In this report
Business review
Governance
Financial statements
01 Highlights
02
Chairman and Chief
Executive Officer’s report
04 Our technology in use
06 Financial review
08 Board of Directors
10 Directors’ report
14 Remuneration Committee report
15 Corporate governance
Statement of Directors’
18
responsibilities
19 Independent auditor’s report
20 Consolidated statement
21
of comprehensive income
Consolidated statement
of financial position
22 Consolidated statement
of changes in equity
23 Consolidated statement of cash flows
24 Notes to the consolidated
financial statements
44 Four year record
45 Notice of first Annual General Meeting
IBC Secretary and advisers
Find out more at
wandisco.com
WANdisco
stands for Wide
Area Network
Distributed
Computing
Bookings
($’000s)
2011: $4,618
Our solutions enable globally distributed
organisations to meet today’s data challenges
of secure storage, scalability and availability.
WANdisco’s products are differentiated by the
company’s pattented, non-stoop data replication
technollogy, seerving crucial hhigh availability
requiremments, including Hadoop Big Data and
Application Lifecycle Management (ALM).
Highlights
“ We are incredibly pleased with the progress achieved since our IPO in June.
Our revenues have almost doubled during this period in a fast growing market.
Our major investments in talented people and complementary IP during 2012
have enabled us to launch new products for the high growth big data market,
which we believe ideally positions WANdisco for long-term sustained growth.”
David Richards
Chairman and Chief Executive Officer
Revenue
($’000s)
Deferred revenue
($’000s)
Net cash
($’000s)
2011: $3,878
2011: $4,466
2011: $74
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Successful Admission to AIM:
Post period end1
IPO successfully completed, raising $26 million in significantly
oversubscribed Placing
Major IPO milestones met:
Awarded US patent for core Active-Active Data Replication technology
Footprint extended into China, with office established and first
customers secured
Expansion of enterprise sales team, with key hires from IBM,
HP and other global technology firms
Acquired AltoStor, accelerating product development for the
fast-growing Hadoop big data market
Opened new development centre in Belfast, Northern Ireland to accelerate
product delivery and development
New customers secured in numerous markets across
multiple product sets:
New customers include: Apple, Cap Gemini, Cisco, Delta Systems,
E-Signal, FINRA, Fujitsu, General Dynamics, Georgia Tech, Honeywell,
Huawei, Huntington Bank, McAfee, Nokia, Penn State University,
Pioneer Investments, Pitney Bowes, and Ricoh
Continued strong up-sell to existing customers:
Additional subscription licenses purchased by Emerson, EMC, Fiserv,
Hewlett Packard, John Deere, Prudential, Sherwin Williams, Syniverse,
Wal-Mart and Wells Fargo
Subscription renewal rate of 114%:
Strong financial momentum
maintained:
Q1 2013 cash bookings of $3.035 million,
representing an increase of 96%
year-on-year (Q1 2012: $1.545 million)
and annualised subscription renewal
rate of 134%
Successfully entered big data
market with new products,
solutions and partnerships:
Launched four big data products
including WANdisco Distro, our first
big data product and the foundation
for WANdisco’s range of enterprise
big data solutions, as well as ‘Non-Stop
NameNode’, our flagship solution
Filed three new additional patents
related to distributed computing with
applications in big data
Established the Non-Stop Alliance
Partner Program, with founding
partners Hyve Solutions and SUSE
Renewals received for customers including Cisco Systems, Disney,
Juniper Networks, McGraw Hill and Vanguard
1 Post period end financial information
is unaudited.
WANdisco plc Annual Report and Accounts 2012 01
Chairman and Chief Executive Officer’s report
Deelivering oon our commitments
Within product development we intend to invest
in high quality engineers, notably to realise our ambitions
in the big data market and continue our rapid growth in
the software development market.
Introduction
Following the IPO of the Company on
1 June 2012, the Group has consistently
delivered on its commitments as a pub-
licly traded company on London’s
Alternative Investment Market (“AIM”). Our
initial aspirations, which were laid out as
part of our admission to AIM, have been
more than realised and we are excited
about the prospects for sustained long-
term growth, which we believe are now
greater than initially anticipated 1 1
months ago.
Delivering on our IPO commitments
At the time of the IPO, the Group set out
a number of short and medium-term ob-
jectives, including two key targets related
to sales team expansion and extending
the product range. Not only have these all
been delivered, they have also occurred
more quickly than originally planned.
Sales and marketing expansion
Prio r to b eco min g a lis te d G ro up,
WANdisco had operated with a small sales
team, which did not have the resources to
pursue actively the opportunities that
were arising from the rapid success of our
products within the Application Lifecycle
Management (ALM) market. The sales
team has now been greatly enhanced
with some key hires from companies that
operate in adjacent markets and through
the opening of a sales and support office
in Chengdu, China.
We now boast a global sales team in ex-
cess of twenty staff, the majority of whom
are in North America aligned to our larg-
est market but with an increasingly
international footprint. The result of this
expansion is only partly reflected in the
re s u l t s h e re , b u t t h e 7 1 % g ro w t h
in year-on-year bookings in 2012 serves
to highlight the potential for further
sales growth.
