learning
technologies
group
Learning Technologies Group plc
formerly known as In-Deed Online plc
Annual Report
for the year ended 31/12/2013
2013 > contents
> Chairman’s Statement
> Strategic Report
> Directors’ Report
> Corporate Governance Report
> Report of the Remuneration Committee
> Independent auditors’ report to the members of Learning Technologies Group plc
> Consolidated statement of comprehensive income
> Consolidated statement of financial position
> Consolidated statement of changes in equity
> Consolidated statement of cash flows
> Notes to the consolidated financial statements
> Company statement of financial position
> Company reconciliation of shareholders’ funds
> Notes to the Company financial statements
> Company information
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plc annual report 2013
> Chairman’s Statement
I am delighted to report Learning Technologies Group’s (“LTG”) maiden results
for the financial year ended 31 December 2013.
LTG was formed by the reverse takeover
of In-Deed Online by Epic Group Limited
in November 2013. LTG’s aim is to create a group
of high quality companies, principally by acquisition,
focused on the provision of learning technology
services to global organisations. The foundation
of the group is Epic, a European market leader
in the creation of customised learning solutions with
a particular expertise in multi-device learning.
The learning technologies sector is growing fast
globally and is at an exciting stage of development.
This is as a result of the exponential proliferation
of mobile devices and a much greater acceptance
of digital learning as a high quality and convenient
way to learn and support performance.
Epic, the principal operating company within
LTG, made good progress throughout 2013 and
delivered another strong year of growth with revenue
up 9% to £7.56m (excluding our joint venture
in Brazil) and adjusted EBITDA up 42% to £1.45m.
We won many substantial new contracts in 2013
including the hosting, support and ongoing
development of Civil Service Learning’s platform
which delivers learning to 500,000 civil servants.
We opened our New York office in November
2012 and I am pleased that just 12 months later
we began returning a modest monthly operating
profit. New contract wins were good in the final
few months of 2013 and are especially strong
so far in 2014, so I have positive expectations
for our US operation this year.
The learning technologies sector is growing fast globally and is at an exciting stage of development. plc annual report 2013 5
I am delighted to announce the first significant step
in the execution of the acquisition strategy outlined
in LTG’s AIM Admission Document. We have acquired
LINE, the highly respected e-learning company
founded by Piers Lea, an acknowledged industry
thought leader. Both LINE and Epic are regarded
as major European players and their combination
will immediately create the UK market leader
within the learning technologies sector.
The Boards of LINE and Epic have known
each other for many years and a lot of careful
consideration and planning has enabled
us to reach this point. The businesses are very
complementary and we are confident that both
groups of highly talented and capable people will
benefit from working together. We are also hopeful
of being able to realise substantial synergy benefits
as the integration process progresses.
Our combined size and capabilities will allow
us to bid for higher value strategic contracts with
global organisations. Furthermore, LTG will benefit
from the considerable experience and expertise
of Piers Lea who will become Chief Strategy Officer
on the Board of LTG shortly.
This all-important first acquisition has shown
us how beneficial becoming a public company has
been. The learning technologies sector is attracting
major interest from financial investors who are
competing to acquire high quality companies.
Given our sector understanding, LTG is viewed
differently – our situation not only gives us access
to capital, it also gives sellers the opportunity
to participate in the upside of joining us to grow
their business and of course LTG.
The Directors have decided not to pay
a dividend in respect of the year ended 31
December 2013; however, we expect to initiate
the progressive dividend policy outlined in our AIM
Admission Document. We expect to pay a maiden
dividend at the time of our interim results for the six
months to 30 June 2014.
As an expert services business, we are reliant
on our highly talented and dedicated staff
who deliver exceptional service and solutions
to our customers. I’d like to thank them all for
their efforts and look forward to another exciting
year of growth in 2014.
Andrew Brode
Chairman
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plc annual report 2013
plc annual report 2013 7
> Strategic Report
for the year ended 31 December 2013
Financial results
LTG’s only operating sub group during the year
ended 31 December 2013 was Epic Group Limited
which LTG acquired by way of a reverse takeover
on 8 November 2013.
Epic made good progress during 2013 with revenue
increasing by 9% to £7.56m (2012:£6.95m) with
adjusted EBITDA increasing by 42% to £1.452m
(2012:£1.019m). The loss before tax of £0.926m has
been caused by the non-trading items deemed
cost of listing of £1.108m and acquisition costs
of £0.950m. Adjusted earnings per share before
deemed cost of listing and acquisition costs has
risen to 0.368p (2012: 0.209p).
The reorganisation into Business Units in March
2011 has delivered more benefits than originally
envisaged. Most importantly, our consistent
approach in striving to ‘create a first-class customer
experience every time’ has been very well received
and has caused repeat business to increase to 56%.
Furthermore, great customer service is synonymous
with high margins as demonstrated by our average
gross margin of 60.6% (2012:58.7%).
Through our investment in our tools, increasingly
efficient processes and focus on getting
our deliverables ‘right first time’, we believe our
margins are substantially higher than our peers
and they have now stabilised at an optimum level.
We are, however, confident that we can apply
our structure and processes to achieve similar
improvements in the customer service and margins
of businesses that we acquire.
leader, and platforms, which grew by 42%
to £960k revenue. We predict both areas
of specialism will continue to drive growth
for the foreseeable future.
Epicentre, our software testing division, had
a challenging year with revenues down by 17%
to £517k. We reduced costs during the summer
and appointed a new Business Unit Director in
December who is focusing on growing its multi-
device testing revenue. We remain confident that
it can deliver growth through increasing external
revenue from customers as well as acting as the
source of consistent, quality assurance for the
output of all LTG companies.
Key performance indicators
The Board monitors key performance indicators
on a monthly basis. The most important ones
for the success of the business are:
The value of new contracts won. Across the Group
this rose by 12% in 2013.
The level of the order book which is defined as the
proportion of contracts won but not yet delivered.
The order book at the end of the year grew in all
three territories in which the Group operates.
Gross profit margins based on direct costs
attributable to projects. As stated above these
improved to 60.6% in 2013. The Board believes
this is the optimal level and is not looking to grow
gross margins beyond this.
The two main drivers of growth were multi-device
learning (present in almost all our content solutions),
where Epic is viewed as an innovator and market
Utilisation, measured as the proportion of
production staff cost charged directly to projects.
The utilisation rate increased by 2% in 2013.
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plc annual report 2013
> Strategic Report
for the year ended 31 December 2013 continued
gomo learning
The growth of smartphone and tablet use over
the last few years is an accepted phenomenon.
Epic has been at the vanguard of this fast moving
segment since it developed mobile learning apps
for iOS in 2010. The experience we derived from
creating that early mobile learning content was
invaluable and we soon recognised that there
was a demand for a mobile learning authoring
tool to enable customers to create their own
learning content that would work across multiple
mobile devices.
To meet this demand Epic developed gomo,
the learning content authoring tool based
on our in-house multi-device content creation
software. When it was first launched in June 2011,
it was unique in the way it published content from
a single source to many devices including native
iOS and Android Apps.
Mobile technology has continued to advance
at a stunning pace and devices are now virtually
ubiquitous across adult workers in the advanced
economies (with some developing economies
not far behind).
We are, therefore, very excited by the launch of
gomo 2.0 in April 2014. Judging by the positive
feedback and reviews we’ve received from
prospective corporate customers and industry
experts, we are confident that the team has
designed an excellent Software as a Service (SaaS)
tool which delivers on the multi-device authoring
functionality users are seeking.
Mike Alcock, an authoring tool pioneer who founded
and led Atlantic Link before it was sold to Kaplan IT in
2010, has joined the Group as Managing Director of
gomo Learning Limited. The Board is confident that
with the right leadership now in place, gomo
will generate significant recurring revenue
in the medium term.
We look forward to updating shareholders on
its progress in due course.
The business
The foundation business of Learning Technologies
Group is Epic, a European market leader
in e-learning and multi-device learning solutions.
Founded in 1986, Epic was one of the first
companies in Europe to develop training
programmes on some of the earliest available
PCs. Leading the way in interactive learning,
we produced Europe’s first ever laser-disc training
programme, and have remained at the forefront
of e-learning long after the advent of the CD ROM.
While our focus is still on enhancing learning with
technology, we have come a long way from being
just another e-learning company. We have a great
commitment to both the immediate and longer-term
strategic needs of our clients, and everything we do
is geared towards improving the performance of
organisations, their people and their business aims.
Epic’s clients
We pride ourselves on our customer service.
Our clients come from a wide range of sectors,
and include many Fortune 500 and FTSE 100
companies. Epic has forged successful relationships
with organisations ranging from county councils,
UN organisations and healthcare providers to airlines,
banks and high street retailers – and they come
back to us time and again.
plc annual report 2013 9
> Strategic Report
for the year ended 31 December 2013 continued
It is this repeat business that underlines our
commitment to ensuring we provide the best
possible service that we can, irrespective
of sectors or budgets.
Epic’s awards
Our commitment to quality and our ability
to measure the quantifiable effect of our solutions
on organisations and their people, have won us
over 70 industry awards including gold for ‘Mobile
learning’ at the 2012 International E-learning Awards.
To top off a fantastic year for Epic, we also picked up
an unprecedented five awards at the 2012 E-learning
Age awards, including ‘E-learning Development
Company of the Year’ followed by a further three
awards at the 2013 E-learning Age awards. In July
2013 Elearnity, Europe’s leading independent talent
and learning analysts, rated Epic as a ‘Strategic
Leader’ of our industry – the highest accolade
achievable.
Global reach
From our humble beginnings delivering learning
solutions from our Brighton office, Epic has since
gone on to serve clients not only from the UK,
but from 70 countries around the globe. In 2011
we opened our first international office in Rio de
Janeiro, Brazil, and in 2012 we opened our first
US office in New York.
Our working culture is flavoured by our clients
all around the globe. They have head offices
in places such as: Brussels (Bridgestone Europe),
New York (the UN), San Francisco (Cisco), Tokyo
(Sony) and Switzerland (UEFA). As such, our designers
don’t create solutions for just one audience. For
global clients we use non-colloquial language and
scenarios that work whether the learner
is at a PC in Paris or on the move in Miami.
In addition, we are experienced with localisation
and can provide translation through partnership
with the global translation expert, RWS Group.
We started small, and although we’ve grown
in the last 27 years, we pride ourselves on the same
attention to detail that got us where we are today.
Epic’s services
We consult carefully with our clients to get to the
core of their requirement. If they need support
compiling a business case, we can help them
conduct a training needs analysis. Following
this, we will help them build the perfect solution
for their requirements. This could comprise
a standalone piece of e-learning or mobile
learning app to a full blend including e-learning,
mobile, interactive videos, authoring tools, learning
portals, hosting, service desk support, classroom
workshops and offline materials.
In addition to our broad range of services
and products, we can work quickly without
compromising on quality. Clients such as Business
Link, Civil Service Learning, BBC, British Airways,
Diageo, SHL and Deloitte have all benefitted from
our expertise. With the right consultancy, stakeholder
research and requirements gathering, we ensure
that their solution will blend all content
in an approach that is best suited to them,
their organisation and their learners whilst also
providing a great return on investment.
Our work has been recognised by over 70
industry awards and our clients are always driving
us to innovate in new and exciting ways.
10
plc annual report 2013
> Strategic Report
for the year ended 31 December 2013 continued
Principal risks
The Directors conducted a thorough review
of LTG’s risk profile leading up to the AIM admission
in November 2013 and have updated it recently.
We are satisfied that the principal risks to the business
are errors in the provision of the Group’s services,
attracting and retaining talented staff
and successfully integrating acquisitions.
These risks are mitigated by:
Failings in service provision are almost certainly going
to be caused by human error. Epic has refined it’s
ISO 9001 production processes over the last two
decades and constantly reviews and updates them
based on ‘lessons learnt’. Furthermore, all projects
are reviewed weekly for performance against
customer expectation, delivery milestones and
forecast margins. In addition, the company carries
substantial professional indemnity insurance.
LTG is a market leader and we will ensure that
all our operating companies are regarded as
excellent employers within the e-learning industry.
We benchmark ourselves against our peers regularly
and are satisfied we offer competitive salaries and
outstanding personal development opportunities
that are further enhanced by LTG’s ambitious growth
plans. We have been successful in recruiting and
retaining high calibre staff; however, we recognise
we must continue our focus as competition for
talented people intensifies within the learning
technologies sector.
LTG has made it clear that we aim to grow our
businesses organically but also consolidate the
sector by selective acquisitions of high quality
companies. The challenge is to integrate them into
the Group, which may require merging them with
existing operations, without losing key staff
or customers. We will structure the purchase
terms to incentivise and retain key staff and
ensure that customers receive the ‘first class
customer experience’ that is already
a fundamental aspect of LTG’s success.
Furthermore, as the industry sees the success
of the Group’s expansion, organisations will
actively seek to be acquired and partake
in our ambitious growth path.
Current trading
2014 has started well and is in line with the Board’s
expectations. The order book has continued to rise,
particularly in the US operation and the Board is
confident of another strong year.
Jonathan Satchell
Chief Executive Officer
7 April 2014
plc annual report 2013 11
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plc annual report 2013
> Directors’ Report
for the period ended 31 December 2013
The Directors present their report on the Group, together with the audited
financial statements for the period ended 31 December 2013.
Principal activities
Business review and future developments
The principal activity of the Group is the provision
of e-learning services. The principal activity
of the Company is that of a parent holding
company which manages the Group’s strategic
direction and underlying subsidiaries.
Details of the business activities and acquisitions
made during the year can be found in the Strategic
Report on pages 7-10, the Chairman’s Statement
on pages 4-5 and in Note 11 to the consolidated
financial statements respectively.
Political and charitable contributions
The Group continued its Corporate Social
Responsibility agenda during the year and
supported charitable activities by staff which
raised a total of £5,000 (2012: £5,000) and made
charitable contributions totalling £14,000 during
the year (2012: £12,000).
The Company has, with other leading companies
in the industry, set up an industry wide charity
foundation, Learn Appeal, www.learnappeal.com.
Financial risk management
Details of the Group’s exposure to a variety
of financial risks and management programme
that seeks to limit the adverse effects on the financial
performance of the Group are set out in Note 27
to the consolidated financial statements.
Results and dividends
As In-Deed Online plc, the principal activity
of the company was to provide home buyers/sellers
in England and Wales with access to a high
quality conveyancing service. During the year,
the company disposed of its investment in its
subsidiary Xanther Limited, including its wholly
owned subsidiary Runnett & Co Limited. The
transaction involved a consideration of £1 and
effectively the transfer of intellectual property
rights over the intangible assets.
The results for the Group for the year and the
Group and Company’s financial position at the
end of the year are shown in the attached financial
statements. Following the Company’s acquisition
of Epic Group Limited by way of reverse acquisition
on 7 November 2013, the consolidated financial
statements for the year ended 31 December 2013
present the results of the Epic Group business
up to and including 7 November 2013 and the
enlarged group thereafter. The comparative results
for the year ended 31 December 2012 represent
those of the consolidated Epic Group.
