneration of highest paid director in respect of qualifying services: Year Ended 31 May 2018 Wages and salaries Benefits in kind Bonuses Social security costs Pension contributions 11. Exceptional Items 2018 £000 160 360 71 1 592 2017 £000 31 - 80 15 - 126 Year Ended 31 May 2018 Group Company AIM listing fees 2018 £000 - 2017 £000 704 2018 £000 - 2017 £000 704 Exceptional items incurred in 2017 were in relation to costs of converting the Company from a Limited Company to a PLC and the subsequent admission of the Company to trading on AIM during the year. Total costs incurred were £791,000, with £87,000 charged to share premium as being directly related to newly issued shares listed. 12. Finance costs Year Ended 31 May 2018 Interest on bank loans Dividends paid on shares classed as liabilities 2018 £000 5 - 5 2017 £000 25 75 100 FINANCIAL | FINANCIAL STATEMENTS PAGE 57 FINANCIAL STATEMENTS NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2018 (CONTINUED) 13. Tax on Profit Major components of tax expense Year Ended 31 May 201 Current tax: UK current tax expense Adjustments in respect of prior periods Total current tax Deferred tax: Origination and reversal of timing differences (note 25) Impact of change in tax rate Tax on profit Reconciliation of tax expense 2018 £000 1,379 (8) 1,371 (8) (1) 1,362 2017 £000 795 - 795 28 - 823 The tax assessed on the profit on ordinary activities for the year is lower than (2017: higher than) the standard rate of corporation tax in the UK of 19% (2017: 19.83%) Reconciliation of tax expense Year Ended 31 May 2018 Profit on ordinary activities before taxation Profit on ordinary activities by rate of tax Adjustment in respect of prior periods Effect of expenses not deductible for tax purposes Effect of capital allowances and depreciation Utilisation of tax losses Effect of research and development relief Tax on profit Changes Affecting Future Tax Rates 2018 £000 7,315 1,390 (8) 11 (2) - (29) 1,362 2017 £000 3,605 715 - 123 1 2 (18) 823 In the Budget on 8 July 2015, the Chancellor announced additional planned reductions to 19 per cent, with effect from 1 April 2017, and to 18 per cent, with effect from 1 April 2020. This rate was subsequently revised downwards to 17 per cent, with effect from 1 April 2020 in the 2016 Budget. These changes were substantially enacted on 26 October 2015 and 6 September 2016 respectively. PAGE 58 K3 CAPITAL GROUP PLC NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2018 (CONTINUED) 14. Earnings per Share Basic earnings per share amounts are calculated by dividing the profit for the year attributable to equity holders of the Company by the weighted average number of ordinary shares outstanding during the period. Diluted earnings per share are calculated by dividing the profit attributable to ordinary equity holders of the Company by the weighted average number of ordinary shares outstanding during the year plus the weighted average number of ordinary shares that would have been issued on the conversion of all dilutive potential ordinary shares into ordinary shares at the start of the year, or, if later, the date of issue. The following reflects the income and share data used in the basic and diluted earnings per share computations: Net profit attributable to equity holders of the Company 2018 £000 5,953 2017 £000 2,782 Initial weighted average of ordinary shares Basic earnings per share 42,210,526 14.10p 10,305,651 26.99p The weighted average number of ordinary shares for the purposes of diluted earnings per share reconciles to the weighted average number of shares used in the calculation of basic earnings per share as follows:- 2018 £000 2017 £000 Weighted average number of ordinary shares used in the calculation of basic earnings per share 42,210,526 10,305,651 Dilutive effect of share options 595,501 - Dilutive weighted average number of ordinary shares 42,806,027 10,305,651 Diluted earnings per share 13.91p 26.99p FINANCIAL | FINANCIAL STATEMENTS PAGE 59 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2018 (CONTINUED) 15. Intangible Assets Group Year Ended 31 May 2018 Cost At 1 June 2016 Additions Acquisitions through business combinations Disposals At 31 May 2017 Additions At 31 May 2018 Amortisation At 1 June 2016 Charge for the year Amortisation on disposals At 31 May 2017 Charge for the year At 31 May 2018 Carrying amount At 31 May 2018 At 31 May 2017 Goodwill £000 4,712 - 1,100 - 5,812 - 5,812 1,885 - - 1,885 - 1,885 3,927 3,927 Website and software Costs £000 76 34 - (20) 90 20 110 50 9 (20) 39 6 45 65 51 Total £000 4,788 34 1,100 (20) 5,902 20 5,922 1,935 9 (20) 1,924 6 1,930 3,992 3,978 PAGE 60 K3 CAPITAL GROUP PLC NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2018 (CONTINUED) Intangible Assets Company Cost At 1 June 2016 Acquisitions through business combinations At 31 May 2017 and May 2018 Amortisation At 1 June 2016, 31 May 2017 and 31 May 2018 Carrying amount At 31 May 2018 At 31 May 2017 Goodwill £000 - 1,100 1,100 - 1,100 1,100 £2,827,000 of the Group’s net book value of goodwill relates to the cash generating unit that arose from the business combination that took place when the Group acquired KBS Corporate Sales Limited in the year ended 31 May 2008 and £1,100,000 relates to the business combination when the Company acquired the trade and assets of Triskell LLP in the year ended 31 May 2017 (see note 35). As explained in the accounting policies, the Group tests goodwill annually for impairment, or more frequently if there are indications that goodwill might be impaired. The recoverable amounts of the goodwill are determined by value-in-use calculations. The key assumptions for the value-in-use calculation are those regarding discount rates and growth rates as well as expected changes to costs and the forecast level of demand from clients wishing to engage in the group’s services. For the purposes of the impairment review, the goodwill acquired in the prior year has been subsumed by the cash generating unit (the Group as a whole) that is already reviewed by the directors in assessing future cash flows and monitoring the existing goodwill carrying value. The key assumptions for the value-in-use calculation are shown below: 31 May 2018 31 May 2017 Period on which management approved forecasts are based 5 years 5 years Growth rate applied beyond approved forecast period Pre-tax discount rate 2% 15% 2% 15% FINANCIAL | FINANCIAL STATEMENTS PAGE 61 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2018 (CONTINUED) Management has estimated the discount rate taking account of the way the market would assess specific risks inherent within the Group’s estimated future cash-flows. The growth rates used in the value in use calculation reflect the long term economic growth rates in the UK. No impairment was identified and furthermore, a reasonably possible change in the assumptions applied would not result in any impairment. 