Serving all your
travel money needs
Treat yourself to new or
pre-owned jewellery
Access cash against
your valuables
HELPING YOU WITH
EVERYDAY LIFE
Annual Report 2017
WHAT WE DO
Ramsdens is a diversified financial services
provider and retailer operating in the following core segments:
Foreign
currency
Pawnbroking
Purchases of
precious metals
Retail of new and
pre-owned jewellery
HOW
Head quartered in Middlesbrough, with roots that can be
traced back to the 1970s, we provide our products and
services from 127 stores (including 3 franchisees) within
the UK and have a growing online offering for Foreign
Currency and Jewellery Retail.
MISSION
Our mission is to provide a great customer offering and give such fantastic service that
our customers become ambassadors for Ramsdens.
GROSS PROFIT
Foreign
currency
Pawnbroking
Purchases
of precious
metals
Retail of
new and
pre-owned
jewellery
Other
services
37%
25%
18%
14%
6%
CONTENTS
STRATEGIC REPORT
Chairman’s statement
Chief executive’s review
Financial review
Principal risks and uncertainties
Corporate social responsibility
CORPORATE GOVERNANCE
Board of directors
Corporate governance
Audit and risk committee
Nomination committee
Remuneration committee
4
6
12
15
17
20
21
23
24
25
Directors' report for
the year ended 31 March 2017
Statement of directors' responsibilities
FINANCIAL STATEMENTS
Independent auditor’s report to the
members of Ramsdens Holdings PLC
Consolidated statement of comprehensive
income for the year ended 31 March 2017
Consolidated statement of
financial position as at 31 March 2017
Consolidated statement of changes in
equity for the year ended 31 March 2017
27
29
32
34
35
36
Consolidated statement of cash flows
for the year ended 31 March 2017
Notes to the consolidated
financial statements
Parent company balance sheet
as at 31 March 2017
Parent company statement of changes
in equity for the year ended 31 March 2017
Notes to the parent company
financial statements
Company advisors
37
38
60
61
62
65
* All percentages are calculated from the actual numbers not rounded headline numbers.
2
Ramsdens Holdings PLC - Annual Report 2017
STRATEGIC REPORT A transformational year
FY17 was a transformational year for Ramsdens,
during which we successfully listed on AIM.
PROFITABLE AND GROWING
EBITDA grew by 27%
to £6.0m*
(FY16: £4.7m)
PBT grew by 73%
to £4.0m*
(FY16: £2.3m)
STRONG BALANCE SHEET
Net assets up £7.0m
to £23.4m
(Cash of £11.9m)
Net Cash of
£9.6m
(FY16: £4.0m)
OPERATIONAL PROGRESS
FX customers grew
8% to more than
600,000
*excludes exceptional IPO costs
Currency exchanged
increased13% to
£408m
Pawnbroking customers
grew14% to more than
33,000
Pawnbroking loan
book increased 5% to
£6.0m
Financial Highlights
GROSS PROFIT IN £000'S
EBITDA IN £000's ADJUSTED FOR EXCEPTIONAL ITEMS
19 846
21 615
24 288
30 000
25 000
20 000
15 000
10 000
5000
0
4 156
4 733
6 010
7 000
6 000
5 000
4 000
3 000
2 000
1 000
0
2015
2016
2017
2015
2016
2017
PROFIT BEFORE TAX IN £000's
ADJUSTED FOR EXCEPTIONAL ITEMS
OPERATING PROFIT IN £000's
BEFORE EXCEPTIONAL ITEMS
4 500
4 000
3 500
3 000
2 500
2 000
1 500
1 000
500
0
4 046
1 835
2 336
5 000
4 500
4 000
3 500
3 000
2 500
2 000
1 500
1 000
500
0
4 553
3 190
2 490
2015
2016
2017
2015
2016
2017
The 2015 financial information has been extracted from Ramsdens Holdings PLC admission document which has been based on aggregating
the results of Ramsdens Financial Limited and its subsidiaries for the period 1 April 2014 to the 1 September 2014 with the results of the
Ramsdens Holdings PLC consolidated group for 2 September 2014 to 31 March 2015.
3
Ramsdens Holdings PLC - Annual Report 2017STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS CHAIRMAN’S STATEMENT
INTRODUCTION
This is our first Annual Report as
a public company and it is a great
pleasure to welcome our new
shareholders to Ramsdens.
FY17 was a transformational year for the business and included
the Company's successful admission to AIM in February 2017.
We were pleased with the strong response to the Company’s
placing on AIM which reflected investors’ recognition of the
Group’s proven operations and its exciting prospects.
Ramsdens has a strong and trusted brand, a diversified product
offering and a loyal and growing customer base. With these
qualities, combined with our profile as a public company, the
Board is more excited than ever about Ramsdens’ future and
we are looking forward to creating value for shareholders.
4
Ramsdens Holdings PLC - Annual Report 2017STRATEGIC REPORT OUR BUSINESS
Ramsdens is a growing and diversified financial services provider
and retailer. The Group operates in the four core business segments
of foreign currency exchange, pawnbroking loans, precious metals
buying and selling, and retailing of second hand and new jewellery.
In the last financial year, the Group served over 730,000 customers
across its different services.
The business is headquartered in Middlesbrough and has a strong
heritage – our first store opened in Stockton-on-Tees in May 1987.
In addition to our recognised and trusted brand, we are proud of our
well-invested store estate. As at the year end, the Group operated
from 127 stores (including 3 franchised stores) within the UK (FY16:
125 stores including 4 franchised stores), supported by a small but
growing online presence.
During the year, the Group’s investment into growing the Ramsdens
brand continued. As the main shirt sponsor for Middlesbrough
Football Club, we enjoyed greater exposure during their season
in the Premier League. In a market where brand trust is critical,
Ramsdens is an increasingly recognised brand in each of our four
key business segments and our continued investment in marketing
remains a key factor in supporting the Group’s growth.
FINANCIAL RESULTS & DIVIDEND
Continued momentum across the Group’s four core business
segments resulted in reported revenue increasing by 15% to £34.5m
(FY16: £30.0m). This growth was driven by a particularly strong
performance in our Foreign Exchange segment, which grew
currency exchanged by an impressive 13% to £408m (FY16: £362m).
As a result, the Group delivered a pleasing Adjusted Profit Before
Tax* outcome of £4.0m (FY16: £2.3m) This was, as flagged in our
trading update in April 2017, comfortably ahead of the Board’s initial
expectations. The Earnings per share, adjusted for the year end
shareholding and excluding exceptional IPO costs were 10.1 pence.
The Group has a strong balance sheet, good cash generation and
positive indicators for growing gross profit.
The Directors intend to adopt a progressive dividend policy to
reflect the cash flow generation and earnings potential of the
Group. Assuming that there are sufficient distributable reserves
available at the time, the Directors intend that the Company will
pay an interim dividend and a final dividend in respect of each
financial year in the approximate proportions of one third and
two thirds, respectively, of the total annual dividend. The Board is
recommending a maiden final dividend of 1.3p which
covers the period since the Company announced its Intention
to Float on 2 February 2017 to 31 March 2017. Subject to
approval at the AGM, this first dividend is expected to be
paid on 20 September 2017 to shareholders on the register
at 23 August 2017.
GROUP SERVED OVER
730,000
CUSTOMERS
BOARD
Central to Ramsdens’ success during recent years has been the
Group’s highly committed and skilled management team. They have
a deep understanding of our business and customers as well as
outstanding leadership qualities and energy. In January 2017, we
were pleased to strengthen the Group’s Board with the appointment
of two new Non-Executive Directors; Simon Herrick and Steve Smith.
We are already benefiting from their deep experience and
expertise and I look forward to their continued contributions in
the years to come.
OUTLOOK
Since I joined the Group as Chairman in 2014, I have witnessed
a strong period of growth and investment in the business.
Building on this foundation, I am convinced the best is yet to
come for Ramsdens.
The pawnbroking and foreign exchange markets remain
competitive. However, the Board believes that they are markets
in which businesses with strong brands, diversified offerings and
robust balance sheets will succeed. The Group will continue to
execute its clear growth strategy (which is outlined in detail in
our Chief Executive’s report) and expand our presence through
new store openings whilst also appraising potential acquisition
and consolidation opportunities. Having successfully made
and integrated more than 10 store or pawnbroking loan book
acquisitions in recent years, the Group is confident of its ability to
identify and deliver value enhancing opportunities for the Group in
this fragmented and dynamic market.
The macroeconomic environment remains uncertain and the
devaluation of GBP following the UK’s EU referendum in June 2016
is contributing to a stronger sterling gold price, albeit volatile on
a daily basis, which supports both our pawnbroking and precious
metal buying segments. We believe that the summer of 2016 was
a ‘staycation’ summer but from reading reports that early holiday
bookings for summer 2017 are ahead of last year, there is a basis for
optimism that we will serve more holiday makers requiring foreign
currency in the busy summer period this year.
The FY18 financial year has started well for the Group. Customer
demand for our products across our key business segments remains
strong and the Group is well positioned to take advantage of its
clear growth opportunities. We have a diversified business, a loyal
and growing customer base, a committed team and a strong brand.
These qualities give us confidence of successfully delivering the
Board’s clear growth strategy in the year ahead.
Andrew Meehan
Non-Executive Chairman
6 June 2017
REVENUE INCREASED BY 15% TO
£34.5M
FY16 £30.0M
GROUP OPERATED FROM
ADJUSTED PROFIT BEFORE TAX*
124
STORES
* excludes exceptional IPO costs
£4.0M
FY16 £2.3M
5
Ramsdens Holdings PLC - Annual Report 2017STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS CHIEF EXECUTIVE’S REVIEW
A YEAR OF EXCELLENT PROGRESS
It is a great pleasure to present the
Group’s first Strategic Review since
our flotation to all our stakeholders.
This is an exciting time for Ramsdens
as we continue to grow the business
whilst remaining as committed as
ever to offering our customers
market-leading services across
our key business areas.
Ramsdens made significant progress during FY17 by driving
continued growth across each of its key segments and delivering
the major milestone of the Group's admission to AIM in February
2017. The success of the Group’s IPO is testament to Ramsdens’
track record in recent years of successful growth through investing
in the business, improving the store estate and successfully
diversifying the product offering to widen the customer base
whilst remaining resolutely focused on delivering a truly satisfying
customer experience.
DELIVERING OUR CLEAR GROWTH STRATEGY
Ramsdens has a clear strategy for the long-term, sustainable
development of the business across its key market segments.
The Board continues to believe in the Group’s ability to leverage
its strengths including a diversified offer, a recognised brand and
the solid financial position of a strong balance sheet and positive
cash flows to continue to grow the business both organically and
through acquisition, thereby generating capital and income returns
for shareholders.
This growth strategy is built on the following key pillars, and is
continuously underpinned by a firm focus on our customer and
exceptional service:
6
Ramsdens Holdings PLC - Annual Report 2017STRATEGIC REPORT DELIVERING OUR CLEAR GROWTH STRATEGY continued
Continue to improve the
performance of the core
store estate
The Group is focused on
increasing revenues generated
by its existing stores. This will
improve the Group’s return on
capital employed.
Key drivers to achieving this
include the cross selling
of services to the Group’s
existing customer base and
the introduction of new
products.
Expand the branch
estate in the UK
Grow Ramsdens’ online
presence and improve
performance
Capitalise on the
opportunity of operating
in a challenging market
We continue to see significant
opportunities for growth
given the Group’s current
geographic penetration.
Our strategy is to increase
the number of stores by
approximately 12 per annum
over the medium term.
The Group recently
launched a retail website
for jewellery and refocused
its informational website to
do more foreign currency
exchange.
The Board believes there
is a clear opportunity for
Ramsdens to drive multi-
channel growth.
Following the fall in the gold
price in 2013 and significant
regulatory changes imposed
on pay day lenders, many
large competitors have
reduced their store estate
in the last two years a trend
we believe will continue
through 2017.
As a result, this will present
further opportunities for
the Group to attract new
customers and increase
the income generated from
existing stores.
During 2016 the Group
introduced international bank
to bank payments.
During the year, the Group
acquired four stores from
a competitor.
During the financial year, the
Group closed one store and
relocated one store
In September 2016 the Group
launched
www.ramsdensjewellery.co.uk,
a new transactional website
focused on jewellery retail.
During the year, the Group
acquired four stores from a
competitor
Group revenue grew 15% to
£34.5m driven by growth
across business segments
Group Gross profit increased
12% to £24.3m
Excluding franchised stores,
the Group operated from
124 stores at the year end
(FY16: 121)
E-commerce revenue
grew by 162%
Click and Collect currency
exchanged grew by 31%
Registered customers using
Ramsdens was over 730,000
comprising more than
600,000 Foreign Exchange
customers, 33,000
Pawnbroking customers and
70,000 Precious Metals
customers
R
A
L
L
I
P
C
G
E
T
A
R
T
S
I
7
1
Y
F
N
I
S
T
N
E
M
P
O
L
E
V
E
D
s
I
P
K
THE RAMSDENS BRAND
The Group’s investment in sports sponsorship and TV advertising
has contributed to developing a well-established high street brand
that has created the platform for an increasingly diversified and
growing product offering. In particular, the Group has used TV
advertising to promote Ramsdens’ gold buying service and foreign
exchange services and this continued in FY17. The high repeat
customer base for foreign currency exchange and pawnbroking
loans demonstrates the trust customers have in Ramsdens to
provide a great price for their foreign currency and to look after
their jewellery whilst in pledge.
Throughout FY17 Ramsdens continued as the main shirt sponsor
of Middlesbrough Football Club. During the year Middlesbrough
FC enjoyed promotion to the Premier League from the Football
League Championship and, in doing so, made Ramsdens one of
only four UK-based Premier League sponsors during the 2016-
17 football season. Whilst Middlesbrough’s time in the Premier
League was, regrettably, short-lived, the Group continues to
benefit from the local and national exposure of the brand that the
sponsorship has provided since 2010. Ramsdens will continue to
sponsor the club for the 2017-18 season.
OUR PEOPLE
Central to the delivery of our growth strategy are the efforts of our
skilled and committed team throughout the business. The Group’s
flotation on AIM enables Ramsdens to better reward the key people
who will lead the Group's growth in the coming years through
a share-based Long Term Incentive Plan.
Ramsdens’ ethos is to train and empower its people to think of
their store as their own business, enabling them to be local decision
makers within the parameters set by the Group that are supported
by our well-invested IT systems and comprehensive training. This
empowerment helps Ramsdens’ people to better engage with, and
be part of, their local community, which is a key contributor to the
Group’s strong customer relationships, high repeat business and
growing customer base.
The first pillar of our growth strategy is to continue to do things
better in our existing stores. This is only possible because of the
skill and commitment of the people we employ and their efforts.
I would therefore like to take this opportunity to thank each of my
colleagues across the business for their contribution, dedication
and effort during this transformational year.
7
Ramsdens Holdings PLC - Annual Report 2017STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
STRATEGIC REPORT
CHIEF EXECUTIVE’S REVIEW continued
OUR DIVERSIFIED BUSINESS MODEL: SALES CHANNELS
The Group has a loyal and growing customer
base with more than 730,000 customers served
in our last financial year.
y
c
n
u rr e
Foreign C
S
E
R
O
T
S
O
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r
s
e
r
v
i
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e
s
Paw
nbro
kin
E
-
C
O
M
M
E
R
C
E
g
s
l
a
t
e
m
s
u
o
i
c
e
Purchases of pr
Jewellery R e t a i
l
The Group has a diverse portfolio of 127 stores
(including three franchised outlets). Ramsdens’ stores
are maintained to a high standard with a regular
programme of maintenance and modernisation and the
Group’s strategy is to concentrate new stores and store
relocations in primary high street sites and shopping
centres with higher customer footfall.
The Group continued to develop its store estate during
FY17 and, during the financial year, closed one store,
relocated one store and, in December 2016, acquired four
stores from a competitor. The Group continues to see an
opportunity to expand the store estate with, as previously
indicated, approximately 12 store openings planned
during the forthcoming year.
The Group’s primary trading website is
www.ramsdensforcash.co.uk which focuses on foreign
exchange services and allows customers to buy
pre-paid travel cards or exchange currency. These can
be delivered to customers by post or collected at a
Ramsdens branch.
The Group’s second e-commerce site,
www.ramsdensjewellery.co.uk, was launched in
September 2016 and is focused on selling new and
second hand jewellery. Both sites are fully responsive
on mobile and tablet devices.
8
Ramsdens Holdings PLC - Annual Report 2017
STRATEGIC REPORT
OUR DIVERSIFIED BUSINESS MODEL: PRODUCT OFFERING
Ramsdens operates in the four core business segments of: foreign currency exchange; pawnbroking loans;
precious metals buying; and jewellery retail.
Foreign Currency
Pawnbroking
Purchases of precious
metals
Jewellery Retail
Ramsdens offers a value for
money proposition in new and
second hand jewellery and
the Board believes there is
significant growth potential for
Ramsdens in this segment by
leveraging its retail store estate,
its e-commerce operations
as well as by cross-selling to
customers of other services.
During FY17, revenue from this
segment increased by 23%
year on year to £5.9m (FY16:
£4.8m) and contributed £3.3m
to Group gross profit (FY16:
£2.9m), representing 14% of
Group gross profit (FY16:14%).
The jewellery gross profit
margin decreased from 62% to
56%. This was primarily a result
of a concerted and successful
effort to discount older slow
moving stock.
The foreign currency exchange
segment primarily comprises
of the sale and purchase of
foreign currency notes to
holiday makers. Ramsdens
also offers prepaid travel cards
and, as of September 2016,
international bank to
bank payments.