Product development
During the second half of the year, the
Group broadened its product range
through both investment in new software,
such as the purchase of smartSVN, and
through the recruitment of specialist tal-
ent by way of our acquisition of AltoStor
on 16 November.
Having identified a major growth oppor-
t u n i t y t h ro u g h t h e a p p l i c at i o n of
WANdisco’s patented “active-active repli-
cation” technology within the big data
market, the Group set about investing
in complementary IP and expertise to
develop new products for this fast
growing market.
The acquisition of AltoStor and its found-
ers, Dr Konstantin Shvachko and Jagane
Sundar, provided WANdisco with unri-
valled expertise in Apache Hadoop –
the proven open source big data technology
which is the backbone of many of the world’s
largest and most important databases.
This investment in Hadoop expertise, in
addition to our own in-house develop-
ment capacity and the opening of the
new cost effective development office in
Belfast, gave us the ability to deliver our
new portfolio of products for the big data
market substantially ahead of schedule.
Employees
In line with our growth ambitions we have
considerably expanded our employee
base across both our main operating lo-
cations in Sheffield, United Kingdom, and
in San Ramon, United States. Our newly
opened offices in Belfast, Northern
Ireland, and Chengdu, China, have further
added to the Group’s wealth of expertise
in software engineering and sales. We
now have more than 100 employees
across the globe and a strong culture
which we believe will help us continue to
attract employees of the highest calibre.
02 WANdisco plc Annual Report and Accounts 2012
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Outlook
The rapid sales growth of our existing
products, combined with the increased
potential of our big data products, which
launched ahead of schedule, means the
Board expects to deliver higher customer
bookings than initially anticipated in 2013.
Our continued investment in our sales
and development teams should help to
accelerate growth further in the medium
term. The reception that our big data
products have received within this fast
growing sector provides confidence of
rapid adoption for highly critical applica-
tions. Consequently, the Board believes
that sales in this area will be significant
and will be delivered in the relatively
short term.
Our rapid growth within the ALM market
continues as a result of the widespread
adoption of our DConE replication tech-
nology via our Subversion Multisite
products.
T h e B o a r d l o o k s t o t h e f u t u r e
with confidence.
David Richards
Chairman and Chief Executive Officer
In order to expand the possible routes to
market for our new product suite, we have
established the Non-Stop Alliance Partner
Programme to provide partners with
the technology, resources, expertise and
support for global Apache Hadoop deploy-
ments. Founding partners participating in
the Non-Stop Alliance Partner Programme
include Hyve Solutions and SUSE.
First quarter 2013 trading update1
Underpinning our confidence for 2013 is
the strong momentum we have witnessed
in the business during the first quarter.
While delivery of new products to support
Apache Hadoop has been progressing
ahead of expectations, the growth of our
Subversion Multisite products has also
been better than expected. In the first
quarter of 2013, bookings have risen by
96% to $3.035 million when compared to
the $1.545 million achieved in the same
quarter last year.
Notable new customers signed in the first
quar ter included G eneral Atomics,
FutureWei (a division of Huawei), Société
Générale and Maxim. In addition, the
Group saw significant growth in existing
customer accounts including Home
Depot, Nokia, John Deere and McAfee, all
of whom expanded their use of WANdisco
products within their organisations.
The annualised renewal rate by booking
value was 134%. Renewals included Sony,
McGraw Hill, Raytheon, Vanguard, Borg
Gais and Blue Shield. When one particu-
larly large increased renewal is excluded
the underlying rate of renewal is 117%.
Focus and opportunity
Since the year end, the growth potential
of the Group has been highlighted further
with the rapid launch of new products for
use within the big data industry.
Independent analyst firm Wikibon has
stated that the overall big data market
reached $11.4 billion in 2012, ahead of
Wikibon’s previous forecast. The big data
market is projected to reach $18.1 billion
in 2013, an annual growth of 61%. This
puts it on target to exceed $50 billion by
2017. That translates to a 33% compound
annual growth rate over the five-year pe-
riod. Apache Hadoop is described by
independent analyst firm IDC as the
“de facto big data platform” and is used by
companies such as Yahoo!, Facebook,
Twitter, LinkedIn and many others.
This growth is fuelled by an increased
awareness among enterprises that
big data can yield huge benefits in many
diverse markets, notably financial servic-
es, pharmaceuticals and retail. These
mainstream markets require enterprise
features such as high availability and
disaster recovery.
By utilising our core, patented DConE
replication technology, which forms the
basis of our products for the ALM market,
and combining it with the unparalleled
exper tise that we now have within
the Apache Hadoop community, we
have been able to deliver a series of enter-
prise-ready Apache Hadoop products for
Big Data.
The WANdisco Distro forms the founda-
tion for the Group’s enterprise-level big
data products, and when combined with
our Non-Stop NameNode it guarantees
availability for Apache Hadoop users.