16. Tangible Assets Group Cost At 1 June 2016 Additions Disposals At 31 May 2017 Additions At 31 May 2018 Depreciation At 1 June 2016 Charge for the year Disposals At 31 May 2017 Charge for the year At 31 May 2018 Carrying amount At 31 May 2018 At 31 May 2017 The Company has no tangible assets Long Lease- hold property Fixtures and fittings Equipment £000 £000 £000 12 - - 12 22 34 - 3 - 3 8 11 23 9 76 98 (76) 98 - 98 75 21 (76) 20 33 53 45 78 220 66 (188) 98 3 101 202 23 (186) 39 28 67 34 59 Total £000 308 164 (264) 208 25 233 277 47 (262) 62 69 131 102 146 PAGE 62 K3 CAPITAL GROUP PLC NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2018 (CONTINUED) 17. Investments The Group has no investments. Company Cost At 1 Jun 2016, 31 May 2017 Additions At 31 May 2018 Impairment At 1 Jun 2016, 31 May 2017 and 31 May 2018 Carrying amount At 1 Jun 2017 At 1 Jun 2018 Shares in group undertakings £000 5,597 70 5,667 - 5,597 5,667 Subsidiaries, associates and other investments Details of the investments in which the parent Company has an interest in are as follows: Year Ended 31 May 2018 Class of Share Percentage of shares held Subsidiary undertakings KBS Corporate Sales Limited KBS Corporate Finance Limited Knightsbridge Business Sales Limited KBS Capital Markets Limited Ordinary shares Ordinary shares Ordinary shares Ordinary shares 100 100 100 100 FINANCIAL | FINANCIAL STATEMENTS PAGE 63 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2018 (CONTINUED) The Registered Office address of the subsidiaries is: KBS House 5 Springfield Court Summerfield Road Bolton England BL3 2NT During the year the Company established a new subsidiary, KBS Capital Markets Limited, by subscribing for 100% of the equity for £70,000. This is an FCA regulated entity established with a view to broadening the Group service offering by allowing the provision of advice on AIM listings and minority share sales. 18. Trade and Other Receivables Year Ended 31 May 2018 Group Company Trade receivables Allowance for doubtful debts Other receivables 2018 £000 199 - 199 - 199 2017 £000 105 - 105 - 105 2018 £000 - - - 24 24 The carrying amount of trade and other receivables approximates to their fair value. 19. Other Financial Assets Year Ended 31 May 2018 Amounts owed by Group undertakings Group Company 2018 £000 - - 2017 £000 - - 2018 £000 2,231 2,231 2017 £000 - - - 18 18 2017 £000 - - The amounts owed by group undertakings are stated at the undiscounted amount as the amounts were repayable on demand. No interest is charged on the balances. PAGE 64 K3 CAPITAL GROUP PLC NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2018 (CONTINUED) 20. Other Assets Year Ended 31 May 2018 Prepayments, prepaid contract costs and accrued income Group Company 2018 £000 337 2017 £000 286 2018 £000 68 2017 £000 19 There are no other assets which are past due but not impaired in either year. 21. Trade and Other Payables Year Ended 31 May 2018 Group Company Trade payables Amounts due to Group undertakings Accruals Other taxation and social security Other payables 2018 £000 291 - 365 926 7 2017 £000 173 - 267 608 5 1,589 1,053 2018 £000 111 1,986 71 255 - 2,423 2017 £000 21 314 25 122 - 482 The carrying amount of trade and other payables approximates to their fair value due to their short term nature. The amounts due to group undertakings are stated at the undiscounted amount as they are repayable on demand. No interest is paid/payable and the balances are not secured. 22. Borrowings Year Ended 31 May 2018 Bank loans Current Non-current Group Company 2018 £000 - - - - 2017 £000 431 220 211 431 2018 £000 - - - - 2017 £000 431 220 211 431 FINANCIAL | FINANCIAL STATEMENTS PAGE 65 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2018 (CONTINUED) The bank loans were repayable in monthly instalments and are secured by fixed and floating charge over the assets of the companies within the group. They were fully repaid in September 2017. Interest was charged at a combination of 3% above LIBOR and 3% above Base Rate. Non-cash movements in relation to the borrowings were immaterial prior to repayment in full. 23. Current Tax Liabilities Year Ended 31 May 2018 Corporation tax payable 24. Deferred Revenue Group Company 2018 £000 849 2017 £000 313 2018 £000 - Year Ended 31 May 2018 Group Company Arising from client contracts 2018 £000 1,416 2017 £000 1,137 2018 £000 - 2017 £000 - 2017 £000 - The deferred revenue arises from the non-contingent contracts provided to certain customers in respect of providing business marketing and research to these clients. Revenue is recognised and deferred in accordance with services provided within contract terms. 25. Deferred Tax Liability Year Ended 31 May 2017 Group Company Liability at 1 June 2016 Charge for the year Liability at 31 May 2017 Credit for the year Liability at 31 May 2018 £000 (4) (28) (32) 9 (23) £000 - - - - - PAGE 66 K3 CAPITAL GROUP PLC NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2018 (CONTINUED) 26. Share Capital Allotted, called up and fully paid Year Ended 31 May 2018 Group Amounts presented in equity Ordinary shares 2018 2017 No. £000 No. £000 42,210,526 42,210,526 422 422 42,210,526 42,210,526 422 422 Share capital movements: Year ended 31 May 2017 On 23 February 2017, Anthony Ford repaid his directors loan of £1.5 million and the Group redeemed all the Preferred A Ordinary shares and the B Preference shares at par. In relation to the redemption of these shares, a transfer to capital redemption reserve from retained earnings occurred as required by Companies Act 2006. On 8 March 2017 a bonus issue was carried out: 57 C shares of £0.0001 each, 14 D shares of £0.0001 each, 7 E shares of £0.0002 each, 4 F shares of £0.0003 each and 3 G shares of £0.0005 each were allotted. On 8 March 2017 all ordinary shares were consolidated and subdivided such that the nominal values were all equalised at £0.01. On 8 March 2017 a further bonus issue was carried out: 9,459,539 A shares of £0.01 each, 9,459,539 B shares of £0.01 each, 13,513,631C shares of £0.01 each, 3,378,417 D shares of £0.01 each, 1,688,762 E shares of £0.01 each, 1,012,989 F shares of £0.01 each, 674,961 G shares of £0.01 each and 799,100 H shares of £0.01 each were allotted. On 8 March 2017 the Company purchased a fractional entitlement to a single F share of £0.01 each from Anthony Ford (which resulted