Ramsdens served over 600,000
customers for foreign currency
exchange during FY17 and
continues to enjoy a high
rate of repeat customers.
We estimate that we have
a 10-12% market share in
foreign exchange in the towns
where we operate with the
opportunity to continue to
grow this share.
The foreign currency exchange
service is the largest segment
of the business in recent years
and continued its impressive
growth in FY17 with currency
exchanged up 8% year on
year to £408m. Gross profit
(commission net of delivery
costs and exchange rate
movements) was £9.0m, up
from £7.6m in the prior year
representing growth of 18%.
This represents 37% of Group
gross profit in the year (FY16:
35%). This strong growth is
a reflection of increasing
awareness of the Ramsdens
brand as a highly competitive
and trusted provider of foreign
currency exchange services.
Pawnbroking is a small subset
of the consumer credit market
in the UK and a simple form
of asset backed lending where
an item of value, known as a
pledge, (in Ramsdens’ case
jewellery and watches), is given
to the pawnbroker in exchange
for a cash loan. Customers
who repay the capital sum
borrowed plus interest receive
their pledged item back. If a
customer fails to repay the
loan, the pawnbroker sells
the pledged item to repay
the amount borrowed plus
interest and fees. Pawnbroking
is regulated by the FCA in the
UK and Ramsdens is fully FCA
authorised.
Pawnbroking income has
provided recurring and stable
revenues for the Group in
recent years.
Over 33,000 customers used
our pawnbroking service
during the financial year and
the pawnbroking loan book
increased from £5.7m to
£6.0m, a year on year increase
of 5%. Interest income, which
includes the ultimate realisation
of jewellery sold or scrapped
from forfeited pledges, was 7%
higher at £6.1m (FY16: £5.7m)
and represented a yield of 105%
on the average pledge book
during the year. Pawnbroking
represented 25% of Group gross
profit in FY17 (FY16: 27%).
Through its precious metals
buying and selling service,
Ramsdens buys unwanted
jewellery, gold and other
precious metals from customers
for cash. Typically a customer
brings unwanted jewellery into
a Ramsdens store and a price
is agreed with the customer
depending upon the retail
potential, weight or carat of the
jewellery. Ramsdens has various
second-hand dealer licenses and
other permissions and adheres
to the police approved
“gold standard” for buying
precious metals.
Once jewellery has been bought
from the customer, the Group’s
dedicated jewellery department
decides whether or not to retail
the item through the store
network or online. Income
derived from jewellery which
is purchased and then retailed
is reflected in jewellery retail
income and profits. The residual
items are sold to a bullion dealer
for their intrinsic value and the
proceeds are reflected in the
accounts as precious metals
buying income.
During FY17, revenue from this
segment increased by 17% year
on year to £10.8m (FY16: £9.3m)
and contributed £4.3m to Group
gross profit (FY16: £3.8m),
representing 18% of Group gross
profit (FY16:18%). The weight of
gold purchased from customers
was up by 3% with the higher
gold price contributing to the
segment’s strong performance.
Gross profit increased
18% year on year to
£9.0m
Pawnbroking loan book
increased 5% year on year to
£6.0m
During FY17 revenue increased
17% year on year to
£10.8m
Jewellery Retail Revenue
increased 23% year on year to
£5.9m
Other services
In addition to the four core business segments the Group also provides additional
services in Cheque Cashing, Western Union money transfer, Sale and Buy Back of
Electronics, Franchise Fees and Credit Broking.
Revenue from these services in FY17 was
£2.7m resulting in £1.5m of gross profit
Revenue from these services in FY17 was £2.7m (FY16: £2.6m) resulting in
£1.5m (FY16: £1.5m) of gross profit. This represented 6% of the Group’s total
gross profit (FY16: 7%).
This represented
6% of the Group’s total gross profit
9
Ramsdens Holdings PLC - Annual Report 2017STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
CHIEF EXECUTIVE’S REVIEW continued
LOOKING AHEAD
We have a strong brand, a loyal
and growing customer base, a
committed and enterprising team
of employees, and a well invested
store and IT infrastructure. These
qualities and framework along with the
significant opportunities that exist for
expansion, give me the confidence for
the future to deliver on our strategic
objective to grow Ramsdens.
Peter Kenyon
Chief Executive Officer
10
Ramsdens Holdings PLC - Annual Report 2017STRATEGIC REPORT HIGHLANDS
Aberdeen
Elgin
Fraserburgh
Inverness
Peterhead
CENTRAL
SCOTLAND
Airdrie
Bellshill
Carlisle
Coatbridge
Cumbernauld
Dumfries
East Kilbride
Hamilton
Kirkintilloch
Motherwell
Rutherglen
Springburn
Wishaw
NORTH
Ashington
Benwell
Berwick
Blyth
Byker
Cramlington
Gateshead
Jarrow
Killingworth
King Street - South Shields
Newcastle
North Shields
The Nook - South Shields
Wallsend
Whitley Bay
NORTH EAST
CENTRAL
Billingham
Bishop Auckland
Bridges - Sunderland
Chester le Street
Chester Road -
Sunderland
Consett
Darlington
Durham
Hartlepool
Newton Aycliffe
Peterlee
Southwick
Stockton
Thornaby
Washington
WEST
SCOTLAND
Argyle Street - Glasgow
Ayr
Clydebank
Dumbarton
Greenock
Irvine
Kilmarnock
Paisley
Partick
Queens Park - Glasgow
Saltcoats
The Forge - Glasgow
EAST
SCOTLAND
Arbroath
Bathgate
Dalkeith
Dalry Road - Edinburgh
Duke Street - Edinburgh
Dundee
Dunfermline
Falkirk
Glenrothes
Grangemouth
Kirkcaldy
Livingston
Musselburgh
Perth
Stirling
NORTH & WEST
YORKSHIRE
Acklam
Bradford
Coulby Newham
Eston
Gilkes Street -
Middlesbrough
Halifax
Hill Street - Middlesbrough
Huddersfield
Keighley
Kirkgate
Linthorpe
Morley
Redcar
York
SOUTH & EAST
YORKSHIRE
Barrow
Bridlington
Chesterfield
Doncaster
Goole
Grimsby
Hessle Road - Hull
Hillsborough
Holderness Road - Hull
Lancaster
Lincoln
Rotherham
Scarborough
Scunthorpe
The Moor - Sheffield
FRANCHISE
STORES
Bury
Whitby
Harehills - Leeds
WEST
WALES
Aberdare
Bridgend
Carmarthen
Ebbw Vale
Haverfordwest
Llanelli
Merthyr
Morriston
Neath
Port Talbot
Swansea
EAST
WALES
Albany Road - Cardiff
Barry
Blackwood
Caerphilly
Cowbridge Road - Cardiff
Cwmbran
Llanrumney
Newport
Pontypridd
11
Ramsdens Holdings PLC - Annual Report 2017STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS FINANCIAL REVIEW
Ramsdens Holdings PLC was
admitted to AIM on 15 February 2017
(the ‘IPO’). To provide a meaningful
comparison to the prior financial
year and for future reporting periods,
the Financial Review reports on the
adjusted results excluding expenses
which consist of IPO related costs.
PROFIT BEFORE TAX
The underlying adjusted profit before tax excluding exceptional
items relating to IPO costs for 2017 was £4.0m an increase of
73% on the prior year results of £2.3m.
EARNINGS BEFORE INTEREST, TAX, DEPRECIATION
& AMORTISATION (‘EBITDA’)
The adjusted EBITDA increased by 27% to £6.0m from £4.7m
in the prior year.
12
Ramsdens Holdings PLC - Annual Report 2017STRATEGIC REPORT FINANCIAL RESULTS
A number of nonrecurring costs related to the IPO were incurred
during the year and have been treated as exceptional expenses
in the financial statements. To provide a meaningful year on year
comparison for historical and future periods, exceptional expenses in
the year of £1.1m have been excluded from the adjusted results.
The financial results are tabled below:
£000’s
Revenue
Gross profit
Administration expenses
Underlying operating profit
Net finance costs
Gain on fair value of
derivative financial liability
Underlying profit before tax
Exceptional items
Statutory profit before tax
FY17
£34,516
£24,288
(£19,735)
£4,553
(£614)
£107
£4,046
(£1,110)
£2,936
Underlying operating profit
£4,553
Depreciation and
amortization
Share based payments
Underlying EBITDA
Exceptional items
Statutory EBITDA
£1,450
£7
£6,010
(£1,110)
£4,900
REVENUE
Group revenue increased by 15% to £34.5m (FY16: £30.0m).
Revenue increased across all business segments as shown in the
table below:
FY16
% change
£000’s
Foreign currency margin
Pawnbroking interest
Jewellery sales
FY17
£8,971
£6,128
£5,909
Precious metals buying
£10,839
£7,586
£5,731
£4,807
£9,257
Income from other
financial services
£2,669
£2,597
Total
£34,516
£29,978
FY16
£29,978
£21,615
(£18,425)
£3,190
(£938)
£2,336
-
£2,336
£3,190
£1,542
-
£4,733
-
£4,733
GROSS PROFIT
With the exception of profit from Other Financial Services, which has
remained broadly flat, the Group’s business segments demonstrated
good growth in profitability against the previous year, as shown in
the table below:
£000’s
Foreign currency margin
Pawnbroking interest
Jewellery sales
Precious metals buying
Income from other
financial services
FY17
£8,971
£6,128
£3,321
£4,336
FY16
% change
£7,586
£5,731
£2,957
£3,801
18.3
7
12.3
14.1
£1,532
£1,540
(0.5)
£84
Total
£24,288
£21,615
EXPENSES
The Group's costs and administrative expenses increased by 7% to
£19.7m from £18.4m in the previous year. This increase includes
investment in staff and the additional costs in relation to Ramsdens’
sponsorship of Middlesbrough Football Club during the club’s time in
the Premier League last season.
TAXATION
The apparent disproportionate charge to tax in the current year is
due to the impact of the IPO costs which are non-deductible costs
for corporation tax purposes.
EARNINGS PER SHARE AND DIVIDEND
The statutory basic and diluted EPS for the year were 7.8p and 7.6p
respectively, up from 6.8p for both basic and fully diluted EPS in the
previous year.
To aid future comparisons, the adjusted profit after tax and the year
end closing number of shares give EPS of 10.1p up from FY16 6.8p.
18.3
7
22.9
17.1
2.8
CASH FLOW AND CASH POSITION
The new money raised in the IPO of £5.0m was used to repay the
Group's loan notes of £4.0m and to substantially finance the IPO
costs of £1.1m.
The overall increase in cash and cash equivalents was £0.9m,
bringing total cash and cash equivalents to £11.9m (FY16 £11.0m) .
This is after:
1) growing trade and other receivables by £0.7m,
principally the Pawnbroking loan book; and
2) increasing the inventory level by £2.0m.
As the above table shows we delivered significant double digit
revenue growth in three of the five reporting segments as a result
of continuing to improve our product offering and customer service
across the business.
13
Ramsdens Holdings PLC - Annual Report 2017STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
FINANCIAL REVIEW continued
£2.9m of the Group’s £5.0m revolving credit facility from Yorkshire
Bank was repaid during the year and £2.5m (£2.3m net of borrowing
costs) was drawn from the new three year £7.0m revolving credit
facility from Yorkshire Bank by the year end.
The Group’s strong cash position together with an additional £4.5m
being available to draw down from the revolving credit facility,
provides the Company with substantial funds to deliver its strategy.
INVENTORY
Inventory comprises jewellery stock for resale and precious metals
in the course of realisation through scrapping. Inventory at year
end increased from £3.3m to £5.3m. The increase is attributable
to offering more jewellery for sale in the existing store network and
stock being accumulated for the new store opening program.
CAPITAL EXPENDITURE
During the financial year the Group acquired a small loan book from
a competitor and paid a small premium of £21,000 to acquire the
attendant customer relationships associated with the trading assets.
In terms of fixed and intangible assets, the Group invested £471,000
in leasehold improvements, IT equipment, website and fixtures
and fittings.
Martin Clyburn
Chief Financial Officer
6 June 2017
14
Ramsdens Holdings PLC - Annual Report 2017STRATEGIC REPORT PRINCIPAL RISKS AND UNCERTAINTIES
The Corporate Governance Report includes an overview of the Company’s approach to risk management and internal control systems and
processes. Set out below are the principal risks and uncertainties that the Company faces and the activities designed to mitigate these risks.
The Board recognises that the nature and scope of risks can change and that there may be other risks to which the Group is exposed and
therefore the list is not intended to be exhaustive.
Risk and Impact
Mitigating Factors
Economic Risk
The Group faces potential risks associated with the proposed exit by the UK
from its membership of the European Union, and the potential uncertainty
preceding that exit. The UK exiting the European Union could materially
change both the fiscal and legal framework in which the Group operates,
and it could have a material impact on the UK's economy and its future
economic growth. In addition, prolonged uncertainty regarding aspects
of the UK economy due to the uncertainty around the proposed exit could
damage customers' and investors' confidence.
Regulatory
The Group must be FCA authorised to offer its pawnbroking and credit
broking services. In addition, regulation could change and is changing
with the 4th and 5th Money Laundering Regulations and the General Data
Protection Regulations.
Loss arising from a breach of existing FCA regulations or changes in the
markets within which the group operates.
Exchange Rate Risk
Whilst the Group trades exclusively in the UK, the foreign exchange cash held
in store is exposed to the risks of currency fluctuations.
There is the daily risk of buying today, receiving the currency the next day,
and subsequently selling it and being susceptible to movements in the
exchange rate.
There is a period end risk for the FX stock which remains in the branch tills.
Terrorism and Staycation
A core area of the Group business is foreign currency exchange. Fewer
people travelling to Europe, an increase in terrorist activity abroad or a
trend towards the "staycation" could reduce the amount of foreign currency
required and have a material adverse effect on the commercial and
financial performance of the Group.
Gold Price
The Group is sensitive to movements in gold prices and the prices of other
precious metals.
A fall in the price of gold and silver and other precious metals may reduce
the value of the Group’s assets and adversely affect liquidity.
A significant and sustained decline in the price of gold would adversely
affect the value of jewellery pledged as collateral by pawnbroking
customers and the stock held by the Group. This may also affect volume of
jewellery sales and default rates on pawnbroking loans.
Bank Policies
The Group is reliant on its UK banks for banking facilities. Some UK banks
have had difficulties with their Anti Money Laundering controls and have
consequently stopped providing services to all money service businesses,
which covers companies such as Ramsdens.
Any change to the policies or approach of the Group's principal banks or
any withdrawal or reduction in the bank facilities available to the Group
would have a material adverse impact on the ability of the Group to carry
out its business.
Scotland and Independence
The Scottish National Party's policy to continue to seek independence
from the UK creates the risk of Scotland adopting the Euro or another
currency and having different legislation, policies, regulators and trading
arrangements and agreements. Prolonged uncertainty in relation to the
position of Scotland within the UK could have a material adverse effect on
the Group's business, operations and financial condition.
The Group mitigates this risk by having diversified income streams which
are counter cyclical and to a degree recession proof. Where possible the
Group has flexible property lease arrangements.
The Group receives legal advice from advisers and through various
memberships of trade associations and the Board are always made aware
of regulatory changes.
The Group has well developed IT systems, operational controls,
comprehensive training and a rigorous compliance monitoring program in
order to maintain adherence to legislation.
The Group uses a mix of monthly and weekly derivative financial
instruments to hedge against adverse exchange rate movements in its two
key currencies, Euros and US dollars.
The UK holiday maker has currently sought to travel to other foreign
destinations. Should this change, the Group feels that its strong brand and
diversified income streams will enable it to cope with any reduced demand
better than its competitors.
The Group forecasts using sensitised gold prices.
The Group has the flexibility to amend its lending and buying parameters
at short notice. It also has a greater focus on the retail of jewellery as the
disposition route rather than the intrinsic value of the precious metal held
as security or purchased.
The Group mitigates this risk by being dual banked, currently Barclays and
Yorkshire, and also by having an independent external audit to evidence the
Group’s industry leading AML policies, procedures and controls.
Scotland adopting the Euro or a new Scottish currency could be an
opportunity for the Group. The Group where possible has flexible lease
arrangements so that it can keep its store estate under review.
15
Ramsdens Holdings PLC - Annual Report 2017STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS PRINCIPAL RISKS AND UNCERTAINTIES continued
Liquidity and forecasting risk
The operations of the Group are dependent on it having sufficient cash
resources and liquidity of assets.
The Group has a strong balance sheet with a healthy cash position
supported by a medium term revolving credit finance facility from
Clydesdale Bank trading as Yorkshire Bank.
The Group uses a bespoke financial modelling tool to help predict future
cash flows to ensure it has sufficient cash resources.
Credit Risk Assessment
Whilst the Group only provides pawnbroking loans secured on customers
jewellery and watches it requires an accurate assessment of the value of
those assets should the customer default.
The Group has invested in training programs and IT systems to help the
customer facing store staff to accurately value customer assets should
loans not be repaid. The store staff are supported by experienced and
skilled Area Managers and product experts.
Reputational Risk
The Group’s financial performance is influenced by the image, perception
and recognition of the Ramsdens brand, which in turn depends on many
factors such as its store estate, communication activities including
marketing, public relations, sponsorship, commercial partnerships and
maintenance of its corporate and market profile and its trusted brand
reputation. The Group is also well aware that customer recommendations
are critical to growing the business and that poor service will be
detrimental to that objective.