1 Post period end financial information
is unaudited.
WANdisco plc Annual Report and Accounts 2012 03
Our technology in use
ESO reaches for the stars
The European Southern Observatory (ESO) is Europe’s
foremost inter-governmental astronomy organisation and
the world’s most productive astronomical observatory.
Atacama Large Millimeter/submillimeter Array (ALMA), one of ESO’s key
projects, is a state-of-the-art telescope located 5,000 metres above sea level
in the Chilean Andes and it is used to study light with wavelengths of around
a millimeter, between infrared light and radio waves. This telescope helped
in the discovery of a new planetary system.
Performance and reliability
requirements:
Software developers working on the project
are based at ALMA in the Chilean Andes, at three
additional observation sites in Chile, and at locations
in the United States, Japan and Germany.
They would all access a single server in Munich,
Germany, facing long wait times due to poor
and unpredictable wide area network performance,
which resulted in delayed research efforts. In
addition, the network was unreliable and downtime
was frequent, especially at the distant remote
observatory site, leaving developers without
server access for several hours at a time.
“Slow and unreliable satellite-based network
access from our remote observatory, located 5,000
metres above sea level in the Chilean Andes made
access to the source code repository in Germany
quite unpredictable for our developers based there,”
said Erik Allaert, European Divisional Software
Manager for ESO. “At the same time, we needed to
improve network performance between all of our
development sites in America, Japan and Europe.”
Global 24/7 high-speed
operations achieved
WANdisco’s
replication at ALMA
After looking at leading version control solutions,
ESO selected WANdisco. WANdisco turns distributed
servers into mirrors of each other, so every server
is in sync. Developers at every location enjoy
LAN-speed performance for all operations and
have access to the most up-to-date changes,
regardless of where those changes originated.
rkkkk
WANdisco enables LAN-speed collaboration
between ESO’s globally distributed developers
from any location, allowing them to work as if they
were all at one location. With WANdisco’s patented
replication technology, all repositories are fully
readable, writeable and continuously in sync and
downtime and data loss are completely eliminated
because the repositories are turned into mirrors of
each other, providing continuous hot-backup and
automatic failover across every site.
04 WANdisco plc Annual Report and Accounts 2012
Socorro
Munich
Chajnantor
Responding to catastrophe
The March 2011 tsunami in Japan was
disastrous, claiming more than 15,000
lives. In addition, it had catastrophic
results for ESO, causing a three-month
outage for the organisation’s Tokyo
location. However, with WANdisco’s
patented replication solution in place,
users there simply connected to ESO
servers in Germany. When the Tokyo
servers were brought back online, they
were immediately and automatically
re-synchronised with servers at other
sites in less than two hours.
To read more about
our work and to see
more examples of
what we have done for
other customers visit
wandisco.com
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WANdisco Results for ESO
All users at every site globally have LAN-speed
access to most up-to-date source code.
WANdisco eliminates single point of failure,
performance bottleneck and WAN latency.
Checkouts that once took hours from remote
sites take minutes.
ESO now has a daily continuous build process
– no more waiting till the end of the week.
Merge conflicts and other issues are
resolved quickly, before project
deadlines are impacted.
ESO operates 24/7 – no more
downtime, even for maintenance.
WANdisco’s solution
enabled us to achieve
what we were after with
dramatically improved
efficiency and
productivity globally,
without any downtime.
Erik Allaert
Divisional Software Manager,
ESO
Tokyookyooo
ESO site: ALMA antennas under the Milky Way.
José Francisco Salgado, ESO Photo Ambassador
WANdisco plc Annual Report and Accounts 2012 05
Financial review
Suubbstantial growth across the boooardd
The Group has delivered a strong financial performance
driven by substantial growth in subscriptions.
› Bookings increase by 71% to
$7.916 million (2011: $4.618 million)
› Revenue increases by 56% to
$6.031 million (2011: $3.878 million)
› Deferred revenue increased to
$6.368 million (2011: $4.466 million)
› Net cash balances at year end of
$14.5 million
As our full year results highlight, the
Group has experienced rapid growth in
2012. This growth is expected to continue
as the products achieve wider adoption
throughout both the software developer
community and the big data industry.
The admission of the company’s shares
to the Alternative Investment Market
in London on 1 June 2012 was a transfor-
mational event, affording the Group an
opportunity to raise significant amounts
of financial resources which in turn gave
the Group the capacity to expand its sales
team and product base. New funds raised
at the time of the IPO were $23.2 million
through the issue of 8,333,334 new
Ordinary Shares at a placing price of
180 pence per share. In consequence,
the Group is now broadly owned as to
50% by the professional investing com-
munity and 50% by current and former
employees of the Company.
Immediately following the IPO, the cash
available for investment was $23.5 million.
The table on the following page demon-
strates how these funds were utilised over
t h e s u b s e q u e n t s e v e n m o n t h s to
31 December 2012.
Since the IPO there have been two signifi-
cant corporate transactions. The investment
of $1.0 million in the smartSVN software
products has proven to be advantageous
in terms of broadening the Group’s prod-
u c t o f f e r i n g fo r t h e A L M m a r k e t .