from the bonus issue and consolidation described above) and it was cancelled. By a resolution dated 8 March 2017 (taking effect on 9 March 2017) the Company reduced its capital using the statutory solvency statement procedure by cancelling the capital redemption reserve of £3,000,025 and the share premium account of £9,999 and crediting an amount equal to the sum so cancelled to a distributable reserve. Immediately prior to Admission on AIM, by a resolution dated 5 April 2017 (conditional upon Admission occurring but deemed to take effect immediately before Admission) all of the issued shares in the capital of the Company were re-designated as ordinary shares ranking pari passu. Following the Company’s admission to trading on AIM on 11 April 2017 a further 2,210,526 shares were issued at a price of 95p per share. FINANCIAL | FINANCIAL STATEMENTS PAGE 67 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2018 (CONTINUED) 27. Financial Instruments The Group’s principal financial instruments comprise cash and cash equivalents, trade and other receivables and trade and other payables. The Group’s accounting policies and method adopted, including the criteria for recognition, the basis on which income and expenses are recognised in respect of each class of financial asset, financial liability and equity instrument are set out in note 3 to the financial statements. The Group does not use financial instruments for speculative purposes. The fair values and the carrying values of financial assets and liabilities are the same. The principal financial instruments used by the Group, from which financial instrument risk arises, are as follows: Year Ended 31 May 2018 Group Financial assets measured at amortised cost Trade receivables Cash and cash equivalents Total financial assets Financial liabilities measured at amortised cost Trade and other payables Borrowings Other financial liabilities Total financial liabilities Total financial instruments 2018 £000 199 7,522 7,721 663 - - 663 7,058 2017 £000 105 3,801 3,906 445 431 - 876 3,030 There are no fair value adjustments to assets or liabilities through profit and loss. Capital management The Group manages its capital to ensure that it will be able to continue as a going concern while attempting to maximise the return to stakeholders through the optimisation of the debt and equity balance. The capital structure of the Group consists of issued capital and retained earnings. PAGE 68 K3 CAPITAL GROUP PLC NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2018 (CONTINUED) Credit risk Credit risk is the risk that a counter-party will cause a financial loss to the Group by failing to discharge its obligations to the Group. The Group manages its exposure to this risk by applying limits to the amount of credit exposure to any one counterparty and employs strict minimum credit worthiness criteria as to the choice of counterparty. The maximum exposure to credit risk for receivables and other financial assets is represented by their carrying amount. The Group considers credit risk to be low due as trade receivables are insignificant and amounts are settled from business sales proceeds brokered by the Group via the legal process of completion agreements. The Group establishes an allowance for impairment that represents its estimate of incurred losses in respect of the trade and other receivables as appropriate. The allowance comprises a provision against individually significant exposures. Ageing analysis Year Ended 31 May 2018 Current Up to 30 days 30 to 60 days 60 days and older Bad debt provision Group 2018 £000 193 6 - - 199 - 199 2017 £000 104 - - 1 105 - 105 These receivables are not secured by any collateral or credit enhancement. Normal credit terms are 30 days. The maximum exposure to credit risk at each balance sheet date was: Year Ended 31 May 2018 Group Net trade receivables Cash and cash equivalents 2018 £000 199 7,522 7,721 2017 £000 105 3,801 3,906 FINANCIAL | FINANCIAL STATEMENTS PAGE 69 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2018 (CONTINUED) For banks and financial institutions, only independently rated parties with minimum rating “A” are accepted. Fair values The directors have assessed that the fair values of cash and short-term deposits, trade receivables, trade payables and other current liabilities approximate to their carrying amounts largely due to the short-term maturities of these instruments. The principal interest rate risks of the Group arise in respect of borrowings. As the interest expense on variable rate financial instruments is immaterial, the Group does not actively manage the exposure to this risk. Interest rate risk The Group’s policy is to fund its operations through the use of retained earnings and equity. The Group’s exposure to changes in interest rates relates primarily to cash at bank. Cash is held either on current or short-term deposits at a floating rate of interest determined by the relevant bank’s prevailing base rate. Interest rate sensitivity There would be no material impact resulting from a reasonably possible change in interest rates. Market risk Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: • commodity price risk interest rate risk; and • foreign currency risk. • Financial instruments affected by market risk include deposits, trade receivables, trade payables and accrued liabilities. Foreign currency exchange risks The Group has no foreign currency risk currently as its operations and transactions are all denominated in Sterling. PAGE 70 K3 CAPITAL GROUP PLC NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2018 (CONTINUED) Liquidity risks Liquidity risk arises from the Group’s management of working capital. It is the risk that the Group will encounter difficulty in meeting its financial obligations as they fall due. The Group’s policy is to ensure that it will always have sufficient cash to allow it to meet its liabilities when they become due. The maturity profile of the Group’s trade and other payables, and other financial liabilities are, at each period end, due within one year. The maturity profile of borrowings at the reporting dates, based on contractual undiscounted payments, are summarised below: Year Ended 31 May 2018 Group Due within 1 year Due in 1-2 years Due in 2-5 years 2018 £000 - - - 2017 £000 220 211 - 28. Share-based payments Employee share option plan of the Company Details of the employee share option plan of the Company The Company has a share option scheme for executives and senior employees of the Company and its subsidiaries. In accordance with the terms of the plan executives and senior employees