IT Security
The Group is reliant on the stability of its IT system including recording,
tracking and processing transactions and inventory, summarising results
and managing its business. All aspects of the operations of the business,
both customer facing as well as internal management, regulation and
control is reliant on the IT and software systems of the Group.
Malicious attacks, data breaches or viruses, could lead to business
interruption and reputational damage.
Internal financial crime
The Group is at risk to internal financial crime which includes fraud,
misconduct, improper practice or theft by any of the Group's employees
including loss through theft of cash, jewellery and other assets or data
theft. This could expose the Group to financial losses as a result of the
reimbursement of customers or other business partners, or due to fines
or other regulatory sanctions, which could also significantly damage the
Group's reputation
The Group invests heavily in its staff development and monitoring
customer service through customer surveys, mystery shops using video
and internal audits.
The Group has a comprehensive business continuity plan to minimize the
impact to the business should the IT systems fail. The Group undertakes
annual penetration testing to test the infrastructure and data security.
The internal IT team assesses daily any vulnerability to potential cyber
threats and uses anti-virus software to protect the systems integrity.
The Group has cyber insurance appropriate to its risk profile.
The Group mitigates this risk by having a robust IT system, an independent
internal audit department which randomly audits branches and head office
departments at least twice per annum and an active centralised compliance
and risk function looking for abnormal patterns in transactions.
External crime
The Group is at risk of asset loss from external sources including break-in
and theft. Such actions could expose the Group to financial loss resulting
from the need to reimburse customers or other business partners or as a
result of fines or other regulatory sanctions, and may significantly damage
the Group’s reputation.
The Group has high levels of physical security and sophisticated alarm
systems for its stores and head office. The Group retains all customer data
behind 2 firewalls and utilises data encryption.
The Group maintains business insurance for material losses.
External financial crime
The Group is at risk from various forms of criminal activity including, theft,
money laundering, hacking, cyber crime, fraud and dealing in stolen goods.
Damage to the Group’s reputation as a result of these or other factors
could have a material adverse effect on its business, operations, financial
condition or growth prospects.
Competitor Activity
Ramsdens operates in a competitive environment and has a number of
competitors for each of its business segments. Ramsdens competes with
companies which may have greater financial resources and negotiation
power with suppliers and landlords than it does. The business of the Group
could be affected by the loss of market share due to competition.
The Group mitigates risk by having policies and processes to identify and
stop attempts to involve Ramsdens with financial crime activity.
The policies and processes are audited for compliance at least twice
per annum by the independent internal audit function of the business
supported by the centralised compliance and risk team who review
transactions outside normal trading parameters.
The direct competition for pawnbroking and associated services has
reduced over the last 12 months as competitors have been affected by a
need to change their business models as a result of interest rate caps being
introduced into the pay day loan sector (a product which Ramsdens do not
offer). The Directors believe that competition levels will fall further over the
next year.
The Competition for foreign exchange continues to grow but the Directors
believe with a strong brand, great customer service and great value for
money rates which are offered due to cross subsidisation of costs, helps it
to maintain and grow its market share.
16
Ramsdens Holdings PLC - Annual Report 2017STRATEGIC REPORT CORPORATE SOCIAL RESPONSIBILITY
The Group has always prided itself on acting responsibly in all
that it does.
PEOPLE
Ramsdens has an ethos of continually trying to improve what it
does and how it does it. The pursuit to do things better is only
possible because of the hard work, dedication and enthusiasm of the
people within the business. The Group is committed to supporting
its people and allowing them to develop and grow within the
organisation.
HIGHLIGHTS
Two Regional Managers were promoted from within the business
Four of the nine Area Managers were promoted from within the
business
Three of the five Internal Auditors were promoted from within the
business
Excluding acquired branches which still have the same Branch
Managers (13), 70 (63%) Branch Managers were promoted from
within the business
This has only been possible because of the staff development
culture that already exists within the business. All new staff attend
a week long, classroom based training before being mentored in
branch. Line managers teach employees technical skills and deliver
behavioural training and further employee development is acquired
through a comprehensive e-Learning facility and regular area
meetings.
All staff benefited from their birthday being an additional day’s
holiday in our last financial year and will do so again in the current
financial year.
The Group has undertaken an Energy Savings Opportunities Scheme
audit (ESOS) which looked at energy consumption in our branches,
head office and transport. The Group is part way through an
initiative to install LED lighting across the property estate.
The Group also provides sealable clear plastic bags for the foreign
currency notes which are the exact size to meet the airline
requirements for carrying liquids on board in hand luggage.
The Group expects its turnover to be greater than £36.0m in the
forthcoming year and as a consequence the Modern Slavery Act will
apply to it . The Group is currently engaging with its suppliers to
seek reassurance that there is no modern slavery within the Group’s
supply chain.
The Company has assisted various charities during the financial
year. The biggest event was facilitating a Christmas afternoon
tea at Middlesbrough Football Club’s stadium where attendees
met the players and could enjoy an afternoon of chatting to their
footballing heroes, and getting photographs and autographs. The
event raised over £8,800 for Teesside Hospice, Butterwick Hospice,
MFC Foundation, Finlay Cooper Foundation, RNLI, Zoe’s Place and
Great North Air Ambulance. The Company directly supports many
other small local charities through donations and raffle prizes as
well as promoting all staff fund raising initiatives. The Company
also supported the MacMillan coffee morning, Save the Children
Christmas Jumper appeal and donated to raise funds for NSPCC
during the year.
The strategic report, as set out on pages 3-17, has been
approved by the board.
A centrally issued weekly newsletter supplemented by area
communications keeps staff informed on Company matters.
By order of the Board
The Company staff suggestion scheme is well supported as our
people contribute to how we can improve processes and products –
all part of the continuous improvement culture within the business.
The Group undertook its first comprehensive staff engagement
survey late in 2016. Whilst overall the findings were positive from
the employees, there were areas where the Directors felt the
Company could further improve. The Directors aim to deliver on this
as the business progresses.
Peter Kenyon
Chief Executive Officer
6 June 2017
17
17
Ramsdens Holdings PLC - Annual Report 2017STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS CORPORATE
GOVERNANCE
18
Ramsdens Holdings PLC - Annual Report 2017
STRATEGIC REPORT Serving all your
travel money needs
Ramsdens Holdings PLC - Annual Report 2017
19
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS CORPORATE GOVERNANCE
BOARD OF DIRECTORS
EXECUTIVE DIRECTORS
NON-EXECUTIVE DIRECTORS
20
Peter Edward Kenyon (52)
Chief Executive Officer
Peter joined Ramsdens in November 2001 as Operations Director and was appointed Chief Executive
Officer in January 2008. Peter led the MBO in 2014 and has been responsible for over 25 acquisitions
for the Group. He is responsible for overseeing all operations of the business and for deciding the
Group's strategy. Prior to joining Ramsdens, Peter's early career was with Yorkshire Bank for 17 years.
He is a Council Member of the National Pawnbrokers Association and became a director of the Company
at the time of the MBO in September 2014.
Martin Anthony Clyburn (35)
Chief Finance Officer
Martin joined Ramsdens in 2009 and is a Chartered Accountant having previously qualified with
respected North East firm, Keith Robinson & Co. Martin joined the board of the Company as Chief
Financial Officer in August 2016. Martin is responsible for the finance function within the Group and
also works closely with the IT team ensuring the IT and accounting systems are fully integrated. Martin
lectured part time at the University of Teesside from 2006 – 2012. Martin holds a degree in MORSE
from Warwick University.
Andrew David Meehan (62)
Non-Executive Chairman
Andy is a highly experienced retail executive with over 30 years' experience including CEO and CFO in
roles at the Co-Operative Retail Services, Storehouse plc and Sears plc. For the last 10 years he has
held a number of chairmanships and non-executive positions in several retail and consumer product
businesses including Fortnum and Mason, GHD Group and American Golf. Andy is a Chartered
Accountant and holds a degree in Politics and Economics from Oxford University and has been Chairman
of the Company since September 2014.
Simon Edward Herrick (53)
Non-Executive Director
Simon joined the board of the Company on 1 January 2017. Simon has significant experience in senior
finance roles including positions as CFO of Debenhams plc, Northern Foods plc, Kesa Electricals plc and
PA Consulting Limited. Since leaving Debenhams, Simon has undertaken consultancy work in the retail
sector, most recently as CFO of Crew Clothing Company. Simon is a Chartered Accountant and holds an
MBA from Durham University.
Stephen John Smith (59)
Non-Executive Director
Steve joined the board of the Company on 1 January 2017. Steve retired as CEO of Northgate plc in 2010
after a career with Northgate spanning over 20 years. Since leaving Northgate, Steve has served as a
non-executive director on the boards of various family and private equity backed businesses, including
four positions as Chairman. Steve is a Chartered Accountant and holds a degree in Economics from the
London School of Economics.
Ramsdens Holdings PLC - Annual Report 2017 CORPORATE GOVERNANCE
Chairman’s Introduction
In this section of our report, we set out our Corporate Governance
Framework. This is our first statement since admission to AIM on
15 February 2017.
The Directors recognise the importance of sound corporate
governance and confirm that they intend to comply with the QCA
guidelines (as devised by the QCA in consultation with a number
of significant institutional small company investors). Although
the UK Corporate Governance Code is not compulsory for AIM
listed companies, the Company is committed to high standards of
corporate governance. This section of our report describes how the
company applies the principles of good corporate governance in the
best interests of all stakeholders in the business.
Andrew Meehan
Non-Executive Chairman
The Composition of the Board
The Board comprises of five directors, two Executive directors
and three Non-Executive directors, reflecting a blend of different
experience and backgrounds. All of Non-Executive Directors are
considered independent.
The following table shows directors attendance at scheduled board
and committee meetings during the year.
Board
Audit
Remuneration
Nomination
Andrew Meehan
Simon Herrick
Stephen Smith
Peter Kenyon
Martin Clyburn
4/4
4/4
4/4
4/4
4/4
1/1
1/1
1/1
1/1
1/1
1/1
0/0
0/0
0/0
Board decisions and activity during the year
The board has a schedule of regular business, financial and
operational matters and each Board Committee has compiled a
schedule of work to ensure that all areas for which the Board has
responsibility are addressed and reviewed during the course of the
year. The Chairman, aided by the Company Secretary, is responsible
for ensuring the Directors receive accurate and timely information.
The Company Secretary compiles the Board and Committee papers
which are circulated to the Directors prior to the meetings.
The Company Secretary also ensures that any feedback or
suggestions for improvement on Board papers is fed back to
management and ensures input is gathered from all Board members
on matters that should be included for consideration at meetings.
The Company Secretary provides minutes of each meeting and every
Director is aware of the right to have any concerns minuted.
How the Board operates
The Board is responsible for reviewing, formulating and approving
the Group’s strategy, budgets and corporate actions and oversee the
Group’s progress towards its goals. This is formally documented in a
schedule of matters reserved for board approval and includes;
In addition to the board meetings there is regular communication
between Executive and Non-Executive Directors, including where
appropriate updates on matters requiring attention prior to the next
scheduled board meeting. It is intended that the Non-Executive
Directors will meet as appropriate, but not less than annually,
without the Executive Directors being present.
• Strategy and business plans, including annual budget, new
stores and acquisitions
Internal controls on risk management and policies
• Structure and capital including dividends
• Financial reporting and controls
•
• Significant contracts and expenditure
• Communication with shareholders
• Remuneration and employment benefits
• Changes to the board composition
Board Meetings
The Board has met four times since admission to AIM. For all board
meetings, an agenda is established and papers circulated in advance
so that all Directors can give due consideration to the matters in
hand.
As a minimum the Board will meet 10 times per annum and the
matters discussed include;
• Update on all governance legal, health & safety and risk
matters
• Financial performance review including cash flow
management
• Operating performance against KPIs, including presentations
from Senior Managers
• Progress on all strategic aims of the business including new
stores and acquisitions
• Proposals on any areas of major expenditure
The Board will at least annually consider the Group’s strategic plan
and annual budget.
Board Committees
The Board has delegated specific responsibilities to the Audit and
Risk, Remuneration and Nomination Committees. Each Committee
has terms of reference setting out its duties, authority and reporting
responsibilities. The terms of reference of each Committee were
put in place at the time of the Company’s admission to AIM and it
is intended they will be kept under review to ensure they remain
appropriate and reflect any changes in legislation, regulation or best
practice. Each committee comprises the Non-Executive Directors.
Board effectiveness
The skills and experience of the Board are set out in their
biographical details on page 20. The experience and knowledge
of each of the Directors gives them the ability to constructively
challenge strategy and scrutinise performance.
Steve and Simon joined the Board in January 2017 and took part in
an induction process prior to joining the Board, during which they
undertook store visits, met with key employees and advisers and
received presentations from the Executive Directors on strategy and
finance. It is intended that, in the future, on joining the Board, new
directors will undergo a formal programme which will be tailored to
the existing knowledge and experience of the director concerned.
Time Commitments
All Directors have been advised of the time required to fulfil the role
prior to appointment and were asked to confirm that they could
make the required commitment before they were appointed.
This requirement is included in their letter of appointment.
21
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSRamsdens Holdings PLC - Annual Report 2017 Relations with Shareholders
The Group intends to maintain communication with institutional
shareholders through individual meetings with Executive Directors,
particularly following publication of the Group’s interim and full year
results. Private shareholders are encouraged to attend the AGM at
which the Group’s activities are considered and questions answered.
General information about the Group is available on the Group’s
website; www.ramsdensplc.com.The Non-Executive Directors are
available to discuss any matters stakeholders might wish to raise,
and the Chairman and Non-Executive Directors will attend meetings
with investors and analysts as required. Investor relations activity
and a review of the share register are standing items on the
board agenda.
Annual General Meeting (AGM)
The Company’s AGM will take place on 19 July 2017. The Annual
Report and Accounts and Notice of the AGM will be sent to
shareholders at least 20 working days prior to this date.
CORPORATE GOVERNANCE
CORPORATE GOVERNANCE continued
Development
The Company Secretary ensures that all Directors are kept
abreast of changes in relevant legislation and regulations, with the
assistance of the Group’s advisers where appropriate. Executive
Directors are subject to the Group's performance review process
through which their performance against objectives is reviewed and
their personal and professional development needs considered.
External Appointments
In the appropriate circumstances, the Board may authorise Executive
Directors to take non-executive positions in other companies and
organisations provided the time commitment does not conflict
with the Director’s duties to the Company. The appointment
to such position is subject to the Board's approval. The Board
has authorised Peter Kenyon to be a director of the National
Pawnbrokers Association, the trade body for pawnbroking.
Conflicts of Interest
At each meeting, the Board considers Directors’ conflicts of interest.
The Company’s Articles of Association (Articles) provide for the
Board to authorise any actual or potential conflicts of interest.
Directors’ and Officers’ Liability Insurance
The Company has purchased Directors’ and Officers’ liability
insurance as allowed by the Company’s Articles.
Election of Directors
Under the Company’s articles of association at every Annual General
Meeting at least one third of the directors who are subject to
retirement by rotation are required to retire and may be proposed
for re-election. In addition, any director who was appointed since the
previous AGM automatically retires at their first AGM and, if eligible,
can seek re-appointment.
However the Board recognises the UK Corporate Governance Code’s
recommendation that all directors should stand for re-election each
year and, whilst not a requirement, the Board has decided to adopt
this recommendation as best practice. As such, all Directors will
offer themselves for election at each AGM.
Risk Management and Internal Controls
The Board has ultimate responsibility for the Group’s system of
internal control and for reviewing its effectiveness. However, any
such system of internal control can provide only reasonable, but
not absolute, assurance against material misstatement or loss. The
Board considers that the internal controls in place are appropriate
for the size, complexity and risk profile of the Group. The principal
elements of the Group’s internal control system include:
•
Day to day management of the activities of the Group by the
Executive Directors;
• An organisation structure with defined levels of responsibility
including a comprehensive compliance and risk function.
The Head of Compliance and Risk maintains a risk register,
compliance monitoring program and reports to the Executive
Directors monthly;
• A detailed annual budget is prepared including profit and
loss, balance sheet and cash flow. The budget is approved
by the Board;
• Detailed monthly reporting of performance against budget;
and
• Central control over key areas of capital expenditure,
commercial contracts, litigation and treasury.
The Group continues to review its system of internal control to
ensure compliance with best practice, whilst also having regard to
its size and resources available.
22
Ramsdens Holdings PLC - Annual Report 2017
AUDIT AND RISK COMMITTEE
ON BEHALF OF THE BOARD, I AM PLEASED TO PRESENT THE
AUDIT AND RISK COMMITTEE REPORT FOR THE YEAR TO
31 MARCH 2017.
The Audit and Risk Committee is responsible for ensuring that
the financial performance of the Group is properly reported
and reviewed. Its role includes monitoring the integrity of the
financial statements (interim and annual accounts and results
announcements), reviewing any changes to accounting policies,
reviewing and monitoring the extent of the non-audit services
undertaken by external auditors, advising on the appointment of
external auditors and reviewing the effectiveness of the Group’s
internal controls and risk management systems.
Members of the Audit and Risk Committee
The Committee consists of myself as Chair and my two fellow Non-
Executive Directors, Steve Smith and Andy Meehan. The Committee
has met once in the period. The Board is satisfied that I, as Chair of
the Committee have recent and relevant financial experience. I am
a Chartered Accountant and have served as Chief Financial Officer
at Debenhams plc and Northern Foods plc. I report to the Board on
all issues discussed by the Committee and present the Committee’s
recommendations. The Committee also meets the external auditors
without any Executive Directors or senior management present.
Duties of the Committee
The main duties of the Audit and Risk Committee are set out in its
terms of reference. The Committee meets a minimum twice per year.