Furthermore, the $4.9 million paid to the
vendors of the AltoStor, Inc. business (of
which $1.5 million was paid in cash im-
mediately on completion) has been
invaluable in terms of improving the
Group’s knowledge base of the Apache
Hadoop technology, as well as rapidly ac-
celerating our ability to launch products
designed to overcome some of the major
issues in the big data marketplace.
The AltoStor acquisition was partly funded
through the issue of 525,911 new Ordinary
Shares and $1.5 million by way of cash.
The cash consideration has been treated
as initial purchase consideration, as well
as $0.8 million of the share consideration,
of which $0.3 million was made available
to the vendors immediately on comple-
tion, and $0.5 million is deferred. The
balance of the amount paid to the ven-
dors ($2.6 million) is to be treated under
IFRS 2 as a share-based payment in
the post acquisition period, due to the
conditionality that attaches to the release
of the shares to the vendors.
The subscription model for selling the
Group’s products has once again proved
its worth in that each renewal gives us the
opportunity to extend our engagement
with our customers. This model also pro-
vides us with a high degree of confidence
in terms of forecasting future revenues. As
a result of cash bookings increasing year-
on-year by 71%, the balance on the
deferred revenue account has also in-
creased from $4.466 million to $6.368
million, a rise of 43%.
The subscription
model for selling
the Group’s products
has once again
proved its worth
06 WANdisco plc Annual Report and Accounts 2012
Cash bookings
+71%
2011: $4.6m // 2012: $7.9m
Revenue
0m
+56%
2011: $3.9m // 2012: $6.0m
$’000
253
23,197
(1,000)
(1,500)
3,609
(2,374)
(3,572)
(1,412)
(2,656)
14,545
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The substantial investment in the sales
team and software engineers since the
IPO has resulted in an accounting loss in
terms of underlying EBITDA. While the
Group was EBITDA positive on this basis in
the year to 31 December 2011, when it
had limited funds to invest in growth, the
recent level of investment has resulted
in an adjusted loss before interest, tax,
d e p re ci a t i o n a n d a m o r t i s a t i o n o f
$3.002 million.
The adoption of the Group’s products by
our target customers continues apace
which is a testament to the quality of the
software and individuals that develop and
support it. As a result it is clear that wider
adoption will transform the financial posi-
tion of the Group going forward and help
to build upon the successful IPO.
Nick Parker
Chief Financial Officer
Cash flows since IPO on 1 June 2012
Pre IPO cash
Cash raised from IPO (net of costs)
Syntevo software purchase
AltoStor Acquisition
Cash receipts
UK Payroll costs
US Payroll costs
Operating working capital
IPO costs
Cash at year end
Revenue for the year under review
was $6.031 million, representing a 56%
increase over the prior year result of
$3.878 million.
During the year, as in previous years,
the Group has invested substantially
in new product development. This invest-
m e nt h a s co n t r i b u te d s t ro n g l y to
the growth in revenues and it is anticipat-
ed that such investment will continue. In
the year ended 31 December 2012, the
total capitalised development expenditure
was $2.912 million, resulting in an intangi-
ble asset in the statement of financial
position of $2.454 million. This asset is
being amortised over two years.
Clearly, as a result of, inter alia, the IPO
and its associated costs, the Group has in-
curred a number of exceptional costs
during the year amounting to $2.656 mil-
lion. These have been excluded from the
calculation of the underlying results, as
has the exceptional gain of $776,000 aris-
i n g f ro m t h e t r a ns l at i o n a l fo re i g n
exchange difference due to the sterling
cash deposits that the Group held at the
year end. In consequence, the net excep-
tional costs charged in the year amounted
to $1.880 million.
“ The adoption of the Group’s products by our
target customers continues apace which is a
testament to the quality of the software and
individuals that develop and support it.”
WANdisco plc Annual Report and Accounts 2012 07
Board of Directors
WANdisco is led by a seasoned team of software executives
who have served on the boards and advisory boards of a number
of Silicon Valley start-up ventures and large corporates. The
team consists of individuals who have built companies from
inception to successful exit and people who are regarded as
worldwide authorities in the field of distributed computing,
network protocols and Java development.
1. David Richards
Position
President, CEO
and Co-founder
Committees
Remuneration
Experience
David is CEO, President and co-founder
of WANdisco and has quickly estab-
lished WANdisco as one of the world’s
most promising technology companies.
Since co-founding the Company in
Silicon Valley in 2005, David has led
WANdisco on a course for rapid interna-
tional expansion, opening offices in the
UK, Japan and China. David spearhead-
ed the acquisition of AltoStor, which
a cce le r ate d th e d eve lo p m e nt of
WANdisco’s first products for the big
data market. The majority of WANdisco’s
core technology is now produced out
of the Company’s flourishing software
development base in David’s home-
town of Sheffield, England, and in
Belfast, Northern Ireland.