may be granted options to purchase ordinary shares. Each employee share option converts into one ordinary share of the Company on exercise. No amounts are paid or payable by the recipient on receipt of the option. The options carry neither rights to dividends nor voting rights. Options may be exercised at any time from the date of vesting to the date of their expiry. The number of options granted is calculated in accordance with the performance-based formula approved by the remuneration committee. The formula rewards executives and senior employees to the extent of the Group’s and the individual’s achievement judged against both qualitative and quantitative criteria from the following financial measures: • • improvement in adjusted earnings per share improvement in return to shareholders FINANCIAL | FINANCIAL STATEMENTS PAGE 71 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2018 (CONTINUED) The following share-based payment arrangements were in existence during the current and prior years: Option series Number Grant Date Expiry Date Exercise Price Fair value at grant date (1) (2) Granted on 11 April 2017 Granted on 17 January 2018 1,193,611 552,022 11/04/17 17/01/18 11/04/27 17/01/28 0.95 1.81 0.11 0.31 All options vest over a 3 year performance period. The performance period start date for series 1 was 1 June 2017, and for series 2 1 December 2017. The earliest expected date for exercise would be after publication of the Group’s annual results for the year ending 31 May 2020, in respect of series 1 and publication of the group interim results for the period ended 30 November 2020, in respect of series 2. The share-based payment expense recognised in respect of employee services received during the year ended 31 May 2018 was £32,000 (2017: £Nil). Fair value of share options granted in the year The weighted average fair value of the share options granted during the financial period is £0.31 (2017: £0.11). Options were priced using a binomial option pricing model. Where relevant, the expected life used in the model has been adjusted based on management’s best estimate for the effect of non-transferability, exercise restrictions (including probability of meeting market conditions attached to the option), and behavioural considerations. Expected volatility is based on the historical share price volatility of companies floated on AIM that are comparable to K3 Capital Group Plc. To allow for the effects of early exercise, it was assumed that executives and senior employees would exercise the options after vesting date when the share price is two times the exercise price. Inputs into the model Grant date share price Exercise price Expected volatility Option life Dividend yield Risk-free interest rate Option Series Series 1 Series 2 0.95 0.95 30.00% 10 years 8.60% 0.39% 1.85 1.81 30.00% 10 years 5.30% 0.87% PAGE 72 K3 CAPITAL GROUP PLC NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2018 (CONTINUED) Movements in share options in the year The following reconciles the share options outstanding at the beginning and end of the year. 2018 Number of options Weighted average exercise price 2017 Number of options Weighted average exercise price Balance at beginning of year Granted during the year Forfeited during the year 1,193,611 552,022 (10,000) 1,735,633 £ 0.95 1.81 1.81 1.22 - 1,193,611 - 1,193,611 £ - 0.95 - 0.95 All outstanding options are currently vesting, such that no options were exercisable at 31 May 2018. Note that whilst 1,193,611 of options were granted during the year ended 31 May 2017, the vesting period only commenced on 1 June 2017. Share options outstanding at the end of the year The share options outstanding at the end of the year had a weighted average exercise price of £1.22 (2017: £0.95) and a weighted average remaining contractual life of 3,325 days (2017: 3,602). 29. Related Party Transactions Group Key management personnel compensation has been disclosed in note 10. In addition to the related party information disclosed elsewhere in the financial information, the following were significant related party transactions during the current and prior year and at terms and rates agreed between the parties: During the years dividends were paid to individuals who were directors at the time and their close family members as follows: Year Ended 31 May 2018 Dividends paid on preference shares classified as liabilities 2018 £000 - 2017 £000 75 FINANCIAL | FINANCIAL STATEMENTS PAGE 73 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2018 (CONTINUED) The dividend above represented the 10 per cent coupon on the Preferred A Ordinary shares. B Preference share dividends were waived by the shareholder. Subsequent to redemption no dividends have been payable. Each of Anthony Ford, John Rigby, Andrew Melbourne, Ian Mattioli, Stuart Lees, Simon Daniels and Matthew Clancy (the “Locked-in Share- holders”) entered into lock-in undertakings with the Company and finnCap on 5 April 2017, as summarised in the Admission Document dated 6 April 2017 (the “Lock-in Agreements”). On 27 September 2017 (i) finnCap, (ii) certain of the Locked-in Shareholders and (iii) the independent Directors on behalf of the Company agreed that in order to satisfy strong institutional demand certain of the locked-in parties would be allowed to sell shares held by them. This was documented by way of an addendum to the original Lock-in Agreements in the cases of John Rigby, Andrew Melbourne, Simon Daniels and Matthew Clancy, where their respective lock-in periods were also extended. The Board notes that the Lock-in Agreements are each capable of being modified, waived or cancelled in the event each of the parties to the respective Lock-in Agreement are in agreement it is in the best interests of maintaining an orderly market, subject to the approval of the Com- pany’s broker at that time and that, as in the case of the variation in September 2017, any such decision on the part of the Company would be reserved to the independent Directors. The other limited circumstances where the Lock-in Agreements are capable of being modified, waived or cancelled are: a) b) c) d) e) f) g) h) i) the acceptance of a general offer for the whole of the ordinary share capital of the Company (other than any ordinary share capital held by the offeror or any person acting in concert with the offeror); or the execution of an irrevocable commitment to accept a general offer for the whole of the ordinary share capital of the Company (other than any ordinary share capital held by the offeror or any person acting in concert with the offeror); or a disposal made pursuant to an intervening