The Directors do not recommend the payment of
a final dividend (period ended 31 March 2013: £nil).
plc annual report 2013 13
> Directors’ Report
for the period ended 31 December 2013 continued
Directors
The Directors who served the Company during the period or have been appointed thereafter, are shown below:
Peter Gordon
Managing Director
(resigned 8 November 2013)
Boris Zhilin
Non-Executive
(resigned 8 November 2013)
Philip Williamson
Non-Executive
(resigned 8 November 2013)
Andrew Brode
Non-Executive Chairman
(appointed 8 November 2013)
Peter Mountford
Executive Deputy Chairman
(appointed 8 November 2013)
Jonathan Satchell
Chief Executive Officer
(appointed 8 November 2013)
Harry Hill
Non-Executive
At the forthcoming Annual General Meeting in accordance with the Company’s Articles of Association, Harry Hill
will retire by rotation and being eligible, will offer himself for re-election. Andrew Brode, Jonathan Satchell and
Peter Mountford, being Directors appointed since the last Annual General Meeting, offer themselves for election.
Directors’ remuneration
The remuneration paid to the Directors during the 9 months ended 31 December 2013 was as follows:
Peter Gordon
Boris Zhilin
Philip Williamson
Andrew Brode
Peter Mountford
Jonathan Satchell
Harry Hill
Fees and
salaries
£’000
Share based
payments
£’000
Post
retirement
benefits
£’000
Total
£’000
Year to 31
March 2013
Total £’000
31
-
-
-
13
18
25
87
-
-
-
-
24
-
-
24
-
-
-
-
-
-
-
-
31
-
-
-
37
18
25
111
71
20
20
-
-
-
73
184
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plc annual report 2013
> Directors’ Report
for the period ended 31 December 2013 continued
Research and development
The main area of research and development has
been the continued work on the gomo authoring tool
as covered in the Strategic Report on pages 7-10.
Post balance sheet events
As detailed in Note 30 (a) to the consolidated
financial statements, on 7 April 2014, the Company
completed the acquisition of 100% of the issued
share capital of LINE Communications Holdings
Limited (LINE), a company incorporated in England
and Wales, and its subsidiary undertakings.
LINE devises, designs and delivers fully blended
learning solutions that incorporate elements such
as e-learning, collaborative learning, just-in-time
performance support, classroom or e-tutoring. LINE
has clients from both the public and private sectors.
The Company has raised £8m through a placing
of 50,000,000 new ordinary shares with institutional
and other investors at a price of 16p each.
As detailed in Note 30 (b) to the consolidated
financial statements, the Company granted
share options over the Company’s Ordinary Shares
of £0.00375 each to certain Executive Directors.
These new share options supersede the proposals
for Management Incentive Shares which were set
out in the Company’s AIM Admission Document.
Employees
The Group places considerable value on the
involvement of its employees and has continued
its practice of keeping them informed of matters
affecting them as employees and the various
factors affecting the performance of the Group.
The Directors recognise that continued and
sustained improvement in the performance
of the Group depends on its ability to attract,
motivate and retain employees of the highest
calibre. Furthermore, the Directors believe that
the Group’s ability to sustain a competitive
advantage over the long term depends in a large
part on ensuring that all employees contribute to the
maximum of their potential. The Group is committed
to improving the performance of all employees
through development and training.
The Group is an equal opportunity employer.
The Group’s policies seek to promote
an environment free from discrimination,
harassment and victimisation and to ensure
that no employee or applicant is treated less
favourably on the grounds of gender, marital
status, age, race, colour, nationality or national
origin, disability or sexual orientation or is
disadvantaged by conditions or requirements,
which cannot objectively be justified. Entry into,
and progression within the Group, is solely
determined on the basis of work criteria and
individual merit.
The Group continues to give full and fair
consideration to applications for employment
made by disabled persons, having regard
to their respective aptitudes and abilities.
The policy includes, where practicable,
the continued employment of those who may
become disabled during their employment and
the provision of training and career development
and promotion, where appropriate.
Directors’ responsibilities statement
in respect of the annual report and
the financial statements
The Directors are responsible for preparing
the Annual Report and the Group and parent
company financial statements in accordance
with applicable law and regulations.
Company law requires the Directors to prepare
financial statements for each financial year.
Under company law the Directors must not
approve the financial statements unless they
are satisfied that they give a true and fair view
of the state of affairs of the Group and Company
and of the profit or loss of the group for that period.
In preparing these financial statements, the Directors
are required to:
plc annual report 2013 15
> Directors’ Report
for the period ended 31 December 2013 continued
select suitable accounting policies and then
Substantial interests
apply them consistently;
make judgements and accounting estimates
that are reasonable and prudent;
prepare the financial statements on the going
concern basis unless it is inappropriate to assume
that company will continue in business.
The Directors are responsible for keeping adequate
accounting records that are sufficient to show and
explain the Company’s transactions and disclose
with reasonable accuracy at any time the financial
position of the company and the Group and
enable them to ensure that the financial statements
comply with the Companies Act 2006 and,
as regards the Group financial statements, Article
4 of the IAS Regulation. They are also responsible
for safeguarding the assets of the Company and
the Group and, hence, for taking reasonable steps
for the prevention and detection of fraud and
other irregularities.
Under applicable law and regulations, the Directors
are also responsible for preparing a Directors’ report
that complies with that law and those regulations.
The Directors are responsible for the maintenance
and integrity of the website. Legislation in the
United Kingdom concerning the preparation and
dissemination of financial statements may differ
from legislation in other jurisdictions.
Provision of information to auditors
Each of the persons who are Directors at the
time when this Directors’ Report is approved has
confirmed that:
so far as that Director is aware, there is no relevant
audit information of which the Company’s auditors
are unaware, and
that Director has taken all the steps that ought to
have been taken as a Director in order to be aware
of any information needed by the Company’s
auditors in connection with preparing their report
and to establish that the Company’s auditors are
aware of that information.
The Directors have been notified of the following
substantial shareholdings in excess of 3% of the
ordinary share capital of the Company as at 31
December 2013.
No. of
ordinary
shares
Percentage %
Andrew Brode
113,215,005
41.05%
Jonathan
Satchell
Liontrust Asset
Management
Hargreave
Hale
113,214,995
41.05%
10,715,000
3.88%
9,334,677
3.38%
Except as referred to above, the Directors are not
aware of any person who was interested in 3.0%
or more of the issued share capital of the Company
or could directly or indirectly, jointly or severally,
exercise control.
Independent auditors
In accordance with Section 489 of the Companies
Act 2006, a resolution proposing that Crowe Clark
Whitehill LLP be re-appointed will be proposed
at the Annual General Meeting.
Signed by order of the Board
Richard Jones
Company Secretary
16
plc annual report 2013
> Corporate Governance Report
The Board recognises the value of good governance and complies with
the provisions of the QCA Guidelines insofar as possible for a company
of the size and nature of the Company.
Remuneration Committee
The Company has established a Remuneration
Committee, comprising Andrew Brode, Harry Hill
and Peter Mountford. The Remuneration Committee
is chaired by Andrew Brode and meets at least
twice each year. The Remuneration Committee’s
responsibilities include reviewing the performance
of the Executive Directors, setting their remuneration
levels, determining the payment of bonuses and
considering the grant of options under the share
option schemes.
The Company has adopted a share dealing code
for the Board and employees of the Company
which is in conformity with the requirements of Rule
21 of the AIM Rules for Companies. The Company
takes steps to ensure compliance by the Board and
applicable employees with the terms of such code.
The Board is responsible for formulating, reviewing
and approving the Group’s strategy, budgets and
corporate actions. The Board holds Board meetings
at least ten times a year and at other times as and
when required.
The Company has established an Audit Committee
and a Remuneration Committee with effect from
admission. Details of the committees are set
out below.
Audit Committee
The Company has established an Audit Committee,
comprising Andrew Brode, Harry Hill and Peter
Mountford. The Audit Committee is chaired by Peter
Mountford and meets at least twice each year.
The Audit Committee’s responsibilities include
ensuring that appropriate financial reporting
procedures are properly maintained and reported
on, and for meeting with the Company’s auditors
and reviewing their reports and accounts and the
Company’s internal controls.
plc annual report 2013 17
> Independent auditor’s report
to the members of Learning Technologies Group plc
We have audited the financial statements
of Learning Technologies Group plc for the period
ended 31 December 2013 which include: the
Consolidated Statement of Comprehensive Income,
Consolidated Statement of Financial Position,
Consolidated Statement of Changes in Equity,
Consolidated statement of Cash Flows and related
Notes numbered 1 to 30, the Parent Company
Balance Sheet, the Parent Company Reconciliation
of Shareholders’ Funds and the related Notes
numbered 1 to 13.
The financial reporting framework that has been
applied in the preparation of the group financial
statements is applicable law and International
Financial Reporting Standards (IFRSs) as adopted
by the European Union. The financial reporting
framework that has been applied in the preparation
of the Parent Company financial statements
is applicable law and United Kingdom Accounting
Standards (United Kingdom Generally Accepted
Accounting Practice).
This report is made solely to the Company’s
members, as a body, in accordance with Chapter
3 of Part 16 of the Companies Act 2006. Our audit
work has been undertaken so that we might state
to the Company’s members those matters we are
required to state to them in an 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 Company and the
Company’s members as a body, for our audit work,
for this report, or for the opinions we have formed.
Respective responsibilities
of Directors and auditors
As explained more fully in the Statement
of Directors’ Responsibilities, the Directors are
responsible for the preparation of the financial
statements and for being satisfied that they give
a true and fair view. Our responsibility is to audit
and express an opinion on the financial statements
in accordance with applicable law and International
Standards on Auditing (UK and Ireland). Those
standards require us to comply with the Auditing
Practices Board’s Ethical Standards for Auditors.
Scope of the audit
of the financial statements
An audit involves obtaining evidence about
the amounts and disclosures in the financial
statements sufficient to give reasonable assurance
that the financial statements are free from material
misstatement, whether caused by fraud or error.
This includes an assessment of whether the
accounting policies are appropriate to the
company’s circumstances and have been
consistently applied and adequately disclosed;
the reasonableness of significant accounting
estimates made by the Directors; and the overall
presentation of the financial statements.
In addition, we read all the financial and non-
financial information in the Strategic Report
and the Directors’ Report and any other surround
information to identify material inconsistencies
with the audited financial statements and
to identify any information that is apparently
materially incorrect based on, or materially
inconsistent with, the knowledge acquired
by us in the course of performing the audit.
If we become aware of any apparent material
misstatements or inconsistencies, we consider the
implications for our report.
18
plc annual report 2013
> Independent auditor’s report
to the members of Learning Technologies Group plc continued
Opinion on financial statements
In our opinion:
the financial statements give a true and fair view
of the state of the Group’s and of the Parent
Company’s affairs as at 31 December 2013 and
of the Group’s loss for the period 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
United Kingdom Generally Accepted Accounting
Practice; and
the financial statements have been prepared
in accordance with the requirements of the
Companies Act 2006.
Matters on which we are required
to report by exception
We have nothing to report in respect of the following
matters where the Companies Act 2006 requires us
to report to you if, in our opinion:
adequate accounting records have not been kept
by the Parent Company, or returns adequate for
our audit have not been received from branches
not visited by us; or
the Parent Company financial statements are
not in agreement with the accounting records
and returns; or
certain disclosures of Directors’ remuneration
specified by law are not made; or
we have not received all the information
and explanations we require for our audit.
Opinion on other matter prescribed
by the Companies Act 2006
In our opinion, the information given in the
Strategic Report and the Directors’ Report for
the financial period for which the financial
statements are prepared is consistent with
the financial statements.
Leo Malkin
Senior Statutory Auditor
For and on behalf of Crowe Clark Whitehill LLP
Statutory Auditor,
St Bride’s House,
10 Salisbury Square
London
EC4Y 8EH
7 April 2014
plc annual report 2013 19
> Consolidated statement of comprehensive income
for the year ended 31 December 2013
Proforma
Year ended
31 December 2013
Proforma
Year ended
31 December 2012
Note
£’000
£’000
Continuing operations
Revenue
Cost of sales
Gross profit
Administrative expenses
Share of losses of joint venture
Operating profit*
Adjusted EBITDA
Amortisation of intangibles
Depreciation
Share based payment costs
Operating profit
Deemed cost of listing
Costs of acquisition
Interest receivable
(Loss)/profit before taxation
Income tax expense
(Loss)/profit for the year
Other comprehensive income:
4
13
28
11
5
7
Total comprehensive (loss)/income for the year
(Loss)/earnings per share attributable to owners of the Parent:
Basic, (pence)
Diluted, (pence)
8
8
Adjusted earnings per share before deemed cost of listing and acquisition costs:
Basic, (pence)
Diluted, (pence)
8
8
7,557
(2,978)
4,579
(3,422)
(32)
1,125
1,452
(75)
(79)
(173)
1,125
(1,108)
(950)
7
(926)
(182)
(1,108)
-
(1,108)
(0.429)
(0.429)
0.368
0.335
6,945
(2,869)
4,076
(3,287)
(17)
772
1,019
(49)
(54)
(144)
772
-
-
10
782
(250)
532
-
532
0.209
0.198
0.209
0.198
*Operating profit before costs of acquisition and deemed cost of listing.
All amounts stated above are attributable to the equity owners of Learning Technologies Group plc.
The Notes on pages 24 to 67 form an integral part of these consolidated financial statements.
20
plc annual report 2013
> Consolidated statement of financial position
Assets
Non-current assets
Property, plant and equipment
Intangible assets
Investments
Current assets
Trade receivables
Other receivables, deposits and pre-payments
Amounts recoverable on contracts
Deferred tax assets
Fixed deposits with licensed banks
Cash and bank balances
Total assets
Equity and liabilities
Share capital
Share premium account
Capital redemption reserve
Merger relief reserve
Reverse acquisition reserve
Share-based payment reserve
(Accumulated losses)/retained profits
Total equity attributable to the owners of the Parent
Current liabilities
Trade and other payables
Corporation tax
Amount owing to related parties
Deferred tax liabilities
Provisions
Total liabilities
Total equity and liabilities
31 December
2013
Proforma
31 December
2012
Note
£’000
£’000
9
10
13
14
15
16
17
18
19
20
20
20
20
20
21
22
17
23
250
150
-
400
1,237
86
947
1
-
1,170
3,441
3,841
1,034
1,159
-
22,269
(22,933)
547
(588)
1,488
2,206
87
30
-
30
2,353
2,353
3,841
266
148
32
446
809
31
702
-
1,000
692
3,234
3,680
77
1,218
28
275
(524)
144
695
1,913
1,555
74
30
22
86
1,767
1,767
3,680
The Notes on pages 24 to 67 form an integral part of these consolidated financial statements. The financial statements on pages
19 to 67 were authorised for issue by the Board of Directors on 7 April 2014 and were signed on its behalf by Jonathan Satchell,
Chief Executive Officer.
plc annual report 2013 21
> Consolidated statement of changes in equity
for the year ended 31 December 2013
Share
capital
£’000
Share
premium
£’000
Note
Capital
redemption
reserve
£’000
Merger
relief
reserve
£’000
Reverse
acquisition
reserve
£’000
Share
based
payments
reserve
£’000
Retained
profits/
(accumulated
losses)
£’000
Profoma
total
equity
£’000
77
1,218
28
275
(524)
Balance at
01/01/2012
Profit for
the year
Total
comprehensive
income for the
year
Share based
payment charge
credited to
equity
Dividend paid
prior to group
reconstruction
Balance at
31/12/2012
Group
reconstruction
Costs of issuing
shares
Loss for
the year
Total
comprehensive
(loss) for the year
Dividend paid
prior to group
reconstruction
Share based
payment charge
credited to
equity
Transfer on
exercise and
lapse of options
Balance at
31/12/2013
-
-
-
-
-
-
-
-
77
1,218
957
-
-
-
-
24
28
23
(82)
-
-
-
-
1,034
1,159
-
-
-
-
28
(28)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
563
532
1,637
532
532
532
144
-
144
-
(400)
(400)
275
(524)
144
695
1,913
21,994
(22,409)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
537
(82)
(1,108)
(1,108)
(1,108)
(1,108)
(300)
(300)
528
-
528
(125)
125
-
22,269
(22,933)
547
(588)
1,488
For the purpose of preparing the consolidated financial statements of the Group, the share capital represents the nominal value of the
issued share capital of 0.0375p per share. Share premium represents the excess over nominal value of the fair value consideration received
for equity shares net of expenses of the share issue.