The main items of business considered by the Committee to date
have been:
•
Review of the financial statements and Annual Report;
• Consideration of the external audit report and management
representation letter;
• Review of the suitability of the external auditor;
• Going concern review; and
• Review of the risk management and internal control systems
including the internal compliance and risk function and
compliance monitoring program.
Role of the External Auditor
The Audit and Risk Committee monitors the relationship with
the external auditor, Ernst & Young LLP, to ensure that auditor
independence and objectivity are maintained. As part of its review,
the Committee monitors the provision of non-audit services by the
external auditor and assesses the auditor's performance. Having
reviewed the auditor’s independence and performance, the Audit
and Risk Committee recommends that Ernst & Young LLP be re-
appointed as the Company’s auditor at the next AGM.
Audit process
The auditor prepares an audit plan for the review of the year's
financial statements. The audit plan sets out the scope of the audit,
areas to be targeted and audit timetable. The plan is reviewed and
agreed in advance by the Audit and Risk Committee. Following
the audit, the auditor presented its findings to the Audit and Risk
Committee for discussion. The Auditors report can be found on
pages 32 and 33.
Internal Audit
The Group has a compliance and risk function which under the
direction of the Audit and Risk Committee undertakes asset
verification checks of all branch and head office departmental
cash, pledge and inventory balances and processes for adherence
to policies and procedures. The compliance and risk function
has weekly meetings with at least one Executive Director and the
minutes of those meetings are reviewed by the Audit and Risk
Committee.
Risk Management and Internal Controls
As described on page 21, the Group has established a framework
of risk management and internal control systems, policies and
procedures. The Audit and Risk Committee is responsible for
reviewing the risk management and internal control framework and
ensuring it operates effectively. The Committee has reviewed the
framework and is satisfied that the internal control systems in place
are currently operating effectively.
Whistleblowing
The Group has in place a whistleblowing policy which sets out
the formal process by which an employee of the Group may, in
confidence, raise concerns about possible improprieties in financial
reporting and other matters. Whistleblowing is a standing item on
the Committee’s agenda and updates are provided at each meeting.
During the period there were no incidents for consideration.
Anti-Bribery
The Group has in place an anti-bribery and anti-corruption policy
which sets out its zero tolerance position and provides information
and guidance to those working for the Group on how to recognise
and deal with bribery and corruption issues. During the period there
were no incidents for consideration.
Going Concern
The Directors have prepared a detailed forecast with a supporting
business plan for the foreseeable future. The forecast indicates that
the Group will remain in compliance with its banking covenants
throughout the forecast period. As such, the Directors have a
reasonable expectation that the Company and the Group has
adequate resources to continue in operational existence for the
foreseeable future. For this reason, they continue to adopt the going
concern basis in preparing financial statements.
Simon Herrick
Chair of the Audit and Risk Committee.
23
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSRamsdens Holdings PLC - Annual Report 2017
CORPORATE GOVERNANCE
NOMINATION COMMITTEE
ON BEHALF OF THE BOARD I AM PLEASED TO PRESENT THE
NOMINATION COMMITTEE REPORT FOR THE YEAR ENDED
31 MARCH 2017.
Members of the Nomination Committee
The Nomination Committee consists of myself and my follow
Non-executive Directors, Simon Herrick and Steve Smith.
Duties of the Nomination Committee
In carrying out is duties, the Nomination Committee is primarily
responsible for:
Identifying and nominating individuals to fill Board vacancies;
•
• Evaluating the structure and composition of the Board with
regards the balance of skills, knowledge, experience and
making recommendations accordingly;
• Drafting the job descriptions of all Board members;
• Reviewing the time requirements of the Non-Executive
Directors
• Giving full consideration to succession planning
• Reviewing the leadership of the Group
The Committee is scheduled to meet once a year but it will meet
more frequently if required. The Committee reports to the Board
on how it has discharged its responsibilities in accordance with its
terms of reference.
Activity during the year
The Committee has not met since the Company's admission to AIM
but it intends to do so before the end of the current financial year
ending March 2018 when it will agree a schedule of work for the
year which will include long-term succession planning at the senior
management level. It will also review its terms of reference and
consider the management framework and governance structure
currently in place.
Andrew Meehan
Chair of the Nominations Committee
24
Ramsdens Holdings PLC - Annual Report 2017
REMUNERATION COMMITTEE
ON BEHALF OF THE BOARD I AM PLEASED TO PRESENT THE
DIRECTORS’ REMUNERATION REPORT FOR THE YEAR ENDING
31 MARCH 2017 WHICH SETS OUT THE REMUNERATION
POLICY AND THE REMUNERATION AND BENEFITS PAID TO
THE DIRECTORS FOR THE YEAR.
Non-Executive Directors
The Non-Executive Directors signed letters of appointment with the
Company on admission to AIM for the provision of Non-Executive
directors’ services, which may be terminable on giving three months
written notice. The Non-Executive Directors’ remuneration is
determined by the Board.
Although as an AIM listed company the Company is not subject to
the reporting regulations of fully listed companies in the UK, the
Remuneration Committee has taken account of these regulations in
the preparation of the Directors’ Remuneration Report.
Directors' Remuneration
The following table summarises the total gross remuneration of the
Directors who served during the year to 31 March 2017.
Composition and Role
The Remuneration Committee consists of myself and my follow Non-
Executive Directors, Andy Meehan and Steve Smith. The Committee
operates under the Group’s agreed terms of reference and is
responsible for reviewing all senior executive appointments and
determining the Group’s policy in respect of terms of employment
including remuneration packages of Executive Directors. The
Remuneration Committee has met once since being admitted to AIM
and will meet at least twice in any financial year.
None of the Committee has any personal financial interests,
other than as shareholders in matters directly decided by the
Committee nor are there any conflicts of interest arising from cross
directorships or day to day involvement in the running of
the business.
Remuneration Policy
In anticipation of admission to AIM, the Group undertook a review of
its remuneration policy for Directors to ensure that it is appropriate
for a listed company. Our policy on executive remuneration is
designed to:
•
•
•
Include a competitive mix of base salary, pension, annual
bonus and long term incentives, with an appropriate
proportion of the package determined by stretching targets
linked to the Group’s performance;
Promote the long-term success of the Group in line with our
strategy; and
Provide appropriate alignment between the interests
of shareholders and executives including minimum
shareholdings.
Executive Directors’ Service Contracts
The Executive Directors signed new service contracts with the
Company on admission to AIM. These are not of fixed duration and
terminable by either party giving 12 months written notice.
FY17
FY16
Basic
salary Bonus Pension
Total
Total
Executive
Peter Kenyon
£144,167 £50,000
£12,916 £207,083
£180,574
Martin Clyburn***
£49,167 £17,500
£1,666
£68,333
Michael Johnson*
£84,167
£5,510
£89,677
£123,620
Kevin Brown*
£50,000
£42,424
£92,424
£119,395
Non Executive
Andrew Meehan
£31,545
£31,545
£13,000
Simon Herrick**
£10,500
Stephen Smith**
£8,750
£10,500
£8,750
Aggregate
remuneration £378,295 £67,500 £62,517 £508,312
£436,589
Andy Ball and Tom Rowley received no remuneration in their role as
Non-Executive Directors for neither FY16 and FY17.
*Mike Johnson and Kevin Brown resigned as directors of the
Company prior to admission to AIM and the above relates to their
period as directors of the Company.
**Simon Herrick and Steve Smith were appointed with effect from
2 January 2017.
***Martin Clyburn’s remuneration above relates only to the period
after which he became a director of the Company.
25
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSRamsdens Holdings PLC - Annual Report 2017 CORPORATE GOVERNANCE
REMUNERATION COMMITTEE continued
The Remuneration Policy for FY18 will operate as follows:
The following Directors and employees have been granted the
following awards under the LTIP.
Basic salary
Bonus
Pension
Executive
Peter Kenyon
£175,000
Up to 100%
10% of salary
Martin Clyburn*
£100,000
Up to 100%
10% of salary
Non Executive
Andrew Meehan
Simon Herrick
Stephen Smith
£57,500
£42,000
£35,000
Peter Kenyon
Martin Clyburn
Micheal Johnson
Jason Carr
Matthew Fothergill
Michael Wilson
Mark Smith
Number of shares awarded
under the LTIP scheme
250,000
138,889
138,889
69,444
69,444
69,444
69,444
*Subject to performance, Martin Clyburn’s base salary will be
increased to £120,000 from 1 August 2017.
The bonus opportunities for FY18 will be assessed against the
Group’s profit and against personal performance objectives. The
bonus percentage will adjust from zero to a maximum of 100% set
against challenging performance targets.
The Directors hold the following notifiable beneficial interests in the
ordinary share capital of the Company.
e
r
a
h
s
f
o
e
p
y
T
e
c
n
i
s
d
e
r
i
u
q
c
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n
o
i
s
s
i
m
d
a
e
c
n
i
s
d
l
o
S
n
o
i
s
s
i
m
d
a
h
c
r
a
M
1
3
t
a
s
A
7
1
0
2
t
a
g
n
d
l
o
H
i
n
o
i
s
s
i
m
d
A
Long Term Incentive Plan
On admission to AIM the Group introduced a Long Term Incentive
Plan (LTIP) for the following Directors and Employees set against two
performance criteria over the financial years from admission to the
year ending 31 March 2020 (FY20).
Fifty percent of the award is based on the total shareholder return
(share price movement and the value of dividends) over the period
from admission to AIM to 31 March 2020 with no award being made
if the return rate is less than 30% over the period. A sliding scale will
apply with 100% of the award vesting if 60% growth is achieved over
the period.
Fifty percent of the award is based on increasing the earnings per
share. No award will be made if the earnings per share do not grow
by 24% over the three years from FY17 to FY20. A sliding scale will
apply with 100% of the award vesting if 45% growth is achieved over
the period.
Executive
Peter Kenyon
1p ordinary 1,591,250
Martin Clyburn*
1p ordinary
209,375
Non Executive
Andrew Meehan*
1p ordinary
332,320
Simon Herrick
1p ordinary
Stephen Smith*
1p ordinary
19,950
31,894
*held in personal name or in spouse’s name.
1,591,250
209,375
332,320
19,950
31,894
If you have any comments or questions on anything contained in this
Remuneration Report, I will be available at the AGM.
The award is an option over a number of shares with an exercise
price equivalent to their nominal value.
Simon Herrick
Chair of the Remuneration Committee
Please note the remuneration report is not audited by Ernst&Young LLP, please refer to note 9 of the financial statements where the audit
information can be found (Page 49).
26
Ramsdens Holdings PLC - Annual Report 2017
DIRECTORS' REPORT FOR THE YEAR ENDED 31 MARCH 2017
The directors have pleasure in presenting their report and
the financial statements of the group for the period ended
31 March 2017.
Principal Activities and Business Review
The principal activities of the Group during the period were; the
supply of foreign currency exchange services, pawnbroking, related
financial services, jewellery sales and the purchase of unwanted
gold jewellery from the general public subsequently sold to the
bullion market. The results for the period and the financial position
of the Group are as shown in the annexed financial statements.
A review of the business and its future development is given in the
Chairman’s and Chief Executive’s statements
Results and Dividends
The results for the year are set out in the consolidated income
statement on page 34.
Executive
Martin Clyburn –appointed 04/08/2016
Peter Kenyon
Kevin Brown – resigned 01/02/2017
Michael Johnson - resigned 01/02/2017
Non-Executive
Andrew Meehan
Stephen Smith - appointed 01/01/2017
Simon Herrick - appointed 01/01/2017
Thomas Rowley - resigned 01/02/2017
Andrew Ball - resigned 01/02/2017
The directors propose a final dividend of 1.3p per share subject to
the approval at the Annual General Meeting on 19 July 2017.
Directors’ beneficial interests and their remuneration are detailed in
the Remuneration Report on pages 25 and 26
Likely Future Development
Our priorities for the following financial year are disclosed in the
CEO’s Strategic Report on pages 6 and 7.
Substantial Shareholdings
As far as the Directors are aware, the only notifiable holdings equal
to or in excess of 3% of the issued ordinary share capital at 31 March
2017 were as shown in the table below.
Name of holder
NorthEdge Capital
City Financial
Premier Fund Mgt.
Number
9,262,700
3,220,930
2,662,791
Artemis Investment Mgt.
2,197,674
AXA Investment Mgrs.
Mr Peter Kenyon (CEO)
Hargreave Hale
Otus Capital Mgt.
1,732,558
1,591,250
1,525,833
1,431,721
% of voting
rights in the issued
share capital
30.69
10.44
8.63
7.13
5.62
5.16
4.95
4.64
Directors and their Interest
The directors who served throughout the year except where
otherwise stated and in place at the date of this report
are as follows;
Directors’ Indemnities
The Directors are entitled to be indemnified by the Company to the
extent permitted by law and the Company’s articles of association
in respect of certain losses arising out of or in connection with the
execution of their powers, duties and responsibilities.
The Company also purchased and maintained Directors’ and
Officers’ Liability Insurance throughout the year.
Going Concern
The Directors confirm that, after having made appropriate enquiries,
they have a reasonable expectation that the Group and the Company
have adequate resources to continue operations for the foreseeable
future. Accordingly, the Directors continue to adopt the going
concern basis in the preparation of the financial statements.
Financial Risk Management
Financial risk is managed by the Board on an ongoing basis. The key
risks relating to the Group are outlined in more detail in note 14 to
the consolidated financial statements.
The Group’s principal risks and uncertainties are outlined in the
strategic report.
Post Balance Sheet Events
There have been no material post balance sheet events.
Annual General Meeting
The Company’s first AGM will be held on 19 July 2017.
Political Donations
No political contributions were made during the year.
27
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSRamsdens Holdings PLC - Annual Report 2017 CORPORATE GOVERNANCE
DIRECTORS' REPORT FOR THE YEAR ENDED 31 MARCH 2017 continued
Disabled Employees
The Group gives full consideration to applications for employment
from disabled persons where the candidate’s particular aptitudes
and abilities are consistent with adequately meeting the
requirements of the job. Opportunities are available to disabled
employees for training, career development and promotion. Where
existing employees become disabled, it is the Group’s policy to
provide continuing employment wherever practicable in the same or
an alternative position and to provide appropriate training to achieve
this aim.
Employee Involvement
The Group operates a framework for employee information
and consultation which complies with the requirements of the
Information and Consultation of Employees Regulations 2004. The
Directors have a policy of providing employees with information
about the group to keep them informed. The Group’s employment
structure facilitates management to engage regularly with staff at all
levels thereby allowing a free flow of information and communication
of Group policies and alignment of core goals.
Disclosure Of Information To The Auditor
In so far as each person who was a director at the date of approving
this report is aware:
•
•
there is no relevant audit information, being information
needed by the auditor in connection with preparing its
report, of which the group’s auditor is unaware; and
the directors have taken all steps that they ought to have
taken to make themselves aware of any relevant audit
information and to establish that the auditor is aware of that
information.
AUDITOR
A resolution to reappoint Ernst & Young LLP as auditors will be put to
the members at the Annual General Meeting.
Registered office:
Unit 16
Parkway Centre
Coulby Newham
Middlesbrough
TS8 0TJ
Signed by order of the directors
Kevin Brown
Company Secretary
Approved by the directors on 6 June 17
28
Ramsdens Holdings PLC - Annual Report 2017
STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Strategic Report, the
Directors' Report and the financial statements in accordance with
applicable law and regulations.
Company law requires the directors to prepare financial statements
for each financial year. Under that law the directors have elected to
prepare the financial statements in accordance with International
Financial Reporting Standards (IFRSs) as adopted by the European
Union and Article 4 of the IAS regulation. Under company law the
directors must not approve the financial statements unless they are
satisfied that they give a true and fair view of the state of affairs of
the company and of the group and of the profit or loss of the group
for that period. In preparing those financial statements, the directors
are required to:
• select suitable accounting policies and then apply them
consistently;
• make judgements and estimates that are reasonable and
prudent;
• state whether applicable UK Accounting Standards have
been followed, subject to any material departures disclosed
and explained in the financial statements;
• prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the group will
continue in business.
The directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the group’s
transactions and disclose with reasonable accuracy at any time the
financial position of the group and enable them to ensure that the
financial statements comply with the Companies Act 2006. They are
also responsible for safeguarding the assets of the group and hence
for taking reasonable steps for the prevention and detection of fraud
and other irregularities.
Website Publication
The Directors are responsible for ensuring the Annual Report and
the financial statements are made available on a website. Financial
statements are published on the Company’s website in accordance
with legislation in the United Kingdom governing the preparation
and dissemination of financial statements, which may vary from
legislation in other jurisdictions. The maintenance and integrity of
the Company’s website is the responsibility of the Directors.
The Directors’ responsibility also extends to the ongoing integrity of
the financial statements contained therein.
29
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSRamsdens Holdings PLC - Annual Report 2017 FINANCIAL
STATEMENTS
30
Ramsdens Holdings PLC - Annual Report 2017
FINANCIAL STATEMENTS Access cash against
your valuables
Ramsdens Holdings PLC - Annual Report 2017
31
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF RAMSDENS HOLDINGS PLC
We have audited the financial statements of Ramsdens Holdings PLC
for the year ended 31st March 2017 which comprise Consolidated
Statement of Financial Position, the Consolidated Statement of
Comprehensive Income, the Consolidated Statement of Cash
Flows, the Consolidated Statement of Changes in Equity, the Parent
Company Balance Sheet, the Parent Company Statement of Changes
in Equity and the related notes 1 to 25 and notes A to H. 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), including FRS
101 “Reduced Disclosure Framework”.