court order; or a disposal of Ordinary Shares following the Director’s death to his executors or administrators or (whether by testamentary disposition or on intestacy) to the beneficiaries of his estate; or (subject to certain restrictions) a transfer of Ordinary Shares to a member of his family (as defined in Section 253 of the Companies Act 2006) or to the trustees of any trust the sole beneficiaries of which are himself and/or members of his family; or (subject to certain restrictions) a transfer of Ordinary Shares made solely as a result of a change in the identity of the trustees of any such trust as is referred to in sub-paragraph (e) above to the new or continuing trustees thereof; or a disposal made pursuant to any scheme of reconstruction under section 110 of the Insolvency Act 1986 in relation to the Company; or a disposal made pursuant to a compromise or arrangement under Part 26 of the Companies Act 2006 between the Company and its members which is agreed to by the members and sanctioned by the court; or an acceptance of an offer by the Company to purchase its own shares which is made on identical terms to all holders of Ordinary Shares and otherwise complies with all applicable legal and regulatory requirements. On 8 March 2017 the Company acquired the trade and assets of Triskell LLP. During FY17 the Group was charged £425,000 of consultancy costs from Triskell LLP (of which Anthony Ford was a designated member). PAGE 74 K3 CAPITAL GROUP PLC NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2018 (CONTINUED) During the year the Group was charged £Nil (2017: £48,000) in consultancy fees from Signia Corporate Finance (a business owned by Stuart Lees). During the year the Group was charged rent from K3 Estates LLP (of which Anthony Ford and John Rigby are designated members). Rent 2018 £000 95 2017 £000 24 During the year the Group was charged the £Nil (2017: £432,000) in consultancy fees from KBS CF LLP (of which the Directors, except Stuart Lees, Martin Robinson and Ian Mattioli, are designated members). Company K3 Capital Group Plc is the parent entity of the group. The group has taken advantage of the exemption available under IAS 24 not to disclose transactions with wholly owned subsidiary undertakings. FINANCIAL | FINANCIAL STATEMENTS PAGE 75 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2018 (CONTINUED) 30. Dividends Year Ended 31 May 2018 Dividends paid on equity shares Ordinary A shares Ordinary B shares Ordinary C shares Ordinary D shares Ordinary E shares Ordinary F shares Ordinary G shares Ordinary H shares Ordinary V shares Ordinary shares Total Dividend per share (unadjusted) Ordinary A shares Ordinary B shares Ordinary C shares Ordinary D shares Ordinary E shares Ordinary F shares Ordinary G shares Ordinary H shares Ordinary V shares Ordinary shares Dividend per share (adjusted) Ordinary A shares Ordinary B shares Ordinary C shares Ordinary D shares Ordinary E shares Ordinary F shares Ordinary G shares Ordinary H shares Ordinary V shares Ordinary shares 2018 £000 - - - - - - - - - 3,060 3,060 2018 - - - - - - - – – 7.25p 2017 - - - - - - - – – 7.25p 2017 £000 284 284 406 102 51 30 20 – – – 1,177 2017 113.72p 113.72p 113.72p 113.72p 113.72p 113.72p 113.72p – – – 2016 3.00p 3.00p 3.00p 3.00p 3.00p 3.00p 3.00p – – – PAGE 76 K3 CAPITAL GROUP PLC NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2018 (CONTINUED) The adjusted dividends per share are adjusted for the impact of the bonus issues and share consolidations and subdivisions described in note 26. Dividends paid on shares classed as liabilities Year Ended 31 May 2018 Preferred A Ordinary shares B Preference shares Total Dividend per share Year Ended 31 May 2018 Preferred A Ordinary shares B Preference shares 2018 £000 - - - 2018 £000 - - 2017 £000 75 - 75 2017 £000 10p - On 23 February 2017 the Preferred A Ordinary shares and the B Preference shares were redeemed at par. 31. Commitments The total future minimum lease payments under non-cancellable operating leases are as follows: Year Ended 31 May 2018 Group Company Not later than 1 year Later than 1 year and not later than 5 years 32. Contingencies 2018 £000 220 411 631 2017 £000 100 79 179 2018 £000 - - - 2017 £000 - - - The Group companies, including K3 Capital Group Plc, entered into a debenture dated 22 May 2014 for securing all monies due by K3 Capital Group Plc in respect of the bank loan facilities. This represents a fixed and floating charge over the Group’s assets. The balance outstanding at 31 May 2018 was £NIL (2017: £431,376). All security provided by the Group was satisfied on 12 January 2018. FINANCIAL | FINANCIAL STATEMENTS PAGE 77 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2018 (CONTINUED) 33. Audit exemption statement Under section 479A of the Companies Act 2006 the Group’s subsidiaries, listed below, are claiming exemption from audit. The parent undertaking, K3 Capital Group plc, registered number 06102618, guarantees all outstanding liabilities to which each subsidiary company is subject at the end of the financial year (being the year ended 31 May 2018 for each company listed below). The guarantee is enforceable against the parent undertaking by any person to whom the subsidiary company is liable in respect of those liabilities. KBS Corporate Sales Limited KBS Corporate Finance Limited Knightsbridge Business Sales Limited 04141555 08924449 08924297 34. Controlling party In the opinion of the directors, the Group has no overall controlling party. 35. Business combinations and goodwill No business combinations have taken place in the year aside from £70,000 invested to establish a new subsidiary undertaking KBS Capital Markets Limited. Acquisition of trade and assets Triskell LLP. On 8 March 2017 the Company acquired the trade and assets of Triskell LLP. The fair value of consideration was initially set up as a loan at £1.1m, settled subsequently via cash in full prior to the 31 May 2017 year end. The fair value of amounts recognised at the acquisition date in relation to Triskell LLP are as follows: Year Ended 31 May 2018 Book Value Adjustments Fair Value Tangible assets acquired Trade receivables acquired £000 £000 £000 23 41 64 (23) (41) (64) - - - The fair value of total assets acquired was £nil, resulting in goodwill being recognised equivalent to the fair value of consideration. The goodwill recognised includes certain intangible assets that cannot be separately identified and measured due to their nature. This includes control over the acquired business, the skills and experience of the acquired workforce and the future growth opportunities that it provides