The reverse acquisition reserve relates to the reverse acquisition between Learning Technologies Group plc and Epic Group Limited
on 7 November 2013.
The Notes on pages 24 to 67 form an integral part of these consolidated financial statements.
22
plc annual report 2013
> Consolidated statement of cash flows
Proforma Year ended
31 December 2013
£’000
Proforma Year ended
31 December 2012
£’000
Note
Cash flow from operating activities
(Loss)/profit before taxation
Adjustments for:
Share option charge
Deemed cost of listing
Non-cash costs of acquisition
Amortisation of intangible assets
Depreciation of plant and equipment
Share of loss of joint venture
Interest income
Operating cash flow before working capital changes
Increase in trade and other receivables
Increase in amount recoverable on contracts
Increase in payables
Interest received
Income tax paid
Net cash flow from operating activities
Cash flow used in investing activities
Purchase of property, plant and equipment
Development of intangible assets
Cash acquired on reverse acquisition
Cash costs of acquisition
Cash consideration on reverse acquisition
Investment in joint venture
Net cash flow used in investing activities
Dividends paid prior to group reconstruction
Net cash flow used in financing activities
Net (decrease)/increase in cash and cash equivalents
Cash and cash equivalents at beginning of the year
Cash and cash equivalents at end of the year
25
(926)
173
1,108
950
75
79
32
(7)
1,484
(444)
(245)
578
1,373
7
(192)
1,188
(63)
(77)
705
(652)
(1,323)
-
(1,410)
(300)
(300)
(522)
1,692
1,170
The Notes on pages 24 to 67 form an integral part of these consolidated financial statements.
782
144
-
-
49
54
17
(10)
1,036
(226)
(156)
362
1,016
10
(127)
899
(254)
(109)
-
-
(30)
(393)
(400)
(400)
106
1,586
1,692
plc annual report 2013 23
24
plc annual report 2013
> Notes to the consolidated financial statements
for the year ended 31 December 2013
1. General information
Learning Technologies Group plc (“the Company’’)
and its subsidiaries (together, “the Group’’) provide
a range of e-learning services and technologies
to corporate clients. The principal activity of the
Company is that of a holding company for the
Group as well as performing all administrative,
corporate finance, strategic and governance
functions of the Group.
The Company is a public limited company,
which is listed on the AIM Market of the London
Stock Exchange and domiciled in England and
incorporated and registered in England and Wales.
The address of its registered office is 52 Old Steine,
Brighton, East Sussex, BN1 1NH. The registered number
of the Company is 07176993.
2. Summary of significant
accounting policies
The principal accounting policies applied in
the preparation of these consolidated financial
statements are set out below. These policies have
been consistently applied unless otherwise stated.
a) Basis of preparation
The consolidated financial statements
of Learning Technologies Group plc have been
prepared in accordance with International
Financial Reporting Standards as adopted by
the European Union (IFRSs as adopted by the
EU), issued by the International Accounting
Standards Board (IASB), including interpretations
issued by the International Financial Reporting
Interpretations Committee (IFRIC), and the
Companies Act 2006 applicable to companies
reporting under IFRS. The consolidated financial
statements have been prepared under the
historical cost convention, as modified for any
financial assets which are stated at fair value
through profit or loss. The consolidated financial
statements of Learning Technologies Group
plc are presented in pounds sterling, which
is the presentation currency for the consolidated
financial statements. The functional currency
of each of the group entities is the local currency
of each individual entity as disclosed in Note
12 and figures have been rounded to the
nearest thousand.
The preparation of financial statements
in conformity with IFRS requires the use of certain
critical accounting estimates. It also requires
management to exercise its judgment in the
process of applying the Group’s accounting
policies. The areas involving a higher degree
of judgement and complexity, or areas where
assumptions and estimates are significant to the
consolidated financial statements are disclosed
in Note 3.
On 8 November 2013 the Company, then
named In-Deed Online plc, became the legal
parent of Epic Group Limited. The consolidated
financial statements are presented as proforma
to present the substance of the transaction.
The comparative results to 31 December 2012
represent the consolidated position of Epic Group
Limited prior to the reverse acquisition.
This transaction is deemed outside the scope
of IFRS 3 (Revised 2008) and not considered
a business combination because the Directors
have made a judgement that prior to the
transaction, In-Deed Online plc was not
a business under the definition of IFRS 3 Appendix
A and the application guidance in IFRS 3.B7-
B12 due to In-Deed Online plc being a shell
company that had no processes or capability
for outputs (IFRS 3.B7).
On this basis, the Directors have developed
an accounting policy for this transaction,
applying the principles set out in IAS 8.10-12,
in that the policy adopted is:
plc annual report 2013 25
> Notes to the consolidated financial statements
for the year ended 31 December 2013 continued
relevant to the users of the financial
information;
more representative of the financial position,
performance and cash flows of the Group;
reflects the economic substance of the
transaction, not merely the legal form; and
free from bias, prudent and complete
in all material aspects.
The accounting policy adopted by the Directors
applies the principles of IFRS 3 in identifying the
accounting acquirer and the presentation
of the consolidated financial statements of the
legal parent (Learning Technologies Group plc)
as a continuation of the accounting acquirer’s
financial statements (Epic Group Limited).
This policy reflects the commercial substance
of this transaction as follows:
the original shareholders of the subsidiary
undertakings are the most significant
shareholders post initial public offering,
owning 92.45 per cent of the issued share
capital; and
the cash consideration paid as part of the
initial public offering returned equity to the
original shareholders of the legal subsidiary
undertaking and as a consequence diluted
their shareholding.
Accordingly, the following accounting treatment
and terminology has been applied in respect
of the reverse acquisition:
the assets and liabilities of the legal subsidiary
Epic Group Limited are recognised and
measured in the Group financial statements
at the pre-combination carrying amounts,
without reinstatement to fair value;
the retained earnings and other equity
balances recognised in the Group financial
statements reflect the retained earnings
and other equity balances of Epic Group
Limited immediately before the business
combination, and the results of the year from
1 January 2013 to the date of the business
combination are those of Epic Group Limited.
However, the equity structure appearing in
the Group financial statements reflects the
equity structure of the legal parent, including
the equity instruments issued under the share
for share exchange to effect the business
combination; the cost of the combination has
been determined from the perspective of Epic
Group Limited.
The fair value of the shares in Epic Group Limited
has been determined from the admission price
of Learning Technologies Group plc shares
on re-admission to trading on AIM for 9 pence
per share. The value of the consideration shares
was £22,950,000. The fair value of the notional
number of equity instruments that the legal
subsidiary would have had to have issued
to the legal parent to give the owners of the
legal parent the same percentage ownership
in the combined entity is 7.41 per cent of the
market value of the shares after issues, being
£1,836,000. The difference between the notional
consideration paid by Learning Technologies
Group plc for Epic Group Limited and the
Learning Technologies Group plc net assets
acquired of £728,000 has been charged to the
Consolidated Statement of Comprehensive
Income as a deemed cost of listing amounting
to £1,108,000 with a corresponding entry to the
reverse acquisition reserve.
Transaction costs of equity transactions relating
to the issue and re-admission of the Company’s
shares are accounted for as a deduction from
equity where they relate to the issue of new
shares and listing costs are charged to the Group
Income Statement.
26
plc annual report 2013
> Notes to the consolidated financial statements
for the year ended 31 December 2013 continued
The consolidated financial statements
are presented as proforma to present the
substance of the transaction. The comparative
results to 31 December 2012 represent the
consolidated position of Epic Group Limited
prior to the reverse acquisition.
The individual financial information of each
group entity is measured and presented
in the currency of the primary economic
environment in which the entity operates
(its functional currency). The consolidated
financial information of the Group is presented
in Pounds Sterling, which is the presentation
currency for the Group. The functional currency
of each of the group entities is the local currency
of each individual entity.
Adoption of new and revised International
Financial Reporting Standards
The following new and revised Standards and
Interpretations have been adopted in the current
year and have affected the presentation and
disclosures reported in these financial statements.
Details of other Standards and Interpretations
adopted in these financial statements but that
have had no effect on presentation or disclosures
reported are set out in (ii) below.
(i) Standards and interpretations affecting the
presentation and disclosure in the financial
statements
IFRS 11 ‘Joint arrangements’ focuses on the
rights and obligations of the parties to the
arrangement rather than its legal form. There
are two types of joint arrangements: joint
operations and joint ventures. Joint operations
arise where the investors have rights to the
assets and obligations for the liabilities
of an arrangement. A joint operator accounts
for its share of the assets, liabilities, revenue and
expenses. Joint ventures arise where the investors
have rights to the net assets of the arrangement;
joint ventures are accounted for under the equity
method. Proportional consolidation of joint
arrangements is no longer permitted.
IFRS 12 ‘Disclosures of interests in other entities’
includes the disclosure requirements for all
forms of interests in other entities, including joint
arrangement.
(ii) Standards and interpretations adopted
with no effect on the financial statements
Amendment to IAS 1, ‘Financial statement
presentation’ regarding other comprehensive
income – The main change resulting from
these amendments is a requirement for
entities to group items presented in ‘other
comprehensive income’ on the basis of whether
they are potentially reclassifiable to profit or loss
subsequently (reclassification adjustments).
IFRS 10 ‘Consolidated financial statements’
builds on existing principles by identifying the
concept of control as the determining factor
in whether an entity should be included within
the consolidated financial statements of the
Parent Company. The standard provides
additional guidance to assist in the determination
of control where this is difficult to assess.
IFRS 13, ‘Fair value measurement’, aims
to improve consistency and reduce complexity
by providing a precise definition of fair value
and a single source of fair value measurement
and disclosure requirements for use across IFRSs.
The requirements do not extend the use of fair
value accounting but provide guidance
on how it should be applied where its use
is already required or permitted by other
standards within IFRSs.
plc annual report 2013 27
> Notes to the consolidated financial statements
for the year ended 31 December 2013 continued
Financial instruments: Recognition and
Measurement Amendment to IAS 39 ‘Novation
of derivatives’ (effective from 1 January 2014) –
This amendment provides relief from
discontinuing hedge accounting when novation
of a hedging instrument to a central counter
party meets specified criteria.
IFRIC 21, ‘Levies’ (effective from 1 January
2014) – This is an interpretation of IAS 37,
‘Provisions, contingent liabilities and contingent
assets’. IAS 37 sets out criteria for the recognition
of a liability, one of which is the requirement
for the entity to have a present obligation
as a result of a past event (known
as an obligating event). This interpretation
clarifies that the obligating event that gives
to a liability to pay a levy is the activity
described in the relevant legislation that
triggers the payment of the levy.
IFRS 9, ‘Financial instruments’ (effective
date left open pending the finalisation
of the impairment and classification and
measurement requirements) – IFRS 9 is the
first standard issued as part of a wider project
to replace IAS 39. IAS 9 retains but simplifies
the mixed measurement model and
establishes two primary measurement
categories for financial assets: amortised
cost and fair value. The basis of classification
depends on the entity’s business model and the
contractual cash characteristics of the financial
asset. The guidance in IAS 39 on impairment
of financial assets and hedge accounting
continues to apply.
(iii) Standards, amendments and interpretations
to published standards not yet effective
At the date of approval of the consolidated
financial statements, the following standards
and interpretations which have not been applied
in the consolidated financial statements were
in issue but not yet effective (and in some cases
had not yet been adopted by the EU). The
transfer to these new or revised standards and
interpretations is not expected to have a material
impact on the consolidated financial statements
of the Group in future periods.
Amendment to IAS 32, ‘Financial instruments:
Presentation’, on asset and liability offsetting
(effective from 1 January 2014) – These
amendments are to the application guidance
in IAS 32 and clarify some of the requirements
for offsetting financial assets and financial
liabilities on the balance sheet.
Amendments to IFRS 10, 12 and IAS27
on consolidation for investment entities
(effective from 1 January 2014 although
early adoption could be applied) – These
amendments mean that many funds and
similar entities will be exempt from consolidating
most of their subsidiaries. Instead, they will
measure them at fair value through profit
or loss. The amendments give an exception
to entities that meet an ‘investment entity’
definition and which display particular
characteristics. Changes have also been
made to IFRS 12 to introduce disclosures that
an investment entity needs to make.
Amendment to IAS 36, ‘Impairment of assets’
on recoverable amount disclosures (effective
from 1 January 2014) – This amendment
addresses the disclosure of information about
the recoverable amount of impaired assets
if that amount is based on fair value less costs
of disposal.
28
plc annual report 2013
> Notes to the consolidated financial statements
for the year ended 31 December 2013 continued
(b) Basis of consolidation
A subsidiary is defined as an entity over which
the Group has control. The Group controls
an entity when the Group is exposed to,
or has rights to, variable returns from its
involvement with the entity and has the ability
to affect those returns through its power over
the entity. Subsidiaries are fully consolidated from
the date on which control is transferred to the
Group. They are deconsolidated from the date
that control ceases.
The basis of consolidation of the acquisition
of Epic Group Limited by the Company
is described in the basis of preparation above
in Note 2(a). The substance of the share for share
acquisition of Epic Performance Improvement
Limited and its subsidiary companies by Epic
Group Limited on 10 May 1996 was that of
a re-organisation of entities which were under
common control. As such, that combination
also falls outside the scope of IFRS 3 ‘Business
Combinations’ (Revised 2008). The Directors
have, therefore, decided that it is appropriate
to reflect the combination using the merger basis
of accounting in order to give a true and fair
view. No fair value adjustments were made
as a result of that combination.
Business combinations other than noted above
are accounted for under the acquisition method.
Under the acquisition method, the results
of the subsidiaries acquired or disposed of are
included from the date of acquisition or up
to the date of disposal. At the date of acquisition,
the fair values of the subsidiaries’ net assets are
determined and these values are reflected in the
consolidated financial statements. The cost of
acquisition is measured at the aggregate of the
fair values, at the date of exchange, of assets
given, liabilities incurred or assumed, and equity
instruments issued by the Group in exchange for
control of the acquiree, plus any costs directly
attributable to the business combination.
Any excess of the purchase consideration
of the business combination over the fair value
of the identifiable assets and liabilities acquired
is recognised as goodwill. Goodwill, if any, is not
amortised but reviewed for impairment at least
annually. If the consideration is less than the
fair value of assets and liabilities acquired, the
difference is recognised directly in the statement
of comprehensive income.
Acquisition-related costs are expensed
as incurred.
Intra-group transactions, balances and
unrealised gains on transactions are eliminated;
unrealised losses are also eliminated unless
cost cannot be recovered. Where necessary,
adjustments are made to the financial
statements of subsidiaries to ensure consistency
of accounting policies with those of the Group.
(c) Joint arrangements
The Group has applied IFRS 11 to all joint
arrangements as of 1 January 2012. Under
IFRS 11 investments in joint arrangements are
classified as either joint operations or joint
ventures depending on the contractual rights
and obligations of each investor. The Company
has assessed the nature of its joint arrangements
and determined them to be joint ventures which
are accounted for using the equity method.
Under the equity method of accounting, interests
in joint ventures are initially recognised at cost
and adjusted thereafter to recognise the Group’s
share of the post-acquisition profits or losses and
movements in other comprehensive income.