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 AUDITOR
As explained more fully in the Directors’ Responsibilities Statement
set out on page 29, 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 group’s and the parent 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 annual
report to identify material inconsistencies with the audited financial
statements and to identify any information that is apparently
materially incorrect based on, or materially inconsistent with, the
knowledge acquired by us in the course of performing the audit.
If we become aware of any apparent material misstatements or
inconsistencies we consider the implications for our report.
OPINION 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 March 2017 and of the group’s profit for the year then
ended;
the group financial statements have been properly prepared
in accordance with IFRSs as adopted by the European Union;
and
the parent company financial statements have been properly
prepared in accordance with United Kingdom Generally
Accepted Accounting Practice, including FRS 101 “Reduced
Disclosure Framework”; and
•
the financial statements have been prepared in accordance
with the requirements of the Companies Act 2006.
OPINION ON OTHER MATTERS PRESCRIBED BY THE
COMPANIES ACT 2006
In our opinion:
• based on the work undertaken in the course of the audit
•
•
the information given in the Strategic Report and the
Directors’ Report for the financial year for which the
financial statements are prepared is consistent with the
financial statements.
the Strategic Report and the Directors’ Report have
been prepared in accordance with applicable legal
requirements;
32
FINANCIAL STATEMENTSRamsdens Holdings PLC - Annual Report 2017 INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF RAMSDENS HOLDINGS PLC continued
MATTERS ON WHICH WE ARE REQUIRED
TO REPORT BY EXCEPTION
In light of the knowledge and understanding of the Company and
its environment obtained in the course of the audit, we have
identified no material misstatements in the Strategic Report or
Directors’ Report
We have nothing to report in respect of the following matters
where the Companies Act 2006 requires us to report to you if,
in our opinion:
• adequate accounting records have not been kept 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.
Mark Hatton (Senior Statutory Auditor)
for and on behalf of Ernst & Young LLP, Statutory Auditors
Newcastle upon Tyne
6 June 2017
33
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSRamsdens Holdings PLC - Annual Report 2017 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 MARCH 2017
Revenue
Cost of sales
Gross profit
Administrative expenses
Operating profit before exceptional expenses
Exceptional expenses
Operating profit
Finance income
Finance Costs
Gain on fair value of derivative financial liability
Profit before tax
Income tax expense
Profit for the period
Other comprehensive income
Total comprehensive income
Earnings per share in pence
Diluted earnings per share in pence
Notes
5
5
7
6
10
8
8
2017
£’000
34,516
(10,228)
24,288
(19,735)
4,553
(1,110)
3,443
–
(614)
107
2,936
(926)
2,010
2,010
7.8
7.6
2016
£’000
29,978
(8,363)
21,615
(18,425)
3,190
–
3,190
25
(963)
84
2,336
(628)
1,708
1,708
6.8
6.8
34
FINANCIAL STATEMENTSRamsdens Holdings PLC - Annual Report 2017 CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 MARCH 2017
Assets
Non-current assets
Property, plant and equipment
Intangible assets
Investments
Current Assets
Inventories
Trade and other receivables
Cash and short term deposits
Total assets
Current liabilities
Trade and other payables
Interest bearing loans and borrowings
Accruals and deferred income
Income tax payable
Net current assets
Non-current liabilities
Interest bearing loans and borrowings
Accruals and deferred income
Derivative financial liabilities
Deferred tax liabilities
Total liabilities
Net assets
Equity
Issued capital
Share premium
Retained earnings
Total equity
Notes
11
12
13
15
16
17
18
18
18
18
19
19
19
19
20
20
2017
£’000
4,210
529
-
4,739
5,338
9,362
11,864
26,564
31,303
3,843
2,318
773
305
7,239
19,325
9
404
119
137
669
7,908
23,395
308
4,892
18,195
23,395
2016
£’000
4,889
808
-
5,697
3,336
8,726
10,947
23,009
28,706
3,938
2,908
398
40
7,284
15,725
4,017
514
226
237
4,994
12,278
16,428
247
–
16,181
16,428
The financial statements of Ramsdens Holdings PLC, registered number 8811656, were approved by the directors and authorised for issue
on 6 June 2017 and signed on their behalf by
Martin Clyburn
Chief Financial Officer
6 June 2017
35
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSRamsdens Holdings PLC - Annual Report 2017 Total
£’000
14,720
1,708
1,708
16,428
16,428
2,010
2,010
–
5,000
(50)
7
14,473
1,708
1,708
16,181
16,181
2,010
2,010
(3)
–
–
7
18,195
23,395
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 MARCH 2017
Notes
Share
Capital
£’000
Share
premium
£’000
Retained
earnings
£’000
As at 1 April 2015
Profit for the year
Total comprehensive income
As at 31 March 2016
As at 1 April 2016
Profit for the year
Total comprehensive income
Bonus issue of share capital
Issue of share capital
Costs associated with issue of share capital
Share option movement
As at 31 March 2017
247
–
–
247
247
–
–
3
58
–
–
308
–
–
–
–
–
–
–
–
4,942
(50)
–
4,892
20
20
20
25
36
FINANCIAL STATEMENTSRamsdens Holdings PLC - Annual Report 2017 CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 MARCH 2017
Operating activities
Profit before tax
Adjustments to reconcile profit before tax to net cash flows:
Depreciation and impairment of property, plant and equipment
Amortisation and impairment of intangible assets
Change in derivative financial instruments
Loss on disposal of property, plant and equipment
Exceptional expenses
Share based payments
Finance income
Finance costs
Exceptional expenses - bonus
Working capital adjustments:
Movement in trade and other receivables and prepayments
Movement in inventories
Movement in trade and other payables
Interest received
Interest paid
Income tax paid
Net cash flows from operating activities
Investing activities
Proceeds from sale of property, plant and equipment
Purchase of property, plant and equipment
Purchase of intangible assets
Net cash flows from investing activities
Financing Activities
Dividends paid
Payment of finance lease liabilities
Bank borrowings drawn down
Repayment of bank borrowings
Repayment of loan notes
Exceptional expenses - IPO
Proceeds of issue of ordinary shares
Net cash flows from/(used in) financing activities
Net increase in cash and cash equivalents
Cash and cash equivalents at 1 April
Cash and cash equivalents at 31 March
Notes
11
12
7
6
21
2017
£’000
2,936
1,047
320
(107)
83
1,110
7
–
614
(172)
(693)
(2,002)
170
3,313
–
(614)
(704)
1,995
(451)
(41)
(492)
–
(8)
2,310
(2,900)
(4,000)
(938)
4,950
(586)
917
10,947
11,864
2016
£’000
2,336
1,135
365
(83)
42
–
–
(25)
963
–
108
(1,189)
616
4,268
25
(963)
(680)
2,650
(184)
(371)
(555)
–
(4)
2,900
–
(4,860)
–
–
(1,964)
131
10,816
10,947
37
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSRamsdens Holdings PLC - Annual Report 2017 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1. CORPORATE INFORMATION
Ramsdens Holdings Plc (the "Company") is a public limited company incorporated and domiciled in England and Wales. The registered office
of the Company is Unit 16, Parkway Centre, Coulby Newham, Middlesbrough, TS8 0TJ. The registered company number is 08811656. A list of
the Company's subsidiaries is presented in note 13.
The principal activities of the Company and its subsidiaries (the “Group”) are the supply of foreign exchange services, pawnbroking and
related financial services, jewellery sales, and the purchase of gold jewellery from the general public.
2. CHANGES IN ACCOUNTING POLICIES
Adoption of new and revised standards
In the current year, the Group has applied a number of amendments to IFRSs issued by the International Accounting Standards Board (IASB)
that are mandatorily effective for an accounting period that begins on or after 1 January 2016. The adoption has not had any material impact
on the disclosures or on the amounts reported in these financial statements:
Amendments to IFRS 11
Accounting for Acquisitions of Interests in Joint Operations
Amendments to IAS 16 and IAS 38
Clarification of Acceptable Methods of Depreciation and Amortisation
Amendments to IAS 27
Equity Method in Separate Financial Statements
Amendments to IFRS 10, IFRS 12 and IAS 28
Sale or Contribution of Assets between an Investor and its Associate or
Joint Venture
Amendments to IAS 1
Disclosure initiative
Annual Improvements to IFRSs: 2012-2014
Amendments to: IFRS 5 Non-current Assets Held for Sale and Discontinued
Operations, IFRS 7 Financial Instruments: Disclosures, IAS 19 Employee Benefits
and IAS 34 Interim Financial Reporting
None of the new or revised standards that have been adopted affected the amounts reported in the financial statements.
Standards issued but not yet effective
At the date of authorisation of these financial statements the Group had not applied the following new and revised IFRSs that have been
issued but are not yet effective:
IFRS 9
IFRS 14
IFRS 15
IFRS 16
Financial Instruments
Regulatory Deferral Accounts
Revenue from Contracts with Customers
Leases
Amendments to IFRS 2
Amendments to IAS 7
Amendments to IAS 12
Amendments to IAS 10 and IAS 28
Classification and Measurement of Share-Based Payment Transactions
Disclosure Initiative
Recognition of Deferred Tax Assets for Unrealised Losses
Sale or Contribution of Assets between an Investor and its Associate or Joint
Venture
The directors have considered the likely impact of the above standards on the financial statements of the Group in future periods. Other
than those detailed below, the directors do not consider that the standards will have a material impact on the financial statements in
future periods.
IFRS 9 will impact both the measurement and disclosures of financial instruments and IFRS 15 may have an impact on revenue recognition
and related disclosures. Beyond the information above it is not practicable to provide a reasonable estimate of the impact of IFRS 9 and
IFRS 15 until a detailed review has been completed.
IFRS 16 establishes principles for the recognition, measurement, presentation and disclosure of leases, with the objective of ensuring that
lessees and lessors provide relevant information that faithfully represents those transactions.
Under IFRS 16 significant changes are introduced to lessee accounting, with the distinction between operating and finance leases
removed and assets and liabilities recognised in respect of all leases (subject to limited exceptions for short-terms leases and leases
of low value assets).
38
FINANCIAL STATEMENTSRamsdens Holdings PLC - Annual Report 2017 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
2. CHANGES IN ACCOUNTING POLICIES continued
Upon lease commencement a lessee recognises a right-of-use asset and a lease liability. The right-of-use asset is initially measured at the
amount of the lease liability plus any direct costs incurred by the lessee. Under the cost model, a right-of-use asset is measured at cost less
accumulated depreciation and accumulated impairment. The lease liability is initially measured at the present value of the lease payment
payable over the lease term, discounted at the rate implicit in the lease if that can be readily determined. If that rate cannot be readily
determined, the lessee shall use their incremental borrowing rate.
Subject to EU endorsement, IFRS 16 would apply for annual reporting periods beginning on or after 1 January 2019. The Group is currently
assessing the impact of accounting changes that will arise under IFRS 16. The changes are expected to have a material impact on the
Consolidated Financial Statements.
3. SIGNIFICANT ACCOUNTING POLICIES
3.1 Basis of preparation
The consolidated financial statements of the Group have been prepared in accordance with International Financial Reporting Standards
(IFRS), as adopted by the European Union.
The consolidated financial statements have been prepared on a historical cost basis, except for derivative financial instruments that have
been measured at fair value. The consolidated financial statements are presented in pounds sterling which is the functional currency of the
parent and presentational currency of the Group. All values are rounded to the nearest thousand (£000), except when otherwise indicated.
3.2 Basis of consolidation
The consolidated financial statements incorporate the financial statements of the Company and all of its subsidiary undertakings (as detailed
above). The financial information of all Group companies is adjusted, where necessary, to ensure the use of consistent accounting policies.
In line with IFRS10, an investor controls an investee when it is exposed, or has rights, to variable returns from its involvement with the
investee and has the ability to affect those returns through its power over the investee.
3.3 Going Concern
The Directors have made appropriate enquiries and formed a judgement at the time of approving the financial statements that there is a
reasonable expectation that the Group has adequate resources to continue in business for the foreseeable future. For this reason they
continue to adopt the going concern basis in preparing the financial statements.
3.4 Business combinations and goodwill
Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured as the aggregate of the
consideration transferred which represents the fair value of the assets transferred and liabilities incurred or assumed. Acquisition related
costs are expensed as incurred and included in administrative expenses.
Goodwill is initially measured at cost, being the excess of the aggregate of the consideration transferred over the fair value of the identifiable
assets acquired and liabilities assumed. If the fair value of the net assets acquired is in excess of the aggregate consideration transferred,
the Group re-assesses whether it has correctly identified all of the assets acquired and all of the liabilities assumed and reviews the
procedures used to measure the amounts to be recognised at the acquisition date. If the reassessment still results in an excess of the fair
value of net assets acquired over the aggregate consideration transferred, then the gain is recognised in the statement of comprehensive
income as a gain on bargain purchase.
After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purpose of impairment testing,
goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Group’s cash generating units (CGU) that
are expected to benefit from the combination, irrespective of whether other assets or liabilities of the acquiree are assigned to those units.
3.5 Intangible assets
Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired in a business
combination is their fair value as at the date of acquisition. Following initial recognition, intangible assets are carried at cost less
accumulated amortisation and accumulated impairment losses, if any. Internally generated intangible assets, excluding capitalised
development costs, are not capitalised and expenditure is recognised in the statement of comprehensive income when it is incurred.
The useful lives of intangible assets are assessed as either finite or indefinite and at the balance sheet date no intangible assets are
accorded an indefinite life.
Intangible assets with finite lives are amortised over their useful economic lives and assessed for impairment whenever there is an indication
that the intangible asset may be impaired. The amortisation period and the amortisation method for an intangible asset with a finite useful
life are reviewed at least at the end of each reporting period.
39
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSRamsdens Holdings PLC - Annual Report 2017 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
3. SIGNIFICANT ACCOUNTING POLICIES continued
Amortisation is calculated over the estimated useful lives of the assets as follows:
• Customer relationships – 40% reducing balance
• Software
– 20% straight line
Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset are
accounted for by changing the amortisation period or method, as appropriate, and are treated as changes in accounting estimates. The
amortisation expense on intangible assets with finite lives is recognised in the statement of comprehensive income in the expense category
consistent with the function of the intangible assets.
3.6 Property, plant and equipment
Property, plant and equipment are stated at cost, net of accumulated depreciation and accumulated impairment losses (if any). All other
repair and maintenance costs are recognised in the profit or loss as incurred.
Depreciation is calculated over the estimated useful lives of the assets as follows:
• Leasehold property
– straight line over the lease term
• Fixtures & fittings
– 20% & 33% reducing balance
• Computer equipment
– 25% reducing balance
• Motor vehicles
– 25% reducing balance
An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected from its use
or disposal. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the
carrying amount of the asset) is included in the statement of comprehensive income when the asset is derecognised.
The residual values, useful lives and methods of depreciation of property, plant and equipment are reviewed at each financial year end and
adjusted prospectively, if appropriate.
3.7 Impairment of non-financial assets
The Group assesses at each reporting date whether there is an indication that an asset may be impaired. If any indication exists, or when
annual impairment testing for an asset is required, the Group estimates the asset’s recoverable amount. An asset’s recoverable amount
is the higher of an asset’s or CGU’s fair value less costs of disposal and its value in use. It is determined for an individual asset, unless
the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. Where the carrying
amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount.
In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects
current market assessments of the time value of money and the risks specific to the asset. In determining fair value less costs of disposal,
recent market transactions are taken into account. If no such transactions can be identified, an appropriate valuation model is used.
The Group bases its impairment calculation on detailed budgets and forecasts which are prepared separately for each of the Group’s
CGUs to which the individual assets are allocated, which is usually taken to be each individual branch store. These budgets and forecast
calculations are generally covering a period of ten years.
Impairment losses of continuing operations are recognised in the statement of comprehensive income in those expense categories
consistent with the function of the impaired asset.
For assets excluding goodwill, an assessment is made at each reporting date as to whether there is any indication that previously
recognised impairment losses may no longer exist or may have decreased. If such indication exists, the Group estimates the asset’s or
CGU’s recoverable amount. A previously recognised impairment loss is reversed only if there has been a change in the assumptions used to
determine the asset’s recoverable amount since the last impairment loss was recognised.
The reversal is limited so that the carrying amount of the asset does not exceed its recoverable amount, nor exceed the carrying amount
that would have been determined, net of depreciation or amortisation, had no impairment loss been recognised for the asset in prior years.
Such reversal is recognised in the Statement of Comprehensive income unless the asset is carried at a revalued amount, in which case the
reversal is treated as a revaluation increase.
40
FINANCIAL STATEMENTSRamsdens Holdings PLC - Annual Report 2017
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
3. SIGNIFICANT ACCOUNTING POLICIES continued
Goodwill
Goodwill is tested for impairment annually as at 31 March and when circumstances indicate that the carrying value may be impaired.
Impairment is determined for goodwill by assessing the recoverable amount of each CGU (or group of CGUs) to which the goodwill relates.
Where the recoverable amount of the cash-generating unit is less than their carrying amount, an impairment loss is recognised. Impairment
losses relating to goodwill cannot be reversed in future periods.
3.8 Inventories
Inventories comprise of electronics, retail jewellery and precious metals held to be scrapped and are valued at the lower of cost and net
realisable value.
Cost represents the purchase price plus overheads directly related to bringing the inventory to its present location and condition.
Net realisable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and estimated costs
to sell.
3.9 Financial instruments – initial recognition and subsequent measurement
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of
another entity.
Financial assets
Initial recognition and measurement
In accordance with IAS 39, ‘Financial Instruments: Recognition and Measurement’ the Group has classified its financial assets as ‘loans and
receivables’. The Group determines the classification of its financial assets at initial recognition.