the Group’s operations. The goodwill recognised is not deductible for tax purposes. PAGE 78 K3 CAPITAL GROUP PLC NOTICE IS HEREBY GIVEN THAT THE SECOND ANNUAL GENERAL MEETING OF K3 CAPITAL GROUP PLC WILL BE HELD AT TLT SOLICITORS LLP FINANCIAL | NOTICE OF MEETING PAGE 79 NOTICE OF ANNUAL GENERAL MEETING Notice is hereby given that the second Annual General Meeting of K3 Capital Group plc (Company) will be held at TLT LLP’s Manchester office, 3 Hardman Square, Manchester M3 3EB on Friday 26 October at 11.00am. You will be asked to consider and vote on the Resolutions below. Resolutions 1 to 8 will be proposed as Ordinary Resolutions and Resolution 9 will be proposed as a Special Resolution. ORDINARY BUSINESS Resolution 1 – To receive the Company’s annual accounts for the year ended 31 May 2018 together with the directors’ report and auditor’s report on those accounts. Resolution 2 – To declare a final dividend in the sum of 8.4 pence per Ordinary Share for the year ended 31 May 2018. Resolution 3 – To re-appoint Ian Mattioli as a non-executive director of the Company. Resolution 4 – To re-appoint Stuart Lees as a director of the Company. Resolution 5 – To receive the Report on Directors’ Remuneration as set out in the Company’s annual report and accounts for the year ended 31 May 2018. Resolution 6 – To re-appoint BDO LLP as the Company’s auditor to hold office from the conclusion of this meeting until the conclusion of the next annual general meeting at which accounts are laid before the Company. Resolution 7 – To authorise the directors to determine the auditor’s remuneration. Resolution 8 – That: 8.1 in accordance with section 551 of the Companies Act 2006 (Act) the directors be generally and unconditionally authorised to allot shares in the Company, and to grant rights to subscribe for or to convert any security into shares in the Company: (a) up to an aggregate nominal amount of £140,701.75 (such amount to be reduced by the nominal amount allotted or granted under paragraph (b) below in excess of such sum); and (b) comprising equity securities (as defined in Section 560 of the Act) up to an aggregate nominal amount of £281,403.50 (including within such limit any shares allotted or rights granted under paragraph (a) above) in connection with an offer by way of a rights issue as follows: (i) to holders of ordinary shares of 1 pence each in the capital of the Company in proportion (as nearly as may be practicable) to their existing holdings; and (ii) securities or as the directors otherwise consider it necessary; to holders of other equity securities as required by the rights of those and so that the directors may make such exclusions or other arrangements as they consider expedient in relation to treasury shares, fractional entitlements, record dates, shares represented by depositary receipts, legal or practical problems under the laws in any territory or the requirements of any relevant regulatory body or stock exchange or any other matter; this authority shall expire on the earlier of the date 15 months from the 8.2 passing of this Resolution or the conclusion of the next Annual General Meeting of the Company after the passing of this Resolution (whichever is the earlier) save that the Company may make offers and enter into agreements during the relevant period which would, or might, require shares or rights to subscribe for or to convert any security into shares in the Company to be allotted after the authority ends and the Board may allot shares or rights to subscribe for or to convert any security into shares in the Company under any such offer or agreement as if the authority had not expired; and 8.3 all previous authorities granted under Section 551 of the Act be revoked. SPECIAL BUSINESS Resolution 9 9.1 That subject to the passing of Resolution 8 above, the Board be authorised to allot equity securities (as defined in section 560(1) of the Companies Act 2006) for cash under the authority given by that Resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the Act did not apply to any such allotment or sale, provided that such authority shall be limited to: 9.1(a) the allotment of equity securities and sale of treasury shares for cash in connection with an offer of, or invitation to apply for, equity securities (but, in the case of the authority granted under Resolution 8.1(b)(ii), by way of a rights issue only): 9.1(a)(i) to the holders of ordinary shares in proportion (as nearly as may be practicable) to their respective holdings; and 9.1(a)(ii) to holders of other equity securities as required by the rights of those securities or as the directors otherwise consider necessary, but subject to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates, legal or practical problems in or under the laws of any territory or the requirements of any regulatory body or stock exchange; and/or 9.1(b) the allotment of equity securities or sale of treasury shares (otherwise than pursuant to Clause 9.1(a) of this Resolution) to any person up to an aggregate nominal amount of £21,105.26. The authority granted by this Resolution shall expire on the earlier of the date 15 months from the passing of this Resolution or the conclusion of the next Annual General Meeting of the Company after the passing of this Resolution (whichever is the earlier) save that such authority shall extend to the making before such expiry of an offer or arrangement that would, or might, require equity securities to be allotted after such expiry and the directors may allot equity securities in pursuance of that offer or arrangement as if the authority PAGE 80 K3 CAPITAL GROUP PLC NOTICE OF ANNUAL GENERAL MEETING limited to the allotment of equity securities or sale of treasury shares up conferred hereby had not expired. That subject to the passing of Resolution 8, the directors be authorised 9.2 in addition to any authority granted under Clause 9.1 of this Resolution to allot equity securities (as defined in section 560(1) of the Companies Act 2006) for cash under the authority conferred by Resolution 8 and/or to sell ordinary shares held by the Company as treasury shares as if section 561 of the CA 2006 did not apply to any such allotment or sale, provided that such authority shall be: (a) to an aggregate nominal amount of £21,105.26; and (b) used only for the purpose of financing (or refinancing, if the authority is to be used within 6 months after the original transaction) a transaction which the directors determine to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice. The authority granted by this Resolution shall expire on the earlier of the date 15 months