When the Group’s share of losses in a joint
venture equals or exceeds its interests in the joint
ventures, the Group does not recognise further
losses, unless it has incurred obligations or made
payments on behalf of joint ventures.
plc annual report 2013 29
> Notes to the consolidated financial statements
for the year ended 31 December 2013 continued
Unrealised gains on transactions between
the Group and its joint ventures are eliminated
to the extent of the Group’s interest in the joint
ventures. Unrealised losses are also eliminated
unless the transaction provides evidence of an
impairment of the asset transferred. Accounting
policies of the joint ventures have been changed
where necessary to ensure consistency with the
policies adopted by the Group.
(d) Intangible assets
Research and development expenditure
Research expenditure is recognised
as an expense when it is incurred.
Development expenditure is recognised
as an expense except that costs incurred
on development projects are capitalised
as long-term assets to the extent that such
expenditure is expected to generate future
economic benefits. Development expenditure
is capitalised if, and only if, an entity can
demonstrate all of the following:
(i) its ability to measure reliably the expenditure
attributable to the asset under development;
(ii) the product or process is technically
and commercially feasible;
(iii) its future economic benefits are probable;
(iv) its ability to use or sell the developed
asset; and
Capitalised development expenditure
is amortised on a straight-line method over
a period of 3 years when the products
or services are ready for sale or use. In the event
that it is no longer probable that the expected
future economic benefits will be recovered, the
development expenditure is written down
to its recoverable amount.
(e) Functional and foreign currencies
(i) Functional and presentation currency
The individual financial statements of each entity
in the Group are presented in the currency of
the primary economic environment in which the
entity operates, which is the functional currency.
The consolidated financial statements are
presented in Pounds Sterling, which is the Group’s
presentation currency.
(ii) Transactions and balances
Transactions in foreign currencies are converted
into the respective functional currencies on
initial recognition, using the exchange rates
approximating those ruling at the transaction
dates. Monetary assets and liabilities at the end
of the reporting period are translated at the rates
ruling as of that date. Non-monetary assets and
liabilities are translated using exchange rates
that existed when the values were determined.
All exchange differences are recognised in profit
or loss.
(v) the availability of adequate technical,
(iii) Foreign operations
financial and other resources to complete
the asset under development.
Capitalised development expenditure
is measured at cost less accumulated
amortisation and impairment losses,
if any. Development expenditure initially
recognised as an expense is not recognised
as assets in subsequent periods.
Assets and liabilities of foreign operations
are translated to Pounds Sterling at the rates
of exchange ruling at the end of the reporting
period. Revenues and expenses of foreign
operations are translated at exchange rates
ruling at the dates of the transactions.
All exchange differences arising from translation
are taken directly to other comprehensive
30
plc annual report 2013
> Notes to the consolidated financial statements
for the year ended 31 December 2013 continued
income and accumulated in equity under the
foreign exchange translation reserve. On the
disposal of a foreign operation, the cumulative
amount recognised in other comprehensive
income relating to that particular foreign
operation is reclassified from equity to profit
or loss.
Goodwill and fair value adjustments arising from
the acquisition of foreign operations are treated
as assets and liabilities of the foreign operations
and are recorded in the functional currency
of the foreign operations and translated at the
closing rate at the end of the reporting period.
Exchange differences are recognised in other
comprehensive income.
(f) Financial instruments
Financial instruments are recognised in the
statements of financial position when the Group
has become a party to the contractual provisions
of the instruments.
Financial instruments are classified as liabilities
or equity in accordance with the substance
of the contractual arrangement. Interest,
dividends, gains and losses relating to a financial
instrument classified as a liability are reported
as an expense or income. Distributions to holders
of financial instruments classified as equity are
charged directly to equity.
Financial instruments are offset when the Group
has a legally enforceable right to offset and
intends to settle either on a net basis or to realise
the asset and settle the liability simultaneously.
A financial instrument is recognised initially
at its fair value plus, in the case of a financial
instrument not at fair value through profit or loss,
transaction costs that are directly attributable
to the acquisition or issue of the financial
instrument.
Financial instruments recognised in the
statements of financial position are disclosed
in the individual policy statement associated
with each item.
Financial assets are de-recognised when the
contractual rights to receive cash flows from
the financial assets have expired or have been
transferred and the Group has transferred
substantially all the risks and rewards of
ownership. On de-recognition of a financial asset
in its entirety, the difference between the carrying
amount and the sum of the consideration
received and any cumulative gain or loss that
had been recognised in other comprehensive
income is recognised in profit or loss.
i) Financial assets
On initial recognition, financial assets are
classified as either financial assets at fair
value through profit or loss, held-to-maturity
investments, loans and receivables financial
assets, or available-for-sale financial assets,
as appropriate.
The Group classifies its financial assets as loans
and receivables. The classification depends
on the purpose for which the financial assets
were acquired. Management determines
the classification of its financial assets
at initial recognition.
Loans and receivables financial assets
Trade receivables and other receivables that
have fixed or determinable payments that are
not quoted in an active market are classified
as loans and receivables financial assets. Loans
and receivables financial assets are measured
at amortised cost using the effective interest
method, less any impairment loss. Interest
income is recognised by applying the effective
interest rate, except for short-term receivables
when the recognition of interest would be
plc annual report 2013 31
> Notes to the consolidated financial statements
for the year ended 31 December 2013 continued
immaterial. The Group’s loans and receivables
financial assets comprise ‘trade and other
receivables’ and cash and cash equivalents
included in the consolidated statement
of financial position.
Financial assets at fair value through
profit or loss
There were no financial assets classified
under this category.
A financial liability is derecognised when the
obligation under the liability is discharged,
cancelled or expires. When an existing financial
liability is replaced by another from the same
party on substantially different terms, or the terms
of an existing liability are substantially modified,
such an exchange or modification is treated
as a derecognition of the original liability and the
recognition of a new liability, and the difference
in the respective carrying amounts is recognised
in the profit or loss.
Held-to-maturity investments
(iii) Equity instruments
Ordinary shares are classified as equity.
Incremental costs directly attributable to the
issue of new shares or options are shown in equity
as a deduction, net of tax, from proceeds.
Dividends on ordinary shares are recognised
as liabilities when approved for appropriation.
There were no financial assets classified
under this category.
Available-for-sale financial assets
There were no financial assets classified
under this category.
ii) Financial liabilities
Financial liabilities are recognised when,
and only when, the Group becomes a party
to the contractual provisions of the financial
instrument.
All financial liabilities are recognised initially
at fair value plus directly attributable transaction
costs and subsequently measured at amortised
cost using the effective interest method other
than those categorised as fair value through
profit or loss.
Fair value through profit or loss category
comprises financial liabilities that are either
held for trading or are designated to eliminate
or significantly reduce a measurement
or recognition inconsistency that would otherwise
arise. Derivatives are also classified as held for
trading unless they are designated as hedges.
There were no financial liabilities classified under
this category.
32
plc annual report 2013
plc annual report 2013 33
> Notes to the consolidated financial statements
for the year ended 31 December 2013 continued
(g) Property, plant and equipment
Property, plant and equipment are stated
at cost less accumulated depreciation and
impairment losses, if any. The cost of an item
of property, plant and equipment initially
recognised includes its purchase price and any
cost that is directly attributable to bringing the
asset to the location and condition necessary
for it to be capable of operating in the manner
intended by management.
Depreciation is calculated under the straight-
line method to write off the depreciable amount
of the assets over their estimated useful lives.
Depreciation of an asset does not cease when
the asset becomes idle or is retired from active
use unless the asset is fully depreciated. The
principal annual rates used for this purpose are:
Computer equipment
33.33%
Furniture and fittings
Office equipment
Leasehold
improvements
20%
20%
over the remaining
life of the lease
The depreciation method, useful lives and
residual values are reviewed, and adjusted
if appropriate, at the end of each reporting
period to ensure that the amounts, method
and periods of depreciation are consistent
with previous estimates and the expected pattern
of consumption of the future economic benefits
embodied in the items of the property, plant
and equipment.
Subsequent costs are included in the asset’s
carrying amount or recognised as a separate
asset, as appropriate, only when the cost
is incurred and it is probable that the future
economic benefits associated with the asset will
flow to the Group and the cost of the asset can
be measured reliably. The carrying amount of
parts that are replaced is derecognised.
The costs of the day-to-day servicing of property,
plant and equipment are recognised in profit
or loss as incurred. Cost also comprises the initial
estimate of dismantling and removing the asset
and restoring the site on which it is located for
which the Group is obligated to incur when the
asset is acquired, if applicable.
An item of property, plant and equipment
is derecognised upon disposal or when
no future economic benefits are expected
from its use or disposal. The gain or loss
on retirement or disposal is determined
as the difference between any sales proceeds
and the carrying amounts of the asset and
is recognised in the income statement within
“other income/(expenses)’’. Any revaluation
reserve included in equity is transferred directly
to retained profits on retirement or disposal
of the asset.
(h) Long term contracts
The amount of profit attributable to the
stage of completion of a long-term contract
is recognised when the outcome of the
contract can be foreseen with reasonable
certainty. Revenue for such contracts is stated
at cost appropriate to their stage of completion
plus attributable profits, less amounts recognised
in previous years. Provision is made for any
losses as soon as they are foreseen.
Contract work in progress is stated
at costs incurred, less those amounts
transferred to profit or loss, after deducting
foreseeable losses and payments on account
not matched with revenue.
Amounts recoverable on contracts are included
in current assets and represent revenue
recognised in excess of payments on account.
34
plc annual report 2013
> Notes to the consolidated financial statements
for the year ended 31 December 2013 continued
(i) Impairment
(i) Impairment of financial assets
All financial assets (other than those categorised
at fair value through profit or loss), are
assessed at the end of each reporting period
as to whether there is any objective evidence
of impairment as a result of one or more events
having an impact on the estimated future cash
flows of the asset.
An impairment loss in respect of loans and
receivables financial assets is recognised
in profit or loss and is measured as the difference
between the asset’s carrying amount and the
present value of estimated future cash flows,
discounted at the financial asset’s original
effective interest rate.
In a subsequent period, if the amount of the
impairment loss decreases and the decrease
can be related objectively to an event occurring
after the impairment was recognised,
the previously recognised impairment loss
is reversed through profit or loss to the extent that
the carrying amount of the asset at the date the
impairment is reversed does not exceed what
the amortised cost would have been had the
impairment not been recognised.
(ii) Impairment of non-financial assets
The carrying values of assets, other than those
to which IAS 36 – ‘Impairment of Assets’ does not
apply, are reviewed at the end of each reporting
period for impairment when there is an indication
that the assets might be impaired. Impairment
is measured by comparing the carrying values
of the assets with their recoverable amounts.
The recoverable amount of the assets is the
higher of the assets’ fair value less costs to sell
and their value in use, which is measured by
reference to discounted future cash flow.
An impairment loss is recognised in profit
or loss immediately.
In respect of assets other than goodwill,
and when there is a change in the estimates
used to determine the recoverable amount,
a subsequent increase in the recoverable
amount of an asset is treated as a reversal
of the previous impairment loss and is recognised
to the extent of the carrying amount of the
asset that would have been determined (net
of amortisation and depreciation) had no
impairment loss been recognised. The reversal
is recognised in profit or loss immediately.
(j) Income taxes
Income tax for each reporting period comprises
current and deferred tax.
Current tax is the expected amount of income
taxes payable in respect of the taxable profit
for the year and is measured using the tax
rates that have been enacted or substantively
enacted at the end of the reporting period.
Deferred tax is provided in full, using the liability
method, on temporary differences arising
between the tax bases of assets and liabilities
and their carrying amounts in the financial
statements.
Deferred tax liabilities are recognised for
all taxable temporary differences other than
those that arise from goodwill or excess
of the acquirer’s interest in the net fair value
of the acquiree’s identifiable assets, liabilities
and contingent liabilities over the business
combination costs or from the initial recognition
of an asset or liability in a transaction which
is not a business combination and, at the time
of the transaction, affects neither accounting
profit nor taxable profit.
plc annual report 2013 35
> Notes to the consolidated financial statements
for the year ended 31 December 2013 continued
Deferred tax assets are recognised for
all deductible temporary differences,
unused tax losses and unused tax credits
to the extent that it is probable that future
taxable profits will be available against which
the deductible temporary differences, unused
tax losses and unused tax credits can be utilised.
The carrying amounts of deferred tax assets are
reviewed at the end of each reporting period
and reduced to the extent that it is no longer
probable that sufficient future taxable profits will
be available to allow all or part of the deferred
tax assets to be utilised.
Deferred tax assets and liabilities are measured
at the tax rates that are expected to apply in the
period when the asset is realised or the liability
is settled, based on the tax rates that have been
enacted or substantively enacted at the end
of the reporting period.
Deferred tax assets and liabilities are offset when
there is a legally enforceable right to set off
current tax assets against current tax liabilities
and when the deferred income taxes relate
to the same taxation authority.
Unrecognised deferred tax assets are reassessed
at each reporting date and are recognised
to the extent that it has become probable that
future taxable profit will allow deferred tax assets
to be recovered.
Deferred tax relating to items recognised outside
profit or loss is recognised outside profit or loss.
Deferred tax items are recognised in correlation
to the underlying transactions either in other
comprehensive income or directly in equity.
Deferred tax arising from a business combination
is included in the resulting goodwill or excess
of the acquirer’s interest in the net fair value
of the acquiree’s identifiable assets, liabilities
and contingent liabilities over the business
combination costs.
(k) Cash and cash equivalents
Cash and cash equivalents comprise cash
in hand, bank balances, deposits with financial
institutions and short-term, highly liquid
investments that are readily convertible
to known amounts of cash and which are subject
to an insignificant risk of changes in value.
(l) Employee benefits
(i) 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.
(ii) Defined contribution plans
A defined contribution plan is a pension plan
under which the Group pays fixed contributions
into a separate entity. The Group has no legal
or constructive obligations to pay further amounts
if the fund does not hold sufficient assets to pay
all employees the benefits relating to employee
service in the current and prior periods. The
Group’s contributions to defined contribution
plans are recognised in profit or loss in the period
to which they relate.
(m) Provisions, contingent liabilities and
contingent assets
Provisions are recognised when the Group has
a present or constructive obligation as a result
of past events, when it is probable that an outflow
of resources embodying economic benefits will
be required to settle the obligation, and when
a reliable estimate of the amount can be made.
Provisions are reviewed at the end of each
financial reporting period and adjusted to reflect
the current best estimate. Where the effect of the
time value of money is material, the provision
is the present value of the estimated expenditure
required to settle the obligation.
36
plc annual report 2013
> Notes to the consolidated financial statements
for the year ended 31 December 2013 continued
A contingent liability is a possible obligation
that arises from past events and whose existence
will only be confirmed by the occurrence
of one or more uncertain future events not
wholly within the control of the Group. 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 financial
statements. 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 probable 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
Group. The Group does not recognise contingent
assets but discloses its existence where inflows
of economic benefits are probable, but not
virtually certain.
(n) Related parties
A party is related to an entity if:
(i) directly, or indirectly through one or more
intermediaries, the party:
controls, is controlled by, or is under common
control with, the entity (this includes parents,
subsidiaries and fellow subsidiaries);
has an interest in the entity that gives
it significant influence over the entity; or
has joint control over the entity;
(ii) the party is an associate of the entity;
(iii) the party is a joint venture in which the
entity is a venturer;
(iv) the party is a member of the key
management personnel of the entity
or its parent;
(v) the party is a close member of the family
of any individual referred to in (i) or (iv);
(vi) the party is an entity that is controlled, jointly
controlled or significantly influenced by,
or for which significant voting power in such
entity resides with, directly or indirectly, any
individual referred to in (iv) or (v); or
(vii) the party is a post-employment benefit plan
for the benefit of employees of the entity,
or of any entity that is a related party
of the entity.