David has become recognised as a
champion of British technology and
entrepreneurship. In 2012, he led
WANdisco to a hugely successful listing
on London Stock Exchange (WAND:LSE),
r a isin g ove r $23 m i lli o n to d r i ve
business growth.
With over 15 years’ executive experi-
ence in the software industry, David sits
on a number of advisory and executive
boards of Silicon Valley start-up ven-
t u re s . A p a s s i o n ate a d vo c ate of
entrepreneurship, he has established
many successful start-up companies in
enterprise software and is recognised
as an industry leader in enterprise ap-
plication integration and its standards.
David is a frequent commentator on
a range of business and technology is-
sues, appearing regularly on Bloomberg
and CNBC. Profiles of David have ap-
peared in a range of leading publications
including the Financial Times, the Daily
Telegraph and the Daily Mail.
David holds a BSc degree in computer
s c i e n c e f r o m t h e U n i v e r s i t y o f
Huddersfield, England.
2. James Campigli
Position
Chief Operating Officer
and Co-founder
Committees
Audit
Experience
James has over 25 years of software in-
dustry experience at both early-stage and
public companies. In his current role
James is responsible for WANdisco’s op-
erational management, including
oversight of marketing, human resources,
and legal affairs. In his previous role as a
founder and chief technology officer
(CTO) of Librados, an application integra-
tion software provider, James was
responsible for overall product strategy
and product messaging. James was also
a member of the management team that
led the company’s acquisition by
NetManage, Inc. Following its acquisition,
James joined NetManage as CTO for the
Librados products group.
Prior to Librados, James was the vice
president of product management for
Insevo, a middleware company special-
izing in enterprise application integration.
James also held senior product manage-
ment, product marketing and consulting
management positions at BEA Systems
and SAP AG. James holds a BA from the
University of California, Berkeley.
08 WANdisco plc Annual Report and Accounts 2012
For biographies of our
full management team
visit our website
wandisco.com
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3. Nick Parker
Position
Chief Financial Officer
and Company Secretary
Committees
N/A
4. Paul Walker
Position
Non-executive Director
5. Ian Duncan
Position
Non-executive Director
Committees
Remuneration and Audit
Committees
Remuneration and Audit
Experience
Nick has over 25 years of experience in
finance positions and in particular in
London Stock Exchange listed compa-
nies. Nick is an experienced business
professional and chartered accountant
(Institute of Chartered Accountants in
England and Wales) and today serves as
WANdisco’s CFO, where he oversees
the Group’s finance, accounting and
investor relations functions. Prior to
WANdisco, Nick was the Dyson Group
PLC CFO for over eight years from
2000 to 2008. He was previously, from
2008 to 2011, the chief executive of
Sheffield Wednesday Football Club,
where he was involved in the sale of the
English football team to private inves-
tors, and was also the vice president of
corporate development at Carclo PLC,
where he oversaw numerous acquisi-
tions and disposals in both the UK
and overseas. Nick holds a BA in ac-
countancy and economics from the
University of Exeter, UK.
Experience
Paul served as chief executive officer of
The Sage Group Plc from 1994 to 2010.
Paul joined Sage Group Plc as company
accountant in 1984 and served as its fi-
nance director from 1987 until 1994. Paul
has been a non-executive director of
Experian plc since June 2010 and has
been a non-executive director of Diageo
Plc since June 2002. He has also served
as non-executive chairman of Perform
plc since 2011, is currently chair of the
Newcastle Science City Partnership and
is a director of the Entrepreneurs’ Forum.
Paul previously served as a non-executive
director of MyTravel Group Plc from
December 2000 to December 2004.
Experience
Ian was group finance director of Royal
Mail Holdings plc from 2006 to 2010.
Prior to Royal Mail Holdings plc, Ian
served for eight years as chief financial
officer and senior vice president of
Westinghouse Electric Company LLC in
Pennsylvania, US. Between 1993 and
1998 Ian was at British Nuclear Fuels plc
latterly as corporate finance director.
Prior to this Ian was an associate direc-
tor at Lloyds Merchant Bank Limited and
a manager at Dresdner Kleinwor t
Wasserstein Limited. Ian qualified as
a chartered accountant at Deloitte
and Touche in 1985. Ian is currently a
non-executive director and Chair of the
a u d i t c o m m i t t e e a t B a b c o c k
International Group plc, Fiberweb plc
and the Mouchel Group.
WANdisco plc Annual Report and Accounts 2012 09
Directors’ report
The Directors present their report and the audited financial statements
for the year ended 31 December 2012.
Principal activity
The principal activity of the Group is the development and provision
of global collaboration software.
Substantial shareholders
The Company is informed that, at 25 April 2013, individual
registered shareholdings of more than 3% of the Company’s
issued share capital were as follows:
Business review and future developments
A review of the Group’s operations and future developments is
covered in the Chairman and Chief Executive Officer’s Report on
pages 2 and 3. This report includes sections on strategy and
markets and considers key risks and key performance indicators.