All financial assets are recognised initially at fair value plus, in the case of assets not at fair value through profit or loss, transaction costs
that are attributable to the acquisition of the financial asset.
Subsequent measurement
The subsequent measurement of financial assets depends on their classification as described below:
Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. This
category applies to trade and other receivables due from customers in the normal course of business and includes pawnbroking receivables
which are interest bearing. The accrued interest arising on pawnbroking receivables is included in prepayments and accrued income using
the effective rate of interest. All other amounts which are not interest bearing are stated at their recoverable amount, being invoice value
less provision for any bad debts.
Cash and cash equivalents
Cash and short-term deposits in the statement of financial position comprise cash at banks and on hand, foreign currency held for resale
and short term deposits held with banks with a maturity of three months or less from inception.
For the purpose of the consolidated statement of cash flows, cash and cash equivalents consist of cash, foreign currency held for resale
and short-term deposits as defined above, net of outstanding bank overdrafts as they are considered an integral part of the Group’s
cash management.
Impairment of financial assets
The Group assesses, at each reporting date, whether there is any objective evidence that a financial asset or a group of financial assets is
impaired. An impairment exists if one or more events that has occurred since the initial recognition of the asset (an incurred ‘loss event’),
has an impact on the estimated future cash flows of the financial asset or the group of financial assets that can be reliably estimated.
Evidence of impairment may include indications that the debtors or a group of debtors is experiencing significant financial difficulty, default
or delinquency in interest or principal payments, the probability that they will enter bankruptcy or other financial reorganisation and where
observable data indicate that there is a measurable decrease in the estimated future cash flows, such as changes in arrears, fall in value of
the secured pledges below the value of the outstanding loans or economic conditions that correlate with defaults.
41
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSRamsdens Holdings PLC - Annual Report 2017 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
3. SIGNIFICANT ACCOUNTING POLICIES continued
Financial assets carried at amortised cost
For financial assets carried at amortised cost, the Group first assesses whether impairment exists individually for financial assets that are
individually significant, or collectively for financial assets that are not individually significant. If the Group determines that no objective
evidence of impairment exists for an individually assessed financial asset, whether significant or not, it includes the asset in a group of
financial assets with similar credit risk characteristics and collectively assesses them for impairment. Assets that are individually assessed
for impairment and for which an impairment loss is, or continues to be, recognised are not included in a collective assessment
of impairment.
The amount of any impairment loss identified is measured as the difference between the asset’s carrying amount and the present value of
estimated future cash flows (excluding future expected credit losses that have not yet been incurred). The present value of the estimated
future cash flows is discounted at the financial asset’s original effective interest rate.
Financial liabilities
Initial recognition and measurement
Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, or ‘other financial liabilities’.
All financial liabilities are recognised initially at fair value and, in the case of other financial liabilities, net of directly attributable
transaction costs.
The Group’s financial liabilities include trade and other payables, loans and borrowings including bank overdrafts, and derivative
financial instruments.
Subsequent measurement
The measurement of financial liabilities depends on their classification, as follows:
Financial liabilities at fair value through profit or loss
Only the Group’s derivative financial instruments are classified as financial liabilities at fair value through profit or loss.
Financial liabilities at fair value through profit or loss are stated at fair value, with any resultant gain or loss recognised in profit or loss. The
net gain or loss recognised in profit or loss incorporates any interest paid on the financial liability.
Other financial liabilities
After initial recognition, interest bearing loans and borrowings are subsequently measured at amortised cost using the effective interest rate
method (EIR). Gains and losses are recognised in the statement of profit or loss when the liabilities are derecognised as well as through the
(EIR) amortisation process.
Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the
EIR. The EIR amortisation is included in finance costs in the statement of comprehensive income.
This category generally applies to interest-bearing loans and borrowings.
Derecognition
A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is derecognised when:
• The rights to receive cash flows from the asset have expired, or
• The Group has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows
in full without material delay to a third party under a ‘pass-through’ arrangement, and either
(a) the Group has transferred substantially all the risks and rewards of the asset, or
(b) the Group has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of
the assets
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial
liability is replaced by another from the same lender 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. The
difference in the respective carrying amounts is recognised in the statement of profit or loss.
42
FINANCIAL STATEMENTSRamsdens Holdings PLC - Annual Report 2017 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
3. SIGNIFICANT ACCOUNTING POLICIES continued
Offsetting of financial instruments
Financial assets and financial liabilities are offset with the net amount reported in the consolidated statement of financial position only if
there is a current enforceable legal right to offset the recognised amounts and intent to settle on a net basis, or to realise the assets and
settle the liabilities simultaneously.
3.10 Fair value measurement
The Group measures financial instruments, such as derivatives, at fair value at each balance sheet date.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market
participants at the measurement date.
The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or
liability, assuming that market participants act in their economic best interest.
The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair
value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.
All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within the fair value
hierarchy. This is described, as follows, based on the lowest level input that is significant to the fair value measurement as a whole:
• Level 1 – Quoted (unadjusted) market prices in active markets for identical assets or liabilities
• Level 2 – Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or
indirectly observable
• Level 3 – Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable
3.11 Taxation
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the Consolidated
Statement of Comprehensive Income because it excludes items of income or expense that are taxable or deductible in other years and it
further excludes items that are never taxable or deductible. The Group’s liability for current tax is calculated using tax rates and laws that
have been enacted or substantively enacted by the balance sheet date.
Deferred tax
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the
financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance
sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are
recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be
utilised. Such assets and liabilities are not recognised if the temporary difference arises from the initial recognition of goodwill or from the
initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit
nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable
that sufficient taxable profits will be available to allow all or part of the asset to be recovered.
Deferred tax is calculated at the tax rates and laws that are expected to apply in the period when the liability is settled or the asset is
realised. Deferred tax is charged or credited in the Consolidated Statement of Comprehensive Income, except when it relates to items
charged or credited directly to equity, in which case the deferred tax is also dealt with in equity.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax
liabilities when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax assets and
liabilities on a net basis.
3.12 Leases
The determination of whether an arrangement is, or contains, a lease is based on the substance of the arrangement at the inception date.
For arrangements entered into prior to 1 April 2013, the date of inception is deemed to be 1 April 2013 in accordance with IFRS 1 First-time
Adoption of International Reporting Standards.
43
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSRamsdens Holdings PLC - Annual Report 2017 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
3. SIGNIFICANT ACCOUNTING POLICIES continued
Hire purchase agreements and finance lease agreements
Finance leases and hire purchase agreements that transfer to the Group substantially all of the risks and benefits incidental to ownership of
the leased item, are capitalised at the commencement of the lease at the fair value of the leased asset or, if lower, at the present value of the
minimum lease payments. The leased asset is depreciated over the shorter of the lease term and its useful economic life.
Obligations under such agreements are included within payables, net of the finance charge allocated to future periods. The finance element
of the rental payment is charged to the Consolidated statement of Comprehensive Income so as to produce a constant periodic rate of
interest on the net obligation outstanding in each period.
Operating lease agreements
Rentals applicable to operating leases, where substantially all of the risks and benefits or ownership remains with the lessor, are charged to
the Statement of Comprehensive Income on a straight line basis over the period of the lease.
Lease incentives are spread over the period of the lease on a straight line basis.
3.13 Provisions
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that
an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the
amount of the obligation. Provisions are measured using the directors’ best estimate of the expenditure required to settle the obligation at
the balance sheet date.
If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, when appropriate,
the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a
finance cost.
All of the group’s premises are leased under operating leases. The majority of the leases include an end of lease rectification clause to return
the property to its original state. No provision is made until a board decision has been taken to either terminate or not to renew the lease.
Additionally, the group maintains stores to a high standard and completes any necessary repairs and maintenance on a timely basis using
the in-house property department and external contractors. These costs are expensed as incurred.
3.14 Pensions and other post-employment benefits
The company operates a defined contribution pension scheme. The assets of the scheme are held and administered separately from those
of the Group. Contributions payable for the year are charged in the statement of comprehensive income. Total contributions for the year
are disclosed in note 9 to the accounts. Differences between contributions payable in the year and contributions actually paid are shown as
either accruals or prepayments in the Statement of Financial Position.
3.15 Employee share incentive plans
Ramsdens Holdings PLC grants equity settled share option rights to the parent entity's equity instruments to certain directors and senior
staff members under a LTIP (Long Term Incentive Plan). The employee share options are measured at fair value at the date of grant by the
use of either the Black- Scholes Model or a Monte Carlo Model depending on the vesting conditions attached to the share option. The fair
value is expensed on a straight line basis over the vesting period based on an estimate of the number of options that will eventually vest.
3.16 Revenue recognition
Revenue is recognised when the entity transfers significant risks and rewards of ownership to the buyer. Revenue is recognised to the
extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured, regardless of
when the payment is received. Revenue is measured at the fair value of the consideration received or receivable, taking into account
contractually defined terms of payment and excluding taxes or duty. The following specific recognition criteria must also be met before
revenue is recognised:
Pawnbroking revenue
Revenue from pawnbroking comprises interest on pledge loan books and comprises the following two distinct components:
Contractual interest earned:
Contractual interest is earned on pledge loans up to the point of redemption or the end of the primary contract term. Interest receivable
on loans is recognised as interest accrues by reference to the principal outstanding and the effective rate applicable, which is the rate that
discounts the estimated cash receipts through the expected life of the financial asset to that asset’s net carrying value.
44
FINANCIAL STATEMENTSRamsdens Holdings PLC - Annual Report 2017 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
3. SIGNIFICANT ACCOUNTING POLICIES continued
Revenue arising from the disposal of unredeemed pledge contracts:
Revenue is recognised on the disposal of unredeemed pledge contracts when additional interest and transaction fee income is earned.
Sale of precious metals and diamonds acquired via over the counter purchases
Gold/Silver – Revenue is recognised at either the prevailing spot price, or in the case of gold, at the fixed amount booked, at the point it is
received by the Group’s bullion dealer.
Platinum and palladium – Revenue is recognised at the point a confirmed sell instruction is issued to the Group’s bullion dealer.
Retail sales
Revenue is recognised at the point the goods are delivered to the customer.
Currency income
Revenue is earned in respect of the provision of Bureau de Change facilities offered and represents the margin earned which is recognised at
the point the currency is collected by the customer.
Other financial income
Other financial income comprises cheque cashing fees, buyback and other miscellaneous revenues. Cheque cashing fees earned are
recognised within revenue by reference to the date the transaction takes place. Buyback revenue relates to the sale of items to a customer,
either the person who originally sold that item to the business, or to a third party. Revenue is recognised at the delivery of the item to
a customer.
Dividend income
Revenue is recognised when the Group’s right to receive the payment is established, which is generally when shareholders approve
the dividend.
3.17 Administrative expenses
Administrative expenses includes branch staff and establishment costs.
4. KEY SOURCES OF ESTIMATION, UNCERTAINTY AND SIGNIFICANT ACCOUNTING JUDGEMENTS
The preparation of the Group’s consolidated financial statements requires management to make judgements, estimates and assumptions
that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the disclosure of
contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the
carrying amount of assets or liabilities affected in future periods.
In the process of applying the Group’s accounting policies, management has made the following judgements, which have the most significant
effect on the amounts recognised in the consolidated financial statements:
Revenue recognition – pawnbroking loans interest accrual estimation
The group recognises interest on pawnbroking loans as disclosed in note 3.16. The pawnbroking loans interest accrual (pledge accrual) is
material and is dependent on the estimate that the Group makes of both the expected level of the unredeemed pawnbroking loans and the
ultimate realisation value for the pledge assets supporting those loans. An assessment is made on a pledge by pledge basis of the carrying
value represented by original capital loaned plus accrued interest to date and its corresponding realisation value on sale of unredeemed
pledges to identify any deficits. The principal estimates within the loan interest accrual are;
1. Non Redemption Rate
• This is based upon current and historical data held in respect of non – redemption rates
2. Realisation Value
This based upon either;
• The anticipated price of the metal that will be received through the sale of the metal content via disposal through a bullion dealer.
• The expected resale value of those jewellery items within the pledge that can be retailed through the branch network.
See note 14 for further details on pawnbroking credit risk and provision values.
45
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSRamsdens Holdings PLC - Annual Report 2017 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
4. KEY SOURCES OF ESTIMATION, UNCERTAINTY AND SIGNIFICANT ACCOUNTING JUDGEMENTS continued
Impairment of property, plant and equipment and intangible assets
Determining whether property, plant and equipment and intangibles are impaired requires an estimation of the value in use of the CGU to
which the assets have been allocated. The value in use calculation requires the Group to estimate the future cash flows expected to arise
from the CGU and selecting a suitable discount rate in order to calculate present value. The review is conducted annually, in the final quarter
of the year. The impairment review is conducted at the level of each CGU, which is usually taken to be each individual branch store.
The principal assumptions applied by management in arriving at the value in use of each CGU are as follows:
1.
2.
3.
The Group prepares cash flow forecasts for each branch. Cash flows represent management’s estimate of the revenue of the
relevant CGU, based upon the specific characteristics of the branch and its stage of development.
The Group has discounted the forecast cash flows at a pre-tax, risk adjusted rate of 12%.
Where the recoverable amount of the CGU was estimated to be less than its carrying amount, the carrying amount of the CGU was
reduced to the estimated recoverable amount.
Whilst the impairment review has been conducted based on the best available estimates at the impairment review date, the Group notes that
actual events may vary from management expectation.
Trade and other receivables provisioning
Trade and other receivables, with the exception of expired pledges, are stated at their nominal amount less expected impairment losses.
For unredeemed pledges, the goods securing the loan are put up for sale as the Group is selling the goods on behalf of the customer to
repay the loan. An impairment review of the carrying value for each unredeemed pledge is undertaken and the resultant amount is shown
within trade and other receivables at the lower of:
(i)
(ii)
the original capital loaned together with the accrued primary term interest less the proceeds of any goods sold to date; and
the current market value of the remaining goods within the pledge that have yet to be realised
Taxes
Deferred tax assets are recognised for unused tax losses to the extent that it is probable that taxable profit will be available against which
the losses can be utilised. Significant management judgement is required to determine the amount of deferred tax assets that can be
recognised, based upon the likely timing and the level of future taxable profits, together with future tax planning strategies.
5. SEGMENTAL ANALYSIS
The Group is organised into operating segments, identified based on key revenue streams, as detailed in the CEO’s review.
The group’s revenue from external customers is derived entirely in the United Kingdom and the Group’s assets are located entirely in the
United Kingdom. Therefore, no further geographical segments analysis is presented.
2017
£’000
6,128
10,839
5,909
8,971
2,669
34,516
2016
£’000
5,731
9,257
4,807
7,586
2,597
29,978
Revenue
Pawnbroking
Purchases of precious metals
Retail Jewellery sales
Foreign currency margin
Income from other financial services
Total revenue
46
FINANCIAL STATEMENTSRamsdens Holdings PLC - Annual Report 2017 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
5. SEGMENTAL ANALYSIS continued
Gross profit
Pawnbroking
Purchases of precious metals
Retail Jewellery sales
Foreign currency margin
Income from other financial services
Total gross profit
Administrative expenses
Exceptional expenses
Finance income
Finance costs
Gain/(Loss) on fair value of derivative financial liability
Profit before tax
2017
£’000
6,128
4,336
3,321
8,971
1,532
24,288
(19,735)
(1,110)
–
(614)
107
2,936
2016
£’000
5,731
3,801
2,957
7,586
1,540
21,615
(18,425)
–
25
(963)
84
2,336
Income from other financial services comprises of cheque cashing fees, Electronics & buybacks, agency commissions on miscellaneous
financial products.
The Group is unable to meaningfully allocate administrative expenses, or financing costs or income between the segments due to the
fact that these include staff costs who undertake all services in branches. Accordingly, the Group is unable to meaningfully disclose an
allocation of items included in the Consolidated Statement of Comprehensive income below Gross profit, which represents the reported
segmental results.
Other information
Capital additions (*)
Depreciation and amortisation (*)
Assets
Pawnbroking
Purchase of precious metals
Retail Jewellery sales
Foreign currency margin
Income from other financial services
Unallocated (*)
Liabilities
Pawnbroking
Purchase of precious metals
Retail Jewellery sales
Foreign currency margin
Income from other financial services
Unallocated (*)
2017
£’000
492
1,367
2017
£’000
8,242
773
4,354
6,096
480
11,358
31,303
167
–
657
1,771
190
5,123
7,908
2016
£’000
581
1,500
2016
£’000
7,718
410
2,811
5,446
327
11,994
28,706
96
1
655
1,896
372
9,258
12,278
(*) The Group cannot meaningfully allocate this information by segment due to the fact that all segments operate from the same stores and
the assets and liabilities are common to all segments.
47
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSRamsdens Holdings PLC - Annual Report 2017 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
6. FINANCE COSTS
Interest on debts and borrowings
Finance charges payable under finance leases and hire purchase contracts
Total finance costs
7. PROFIT BEFORE TAXATION HAS BEEN ARRIVED AT AFTER CHARGING/(CREDITING)
Depreciation of property, plant and equipment reported within:
– Administrative expenses
Amortisation of intangible assets reported within:
– Administrative expenses
Loss on disposal of property, plant and equipment
Cost of inventories recognised as an expense
Staff costs
Foreign currency translation (Profit)/losses
Operating lease payments
Auditors remuneration
Exceptional expenses
2017
£’000
613
1
614
2017
£’000
1,047
320
83
10,228
9,177
(128)
2,643
89
1,110
2016
£’000
962
1
963
2016
£’000
1,134
365
43
8,363
8,404
35
2,760
58
–
The Company and Group audit fees are borne by a subsidiary undertaking, Ramsdens Financial Limited. There were no fees payable to the
Company’s auditor in respect of non-audit services.