Close members of the family of an individual
are those family members who may be
expected to influence, or be influenced by,
that individual in their dealings with the entity.
(o) Revenue and other income
(i) Services
Revenue is recognised on the percentage
of completion method unless the outcome
of the contract cannot be reliably determined,
in which case contract revenue is only
recognised to the extent of contract costs
incurred that are recoverable. Foreseeable
losses, if any, are provided for in full as and when
it can be reasonably ascertained that
the contract will result in a loss.
The stage of completion is determined based
on the proportion of contract costs incurred
compared to total estimated contract costs.
(ii) Interest income
Interest income is recognised as other income
on an accruals basis based on the effective yield
on the investment.
plc annual report 2013 37
> Notes to the consolidated financial statements
for the year ended 31 December 2013 continued
(p) Operating segments
(r) Leases
Leases are classified as finance leases whenever
the terms of the lease transfer substantially all the
risks and rewards of ownership to the lessee.
All other leases are classified as operating leases.
Operating lease payments are recognised
as an expense on a straight-line basis over the
lease term, except where another systematic
basis is more representative of the time pattern
in which economic benefits from the leased
asset are consumed.
There were no leases classified under the
category of finance leases.
An operating segment is a component
of the Group that engages in business activities
from which it may earn revenues and incur
expenses, including revenues and expenses
that relate to transactions with any of the Group’s
other components. An operating segment’s
operating results are reviewed regularly
by the chief operating decision maker
to make decisions about resources
to be allocated to the segment and assess
its performance, and for which discrete
financial information is available.
(q) Share-based payment arrangements
Equity-settled share-based payments
to employees and others providing similar
services are measured at the fair value of the
equity instruments at the grant date. Details
regarding the determination of the fair value
of equity-settled share-based transactions
are set out in Note 28 to the consolidated
financial statements.
The fair value determined at the grant date
of the equity-settled share-based payments
is expensed on a straight-line basis over the
vesting period, based on the Group’s estimate
of equity instruments that will eventually vest,
with a corresponding increase in equity. At the
end of each reporting period, the Group revises
its estimate of the number of equity instruments
expected to vest. The impact of the revision
of the original estimates, if any, is recognised
in profit or loss such that the cumulative
expense reflects the revised estimate, with a
corresponding adjustment to other reserves.
38
plc annual report 2013
plc annual report 2013 39
> Notes to the consolidated financial statements
for the year ended 31 December 2013 continued
3. Summary of critical accounting
Revenue recognition
estimates and judgements
The preparation of financial information
in conformity with IFRS requires the use of certain
critical accounting estimates. It also requires the
Directors to exercise their judgement in the
process of applying the accounting policies
which are detailed above. These judgements
are continually evaluated by the Directors and
management and are based on historical
experience and other factors, including expectations
of future events that are believed to be reasonable
under the circumstances.
The key estimates and underlying assumptions
concerning the future and other key sources of
estimation uncertainty at the statement of financial
position date, that have a significant risk of causing
a material adjustment to the carrying amounts of
assets and liabilities within the next financial period,
are reviewed on an ongoing basis. Revisions to
accounting estimates are recognised in the period
in which the estimate is revised if the revision affects
only that period, or in the period of the revision and
future periods if the revision affects both current and
future periods.
Basis of consolidation
The Directors consider that the share for share
exchange between Indeed-Online plc and Epic
Group Limited to be a reverse acquisition as Epic
Group is considered to be the acquirer. Further
details of the basis of consolidation and how
the Directors developed the most appropriate
accounting policy are outlined in the basis of
consolidation within accounting policy Note 2(b).
The difference between the consideration shares
transferred in the combination (“Consideration
Shares’’) and the fair value of the net assets acquired
has been charged to the consolidated statement
of income as a deemed cost of listing.
The Group recognises revenue from service
contracts to customers.
Revenue is recognised on the percentage
of completion method unless the outcome
of the contract cannot be reliably determined,
in which case contract revenue is only recognised
to the extent of contract costs incurred that are
considered to be recoverable. Foreseeable losses,
if any, are provided for in full as and when it can be
reasonably ascertained that the contract will result
in a loss.
The stage of completion is determined based
on the proportion of contract costs incurred
compared to total estimated contract costs.
In making its judgement, management considered
the detailed criteria for the recognition of revenue set
out in IAS 18 ‘Revenue’. The Directors are satisfied that
the significant risks and rewards are transferred and
that the recognition of revenue over the duration
of a contract is appropriate.
Amounts recoverable on contracts
Amounts recoverable on contracts are stated
at costs incurred, less those transferred to profit
or loss, after deducting foreseeable losses and
payments on account not matched with revenue.
The amount of profit attributable to the stage of
completion of a long-term contract is recognised
when the outcome of the contract can be foreseen
with reasonable certainty. Revenue for such
contracts is stated at cost appropriate to their stage
of completion plus attributable profits, less amounts
recognised in previous years. Provision is made
for any losses as soon as they are foreseen.
In making its judgement, management considers
estimates of anticipated revenues and costs
from each contract and monitors the need
for any provisions for losses arising from adjustments
to underlying assumptions if this indicates
it is appropriate.
40
plc annual report 2013
> Notes to the consolidated financial statements
for the year ended 31 December 2013 continued
Recovery of development expenditure
Development expenditure is recognised
as an expense except that costs incurred
on development projects are capitalised as long-
term assets to the extent that such expenditure is
expected to generate future economic benefits.
In making its judgement, management considered
the detailed criteria set out in IAS 38 ‘Intangible
Assets’. Management considers estimates of
anticipated revenues from the asset and monitors
the need for any impairment adjustments arising
from changes to underlying assumptions if future
market activity indicates this is appropriate.
4. Segment analysis
IFRS 8 requires operating segments to be identified
on the basis of internal reports about components
of the Group that are regularly reviewed by the chief
operating decision maker (which takes the form
of the Board of Directors of the Company)
as defined in IFRS 8, in order to allocate resources
to the segment and to assess its performance.
The Directors of the Company consider the
principal activity of the Group to be the production
of interactive multimedia programmes, and to
consummate one reportable segment, that of the
production of interactive multimedia programmes.
A majority of sales were generated by the operations
in the United Kingdom in each of the two years
ended 31 December 2013.
All other segments primarily comprise income
and expenses relating to the Group’s administrative
functions. Interest income and interest expense
are not allocated to segments, as this type of
activity is driven by the central treasury function,
which manages the cash position of the Group.
Accordingly, this information is not separately
reported to the Board of Directors.
Geographical information
All revenues of the Group are derived from
its principal activity, the production of interactive
multimedia programmes. The Group’s revenue from
external customers and net assets by geographical
location are detailed below.
Information about major customers
In the year ended 31 December 2013, one
customer generated revenues of £760,000 and
in the year ended 31 December 2012, one customer
generated revenues of £973,000. No other customers
accounted for more than 10 per cent of reported
revenues.
31 December 2013
Revenue
Net assets
31 December 2012
Revenue
Net assets
UK
£’000
6,534
1,365
6,665
1,857
Europe
£’000
America
£’000
Other
£’000
808
-
248
-
215
123
26
24
-
-
6
32
Proforma
Total
£’000
7,557
1,488
6,945
1,913
plc annual report 2013 41
> Notes to the consolidated financial statements
for the year ended 31 December 2013 continued
5. Loss/(profit) before taxation
Loss/(profit) before taxation is arrived at after charging/(crediting):
Reverse acquisition transaction costs
Deemed cost of listing
Amortisation of intangible assets
Auditors’ remuneration
Other fees payable to auditors:
- Reverse acquisition costs
- Taxation
Bad debts written off
Depreciation of property, plant and equipment
Directors’ fees
Directors’ pension contributions
Staff costs (including Directors):
- salaries, allowances and bonuses
- social security costs
- defined contribution pension plan costs
Rental of office
Rental of equipment
Interest income
Proforma
31 December 2013
£’000
Proforma
31 December 2012
£’000
950
1,108
55
20
47
8
(9)
99
228
2
4,099
423
65
126
-
(7)
-
-
49
11
2
-
2
54
262
2
3,224
385
74
138
-
(10)
42
plc annual report 2013
> Notes to the consolidated financial statements
for the year ended 31 December 2013 continued
6. Staff costs
The average monthly number of employees was:
107
100
Proforma Year
ended 31 December 2013
Proforma Year
ended 31 December 2012
Aggregate remuneration (including Directors):
Short-term employee benefits
Share-based payments
Social security costs
7. Income tax
Current tax expense:
- for the financial year
- under/(over)provision in the previous financial year
Deferred tax assets: (Note 17):
- for the financial year
Deferred tax liabilities: (Note 17):
- for the financial year
Deferred tax (release)/expense
Income tax expense
31 December 2013
£’000
31 December 2012
£’000
4,164
528
423
5,115
3,298
144
385
3,827
Proforma
31 December 2013
£’000
Proforma
31 December 2012
£’000
205
-
205
(28)
5
(23)
182
200
-
200
28
22
50
250
plc annual report 2013 43
> Notes to the consolidated financial statements
for the year ended 31 December 2013 continued
7. Income tax continued
A reconciliation of income tax expense applicable to the (loss)/profit before taxation at the statutory tax rate
to the income tax expense at the effective tax rate of the Group is as follows:
Proforma
31 December 2013
£’000
Proforma
31 December 2012
£’000
(Loss)/profit before taxation
Tax at the applicable statutory tax rates of 23% and 24%
(2012: 24%)
Tax effects of:
Non-deductible expenses
Capital allowances and other short term differences not
recognised for tax purposes
Share-based payments not recognised for tax purposes
Other permanent differences
Overseas losses not subject to UK tax relief
Results of joint venture
Income tax expense for the financial year
(926)
(215)
489
(18)
40
(120)
22
7
205
782
188
(16)
(10)
35
(21)
20
4
200
44
plc annual report 2013
> Notes to the consolidated financial statements
for the year ended 31 December 2013 continued
8. Earnings per share
Basic earnings per share is calculated by dividing the
loss/profit after tax attributable to the equity holders
of the Group by the weighted average number
of shares in issue during the year. Diluted earnings
per share is calculated by adjusting the weighted
average number of shares outstanding to assume
conversion of all potential dilutive shares, namely
share options. The calculation of earnings per share
is based on the following earnings and number
of shares.
In calculating the weighted average number
of ordinary shares outstanding (the denominator
of the earnings per share calculation) during the
period in which the reverse occurs:
(a) The number of ordinary shares outstanding
from the beginning of that period to the
acquisition date shall be computed,
on the basis of the weighted average number
of ordinary shares of the legal acquiree
(accounting acquirer) outstanding during
the period multiplied by the exchange ratio
established in the merger agreement; and
(b) The number of ordinary shares outstanding
from the acquisition date to the end of that
period shall be the actual number of ordinary
shares of the legal acquirer (the accounting
acquiree) outstanding during that period.
The basic earnings per share for each comparative
period before the acquisition date presented in the
consolidated financial statements following a reverse
acquisition shall be calculated by dividing:
(a) The profit or loss of the legal acquiree
attributable to ordinary shareholders
in each of those periods by
(b) The legal acquiree’s historical weighted
average number of ordinary shares
outstanding multiplied by the exchange ratio
established in the acquisition agreement.
A reconciliation is set out on page 45.
plc annual report 2013 45
> Notes to the consolidated financial statements
for the year ended 31 December 2013 continued
(Loss)/profit after tax attributable to owners of the Group:
(1,108)
532
Proforma
31 December 2013
£’000
Proforma
31 December 2012
£’000
Weighted average number of shares:
- Basic
- Diluted
Basic earnings per share (pence)
Diluted earnings per share (pence)
258,138,014
258,138,014
(0.429)
(0.429)
255,000,000
268,766,765
0.209
0.198
Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares
outstanding to assume conversion of all dilutive potential ordinary shares. The Company has share options
that are dilutive potential ordinary shares. The share options in issue during the year to 31 December 2013
are anti-dilutive and, therefore, are not included in the above calculation.
Adjusted earnings per share before deemed cost of listing and costs of acquisition (pence):
(Loss)/profit after tax attributable to owners of the Group:
(1,108)
Adjustments for:
Deemed cost of listing
Costs of acquisition
Adjusted earnings
Weighted average number of shares:
- Basic
- Diluted
Adjusted basic earnings per share (pence)
Adjusted diluted earnings per share (pence)
1,108
950
950
258,138,014
283,746,935
0.368
0.335
532
-
-
532
255,000,000
268,766,765
0.209
0.198
46
plc annual report 2013
> Notes to the consolidated financial statements
for the year ended 31 December 2013 continued
9. Property, plant and equipment
Computer
equipment
£’000
Fixtures
and fittings
£’000
Leasehold
improvements
£’000
Cost
At 1 January 2012 (proforma)
Additions (proforma)
At 31 December 2012 (proforma)
Additions
At 31 December 2013
Accumulated depreciation
At 1 January 2012 (proforma)
Charge for the year (proforma)
At 31 December 2012 (proforma)
Charge for the year (proforma)
At 31 December 2013
Net book value
At 31 December 2012 (proforma)
At 31 December 2013
726
109
835
32
867
669
39
708
10
718
127
149
39
145
184
17
201
37
8
45
66
111
139
90
76
-
76
14
90
69
7
76
3
79
-
11
Total
£’000
841
254
1,095
63
1,158
775
54
829
79
908
266
250
plc annual report 2013 47
> Notes to the consolidated financial statements
for the year ended 31 December 2013 continued
10. Intangible assets – development expenditure
Cost
At 1 January – brought forward
Additions
At 31 December
Accumulated amortisation:
At 1 January – brought forward
Charge for the year
At 31 December
Net book value
At 31 December
Development costs
31 December 2013
£’000
Proforma
31 December 2012
£’000
290
77
367
142
75
217
150
181
109
290
93
49
142
148
Development costs principally comprise expenditure incurred on major software development projects
where it is reasonably anticipated that the costs will be recovered through future commercial activity.
Amortisation
Capitalised development costs are amortised over the estimated useful life of 3 years. The amortisation
charge is recognised in administrative expenses.
48
plc annual report 2013
> Notes to the consolidated financial statements
for the year ended 31 December 2013 continued
11. Business combinations
On 7 November 2013 In-Deed Online plc became
the legal parent of Epic Group Limited by way
of reverse acquisition. The cost of the acquisition
is deemed to have been incurred by Epic Group
Limited, the legal subsidiary in the form of cash and
equity instruments issued to the owners of the legal
parent. This acquisition has been accounted for
as a reverse acquisition as described in Note 2(a),
Basis of Preparation.
The fair value of the shares in Epic Group Limited
has been determined from the admission price
of the Learning Technologies Group plc shares
on re-admission to trading on AIM for 9 pence per
share. The value of the consideration shares was
£22,950,000. The fair value of the notional number
of equity instruments that the legal subsidiary
would have had to have issued to the legal parent
to give the owners of the legal parent the same
percentage ownership in the combined entity
is 7.41 per cent of the market value of the shares
after issues, being £1,836,000. The difference
between the notional consideration paid by Learning
Technologies Group plc for Epic Group Limited
and the Learning Technologies Group plc net
assets acquired of £728,000 has been charged
to the Consolidated Statement of Comprehensive
Income as a deemed cost of listing amounting
to £1,108,000 with a corresponding entry to the
reverse acquisition reserve.