Financial results
Details of the Group’s financial results are set out in the Consolidated
Income Statement and other components on pages 20 to 43.
Dr Yeturu Aahlad
Cazenove Capital
Legal & General Investment
Management Ltd
Blackrock Investment Management
Mr Mohammad Naeem Akhtar
Number
of
shares
3,425,091
1,627,473
1,595,676
697,080
692,454
% of issued
Ordinary
Share
capital
15.99%
7.60%
7.45%
3.25%
3.23%
Dividends
The Directors do not recommend the payment of a dividend.
Directors’ shareholdings
Going concern
After making enquiries, the Directors have confidence 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 the Report and Accounts. This
is described in more detail in Note 1.
Annual General Meeting
On page 45 is the notice of the Company’s first Annual General
Meeting to be held at 12.00 noon on 12 June 2013 at the offices
of DLA Piper UK LLP in Sheffield.
Directors
The Directors who served on the Board and on Board Committees
during the year are set out on pages 8 and 9.
Under the Articles of Association of the Company, no person
who was a Director as at the date of Admission shall be required
to retire at the Company’s Annual General Meeting following
Admission. In future years one-third of the Directors are required
to retire at the Annual General Meeting and can offer themselves
for re-election.
The Directors benefited from qualifying third party indemnity
provisions in place during the financial year and at the date of
this report.
Information on Directors’ remuneration and share option rights
is given in the Remuneration Committee Report on page 14.
The beneficial interests of the Directors in the share capital of the
Company at 31 December 2012 and at 25 April 2013 were
as follows:
Executive Directors
David Richards
James Campigli
Non-Executive Directors
Paul Walker
Number
of
shares
% of Ordinary
issued
share
capital
3,383,153
1,844,143
15.79%
8.61%
111,111
0.52%
None of the Directors had any interest in the share capital of any
subsidiary company. Further details of options held by the
Directors are set out in the Remuneration Committee Report on
page 14.
The middle market price of the Company’s Ordinary Shares on
31 December 2012 was 440 pence and the range during the
period since admisson to AIM and the year end was 180 pence
to 455 pence with an average price of 329 pence.
Research and development
The Group expended $2,912,000 during the year (2011: $1,207,000)
on research and development of which $2,912,000 (2011: $1,207,000)
was capitalised within intangible assets and $nil (2011: $nil) was
charged to the income statement. In addition, an amortisation
charge of $1,801,000 (2011: $980,000) has been recognised
against previously capitalised costs.
10 WANdisco plc Annual report and accounts 2012
Derivatives and financial instruments
The Group’s policy and exposure to derivatives and financial
instruments is set out in Note 21.
Employee involvement
It is the Group’s policy to involve employees in its progress,
development and performance. Applications for employment
by disabled persons are fully considered, bearing in mind
the respective aptitudes and abilities of the applicants concerned.
The Group is a committed equal opportunities employer
and has engaged employees with broad backgrounds and skills.
It is the policy of the Group that the training, career development
and promotion of a disabled person should, as far as possible, be
identical to that of a person who is fortunate enough not to suffer
from a disability. In the event of members of staff becoming
disabled, every effort is made to ensure that their employment
with the Group continues.
Political and charitable donations
During the year ended 31 December 2012 the group made
political donations of $nil (2011: $nil) and charitable donations
of $nil (2011: $nil).
Supplier payment policy and practice
The Group does not operate a standard code in respect of
payments to suppliers. The Group agrees terms of payment with
suppliers at the start of business and then makes payments
in accordance with contractual and other legal obligations.
The ratio, expressed in days, between the amount invoiced to
the Group by its suppliers during the year to 31 December 2012 and
the amount owed to its trade creditors at 31 December 2012 was 45
days (2011: 43 days).
Risks relating to the Group and its business
Technological risks
The Group’s business is dependent upon technology which
could be superseded by superior technology, more competitively
priced technology or a shift in working practices which could
affect both the potential profitability and saleability of the Group’s
product offering. Staying abreast of technological changes may
require substantial investment.
The Group’s existing software products need to develop
continually in order to meet customer requirements. The
technology used in the Group’s products and used in Subversion
is still evolving and is highly complex and may change rapidly.
Research and development by other companies may render
any of the Group’s products in development or currently
available obsolete.
Intellectual property protection
The Group protects its intellectual property through a variety of
methods, including proprietary information and invention
agreements and non-disclosure agreements entered into by
WANdisco and its employees through the Group’s terms and
conditions of software licence agreements.
The Group also has a patent in the US and a number of patents that
it has applied for and a number of trade marks registered in the US.
Any failure to protect the Group’s intellectual property may result
in another party copying or otherwise obtaining and using
its proprietary technology without authorisation.
There may not be adequate protection for the intellectual
property in every country in which the Group sells its products
and policing unauthorised use of proprietary information is difficult
and expensive.