Exceptional Expenses relates to professional costs incurred in relation to the Ramsdens Holdings PLC listing on AIM together
with a bonus paid to those members of staff that were employed at the time of the Group’s MBO on the 2 September 2014 in recognition of
their hard work and loyalty.
8. EARNINGS PER SHARE
Profit for the year
Weighted average number of shares in issue
Earnings per share (pence)
Fully Diluted earnings per share (pence)
2017
£’000
2,010
2016
£’000
1,708
25,750,444
25,023,700
7.8
7.6
6.8
6.8
48
FINANCIAL STATEMENTSRamsdens Holdings PLC - Annual Report 2017 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
9. INFORMATION REGARDING DIRECTORS AND EMPLOYEES
Directors’ emoluments
2017
2016
Emoluments
Pension
Share Option
Scheme
Total
Emoluments
Pension
Total
194
67
84
50
32
10
9
446
13
1
6
42
–
–
–
62
2
1
3
209
69
90
92
32
10
9
511
13
–
6
59
168
–
118
60
13
181
–
124
119
13
359
78
437
Executive
Peter Kenyon
Martin Clyburn*
Michael Johnson**
Kevin Brown**
Non Executive
Andrew Meehan
Simon Herrick***
Stephen Smith***
Total
*
**
***
Martin Clyburn was appointed to the board in August 2016
Michael Johnson and Kevin Brown resigned as directors of the Company in February 2017
Simon Herrick and Stephen Smith were appointed to the board in January 2017
Included in administrative expenses:
Wages and salaries
Social security costs
Share option scheme
Pension costs
Total employee benefits expense
The average number of staff employed by the group during the financial period amounted to:
Head Office and management
Branch Counter staff
10. INCOME TAX
The major components of income tax expense are:
Consolidated statement of comprehensive income
Current income tax:
Current income tax charge
Adjustments in respect of current income tax of previous year
Deferred tax:
Relating to origination and reversal of temporary differences
Income tax expense reported in the statement of comprehensive income
2017
£’000
8,436
565
7
169
9,177
2017
No.
66
486
552
2017
£’000
969
57
1,026
(100)
926
2016
£’000
7,892
367
–
145
8,404
2016
No.
61
469
530
2016
£’000
610
12
622
6
628
49
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSRamsdens Holdings PLC - Annual Report 2017 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
10. INCOME TAX continued
A reconciliation between tax expense and the product of accounting profit multiplied by the UK domestic tax rate is as follows:
Profit before income tax
UK corporation tax rate at 20%
Expenses not deductible for tax purposes
Prior period adjustment
Income tax reported in the consolidated statement of profit or loss
Deferred tax
Deferred tax relates to the following:
Accelerated depreciation for tax purposes
Other short-term differences
Deferred tax liabilities net
Reconciliation of deferred tax liabilities net
Opening balance as of 1 April
Deferred tax recognised in profit or loss
Other deferred tax
Closing balance as at 31 March
2017
£’000
2,936
587
282
57
926
2017
£’000
4
133
137
2017
£’000
237
(100)
–
137
2016
£’000
2,336
467
149
12
628
2016
£’000
64
173
237
2016
£’000
175
6
56
237
Factors affecting tax charge
A reduction in the UK corporation tax rate from 21% to 20% (effective from 1 April 2015) were substantively enacted on 2 July 2013. Further
reductions from 20% to 19% (effective 1 April 2017) and to 18% (effective from 1 April 2020) were substantively enacted on 26 October 2015.
An additional reduction to 17% (effective 1 April 2020) was announced in the Budget on 16 March 2016. This will adjust the Group’s future
tax charge accordingly.
11. PROPERTY, PLANT AND EQUIPMENT
Cost
At 1 April 2016
Additions
Disposals
At 31 March 2017
Depreciation
At 1 April 2016
Depreciation charge for the year
Disposals
At 31 March 2017
Net book value
At 31 March 2017
At 31 March 2016
Leasehold
property
£’000
Fixtures &
Fitting
£’000
Computer
equipment
£’000
Motor
vehicles
£’000
3,618
156
(88)
3,686
908
559
(51)
1,416
2,270
2,710
2,546
219
(248)
2,517
697
394
(214)
877
1,640
1,849
399
76
(83)
392
104
85
(71)
118
274
295
40
–
–
40
5
9
–
14
26
35
Total
£’000
6,603
451
(419)
6,635
1,714
1,047
(336)
2,425
4,210
4,889
50
FINANCIAL STATEMENTSRamsdens Holdings PLC - Annual Report 2017 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
11. PROPERTY, PLANT AND EQUIPMENT continued
Finance leases
The carrying value of plant and equipment held under finance leases and hire purchase contracts at 31 March 2017 was £19,000 (2016:
£26,000). Additions during the year ended 2017 include £Nil (2016: £26,000) of motor vehicles on hire purchase contracts. Assets under
hire purchase contracts are pledged as security for the related hire purchase liabilities.
12. INTANGIBLE ASSETS
Cost
At 1 April 2016
Additions
Disposals
At 31 March 2017
Amortisation
At 1 April 2016
Amortisation charge for the year
Disposals
At 31 March 2017
Net book value
At 31 March 2017
At 31 March 2016
Customer
relationships
£’000
Website
£’000
1,323
21
–
1,344
570
306
–
876
468
753
59
20
–
79
4
14
–
18
61
55
Total
£’000
1,382
41
–
1,423
574
320
–
894
529
808
13. INVESTMENTS
The Group has a minor holding in Big Screen Productions 5 LLP.
Big Screen Productions 5 LLP, whilst still trading, has wound down its operations and made a capital distribution equivalent to the value of
the carrying value of the investment in 2015. The investment now has a £nil carrying value.
Group Investments
Details of the investments in which the group and company holds 20% or more of the nominal value of any class of share capital are
as follows:
Name of company
Subsidiary undertakings
Ramsdens Group Limited
Ramsdens Financial Limited
Holding
Ordinary
Shares
Ordinary
Shares
Proportion of
voting rights
and shares
held
Activity
100%
100%
Supply of management & strategic services - now dormant
Supply of foreign exchange services, pawnbroking, purchase of
gold jewellery, jewellery retail and related financial services.
51
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSRamsdens Holdings PLC - Annual Report 2017 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
14. FINANCIAL ASSETS AND FINANCIAL LIABILITIES
At 31 March 2017
Fair value
through profit
& loss
£’000
Loans and
receivables
£’000
Financial
liabilities at
amortised
cost
£’000
Financial assets
Trade and other receivables
Cash and cash equivalents
Financial liabilities
Trade and other payables
Borrowings
Derivative financial liabilities
Net financial assets/(liabilities)
At 31 March 2016
Financial assets
Trade and other receivables
Cash and cash equivalents
Financial liabilities
Trade and other payables
Borrowings
Derivative financial liabilities
Net financial assets/(liabilities)
–
–
–
–
(119)
(119)
8,672
11,864
–
–
–
–
–
(4,809)
(2,327)
–
20,536
(7,136)
13,281
13,281
Book
Value
£’000
8,672
11,864
(4,809)
(2,327)
(119)
Fair
Value
£’000
8,672
11,864
(4,809)
(2,327)
(119)
Fair value
through profit
& loss
£’000
Loans and
receivables
£’000
Financial
liabilities at
amortised
cost
£’000
–
–
–
–
(226)
(226)
7,968
10,947
–
–
–
–
–
(4,661)
(6,925)
–
18,915
(11,586)
Book
Value
£’000
7,968
10,947
(4,661)
(6,925)
(226)
7,103
Fair
Value
£’000
7,968
10,947
(4,661)
(6,925)
(226)
7,103
Trade and other receivables shown above comprises trade receivables, other receivables and pledge accrued income as disclosed in note 16.
Trade and other payables comprises of trade payables, other payables and accruals as disclosed in notes 18 & 19.
Borrowings comprises of bank borrowings, obligations under finance leases, loan notes and other loans as disclosed in notes 18 & 19.
Loans and receivables are non-derivatives financial assets carried at amortised cost which generate a fixed or variable interest income for
the Group. The carrying value may be affected by changes in the credit risk of the counterparties.
Management have assessed that for cash and short-term deposits, trade receivables, trade payables, bank overdrafts and other current
liabilities their fair values approximate to their carrying amounts largely due to the short-term maturities of these instruments. Book values
are deemed to be a reasonable approximation of fair values.
Fair value
The assumptions used by the Group to estimate the fair values are summarised below:
The fair value of the interest rate swaps is based upon the projected interest rate curves, over the life of the interest rate swaps. This
valuation falls within level 2 of the fair value hierarchy in IAS39.
The fair value of all other financial instruments is equivalent to their book value due to their short maturities.
52
FINANCIAL STATEMENTSRamsdens Holdings PLC - Annual Report 2017 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
14. FINANCIAL ASSETS AND FINANCIAL LIABILITIES continued
Financial Risks
The Group monitors and manages the financial risks relating to the financial instruments held. The principal risks include credit risk on
financial assets, and liquidity and interest rate risk on financial liability borrowings. The key risks are analysed below.
Credit risk
Pawnbroking trade receivables
The Group is exposed to credit risk through customers defaulting on their loans. The key mitigating factor to this risk is the requirement for
the borrower to provide security (the pledge) in entering a pawnbroking contract. The security acts to minimise credit risk as the pledged
item can be disposed of to realise the loan value on default.
The Group estimates that the current fair value of the security is equal to the current book value.
In addition to holding security, the Group further mitigates credit risk by:
1)
2)
3)
Applying strict lending criteria to all pawnbroking loans. Pledges are rigorously tested and appropriately valued. In all cases where
the Group lending policy is applied, the value of the pledged items is in excess of the pawn loan.
Seeking to improve redemption ratios. For existing customers, loan history and repayment profiles are factored into the loan
making decision. The Group has a high customer retention ratio and all customers are offered high customer service levels.
The carrying value of every pledge comprising the pawnbroking trade receivables in the loan book is reviewed against its expected
realisation proceeds should it not be redeemed and any deficits are provided for based on current and historical non redemption
rates. In addition a further provision is made in respect of those expired pledges that are in the course of realisation by reviewing
the carry value of each pledge against the expected realisation proceeds and writing the pledge down to its recoverable amount.
The Group continually monitors, at both store and at Board level, its internal controls to ensure the adequacy of the pledged items. The key
aspects of this are:
• Appropriate details are kept on all customers the Group transacts with;
• All pawnbroking contracts comply with the Consumer Credit Act 2006;
• Appropriate physical security measures are in place to protect pledged items; and
• An internal audit department monitors compliance with policies at the Group’s stores.
The pawnbroking accrued income is disclosed net of the provision for bad and doubtful debts associated with these financial assets.
The movement on these provisions is as follows:
At 1 April 2015
Statement of comprehensive income credit
At 31 March 2016
Statement of comprehensive income credit
Balance at 31 March 2017
Bad Debts written off during the year net of recoveries were:
Pawnbroking Trade Receivables
Pawnbroking
Trade
Receivables
£’000
Pawnbroking
Trade
receivables in
the course of
realisation
£’000
351
(50)
301
(9)
292
141
(29)
112
(46)
66
2017
£’000
12
2016
£’000
3
53
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSRamsdens Holdings PLC - Annual Report 2017
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
14. FINANCIAL ASSETS AND FINANCIAL LIABILITIES continued
The ageing of the Pawnbroking trade receivables excluding those in the course of realisation is as follows:
Within contractual term
Past due
2017
£’000
5,402
572
5,974
2016
£’000
5,020
688
5,708
The Group has not provided for the contractually overdue receivables (i.e. loans where the pawnbroking agreement has terminated but the
customer has not redeemed the assets) at the reporting date since the realisable value of the security held is greater than the carrying value
of the capital element of the pledge loan as disclosed above. The Group does not start the disposition process of the unredeemed pledges
until at least one month after the due repayment date since it is commercial practice to allow additional time for the customers to redeem
their pledges.
Cash and cash equivalents
The cash and cash equivalents balance comprises both bank balances and cash floats at the stores. The bank balances are subject to very
limited credit risk as they are held with banking institutions with high credit ratings assigned by international credit rating agencies. The cash
floats are subject to risks similar to any retailer, namely theft or loss by employees or third parties. These risks are mitigated by the security
systems, policies and procedures that the Group operates at each store, the Group recruitment and training policies and the internal
audit function.
Market risk
Pawnbroking trade receivables
The collateral which protects the Group from credit risk on non-redemption of pawnbroking loans is principally comprised of gold, jewellery
items and watches. The value of gold items held as security is directly linked to the price of gold. The Group is therefore exposed to adverse
movements in the price of gold on the value of the security that would be attributable for sale in the event of default by the borrower.
The Group considers this risk to be limited for a number of reasons. First of all, the Group applies conservative lending policies in
pawnbroking pledges reflected in the margin made on retail sales and scrap gold when contracts forfeit. The Group is also protected due to
the short term value of the pawnbroking contract (5 months). In the event of a significant drop in the price of gold, the Group could mitigate
this risk by reducing its lending policy on pawnbroking pledges, by increasing the proportion of gold sold through retail sales or by entering
gold hedging instruments. Management monitors the gold price on a constant basis.
Considering areas outside of those financial assets defined under IAS 39, the Group is subject to higher degrees of pricing risk. The price of
gold will affect the future profitability of the Group in three key ways:
i) A lower gold price will adversely affect the scrap disposition margins on existing inventory, whether generated by pledge book forfeits or
direct purchasing. While scrap profits will be impacted immediately, retail margins may be less impacted in the short term.
ii) While the Group’s lending rates do not track gold price movements in the short term, any sustained fall in the price of gold is likely to
cause lending rates to fall in the longer term thus potentially reducing future profitability.
iii) A lower gold price may reduce the attractiveness of the Group’s gold purchasing operations.
Conversely, a lower gold price may dampen competition as lower returns are available and hence this may assist in sustaining margins
and volumes.
Financial assets
The Group is not exposed to significant interest rate risk on the financial assets, other than cash and cash equivalents, as these are lent at
fixed rates, which reflect current market rates for similar types of secured or unsecured lending, and are held at amortised cost.
Cash and cash equivalents are exposed to interest rate risk as they are held at floating rates, although the risk is not significant as the
interest receivable is not significant.
Liquidity risk
Cash and cash equivalents
Bank balances are held on short term/no notice terms to minimise liquidity risk.
54
FINANCIAL STATEMENTSRamsdens Holdings PLC - Annual Report 2017 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
14. FINANCIAL ASSETS AND FINANCIAL LIABILITIES continued
Trade and other payables
Trade and other payables are non-interest bearing and are normally settled on 30 day terms, see note 18.
Borrowings
The maturity analysis of the cash flows from the group’s borrowing arrangements that expose the group to liquidity risk are as follows;
Bank borrowings
Loan notes
Total
Amount repayable
In one year or less
In more than one year but no more than two years
In more than two years but no more than five years
2017
£’000
2,310
–
2,310
2,310
–
–
2,310
2016
£’000
2,900
4,000
6,900
2,900
–
4,000
6,900
The bank borrowings interest is based on a fixed percentage above LIBOR. There is therefore a cash flow risk should there be any upward
movement in LIBOR rates. Assuming the £7million revolving credit facility was fully utilised then a 1% increase in the LIBOR rate would
increase finance costs by £70,000 pre-tax and reduce post-tax profits by £56,000.
Derivative financial instruments comprises of interest rate swap facilities that mature in October 2018.
15. INVENTORIES
New and pre-owned inventory for resale (at lower of cost or net realisable value)
16. TRADE AND OTHER RECEIVABLES
Trade receivables
Pawnbroking Accrued Income
Other receivables
Corporation tax receivable
Prepayments and accrued income
17. CASH AND CASH EQUIVALENTS
Cash and cash equivalents
2017
£’000
5,338
2017
£’000
7,730
917
25
–
690
9,362
2017
£’000
11,864
2016
£’000
3,336
2016
£’000
7,126
827
15
57
701
8,726
2016
£’000
10,947
Cash and cash equivalents comprise cash held by the Group and short-term bank deposits with an original maturity of three months or less
from inception.
Further details on financial instruments, including the associated risks to the Group and allowances for bad and doubtful debts and fair
values is provided in note 14.
55
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSRamsdens Holdings PLC - Annual Report 2017 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
18. TRADE AND OTHER PAYABLES (CURRENT)
Bank borrowings
Trade payables
Other payables
Current tax liabilities
Other taxes and social security
Accruals and deferred income
Obligations under finance leases (note 23)
2017
£’000
2,310
3,335
297
305
211
773
8
2016
£’000
2,900
3,285
464
40
189
398
8
7,239
7,284
Terms and conditions of the above financial liabilities:
• Trade and other payables are non-interest bearing and are normally settled on 30-day terms
For explanations on the Group’s liquidity risk management processes, refer to Note 14.
Bank Borrowings
The RCF facility was renewed during the year with an increase in facility size from £5m to £7m and an increase in term for a further 3 years.