Details of net assets acquired and the deemed cost
of listing are as follows:
Consideration effectively transferred
Less net assets acquired:
Trade and other receivables
Cash and cash equivalents
Trade and other payables
Total net assets acquired
Deemed cost of listing
£’000
1,836
35
705
(12)
728
1,108
plc annual report 2013 49
> Notes to the consolidated financial statements
for the year ended 31 December 2013 continued
12. Subsidiaries of the Group
The principal subsidiaries of the Group, all of which are private companies limited by shares, as at 31 December
2013 are as follows:
Country of Registration
or Incorporation
Principal
activity
Percentage of ordinary
shares held by Company
Epic Group Limited
England and Wales
Holding company
Epic Mobile
Learning Limited
Epic Performance
Improvement Limited
Epic Learning Inc
England and Wales
Mobile e-learning
England and Wales
Bespoke e-learning
USA
Bespoke e-learning
100%
100%
100%
100%
The accounting reference date of each of the subsidiaries is co-terminus with that of the Company.
50
plc annual report 2013
> Notes to the consolidated financial statements
for the year ended 31 December 2013 continued
13. Investments accounted for using the equity method
Investment in joint venture:
Cost of investment
Share of accumulated losses
31 December 2013
£000
Proforma
31 December 2012
£000
49
(49)
-
49
(17)
32
Joint venture
Epic Group Limited acquired a 50% interest in Epic
Brasil Tecnologia Educacional Ltda in November
2011, for a total consideration of 150,000 Brazilian
Real (BRL) payable in two instalments of 50,000
BRL (approximately £19,000) and 100,000 BRL
(approximately £30,000) respectively. The joint
venture is a private company and there is no
quoted market price available for its shares.
The joint venture has share capital consisting solely
of ordinary shares, which are held directly by the
Group. The nature of the investment at 31 December
2012 and 31 December 2013 is listed below.
Name of entity
Epic Brasil Tecnologia
Educacional Ltda
Country of Registration
or Incorporation
Principal
activity
Percentage of ordinary
shares held by Group
Brazil
Bespoke e-learning
50%
The accounting reference date of the joint venture
is co-terminous with that of the Company.
Summarised financial information
for the joint venture
There are no contingent liabilities or commitments
relating to the Group’s interest in the joint venture.
Set out below is summarised financial information
for Epic Brasil Tecnologia Educacional Ltda which
is accounted for using the equity method. The
information reflects the amounts presented in the
financial statements of the joint venture [adjusted
for differences in accounting policies between the
Group and the joint venture where appropriate] and
not the Group’s share of those amounts.
plc annual report 2013 51
> Notes to the consolidated financial statements
for the year ended 31 December 2013 continued
Summarised statement of financial position:
31 December 2013
£’000
31 December 2012
£’000
Non-current assets
Current assets
Cash and cash equivalents
Other current assets
Total current assets
Current liabilities
Financial liabilities (excluding trade payables)
Other current liabilities (including trade payables)
Net (liabilities)/assets
Summarised statement of comprehensive income:
36
117
189
306
-
(404)
(404)
(62)
-
18
74
92
-
(28)
64
64
Revenue
Depreciation and amortisation
Interest expense
Loss from continuing operations
Income tax release
(Loss) for the year
Other comprehensive (expense)/income
Total comprehensive (loss) for the year
Dividends received from joint venture
Year ended
31 December 2013
£’000
Year ended
31 December 2012
£’000
404
-
(2)
(134)
-
(134)
-
(134)
-
114
-
-
(34)
-
(34)
-
(34)
-
52
plc annual report 2013
> Notes to the consolidated financial statements
for the year ended 31 December 2013 continued
Where the Group’s share of losses in a joint venture exceeds its interests in the joint venture, the Group
does not recognise further losses as it has no further obligation to make payments on behalf of the joint
venture. Such losses not recognised in the year ended 31 December 2013 totalled £35,000 (year ended
31 December 2012: £nil).
Reconciliation of summarised financial information:
Opening net assets at 1 January
(Loss) for the year
Foreign exchange differences
Closing net assets/(liabilities)
Interest in joint venture at 50%
Carrying value
14. Trade receivables
Trade receivables
Allowance for impairment losses
Impairment losses:
At 1 January
Additions
Amounts written-back
At year end
31 December 2013
£’000
31 December 2012
£’000
64
(134)
8
(62)
(31)
-
98
(34)
-
64
32
32
31 December 2013
£’000
Proforma
31 December 2012
£’000
1,247
(10)
1,237
10
-
-
10
819
(10)
809
10
-
-
10
The Group’s normal trade credit term is 30 days. Other credit terms are assessed and approved
on a case by case basis.
The fair value of trade receivables approximates their carrying amount as the impact of discounting
is not significant. No interest is charged on overdue receivables.
plc annual report 2013 53
> Notes to the consolidated financial statements
for the year ended 31 December 2013 continued
15. Other receivables, deposits and prepayments
Sundry receivables
Prepayments
16. Amount recoverable on contracts
Cost incurred to date
Attributable profits
Progress billings
Represented by:
Amount owing by contract customers
Amount of contract revenue recognised as revenue
(Note 3)
Amount of contract costs recognised as expenses
17. Deferred tax assets (liabilities)
At 1 January – brought forward
Recognised in profit or loss (Note 7)
At 31 December
31 December 2013
£’000
Proforma
31 December 2012
£’000
-
86
86
7
24
31
31 December 2013
£’000
Proforma
31 December 2012
£’000
1,478
2,038
(2,569)
947
947
7,557
2,978
1,425
1,730
(2,453)
702
702
6,945
2,869
31 December 2013
£’000
Proforma
31 December 2012
£’000
(22)
23
1
28
(50)
(22)
The deferred tax balances relate to temporary differences arising between the tax bases of assets and liabilities
and their carrying amounts in the financial statements. Deferred tax assets are recognised to the extent that
it is probable that the future taxable profits will allow the deferred tax assets to be recovered.
54
plc annual report 2013
> Notes to the consolidated financial statements
for the year ended 31 December 2013 continued
18. Fixed deposits with licensed banks
The weighted average effective interest rates and the maturity periods of the fixed deposits at the end
of reporting periods are as follows:
Weighted average effective interest rates
Maturity periods
31 December 2013
Proforma
31 December 2012
-
-
0.62%
100 days
19. Share capital
The called-up and fully paid share capital of the Company is as follows:
Allotted, called-up and fully paid:
275,825,000 (2012: 20,400,000)
Ordinary shares of £0.00375 each
On 22 October 2013, the Company announced that
it had agreed to acquire the entire issued and to
be issued share capital of Epic Group Limited. The
consideration for the Acquisition was £24,273,254
comprising the issue on 7 November 2013, credited
as fully paid, of 255,000,000 Consideration Shares
to the Epic Shareholders at a price of 9 pence per
ordinary share (amounting to £22,950,000 in total)
and a payment to the Epic Shareholders and to
holders of Epic Shares who acquired those shares
following the exercise of options issued to them
pursuant to the Epic Share Option Scheme of an
aggregate cash consideration of £1,323,254.
31 December 2013
£’000
31 December 2012
£’000
1,034
77
The Acquisition, resulted in In-Deed Online
becoming an operating company instead
of an investing company, and constituted
a reverse takeover under the AIM Rules for
Companies. On the same date, the Company
issued a further 425,000 ordinary shares at 5.882353
per share to satisfy the payment of certain fees
amounting to £25,000 in connection with the
acquisition. A summary of the shares issued
is as follows:
Description
Issues of shares to acquire Epic Group Limited
Shares issued to satisfy payment of fees
Total shares issued
Number of
shares
255,000,000
425,000
255,425,000
Share
capital
£’000
Share
Premium
£’000
956
1
957
21,994
24
Total
£’000
22,950
25
22,018
22,975
plc annual report 2013 55
> Notes to the consolidated financial statements
for the year ended 31 December 2013 continued
A reconciliation of share capital is set out below:
At 1 January 2012
At 31 December 2012 and 1 January 2013
Shares issued during the year
At 31 December 2013
20. Reserves
The foreign exchange reserve represents
cumulative foreign exchange differences arising
from the translation of the financial statements
of foreign subsidiaries and is not distributable
by way of dividends.
The merger relief reserve arose on the acquisition
of Epic Performance Improvement Limited by Epic
Group Limited in 1996, and the Company’s reverse
acquisition of Epic Group Limited.
The share-based payment reserve arises from the
requirement to value share options in existence
at the year end at fair value. Further details
of share options are included at Note 29.
The capital redemption reserve represented the
aggregate nominal value of all the ordinary shares
21. Trade and other payables
Trade payables
Payments received on account
Tax and social security
Accruals and others
Number
of shares
20,400,000
20,400,000
255,425,000
275,825,000
Allotted, called
up and fully paid
£’000
77
77
957
1,034
repurchased and cancelled by Epic Group
Limited and was eliminated on reverse acquisition.
The share premium account represents the
amount received on the issue of ordinary shares
by the Company in excess of their nominal value
and is non-distributable.
The reverse acquisition reserve was created
in accordance with IFRS3 ‘Business Combinations’.
The reserve arises due to the elimination of the
Company’s investment in Epic Group Limited. Since
the shareholders of Epic Group Limited became
the majority shareholders of the enlarged group,
the acquisition is accounted for as though there
is a continuation of the legal subsidiary’s financial
statements. In reverse acquisition accounting, the
business combination’s costs are deemed to have
been incurred by the legal subsidiary.
31 December 2013
£’000
Proforma
31 December 2012
£’000
281
1,217
429
279
2,206
183
689
436
247
1,555
56
plc annual report 2013
> Notes to the consolidated financial statements
for the year ended 31 December 2013 continued
22. Amounts owing to related parties
Amount owing to joint venture:
Current
Non-trade balances
31 December 2013
£’000
Proforma
31 December 2012
£’000
30
30
The amounts owing to related parties are unsecured, interest-free and repayable on demand. The amounts
owing are to be settled in cash.
23. Provisions
Property costs
At 1 January – brought forward
Paid in the year
Recognised in profit or loss
At 31 December
31 December 2013
£’000
Proforma
31 December 2012
£’000
86
(62)
6
30
94
(37)
29
86
The provision relates to the Group’s share of dilapidation costs in respect of costs to be incurred at the end
of property leases.
24. Dividends paid prior to group reconstruction
Interim dividend paid prior to group reconstruction
300
400
Proforma
31 December 2013
£’000
Proforma
31 December 2012
£’000
plc annual report 2013 57
> Notes to the consolidated financial statements
for the year ended 31 December 2013 continued
25. Cash and cash equivalents
For the purpose of the statement of cash flows, cash and cash equivalents comprise the following:
Fixed deposits with licensed banks (Note 18)
Cash and bank balances
Proforma
31 December 2013
£’000
Proforma
31 December 2012
£’000
-
1,170
1,170
1,000
692
1,692
26. Related party disclosures
Balances and transactions between the Company and its subsidiaries are eliminated on consolidation
and are not disclosed in this Note. Balances and transactions between the Group and other related parties
are disclosed below.
Remuneration of Directors and key management personnel
The remuneration of the senior Executive Management Committee members, who are the key management
personnel of the Group, is set out below in aggregate for each of the categories specified in IAS 24 ‘Related
Party Disclosures’.
Short-term employee benefits
Share-based payments
Post-retirement benefits
Proforma
31 December 2013
£’000
Proforma
31 December 2012
£’000
467
470
2
939
504
72
2
578
Share-based payments include an amount of £355,000 (year ended 31 December 2012: £nil) which has been
charged as a cost of the reverse acquisition described in Note 11. Further details relating to the remuneration
of each member of key management can be found at page 13 of the Directors’ Report.
Other transactions
During the normal course of business, the Group purchased translation and accommodation services from
RWS Group Limited totalling £169,000 in the year ended 31 December 2013 (2012: £84,000). Andrew Brode
is the Chairman of RWS Group Limited. The amount due to RWS Group Limited at 31 December 2013 was
£82,000 (31 December 2012: £12,238).
58
plc annual report 2013
> Notes to the consolidated financial statements
for the year ended 31 December 2013 continued
In November 2011, Epic acquired a 50% interest in
Epic Brasil Tecnologia Educacional Ltda for a total
consideration of 150,000 Brazilian Real (BRL) payable
in two instalments of 50,000 BRL (approximately
£19,000) and 100,000 BRL (approximately £30,000)
respectively. The first tranche was payable to the
joint venture within three months of acquisition and
the second tranche was due within two years of
acquisition. This latter amount is included in amounts
owing to related parties as at 31 December 2012
and 31 December 2013 (Note 22).
27.Financial instruments
The Group’s activities are exposed to a variety
of market risk (including foreign currency risk, interest
rate risk and equity price risk), credit risk and liquidity
risk. The Group’s overall financial risk management
policy focuses on the unpredictability of financial
markets and seeks to minimise potential adverse
effects on its financial performance.
(a) Financial risk management policies
The Group’s policies in respect of the major
areas of treasury activity are as follows:
(i) Market risk
(i) Foreign currency risk
The Group is exposed to foreign currency
risk on transactions and balances that are
denominated in currencies other than
Pounds Sterling. The currencies giving rise
to this risk are primarily the United States
Dollar and the Brazilian Real. Foreign currency
risk is monitored closely on an ongoing
basis to ensure that the net exposure
is at an acceptable level.
The Group maintains a natural hedge
whenever possible, by matching the cash
inflows (revenue stream) and cash outflows
used for purposes such as capital and
operational expenditure in the respective
currencies.
The carrying amounts of the Group’s foreign currency
denominated monetary assets and liabilities at the
end of year were as follows:
United States
Dollar
£’000
Brazilian
Real
£’000
31 December 2013
Financial assets
Financial liabilities
31 December 2012 Proforma:
Financial assets
Financial liabilities
122
11
34
5
-
30
-
30
Total
£’000
122
41
34
35
plc annual report 2013 59
> Notes to the consolidated financial statements
for the year ended 31 December 2013 continued
Foreign currency risk sensitivity analysis
The following table details the sensitivity analysis to possible changes in the relative values of foreign currencies
to which the Group is exposed as at the end of each year, with all other variables held constant:
United States Dollar
- strengthened by 10%
- weakened by 10%
Brazilian Real:
- strengthened by 10%
- weakened by 10%
(ii) Interest rate risk
Interest rate risk is the risk that the fair value
or future cash flows of a financial instrument
will fluctuate because of changes in market
interest rates. The Group’s exposure to interest
rate risk arises mainly from interest-bearing
financial assets. The Group’s policy is to
obtain the most favourable interest rates
available. Any surplus funds will be placed
with licensed financial institutions to generate
interest income.
Interest rate risk sensitivity analysis
A 100 basis points strengthening/weakening
of the interest rate as at the end of each year
would have immaterial impact on profit after
taxation and/or equity. This assumes that all
other variables remain constant.
(ii) Credit risk
The Group’s exposure to credit risk, or the risk
of counterparties defaulting, arises mainly
Proforma
31 December 2013
increase/(decrease)
£’000
Proforma
31 December 2012
increase/(decrease)
£’000
(10)
10
7
(7)
(8)
8
(2)
2
from trade and other receivables. The Group
manages its exposure to credit risk by the
application of credit approvals, credit limits
and monitoring procedures on an ongoing
basis. For other financial assets (including
cash and bank balances), the Group
minimises credit risk by dealing exclusively
with high credit rating counterparties.