Due to the Group’s size and previously limited cash resources,
it has historically taken only limited action to protect its key
intellectual property and it may not be able to detect and prevent
infringement of its intellectual property. Should a third party
successfully demonstrate priority over any of these rights, it could
inhibit the Group from selling products in certain territories.
The steps, which the Group has taken and intends to take to
protect its intellectual property, may be inadequate to prevent the
misappropriation of its proprietary technology. Any misappropriation
of the Group’s intellectual property could have a negative impact
on the Group’s business and its operating results.
Furthermore, the Group may need to take legal action to enforce
its intellectual property, to protect trade secrets or to determine
the validity or scope of the proprietary rights of others. Litigation
relating to the Group’s intellectual property, whether instigated by
the Group to protect its rights or arising out of alleged infringement
of third party rights, may result in substantial costs and the diversion
of resources and management attention and there can be no
guarantees as to the outcome of any such litigation, or that it can be
effectively used to enforce the Group’s rights.
Dependence on key executives and personnel
The Group’s future success is dependent on its senior management
and key technical personnel. Whilst much of the Group’s
proprietary know-how is documented, members of the technical
team each contribute valuable skills and know-how to the business
and, despite contractual confidentiality agreements in favour of
the Group, there can be no guarantee that those individuals will
not join the Group’s competitors or establish themselves
in competition with the Group in the future.
Failure to retain the services of any of these people may adversely
affect the Group’s business and growth prospects. Additionally,
the future success of the Group is dependent on the ability
to continue to attract, retain and motivate qualified personnel
and failure to do so could materially affect the Group’s business.
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WANdisco plc Annual report and accounts 2012 11
Directors’ report
continued
Risks relating to the Group and its business continued
Competition risk
There can be no guarantee that the Group’s competitors (including
those who license software which competes with Subversion or
CVS) have not already developed and/or will not develop
products and services which are competitive to those supplied
by the Group or which reduce the appeal of Subversion and there
can be no assurances that the availability of any such products
and services will not adversely affect future demand for the
Group’s own products and services.
The Group’s competitors may have or develop greater financial,
marketing and technological resources than the Group, enabling
them to develop products and services which are competitive to
those of the Group and to promote them more successfully than
the Group.
Open source software
WANdisco’s products are currently designed for use with
Subversion and CVS, both of which are open source software
products. As open source products are developed by a wider
community, the Group does not solely control their development,
and changes to the structure of the products may significantly
impair the effectiveness of the Group’s products. As the core
open source software on which the Group’s products and
services currently depend are licensed for free, the Group’s ability
to sell its products and services may be curtailed by potential
customers not understanding the incremental benefits of the
Group’s offering or seeking to rely purely on the open source
software available.
WANdisco’s products contain products licensed under free and
open source software code (FOSS). As with any type of software
licence, WANdisco must abide by the terms of the relevant
licences. The FOSS products used by WANdisco are a mix of
“permissive” and “copyleft” licences, with the vast majority being
permissive. There is an inherent risk for any business that uses
FOSS with a copyleft effect that it may be obliged to release the
source code to its proprietary software. This is sometimes referred
to as “contamination”. This risk cannot be entirely eliminated but
WANdisco has implemented a FOSS policy which includes the
following provisions to reduce significantly and mitigate the risk
of contamination:
› WANdisco favours the use of permissive (non-copyleft) FOSS
licences, which do not pose a contamination risk (specifically,
the form of copyleft licence that poses the highest risk
(the GPL) is not used by WANdisco);
›
if there is any question about how appropriate a FOSS licence
is (for example it is unknown whether it is a permissive
or copyleft licence), then it will seek to agree a suitable
method for re-licensing with the licensor or it will seek specific
legal advice;
› when packaging any FOSS, the terms of licence will always
be placed in a licences file or folder contained in the product; and
› WANdisco will use “dynamic” rather than “static” linking to
FOSS code wherever this is possible (and WANdisco confirms
that dynamic linking is currently exclusively used in practice),
the use of which is generally accepted in the market to reduce
the risk of contamination by the FOSS products WANdisco
currently uses.
If WANdisco does not comply with its FOSS policy then the risk
of contamination by FOSS with a copyleft effect is increased. No
instances of such non-compliance have been identified by WANdisco.
Exchange rate risk
Exchange rate fluctuations could have a material adverse effect
on the Group’s profitability or the price competitiveness of its
products and services. There can be no guarantee that the Group
would be able to compensate or hedge against such adverse
effects and therefore negative exchange rate effects could have
a material adverse effect on the Group’s business and prospects,
and its financial performance.
Product risks
The Group’s products and the software on which they are based
are complex and may contain undetected defects when first
introduced and problems may be discovered from time to time
in existing, new or enhanced products. Undetected defects
could damage the Group’s reputation, ultimately leading
to an increase in the Group’s costs or reduction in its revenues.
Security and privacy breaches
The Group’s security and testing measures may not prevent
security breaches that could harm the Group’s or its customers
businesses. For example, a number of the Group’s users provide
the Group with credit card and other confidential information
and authorise the Group to bill their credit card accounts directly
for the Group’s products and services. Typically, the Group relies
on encryption and authentication technology licensed from third
parties to enhance the transmission and storage security
of confidential information.