from the passing of this Resolution or the conclusion of the next Annual General Meeting of the Company after the passing of this Resolution (whichever is the earlier) save that such authority shall extend to the making before such expiry of an offer or arrangement that would, or might, require equity securities to be allotted after such expiry and the directors may allot equity securities in pursuance of that offer or arrangement as if the authority conferred hereby had not expired. The Resolutions in Clause 9.1 and Clause 9.2 revoke and replace all 9.3 unexercised powers previously granted to the directors to allot equity securities or sell treasury shares as if section 561 of the CA 2006 did not apply but without prejudice to any allotment of equity securities or sale of treasury shares already made or agreed to be made pursuant to such authorities. By Order of the Board ANDREW MELBOURNE FCMA Company Secretary 10 September 2018 Registered Office: K3 Capital Group plc, KBS House, 5 Springfield Court, Summerfield Road, Bolton BL3 2NT (Registered in England, Number: 06102618) NOTES Record date for voting Return date for proxies Appointment of proxies Documents available for inspection 1 A member entitled to attend and vote at the Meeting is entitled to appoint one or more proxies to attend and (on a poll) vote instead of him. A shareholder may appoint more than one proxy in relation to the Annual General Meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder. A proxy need not be a member of the Company. A proxy form may be used to make such an appointment. Please find a proxy notice enclosed with this notice. The notes on the proxy form give instructions on the appointment of a proxy. 2 To be effective a proxy card must be deposited with the Registrar to the Company not less than 48 hours before the time fixed for the meeting i.e. by 11.00am on 24 October 2018. 3 Copies of service contracts of the directors of the Company may be inspected at the registered office of the Company at all times during normal business hours and at the place of the Annual General Meeting for a period of 15 minutes immediately prior to the Annual General Meeting until its conclusion. 4 Only members whose names appear on the register of members of the Company at the close of business on 24 October 2018 at 5.30pm or, if the AGM is adjourned, at close of business on the day two days prior to the adjourned meeting (excluding any part of the day that is not a working day) shall be entitled to attend the Annual General Meeting either in person or by proxy and the number of ordinary shares and/or preference shares then registered in their respective names shall determine the number of votes such persons are entitled to cast at the Annual General Meeting. Changes to the register after the close of business on the relevant data shall be disregarded in determining the rights of any person to attend or vote at the meeting or any adjourned meeting. 5 Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares. 6 Any person to whom this notice is sent who is a person nominated under section 146 of the Companies Act 2006 to enjoy information rights (Nominated Person) may, under an agreement between him/her and the shareholder by whom he/she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the Annual General Meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights. 7 The statement of the rights of shareholders in relation to the appointment of proxies in paragraph 1 above does not apply to Nominated Persons. The rights described in these paragraphs can only be exercised by shareholders of the Company. Voting by corporate representatives Shareholders rights & proxies Information Rights FINANCIAL | NOTICE OF MEETING PAGE 81 NOTICE OF ANNUAL GENERAL MEETING Shareholder’s right to ask questions Shareholders’ power to require website publication of audit concerns 8 A member attending the meeting has the right, as if section 319A of the Companies Act applied to the Company, to ask questions in relation to the business of the meeting. The Company must cause to be answered any such question relating to the business being dealt with at the meeting but no such answer need be given if (a) to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information, (b) the answer has already been given on a website in the form of an answer to a question, or (c) it is undesirable in the interests of the Company or the good order of the meeting that the question be answered. 9 Copy of Notice available on website A copy of this Annual General Meeting Notice, and other information required by section 311A of the Companies Act 2006, can be found at https://www. k3capitalgroupplc.com/investors/documents-and-circulars. 10 Shareholders should note that the Company will treat section 527 of the Companies Act 2006 as applying to it, and consequently that it is possible that, pursuant to requests made by shareholders, the Company may be required to publish on a website a statement setting out any matter relating to the audit of the Company’s accounts (including the auditor’s report and the conduct of the audit) that are to be laid before the Annual General Meeting. The Company may not require the shareholders requesting such website publication to pay its expenses. Where the Company is required to place a statement on a website, it must forward the statement to the Company’s auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the Annual General Meeting includes any statement that the Company has been required to publish on a website as if section 527 of the Companies Act 2006 applied to the Company. Electronic address restrictions 11 Any electronic address provided either in this Notice or any related documents (including the Chairman’s letter and proxy form) may not be used to communicate with the Company for any purposes other than those expressly stated. AGM 26 OCTOBER D I V I D E N D 3 0 O C T O B E R PAGE 82 K3 CAPITAL GROUP PLC EXPLANATORY NOTES TO THE NOTICE OF MEETING Resolution 6 – re-appointment of auditors Notice of the second annual general meeting of K3 Capital Group plc (Company) to be held at TLT LLP’s Manchester office, 3 Hardman Square, Manchester M3 3EB on Friday 26 October 2018 at 11.00am is set out at pages 79 to 83. The directors consider that all the resolutions to be put to the meeting are in the best interests of the Company and its shareholders as a whole; accordingly the Company’s board of the directors will be voting in favour of them and unanimously recommends that all shareholders do so as well. Resolutions 1 to 8 are ordinary resolutions; this means that for each