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 main components of this allowance
are a specific loss component that relates
to individually significant exposures, and
a collective loss component established
for groups of similar assets in respect of losses
that have been incurred but not yet identified.
Impairment is estimated by management
based on prior experience and the current
economic environment.
60
plc annual report 2013
> Notes to the consolidated financial statements
for the year ended 31 December 2013 continued
Credit risk concentration profile
Exposure to credit risk
Apart from one customer at 31 December
2013, which constituted approximately 20%
of the Group’s trade receivables at that date,
the Group did not have significant credit risk
exposure to any single counterparty or any group
of counterparties having similar characteristics.
The Group defines major credit risk as exposure
to a concentration exceeding 10% of a total
class of such asset.
As the Group does not hold any collateral,
the maximum exposure to credit risk
is represented by the carrying amount
of the financial assets as at the end of each
reporting period.
The exposure of credit risk for trade receivables
by geographical region is as follows:
United Kingdom
United States
Europe
Allowance for impairment losses
31 December 2013
£’000
Proforma
31 December 2012
£’000
1,136
55
56
(10)
1,237
793
9
17
(10)
809
Ageing analysis
The ageing analysis of the Group’s trade receivables is as follows:
Not past due
Past due:
- less than 3 months
- 3 to 6 months
Gross amount
31 December 2013
£’000
Proforma
31 December 2012
£’000
797
427
23
1,247
538
281
-
819
plc annual report 2013 61
> Notes to the consolidated financial statements
for the year ended 31 December 2013 continued
(b) Capital risk management
The Group defines capital as the total
equity of the Group. The Group’s objectives
when managing capital are to safeguard
its ability to continue as a going concern
in order to provide returns for shareholders
and benefits for other stakeholders and
to maintain an optimal capital structure
to reduce the cost of capital. In order
to maintain or adjust the capital structure,
the Group may adjust the amount of dividends
paid to shareholders, return capital to
shareholders, issue new shares or sell
assets to reduce debt. It also ensures that
distributions to shareholders do not exceed
working capital requirements.
The Group has no external debt finance
and is not subject to any external capital
requirements.
Trade receivables that are individually impaired
were those in significant financial difficulties
and have defaulted on payments. These
receivables are not secured by any collateral
or credit enhancement.
Collective impairment allowances, are
determined based on estimated irrecoverable
amounts from the sale of goods, determined
by reference to past default experience.
Trade receivables that are past due
but not impaired:
The Group believes that no impairment
allowance is necessary in respect of these
trade receivables. They are substantially
companies with good collection track record
and no recent history of default.
(iii) Liquidity risk
Liquidity risk is the risk that the Group will
not be able to meet its financial obligations
as they fall due. The Group’s exposure to liquidity
risk arises primarily from mismatches of the
maturities of financial assets and liabilities.
The Group maintains a level of cash and
cash equivalents and bank facilities deemed
adequate by the management to ensure,
as far as possible, that it will have sufficient
liquidity to meet its liabilities when they fall due.
The maturity profile of the financial liabilities
of the Group is short term, all amounts falling
due within 12 months.
62
plc annual report 2013
> Notes to the consolidated financial statements
for the year ended 31 December 2013 continued
(c) Classification of financial instruments
31 December 2013
£’000
Proforma
31 December 2012
£’000
1,237
947
86
1
-
1,170
3,441
2,206
87
30
-
30
2,353
809
702
31
-
1,000
692
3,234
1,555
74
30
22
86
1,767
Financial assets
Loans and receivables financial assets
Trade receivables
Amounts recoverable on contracts
Other receivables, deposits and prepayments
Deferred tax assets
Fixed deposits with licensed banks
Cash and bank balances
Financial liabilities
At amortised cost
Trade and other payables
Corporation tax
Amount owing to related parties
Deferred tax liabilities
Provisions
(d) Fair values of financial instruments
The financial assets and financial liabilities
maturing within the next 12 months approximated
their fair values due to the relatively short-term
maturity of the financial instruments.
The Group had no financial assets or liabilities
carried at fair values at the end of each
reporting date.
plc annual report 2013 63
> Notes to the consolidated financial statements
for the year ended 31 December 2013 continued
28. Share-based payment transactions
The Group’s share-based payment arrangements are summarised below.
(a) EMI Share option plan
Year ended
31 December 2013
Weighted average
exercise price
(pence)
Number
of options
Year ended
31 December 2012
Weighted average
exercise price
(pence)
Epic Share Option Scheme:
Balance at beginning of year
Granted
Lapsed during the year
Number
of options
2,312,341
272,020
(124,685)
Exercised
(1,117,555)
17.8227
Options modified to new scheme
(see Note below)
(1,342,121)
19.4257
17.8227
25.7315
17.8227
-
-
2,312,341
17.8227
-
-
-
-
-
-
Balance at end of year
-
-
2,312,341
17.8227
Year ended
31 December 2013
Weighted average
exercise price
(pence)
Number
of options
Year ended
31 December 2012
Weighted average
exercise price
(pence)
Number
of options
New share option scheme:
Balance at beginning of year
-
Options modified from Epic scheme
13,207,724
Options granted by Company
Balance at end of year
11,032,999
24,240,723
-
2.05
5.88
5.88
-
-
-
-
-
-
-
-
64
plc annual report 2013
> Notes to the consolidated financial statements
for the year ended 31 December 2013 continued
(b) Unapproved share option plan
Year ended
31 December 2013
Weighted average
exercise price
(pence)
Number
of options
Year ended
31 December 2012
Weighted average
exercise price
(pence)
Number
of options
Epic Share Option Scheme:
Balance at beginning of year
136,020
17.8227
-
-
Granted
-
-
136,020
17.8227
Options modified to new scheme
(see Note below)
(136,020)
17.8227
-
-
Balance at end of year
-
-
136,020
17.8227
New share option scheme:
Balance at beginning of year
Options modified from Epic scheme
(see Note below)
Granted by Company
Balance at end of year
Number
of options
-
787,952
3,282,317
4,070,269
Year ended
31 December 2013
Weighted average
exercise price
(pence)
Number
of options
Year ended
31 December 2012
Weighted average
exercise price
(pence)
-
1.88
5.88
5.88
-
-
-
-
-
-
-
-
As part of its strategy for executive and key
employee remuneration, the Company established
on admission to AIM the new share option scheme
under which share options may be granted
to officers and employees or members of the
Group. Under the rules of the new share option
scheme, the Company may grant EMI Options
and/or unapproved options.
There is no limit on the number of shares, or the
percentage of issued share capital, that can
be used by the Company for share options. The rules
of the new share option scheme do not comply
with the ABI’s guidelines on policies and practices
in respect of executive remuneration.
The Company previously had in place the In-Deed
Online Share Option Scheme which was adopted
on 9 June 2011. However, all options granted under
that scheme have either been waived or lapsed.
Epic Group Limited previously had in place the
Epic Share Option Scheme which was adopted
on 22 May 2012 under which options to subscribe
for 2,595,716 Epic Shares had been granted. Option
holders in the Epic Share Option Scheme agreed
either to exercise a proportion of their options under
that scheme or to roll over their options. Epic Option
holders holding options over a total of 1,117,555 Epic
shares elected to exercise their options and the
Epic shares issued pursuant to the exercise of those
plc annual report 2013 65
> Notes to the consolidated financial statements
for the year ended 31 December 2013 continued
options were sold to the Company pursuant to the
terms of the Acquisition Agreement for a cash sum
of £423,254 in aggregate.
The remaining options granted under the Epic
Share Option Scheme over 1,478,161 Epic Shares
were modified so that, to exercise, the holders
of such options now have the right to subscribe
instead for an aggregate of 13,995,676 shares
in the Company. The number of such options and
the exercise price of such options were determined
by reference to the closing mid-market price
of the Ordinary Shares on the day of Admission
of 9.0 pence. The modification of these options
as described had a neutral affect on the option
holders immediately before and after the
amendment of the options.
In addition, on Admission, 4,247,705 share options
equating to 1.54 per cent of the Enlarged Share
Capital of the Company were granted to Peter
Mountford (Executive Deputy Chairman), 3,392,647
Share Options equating to 1.23 per cent. of the
Enlarged Share Capital were granted to Dale
Solomon (Commercial Director, Epic Group Limited)
and 3,392,647 Share Options equating to 1.23 per
cent of the Enlarged Share Capital were granted
to Richard Jones (Company Secretary) under the
New Share Option Scheme, subject to certain
performance criteria in the case of Peter Mountford
and Dale Solomon.
In addition, options over 3,282,317 Ordinary
Shares equating to 1.19 per cent of the Enlarged
Share Capital were granted to Richard Jones
on Admission. Such options are subject to the
New Share Option Scheme but are unapproved
options for tax purposes.
Recognised within:
Reverse acquisition transaction costs
Other expenses
The 3,392,647 share options issued to Richard Jones
were exercisable immediately on grant at a price
of 5.88 pence per Ordinary Share. All other options
granted under the New Share Option Scheme are
exercisable at a price of 5.88p per Ordinary Share
and are exercisable following the third anniversary
of Admission which was on 7 November 2013.
An option-holder has no voting or dividend
rights in the Company before the exercise
of a Share Option.
The estimated fair value of each share option
granted in the New Share Option Scheme
was £0.1046.
This estimated fair value was calculated
by applying a Black-Scholes option pricing model.
In the absence of a liquid market for the share
capital of the group the expected volatility of
its share price is difficult to calculate. Therefore,
the Directors have considered the expected
volatility used by listed entities in similar operating
environments to calculate the expected volatility.
The model inputs were:
share prices at grant date of £0.14;
exercise prices of £0.0588;
expected volatility of 45%;
contractual life of 10 years; and
a risk-free interest rate of 1.78%.
The expense and equity reserve arising from
share based payment transactions recognised
in the year ended 31 December 2013 was £528,000
(year ended 31 December 2012: £144,000),
summarised as follows:
Proforma
31 December 2013
£’000
Proforma
31 December 2012
£’000
355
173
528
-
144
144
66
plc annual report 2013
> Notes to the consolidated financial statements
for the year ended 31 December 2013 continued
29. Commitments
The amounts of minimum lease payments under non-cancellable operating leases are as follows:
Operating leases which expire:
Within one year
In the second to fifth years inclusive
Over five years
Aggregate amounts payable
At 31 December 2013
Land and buildings
£000
At 31 December 2012
Land and buildings
£000
145
363
-
508
508
133
508
-
641
641
Payments recognised as an expense under these operating leases were as follows:
Minimum lease payments
126
138
Year ended
31 December 2013
£000
Year ended 31
December 2012
£000
plc annual report 2013 67
> Notes to the consolidated financial statements
for the year ended 31 December 2013 continued
30. Subsequent events
(a) Acquisition of LINE Communications
Holdings Limited
On 7 April 2014, the Company completed
the acquisition of 100% of the issued share
capital of LINE Communications Holdings
Limited (LINE), a company incorporated
in England and Wales, and its subsidiary
undertakings. LINE devises, designs and
delivers fully blended learning solutions that
incorporate elements such as e-learning,
collaborative learning, just-in-time performance
support, classroom or e-tutoring. LINE has
clients from both the public and private sectors.
Consideration for the acquisition was as follows:
£5,130,000 payable in cash at completion;
£3,870,000 by way of an issue and allotment
of ordinary shares in the Company on
completion; and
additional cash consideration equal
to any excess working capital (including
cash) in the LINE Group as determined
by completion accounts.
The acquisition of LINE is the first step in the
Company’s stated aim to consolidate the
e-learning sector, will add considerable critical
mass to the Company’s activities, enable the
combined entities to leverage their activities and
commercial contacts across a broad range of
sectors and achieve revenue and cost synergies.
An estimate of the financial effect of the
acquisition has not been included as the
initial accounting for the business combination
was incomplete at the time the financial
statements were authorised for issue.
The Company has raised £8m through
a placing of 50,000,000 new ordinary shares
with institutional and other investors at a price
of 16p each. Following this placement, the
Company’s issued share capital is increased
to 325,825,000 ordinary shares of 0.375p.
(b) Grant of share options
On 17 February 2014, the Company granted
the following share options over the Company’s
Ordinary Shares of £0.00375 each to certain
Executive Directors. These new share options
supersede the proposals for Management
Incentive Shares which were set out in the
Company’s AIM Admission Document.
Dale Solomon, Commercial Director of Epic
Group Limited, was granted 16,002,451 new
share options at an exercise price of 5.88p
per share. Peter Mountford, Executive Deputy
Chairman of the Company was granted
6,785,295 new share options at an exercise
price of 5.88p per share.
The new share options are subject to the
achievement of demanding performance
criteria based upon significant share price
increases.
68
plc annual report 2013
plc annual report 2013 69
> Company statement of financial position as at 31 December 2013
Registered number: 07176993
Note
31 December 2013
£’000
31 March 2013
£’000
Assets
Fixed assets
Tangible assets
Intangible assets
Investment in subsidiaries
Current assets
Debtors
Cash and bank balances
Creditors: amounts falling due within one year
Trade and other creditors
Amount owing to subsidiary undertaking
Net current (liabilities)/assets
Net assets
Capital and reserves
Share capital
Share premium account
Share based payments reserve
(Accumulated losses)/retained profits
Shareholders’ funds
5
4
3
6
9
10
7
-
-
3,901
3,901
6
59
65
94
1,573
1,667
(1,602)
2,299
1,034
1,159
547
(441)
2,299
7
-
-
7
37
1,362
1,399
76
-
76
1,323
1,330
77
1,218
-
35
1,330
The Notes on pages 71 to 80 form an integral part of these financial statements.
The financial statements on pages 69 to 80 were authorised for issue by the board of directors on 7 April 2014 and were signed on its behalf
by Jonathan Satchell, Chief Executive Officer.
70
plc annual report 2013
> Company reconciliation of shareholders’ funds
For the period ended 31 December 2013
Balance at 1 April 2012
Loss for the year
Impairment of reserve
Balance at 31 March 2013
Loss for the period
Issue of shares
Costs of issuing shares
Share based payment charge
credited to equity
Transfer on exercise and lapse
of warrants
Share
capital
£’000
Note
77
-
-
77
-
957
-
-
-
7
11
Share
premium
£’000
1,218
-
-
1,218
-
23
(82)
-
-
Balance at 31 December 2013
1,034
1,159
Share
based
payments
reserve
£’000
Retained
profits
£’000
Total
shareholders’
funds
£’000
94
-
(94)
-
-
-
-
672
(125)
547
2,054
(2,113)
94
35
(601)
-
-
-
125
(441)
3,443
(2,113)
-
1,330
(601)
980
(82)
672
-
2,299
Statement of total recognised
gains and losses
A statement of total recognised gains and
losses is not included in these financial
statements as there are no recognised gains
or losses in either the current financial year
or previous financial period other than the
results reported above.
There is no difference between the profit
as disclosed in the profit and loss account
and the profit on a historical cost basis.
The Notes on pages 71 to 80 form an integral
part of these financial statements.
plc annual report 2013 71
> Notes to the Company financial statements
for the period ended 31 December 2013
1. Summary of significant
accounting policies
(a) Basis of preparation
The Company’s financial statements have
been prepared in accordance with
applicable law and accounting standards
in the United Kingdom and under the historical
cost accounting rules (Generally Accepted
Accounting Practice in the United Kingdom).