Details of the new facility are as follows:
Key Term
Facility
Total facility size
Termination date
Utilisation
Interest
Description
Revolving Credit Facility
£7m
04/03/2020
The £7m facility is available subject to the ratio of cash at bank in hand (inclusive of currency balances) to the
RCF borrowing exceeding 1.5 as stipulated in the banking agreement
Interest is charged on the amount drawn down at 2.5% above LIBOR rate when the initial drawdown is made
and for unutilised funds interest is charged at 1% above LIBOR rate from the date when the facility was made
available. The LIBOR rate is reset to the prevailing rate every interest period typically three months throughout
the facility period
Interest Payable
Interest is payable at intervals to suit the company but typically three months
Repayments
Security
The facility can be repaid at any point during its term and re-borrowed
The facility is secured by a debenture over all the assets of Ramsdens Financial Ltd and cross guarantees and
debentures have been given by Ramsdens Group Limited and Ramsdens Holdings PLC
Undrawn facilities
At the 31 March 2017 the group had available £4.5m of undrawn committed facilities
56
FINANCIAL STATEMENTSRamsdens Holdings PLC - Annual Report 2017 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
19. NON-CURRENT LIABILITIES
Loan Notes
Obligations under finance leases (note 23)
Accruals and deferred income
Derivative financial instruments (note 14)
Deferred tax (note 10)
2017
£’000
–
9
404
119
137
669
2016
£’000
4,000
17
514
226
237
4,994
Loan Notes
To fund the acquisition of Ramsdens Financial Limited and its subsidiaries, the following loan notes were issued on 2 September 2014:
At 31 March 2016
Repaid
At 31 March 2017
10% fixed rate
secured A loan
notes repayable
2 September
2018
£’000
4,000
(4,000)
–
On 16 February 2017 following the listing on AIM of Ramsdens Holdings PLC the loan notes were repaid. The loan notes were subsequently
delisted on the 22 February 2017 from the Channel Islands Security Exchange and the security released. The loan Notes up to repayment
were secured by a fixed and floating charge over the company’s assets and carry a coupon rate of 10%, interest being paid quarterly,
2 January, 2 April, 2 July and 2 September each year.
At 31 March 2017 the accrued interest charge in relation to the loan notes was £Nil (2016: £33,000)
20. ISSUED CAPITAL AND RESERVES
Ordinary shares issued and fully paid
Ordinary A shares of £1 each
Ordinary B shares of £1 each
At 31 March 2016
Reorganisation of existing share capital and reclassification to 1p shares
Bonus issue of ordinary 1p shares
Issue of new ordinary 1p shares
At 31 March 2017
No.
186,250
60,983
247,233
24,723,300
300,400
5,813,953
30,837,653
£’000
186
61
247
247
3
58
308
The Company reorganised the issued ordinary share capital during the year to unify the ‘A’ shares & ‘B’ shares into one class of 1p ordinary
shares. As part of this re-organisation a bonus issue of 300,400 ordinary shares was issued capitalising £3,000 of reserves.
The Company issued 5,813,953 ordinary 1p shares during the year at 86p per share. Associated fees of £50,000 have been charged to share
premium account.
Capital risk management
The Group manages its capital to ensure that entities in the Group will be able to continue as going concerns while maximising the return
to stakeholders through the optimisation of the debt and equity balance. The capital structure of the Group consists of debt, which includes
the borrowings disclosed in note 18, cash and cash equivalents and equity attributable to the equity holders of the parent, comprising issued
capital, reserves and retained earnings.
21. DIVIDENDS
No Dividends were paid during the year.
22. PENSIONS
The company operates a defined contribution scheme for its directors and employees. The assets of the scheme are held separately from
those of the company in an independently administered fund.
The outstanding pension contributions at 31 March 2017 are £107,000 (2016: £32,000).
57
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSRamsdens Holdings PLC - Annual Report 2017 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
23. COMMITMENTS AND CONTINGENCIES
Operating lease commitments – Group as lessee
At the balance sheet date, the Group had outstanding commitments for future minimum rentals payable under non-cancellable operating
leases, which fall due as follows:
Land and buildings
Within one year
After one year but not more than five years
More than five years
Other
Within one year
After one year but not more than five years
More than five years
2017
£’000
2,442
7,812
1,335
11,589
2017
£’000
79
54
–
133
2016
£’000
2,482
8,549
2,368
13,399
2016
£’000
76
100
–
176
Significant operating lease payments represent rentals payable by the Group for rental of store premises. Leases are normally renegotiated
for an average term of 10 years at the then prevailing market rate, with a break option after 5 years. The Group also sublets two of the
premises above the stores, the outstanding receipts from which are immaterial.
Finance lease and hire purchase commitments
The Group has finance leases and hire purchase contracts for one motor vehicle. The Group’s obligations under finance leases are secured
by the lessor’s title to the leased assets. Future minimum lease payments under finance leases and hire purchase contracts, together with
the present value of the net minimum lease payments at 31 March 2017 is £17,000 (2016: £25,000).
24. RELATED PARTY DISCLOSURES
Ultimate controlling party
The Company has no controlling party. Prior to 15 February 2017 the Company was controlled by NorthEdge Capital Fund 1 LP which held
73.89% of the issued share capital since 2 September 2014.
Transactions with related parties
Transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation and are not
disclosed in this note.
Fees charged in the period by NorthEdge Capital LLP the manager of NorthEdge Capital Fund 1 LP, amounted to £54,000 (2016: £101,000).
The Group has £nil (2016: £3,910,000) of loan notes outstanding at 31 March 2017 to NorthEdge Capital Fund 1 LP. Interest of £345,000
was charged during the year (2016: £830,000). There was £nil of interest accrued on these loan notes at 31 March 2017 (2015: £32,000).
The Group has £nil (2016: £90,000) of loan notes outstanding at 31 March 2017 to NorthEdge Capital 1 GP LLP. Interest of £9,000 was
charged during the year (2016: £19,000) and there was £nil of interest accrued on these loan notes at 31 March 2017 (2016: £1,000).
58
FINANCIAL STATEMENTSRamsdens Holdings PLC - Annual Report 2017 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
24. RELATED PARTY DISCLOSURES continued
Transactions with key management personnel
The remuneration of the directors of the Group, who are the key management personnel, is set out below in aggregate for each of the
categories specified in the Companies Act:
Short term employee benefits
Post employment benefits
Share based payments
2017
£’000
613
78
6
697
25. SHARE BASED PAYMENTS
As at 31 March 2017 the Company operated a Long Term Incentive Plan (LTIP). The charge for the year in respect of the scheme was:
LTIP
2017
£’000
7
2016
£’000
437
83
–
520
2016
£’000
–
The LTIP is a discretionary share incentive scheme under which the Remuneration Committee can grant options to purchase ordinary shares
at nominal 1p per share cost to Executive Directors and other senior management. The LTIP commenced in March 2017, details were
as follows:
Outstanding at the beginning of the year
Granted
Forfeited during the year
Exercised during the year
Outstanding at the end of the year
The options vest according to the achievement against two criteria
Total Shareholder Return – TSR – 50% of options awarded
Earnings per Share – EPS – 50% of options awarded
Number of
conditional
Shares
Weighted
average exercise
price in pence
–
805,554
–
–
805,554
–
–
–
–
–
The Fair value of services received in return for share options granted is based on the fair value of share options granted and are measured
using the Monte Carlo Model for TSR performance condition as this is classified as a market condition under IFRS2 and using the Black
Scholes Model for the EPS performance condition which is classified as a non- market condition under IFRS2. The fair values have been
computed by an external specialist and the key inputs to the valuation model were:
Model
Grant Date
Share Price
Exercise Price
Vesting period
Risk Free return
Volatility
Dividend Yield
Fair value of Option (£)
TSR Condition
Monte Carlo
EPS Condition
Black Scholes
13/03/2017
13/03/2017
£1.06
£0.01
£1.06
£0.01
3.05 years
3.05 years
0.2%
27.0%
7.5%
0.39
0.2%
27.0%
7.5%
0.81
Early exercise of the options is permitted if a share award holder ceases to be employed by reason of death, injury, disability, or sale of the
Company. The maximum term of the share options is 10 years.
59
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSRamsdens Holdings PLC - Annual Report 2017 PARENT COMPANY BALANCE SHEET AS AT 31 MARCH 2017
Assets
Non-current assets
Investments
Current Assets
Receivables
Cash and short term deposits
Total assets
Current liabilities
Trade and other payables
Net current assets
Total assets less current liabilities
Net assets
Equity
Issued capital
Share Premium
Retained earnings
Total equity
Notes
D
E
F
2017
£’000
7,845
7,845
1,854
207
2,061
9,906
108
108
1,953
9,798
9,798
308
4,892
4,598
9,798
2016
£’000
247
247
–
–
–
247
–
–
–
247
247
247
–
–
247
The Profit after tax for the Company for the year ended 31 March 2017 was £4,594,000 (2016:£Nil).
These financial statements were approved by the directors and authorised for issue on 6 June 2017 and signed on their behalf by:
Martin Clyburn
Chief Financial Officer
Company Registration Number: 8811656
6 June 2017
60
FINANCIAL STATEMENTSRamsdens Holdings PLC - Annual Report 2017 PARENT COMPANY STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 MARCH 2017
As at 1 April 2016
Profit for the year
Total comprehensive income
As at 31 March 2017
As at 1 April 2016
Profit for the year
Total comprehensive income
Bonus issue of share capital
Issue of share capital
Costs associated with issue of share capital
Share option movement
As at 31 March 2017
Share
Capital
£’000
Share
premium
£’000
Retained
earnings
£’000
247
–
–
247
247
–
–
3
58
–
–
308
–
–
–
–
–
–
–
–
4,942
(50)
–
4,892
–
–
–
–
–
4,594
4,594
(3)
–
–
7
4,598
Total
£’000
247
–
–
247
247
4,594
4,594
–
5,000
(50)
7
9,798
61
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSRamsdens Holdings PLC - Annual Report 2017 NOTES TO THE PARENT COMPANY FINANCIAL STATEMENTS
A. ACCOUNTING POLICIES
Basis of preparation
Ramsdens Holdings Plc (the “Company”) is a public limited company incorporated and domiciled in England and Wales. The registered office
of the Company is Unit 16, Parkway Centre, Coulby Newham, Middlesbrough, TS8 0TJ. The registered company number is 08811656. A list of
the Company’s subsidiaries is presented in note D.
The principal activities of the Company and its subsidiaries (the “Group”) are the supply of foreign exchange services, pawnbroking and
related financial services, jewellery sales, and the purchase of gold jewellery from the general public.
The separate financial statements of the Company are presented as required by the Companies Act 2006. The Company meets the definition
of a qualifying entity under FRS 100 (Financial Reporting Standard 100) issued by the Financial Reporting Council. Accordingly, the financial
statements have been prepared in accordance with FRS 101 (Financial Reporting Standard 101) 'Reduced disclosure Framework' as issued
by the FRC in September 2015.
The financial statements have been prepared on the historical cost basis.
These financial statements are separate financial statements. The Company is exempt from the preparation of consolidated financial
statements, because it is included in the Group financial statements of Ramsdens Holdings PLC.
As permitted by FRS 101, the Company has taken advantage of the disclosure exemptions available under that standard in relation to
business combinations, share-based payment, non-current assets held for sale, financial instruments, capital management, presentation
of comparative information in respect of certain assets, presentation of a cash-flow statement, standards not yet effective, impairment of
assets and related party transactions.
Where required, equivalent disclosures are given in the Group financial statements of Ramsdens Holdings PLC. The Group financial
statements of Ramsdens Holdings PLC are available to the public.
The financial statements have been prepared on a going concern basis as discussed in the Directors’ Report.
The particular accounting policies adopted are described below.
Taxation
Current tax
The tax currently payable is based on taxable profit for the year. The Company’s liability for current tax is calculated using tax rates and laws
that have been enacted or substantively enacted by the balance sheet date.
Deferred tax
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the
financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance
sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are
recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be
utilised. Such assets and liabilities are not recognised if the temporary difference arises from the initial recognition of goodwill or from the
initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit
nor the accounting profit.
Investments
Fixed assets investments are shown at cost less provision for impairment.
Financial liabilities and equity
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity
instrument is any contract that evidences a residual interest in the assets of the company after deducting liabilities.
Equity instruments issued are recorded at the proceeds received, net of direct issue costs.
62
FINANCIAL STATEMENTSRamsdens Holdings PLC - Annual Report 2017 NOTES TO THE PARENT COMPANY FINANCIAL STATEMENTS
A. ACCOUNTING POLICIES continued
Dividends
Dividends receivable from subsidiary undertakings are recorded in the profit and loss account on the date that the dividend becomes a
binding liability on the subsidiary company.
Dividends payable are recorded as a distribution from retained earnings in the period in which they become a binding liability on
the Company.
Employee Share Incentive Plans
Ramsdens Holdings PLC grants equity settled share option rights to the parent entity's equity instruments to certain directors and senior
staff members under a LTIP (Long Term Incentive Plan). The employee share options are measured at fair value at the date of grant by the
use of either the Black- Scholes Model or a Monte Carlo Model depending on the vesting conditions attached to the share option. The fair
value is expensed on a straight line basis over the vesting period based on an estimate of the number of options that will eventually vest.
B. COMPANY PROFIT AND LOSS ACCOUNT
As permitted by s408 of the Companies Act 2006 the Company has elected not to present its own profit and loss account or statement of
comprehensive income for the year.
The Company made a Profit after taxation of £4,594,000 in 2017 (2016: £Nil).
The auditor’s remuneration for the current and preceding financial years is borne by a subsidiary undertaking, Ramsdens Financial Limited.
Note 7 to the Group financial statements discloses the amount paid.
C. STAFF AND KEY PERSONNEL COSTS
Other than the Directors who are the key personnel, the Company has no employees. Details of their remuneration is set out below:
Remuneration receivable
Social security cost
Value of company pension contributions to money purchase schemes
Share based payments
Remuneration of the highest paid director:
Remuneration receivable
Social security cost
Value of company pension contributions to money purchase schemes
Share Based Payments
The number of directors accruing retirement benefits under the money purchase scheme is 2 (2016: nil).
2017
£’000
96
11
55
3
165
2017
£’000
29
4
53
2
88
2016
£’000
–
–
–
–
–
2016
£’000
–
–
–
–
–
63
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSRamsdens Holdings PLC - Annual Report 2017 NOTES TO THE PARENT COMPANY FINANCIAL STATEMENTS
D. INVESTMENTS
Shares in subsidiary undertakings
Cost
At 1 April 2016
Additions
Additions - Share based payments
At 31 March 2017
Total
£’000
247
7,594
4
7,845
Additions during the year represent the transfer of shares in Ramsdens Financial Ltd following a group reorganisation which resulted
in the entire share capital now being held directly as opposed to it being formerly held indirectly via the wholly owned subsidiary
Ramsdens Group Ltd.
The Investments in Group Companies which are included in the consolidated statements are as follows:
Proportion of
voting rights
and shares
held
Activity
100%
100%
Supply of management & strategic services – now dormant
Supply of foreign exchange services, pawnbroking, purchase of
gold jewellery, jewellery retail and related financial services.
Name of company
Subsidiary undertakings
Ramsdens Group Limited
Ramsdens Financial Limited
E. RECEIVABLES
Holding
Ordinary
Shares
Ordinary
Shares
Amounts owed by subsidiary companies
Prepayments
F. LIABILITIES: AMOUNTS FALLING DUE WITHIN ONE YEAR
Trade Payables
Other Creditors
Other taxes and Social Security
Current tax liabilities
2017
£’000
1,814
38
1,852
2017
£’000
15
75
11
7
108
2016
£’000
–
–
–
2016
£’000
–
–
–
–
–
G. CALLED UP SHARE CAPITAL
Details of the called up share capital including share shares issued during the year can be found in note 20 within the Group financial
statements of Ramsdens Holdings PLC.
H. SIGNIFICANT EVENTS DURING THE YEAR
The Group restructured during the year following the listing of the Company onto the AIM London stock exchange. The £5,000,000 raised
from the issue of new shares enabled the Company to lend money to Ramsdens Group Limited to repay loan notes of £4,000,000 and to pay
exceptional expenses. The Company also received dividends during the year of £5,400,000. The restructuring consisted of the investment in
Ramsdens Financial Limited being transferred from Ramsdens Group Limited to the Company, with the intercompany loans settled except for
£1,814,000 owed by Ramsdens Financial Limited to the Company post restructuring.
64
FINANCIAL STATEMENTSRamsdens Holdings PLC - Annual Report 2017 COMPANY ADVISORS
Directors
Andrew David Meehan (Non-Executive Chairman)
Peter Edward Kenyon (Chief Executive Officer)
Martin Anthony Clyburn (Chief Financial Officer)
Simon Edward Herrick (Non-Executive Director)
Stephen John Smith (Non-Executive Director)
Company Secretary
Kevin Nigel Brown, F.C.A.
Registered Office and Principal
Place of Business
Unit 16
The Parkway Centre
Coulby Newham
Middlesbrough TS8 0TJ
Telephone Number
01642 579957
Website
www.ramsdensplc.com
Nominated Adviser
Auditor
Solicitors
Financial Public Relations Adviser
to the Company
Registrars
Liberum Capital Limited
25 Ropemaker Street
London EC2Y 9LY
Ernst & Young LLP
Citygate
St James Boulevard
Newcastle Upon Tyne NE1 4JD
HBJ Gateley
Exchange Tower
19 Canning Street
Edinburgh EH3 8EH
Hudson Sandler LLP
29 Cloth Fair
London EC1A 7NN
Equiniti Limited
Aspect House
Spencer Road
Lancing
West Sussex BN99 6DA
Principal Bankers
Clydesdale Bank trading as Yorkshire Bank
1st Floor
94-96 Briggate
Leeds LS1 6NP
Designed and produced by Invicomm Limited
www.invicomm.com +44(0)207 205 2586
65
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSRamsdens Holdings PLC - Annual Report 2017