of those resolutions to be passed, more than half of the votes cast must be cast in favour. Resolution 1 – annual accounts and report The directors have to lay copies of the Company’s annual accounts, the strategic report, directors’ report and the auditor’s report on those accounts and reports before you at a general meeting; this is a legal requirement. Resolution 2 – final dividend The directors are recommending a final dividend of 8.4 pence per share for the year ended 31 May 2018. Subject to approval being given, the final dividend is expected to be paid on 30 October 2018 to shareholders on the register at the close of business on 27 September 2018 (ex div date). Resolutions 3 and 4 – appointment or reappointment of directors Each of Ian Mattioli and Stuart Lees will be retiring automatically from the office of director at the meeting; this is because in the case of each of those directors, they are required to submit themselves for retirement in accordance with the articles. Both being eligible, they are seeking re-appointment by the Company’s shareholders. Both of these individuals are seeking re-appointment and their brief biographical details are on page 22 to 23. Resolution 5 – report on Directors’ Remuneration The shareholders will be asked to cast an advisory vote on the Report on Directors’ Remuneration as set out in the Company’s annual report and accounts for the year ended 31 May 2018. Since Resolution 5 is an advisory resolution only, it does not affect the remuneration paid to any director. An auditor is required to be appointed for each financial year of the Company. BDO LLP, the Company’s current auditor, has agreed to serve for the current financial year and its re-appointment is therefore being proposed. Resolution 7 – auditor’s remuneration In accordance with normal practice, the directors are asking for your authority to determine the auditor’s remuneration. Resolution 8 - renewal of authority to allot shares This resolution effectively seeks renewal of the directors’ existing authority to allot shares and grant rights. Paragraph (a) of this resolution would give the directors the authority to allot shares or grant rights to subscribe for, or to convert any securities into, shares up to an aggregate nominal amount equal to £140,701.75 – this amount represents approximately one-third of the Company’s issued share capital as at 10 September 2018 (but would be reduced by the nominal amount of any shares allotted or rights granted under paragraph (b) of this resolution in excess of £140,701.75). In line with guidance issued by the Investment Association, paragraph (b) of this resolution would give the directors authority to allot shares or grant rights to subscribe for, or to convert any securities into, shares in connection with a rights issue in favour of shareholders up to an aggregate nominal amount equal to £281,403.50, as reduced by the nominal amount of any shares allotted or rights granted under paragraph (a) of this resolution - this amount (before any reduction) represents approximately two-thirds of the Company’s issued share capital as at 10 September 2018. Therefore the maximum nominal amount of shares and rights that may be allotted or granted under this resolution is £281,403.50. The authorities sought under paragraphs (a) and (b) of this resolution will expire at the end of next year’s annual general meeting or on the date 15 months from the date of passing of the resolution, if earlier. The directors have no present intention of exercising either of the authorities sought under this resolution other than in respect of any one or more of the Company’s share schemes. However, it is considered prudent to maintain the flexibility that this authority provides. As at the date of the notice, no shares are held by the Company in treasury. Resolution 9 is a special resolution; this means that for that resolution to be passed, at least three-quarters of the votes cast must be case in favour. FINANCIAL | NOTICE OF MEETING PAGE 83 Resolution 9 - dis-application of pre-emption rights This resolution effectively seeks renewal of the directors’ existing power to allot shares (or sell any shares which the Company elects to hold in treasury) for cash without first offering them to existing shareholders in proportion to their existing shareholdings. This authority would be limited to allotments or sales of up to an aggregate nominal amount of £21,105.26: a) in connection with pre-emptive offers and offers to holders of other equity securities if required by the rights of those shares or as the directors otherwise consider necessary; and b) This aggregate nominal amount represents approximately 5% of the Company’s issued share capital as at 10 September 2018. The power sought under this resolution will expire at the end of next year’s annual general meeting (or, if earlier, the date 15 months from the passing of the resolution). in connection with financing or refinancing of a specific transaction. ATTENDING THE MEETING, WHAT TO BRING Please bring your attendance card with you. It will confirm your right to attend, speak and vote and will speed up your admission to the meeting. Please be advised that if you own shares through a nominee account, you will be required to provide the Company with a letter from the nominee confirming your shareholding. If you are unable to obtain this letter we cannot guarantee that you will be able to vote at the AGM. ACCESSIBILITY HOW TO GET THERE BY CAR Postcode for Sat Nav: M3 3EB The best car park is Manchester Spinningfields Post Code: M3 3BE. From the car park, walk up Gartside Street and Bagel Nash will be to the left. 3 Hardman Square is the building facing Bagel Nash. The office of TLT LLP is easily accessible by wheelchair users and has lift access inside. BY TRAIN SHAREHOLDER ENQUIRIES The address and contact details for the Company’s registrar, Computershare Investor Services plc are The Pavilions, Bridgwater Road, Bristol BS99 6ZZ. Tel: 0370 707 1431 (Lines are open 8.30am to 5.30pm Monday to Friday, excluding public holidays in England and Wales). The office is located approximately 15 minutes’ walk from Manchester Piccadilly Railway Station. A taxi is recommended. BY BUS There are numerous buses which stop in or around Manchester Spinningfields. Please visit www.tfgm.com for further details. BY TRAM There are numerous tram services which stop in central Manchester, with a walk to the office from the stop. Please visit www.metrolink.co.uk for further details. KBS HOUSE 5 SPRINGFIELD COURT SUMMERFIELD ROAD BOLTON BL3 2NT INFO@K3CAPITALGROUPPLC.COM WWW.K3CAPITALGROUPPLC.COM