The Company’s financial statements were
previously prepared in accordance with
International Financial Reporting Standards
as adopted by the European Union (IFRSs
as adopted by the EU), IFRIC interpretations
and the Companies Act 2006 applicable
to companies reporting under IFRS. Following the
Company’s acquisition of Epic Group Limited,
the directors have continued to apply IFRS in
the preparation of the consolidated financial
statements of the Group but adopted Generally
Accepted Accounting Practice in the United
Kingdom for the preparation of the Company’s
financial statements. This change has had
an impact on share premium whereby the
reverse acquisition of Epic Group Limited has
been accounted for at par value with no share
premium. Under IFRS the acquisition is accounted
for at the fair value of the consideration paid
as described in Note 11 to the consolidated
financial statements.
The directors have assessed the Company’s
ability to continue in operational existence
for the foreseeable future in accordance with
the FRC Going Concern and Liquidity Risk
guidance (October 2009). It is considered
appropriate to continue to prepare the financial
statements on a going concern basis.
The Company has taken advantage
of Section 408 of the Companies Act 2006
and has not included a Profit and Loss account
in these separate financial statements. The loss
attributable to members of the Company for the
period ended 31 December 2013 is £601,000
(year ended 31 March 2013: loss of £2,113,000).
(b) Revenue recognition
Revenue is stated net of Value Added Tax
and net of any applicable discounts
or rebates. Revenue is recognised for the
rendering of services when all the following
conditions are satisfies:
the amount of revenue can
be measured reliably;
it is probable that the economic benefits
associated with the transaction will flow
to the Company.
(c) Interest revenue
Interest revenue is accrued on a time basis,
by reference to the principal outstanding
and the effective interest rate.
(d) Intangible fixed assets
Research expenditure is recognised
as an expense when it is incurred.
An internally generated intangible asset arising
from development (or from the development
phase of an internal project) is recognised
if, and only if, the Company can demonstrate
all of the following:
(i) its ability to measure reliably the expenditure
attributable to the asset under development;
(ii) the product or process is technically
and commercially feasible;
(iii) its future economic benefits are probable;
(iv) its ability to use or sell the developed
asset; and
(v) the availability of adequate technical,
financial and other resources to complete
the asset under development.
72
plc annual report 2013
> Notes to the Company financial statements
for the period ended 31 December 2013 continued
The amount initially recognised for internally
generated intangible assets is the sum of the
expenditure incurred from the date when the
asset first meets the recognition criteria listed
above. When no internally generated asset can
be recognised, development expenditure
is recognised in profit or loss in the year in which
it is incurred.
Subsequent to initial recognition, internally
generated intangible assets are measured
at cost less accumulated amortisation and
impairment losses, if any. Expenditure initially
recognised as an expense is not recognised
as assets in the subsequent period.
Capitalised expenditure is amortised
on a straight-line when the products or services
are ready for sale or use. In the event that
it is no longer probable that the expected
future economic benefits will be recovered,
the capitalised development expenditure
is written down to its recoverable amount.
The amortisation rates applicable are:
Website development costs – 25% straight line
The amortisation charge is included within
administrative expenses within the statement
of comprehensive income.
(e) Fixed asset investments
Fixed asset investments in group undertakings
are carried at cost less any provision for
impairment.
(f) Tangible fixed assets
Tangible fixed assets are stated at cost less
accumulated depreciation and impairment
losses, if any. The cost of an item of property,
plant and equipment initially recognised includes
its purchase price and any cost that is directly
attributable to bringing the asset to the location
and condition necessary for it to be capable
of operating in the manner intended by
management.
Depreciation is calculated under the straight-
line method to write off the depreciable amount
of the assets over their estimated useful lives.
Depreciation of an asset does not cease when
the asset becomes idle or is retired from active
use unless the asset is fully depreciated. The
principal annual rates used for this purpose are:
Computer equipment
Fixtures and fittings
25%
25%
The depreciation method, useful lives and
residual values are reviewed, and adjusted
if appropriate, at the end of each reporting
period to ensure that the amounts, method
and periods of depreciation are consistent
with previous estimates and the expected
pattern of consumption of the future economic
benefits embodied in the items of the property,
plant and equipment.
(g) Foreign currencies
Transactions in foreign currencies are recorded
using the rate of exchange ruling at the date
of the transaction. Monetary assets and liabilities
denominated in foreign currencies are translated
using the contracted rate or the rate of exchange
ruling at the balance sheet date and the gains or
losses on translation are included in the profit and
loss account.
(h) Cash and cash equivalents
Cash and cash equivalents comprise cash in
hand, bank balances, deposits with financial
institutions and short-term, highly liquid
investments that are readily convertible to known
amounts of cash and which are subject to an
insignificant risk of changes in value.
plc annual report 2013 73
> Notes to the Company financial statements
for the period ended 31 December 2013 continued
(i) Income taxes
The charge for taxation is based on the profit/
loss for the year and takes into account taxation
deferred because of timing differences between
the treatment of certain items for taxation and
accounting purposes.
Deferred tax is recognised, with discounting,
in respect of all timing differences between
the treatment of certain items for taxation
and accounting purposes which have arisen
but not reversed by the balance sheet date,
except as otherwise required by FRS 19.
(j) Pensions
Defined contribution plans
A defined contribution plan is a pension
plan under which the Company pays
fixed contributions into a separate entity.
The Company has no legal or constructive
obligations to pay further amounts if the
fund does not hold sufficient assets to pay
all employees the benefits relating to employee
service in the current and prior periods.
The Company’s contributions to defined
contribution plans are recognised in profit
or loss in the period to which they relate.
has an interest in the Company that gives
it significant influence over the Company; or
has joint control over the Company;
(ii) the party is an associate of the Company;
(iii) the party is a joint venture in which the
Company is a venturer;
(iv) the party is a member of the key
management personnel of the Company
or its parent;
(v) the party is a close member of the family
of any individual referred to in (i) or (iv);
(vi) the party is an entity that is controlled, jointly
controlled or significantly influenced by,
or for which significant voting power in such
entity resides with, directly or indirectly, any
individual referred to in (iv) or (v); or
(vii) the party is a post-employment benefit
plan for the benefit of employees of the
entity, or of any entity that is a related party
of the entity.
Close members of the family of an individual
are those family members who may be
expected to influence, or be influenced by, that
individual in their dealings with the Company.
(k) Leases
(m) Share-based payment arrangements
Operating lease rentals are charged to the profit
and loss account on a straight-line basis over the
period of the lease.
(l) Related parties
A party is related to the Company if:
(i) directly, or indirectly through one or more
intermediaries, the party:
controls, is controlled by, or is under common
control with, the Company (this includes
parents, subsidiaries and fellow subsidiaries);
Equity-settled share-based payments
to employees and others providing similar
services are measured at the fair value
of the equity instruments at the grant date.
Details regarding the determination of the
fair value of equity-settled share-based
transactions are set out in Note 28 to the
consolidated financial statements.
The fair value determined at the grant date
of the equity-settled share-based payments
is expensed on a straight-line basis over the
vesting period, based on the entity’s estimate
74
plc annual report 2013
> Notes to the Company financial statements
for the period ended 31 December 2013 continued
of equity instruments that will eventually vest,
with a corresponding increase in equity. At the
end of each reporting period, the entity revises
its estimate of the number of equity instruments
expected to vest. The impact of the revision
of the original estimates, if any, is recognised
in profit or loss such that the cumulative
expense reflects the revised estimate, with
a corresponding adjustment to other reserves.
2. Segment reporting
The principal activity of the Company is that
of a holding company for the Group, as well
as performing all administrative, corporate finance,
strategic and governance functions of the Group.
The Directors consider this to consummate one
reportable segment.
3. Investment in subsidiaries
On 14 May 2012, the Company acquired
100% of the issued share capital of Xanther Limited
in exchange for an initial consideration of £225,000.
Xanther Limited owned 100% of the issued share
capital of Runnett & Co Limited, a company
Cost
Brought forward
Additions
Disposals
Carried forward
Amortisation/impairment:
Brought forward
Provision for impairment
Disposals
Carried forward
Net Book Value
engaged in the provision of conveyancing
services. Both companies were incorporated
in England and Wales.
The investment was made to enable the
Company to carry out conveyancing in-house
as well as expanding its distribution to the
estate agency network.
A contingent consideration of £1,300,000
required the Company to pay 5 times post
tax profit to the vendors of Xanther Limited.
The total value of payments was capped
at £4,000,000.
Both subsidiaries were disposed of during the
period for a consideration of £1 and effectively
the transfer of intellectual property rights over the
intangible assets. The contingent consideration
was not payable and full provision for impairment
was made at 31 March 2013.
Details of the Company’s subsidiaries
as at 31 December 2013 are set out in Note
12 to the consolidated financial statements.
31 December 2013
£’000
31 March 2013
£’000
1,525
3,901
(1,525)
3,901
1,525
-
(1,525)
-
3,901
-
1,525
-
1,525
-
1,525
-
1,525
-
plc annual report 2013 75
31 December 2013
£’000
372
(372)
-
372
-
-
(372)
-
-
> Notes to the Company financial statements
for the period ended 31 December 2013 continued
4. Intangible assets
Cost
Brought forward
Disposals
Carried forward
Amortisation/impairment:
Brought forward
Charge for the period/year
Provision for impairment
Disposals
Carried forward
Net Book Value
Intangible assets relate to costs incurred in the
development and implementation of the Company’s
web portal. Amortisation was charged on a straight-
line basis over the estimated useful life of 4 years.
As described Note 3, all rights over the intangible
assets were disposed of during the period.
76
plc annual report 2013
> Notes to the Company financial statements
for the period ended 31 December 2013 continued
5. Tangible fixed assets
Cost
At 1 April 2012
Additions
At 31 March 2013
Disposals
At 31 December 2013
Accumulated depreciation
At 1 April 2012
Charge for year
At 31 March 2013
Charge for the period
Disposals
At 31 December 2013
Net book value
At 31 March 2013
At 31 December 2013
6. Trade and other debtors
Trade debtors
Other debtors
Prepayments and accrued income
Amounts owed by related parties
Fixtures and
fittings
£’000
Equipment
£’000
Total
£’000
3
-
3
(3)
-
1
1
2
-
(2)
-
1
-
5
4
9
(9)
-
2
1
3
-
(3)
-
6
-
8
4
12
(12)
-
3
2
5
(5)
-
7
-
31 December 2013
£’000
31 March 2013
£’000
-
6
-
-
6
4
18
13
2
37
The amounts owing by related parties are unsecured, interest-free and repayable on demand.
plc annual report 2013 77
> Notes to the Company financial statements
for the period ended 31 December 2013 continued
7. Share capital
Details of The Company’s authorised, called-up
and fully paid share capital are set out in Note
19 to the consolidated financial statements.
The Ordinary shares of the Company carry
one vote per share and an equal right
to any dividends declared.
8. Reserves
The share-based payment reserve arises from
the requirement to value share options in existence
at the year end at fair value.
The share premium account represents the
amount received on the issue of ordinary shares
by the Company in excess of their nominal value
and is non-distributable. In relation to the Company’s
reverse acquisition of Epic Group Limited, as the
Company secured more than a 90% equity holding
in Epic Group Limited on terms that the consideration
for the shares allotted was provided by the transfer
to the Company of equity shares in the Epic Group
Limited, section 610 of the Companies Act 2006
does not apply to the premium on those shares.
Accordingly, the share issue has been accounted
for at par value with no share premium.
9. Trade and other creditors
31 December 2013
£’000
31 March 2013
£’000
Trade creditors
Other creditors and accruals
Other taxes and social security
8
86
-
94
13
37
26
76
78
plc annual report 2013
> Notes to the Company financial statements
for the period ended 31 December 2013 continued
10. Related party transactions
The only key management personnel of the
Company are the Directors. Details of their
remuneration are contained in the Note 26
to the consolidated financial statements.
The following transactions with subsidiaries
occurred in the period:
Opening amount due from related parties
Amounts advanced by/(repaid) from related parties
Closing amount due (to)/from related parties
2
(1,575)
(1,573)
-
2
2
31 December 2013
£’000
31 March 2013
£’000
The amounts owing to/from related parties are unsecured, interest-free and repayable on demand.
11. Share based payments
The Company previously had in place the In-Deed
Online Share Option Scheme which was adopted
on 9 June 2011. However, all options granted under
the scheme have either been waived or lapsed,
as set out below. The Company established,
on Admission to AIM, the New Share Option
Scheme, details of which are disclosed in Note 28
to the consolidated financial statements.
The In-Deed Online Share Option Scheme,
which has now lapsed, is summarised below:
Number of
options
Expiry date
Weighted
average exercise
price £
Fair value at
grant date £
(a) Granted 6 October 2010
1,500,000
6 Oct 2020
(b) Granted 21 January 2011
200,000
21 Jan 2021
(c) Granted 15 June 2011
2,538,000
15 June 2018
Lapsed during the year
Balance at end of year
(4,238,000)
-
0.125
0.125
0.420
0.302
0.036
0.036
0.036
0.0036
plc annual report 2013 79
> Notes to the Company financial statements
for the period ended 31 December 2013 continued
The estimated fair value in respect of the In-Deed
Online Share Option Scheme was calculated by
applying a Black-Scholes option pricing model.
The Directors considered the expected volatility
used by listed entities in similar operating
environments to calculate the expected volatility.
The model inputs were:
share prices at grant date of £0.125
(a) and (b)) and £0.420 in respect of (c);
exercise prices of £0.125 ((a) and (b))
and £0.420 in respect of (c);
expected volatility of 20 % ((a) and (b))
and 30% in respect of (c);
contractual life of 10 years ((a) and (b))
and 7 years in respect of (c);
a risk-free interest rate of 1.0%
dividend yield of 0%.
The expense and equity reserve arising from the
In-Deed Online Share Option Scheme recognised
in the period ended 31 December 2013 was £nil
(year ended 31 March 2013: £nil).
80
plc annual report 2013
> Notes to the Company financial statements
for the period ended 31 December 2013 continued
12. Commitments
The amounts of minimum lease payments under non-cancellable operating leases are as follows:
Operating leases which expire:
Within one year
In the second to fifth years inclusive
Over five years
Aggregate amounts payable
At 31 December 2013
Land and buildings
£000
At 31 March 2013
Land and buildings
£000
-
-
-
-
-
6
-
-
6
6
Payments recognised as an expense under these operating leases were as follows:
Minimum lease payments
6
18
Year ended
31 December 2013
£000
Year ended
31 December 2012
£000
13. Subsequent events
Disclosures in relation to events subsequent to 31 December 2013 are shown in Note 30 to the consolidated
financial statements.
plc annual report 2013 81
82
plc annual report 2013
> Company information
Directors
Andrew Brode
Non-Executive Chairman
Peter Mountford
Executive Deputy Chairman
Jonathan Satchell
Chief Executive Officer
Harry Hill
Non-Executive
Company secretary
Richard Jones
Company number
07176993
Registered address
52 Old Steine
Brighton
East Sussex
BN1 1NH
Independent auditors
Crowe Clark Whitehill LLP
Chartered Accountants and Statutory Auditors
St Bride’s House
10 Salisbury Square
London
EC4Y 8EH
Communications consultancy
Instinctif Partners Ltd
The Registry
Royal Mint Court
London
EC3N 4Q
Nominated adviser and broker
Numis Securities Limited
10 Paternoster Square
London
EC4M 7LT
Legal advisers
Edwin Coe LLP
2 Stone Buildings
Lincoln’s Inn
London WC2A 3TH
DWF LLP
Bridgewater Place
Water Lane
Leeds LS11 5DY
Registrars
Computershare Investor Services plc
The Pavilions
Bridgewater Road
Bristol
BS13 8AE
Brazil
USA
SWITZERLAND
Rio de Janeiro
New York
Zürich
UK
Brighton
London
Sheffield
learning
technologies
group
ltgplc.com