Advances in computer capabilities, new discoveries in the field
of cryptography, inadequate facility security or other developments
may result in a compromise or breach of the technology used
by the Group to protect customer and proprietary data.
Any compromise of the Group’s security could harm its reputation
or financial condition and, therefore, the business.
In addition, a party who is able to circumvent the Group’s security
measures could, among other effects, misappropriate proprietary
information, cause interruptions in the Group’s operations or
expose customers to computer viruses or other disruptions.
Actual or perceived vulnerabilities may lead to claims against the
Group. While the Group’s customer agreements typically contain
provisions that seek to limit the Group’s liability, there is no
assurance that these provisions will be enforceable and effective
under applicable law.
12 WANdisco plc Annual report and accounts 2012
Risks relating to the Group and its business continued
Reliance on key systems
General risks
Economic conditions and current economic weakness
Any economic downturn either globally or locally in any area in
which the Group operates may have an adverse effect on the
demand for the Group’s products. A more prolonged economic
downturn may lead to an overall decline in the volume of the
Group’s sales, restricting the Group’s ability to realise a profit.
The markets in which the Group offers its services are directly
affected by many national and international factors that are
beyond the Group’s control.
Disclosure of information to auditor
The Directors who held office at the date of approval of this
Directors’ Report confirm that, so far as they are aware, there is
no relevant audit information of which the Company’s auditor is
unaware; and each Director has taken all the steps that he or she
ought to have taken to make himself or herself aware of any
relevant audit information and to establish that the Company’s
auditor is aware of that information.
Auditor
A resolution for the re-appointment of KPMG LLP as auditor
of the Company is to be proposed at the forthcoming
Annual General Meeting.
By order of the Board
Nick Parker
Chief Financial Officer and Company Secretary
25 April 2013
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The Group’s dependency upon technology exposes the Group
to significant risk in the event that such technology or
systems experience any form of damage, interruption or failure.
Any malfunctioning of the Group’s technology and systems, even
for a short period of time, could result in a lack of confidence in
the Group’s services and a possible loss of existing customers to
its competitors, with a consequential material adverse effect
on the Group’s operations and results.
The Group’s systems are vulnerable to damage or interruption
from natural disasters, power loss, telecommunication failures,
terrorist attacks, computer viruses, computer denial of service
attacks and other events. The Group’s systems are also subject
to break-ins, sabotage and international acts of vandalism by
internal employees and contractors as well as third parties. Any
interruption in the availability of the Group website, support site
or telephone systems would create a business interruption
and large volume of customer complaints.
Transfer pricing
There is a risk that amounts paid or received under intra-group
arrangements in the past and/or the future could be deemed
for tax purposes to be lower or higher, as the case may be, or be
disregarded for the purposes of calculating tax, which may
increase the Group’s taxable income or decrease the amount of
relief available to the Group with a consequential negative effect
on its financial and operating results.
Key customer dependency
The Group currently generates a significant proportion of its
revenue from certain customers. In 2012, the Group’s top
20 customers accounted for 56.0% of total revenue. The loss of
all or a substantial proportion of the business provided by one or
more of the Group’s top customers could have a material adverse
effect on the Group’s business.
Regulation risk
Regulation of the internet and e-commerce is rapidly evolving
and there are an increasing number of directly applicable laws
and regulations. It is possible that additional laws and regulations
may be enacted with respect to the internet, covering issues such
as user privacy, law enforcement, pricing, taxation, content
liability, data encryption, copyright protection, and quality
of products and services.
The requirement to comply with and the adoption of such new
or revised regulations, or new or changed interpretations or
enforcement of existing regulations, may have a material adverse
effect on the Group’s business and on the results of its operations.
WANdisco plc Annual report and accounts 2012 13
Remuneration Committee report
As an AIM company, WANdisco plc is required to comply with
Schedule 8 to the Large and Medium-sized Companies and
Groups (Accounts and Report) Regulations 2008. The content
of this report is unaudited unless stated.
Remuneration Committee
The Remuneration Committee comprises the Non-executive
Chairman (Paul Walker), the Independent Non-executive Director
(Ian Duncan) and the Group Chairman and Chief Executive
Officer (David Richards).
The Remuneration Committee reviews the performance of the
Executive Directors and makes recommendations to the Board
on matters relating to remuneration, terms of service, granting
of share options and other equity incentives.
The Remuneration Committee meets at least twice a year.
Remuneration policy
The objectives of the remuneration policy are to ensure that
the overall remuneration of Executive Directors is aligned with
the performance of the Group and preserves an appropriate balance
of income and shareholder value.
Non-executive Directors
Remuneration of the Non-executive Directors is determined by
the Executive Directors. Non-executive Directors are not entitled
to pensions, annual bonuses or employee benefits. They are
entitled to participate in share option arrangements relating to
the Company’s shares but neither of them does at this time. Each
of the Non-executive Directors has a letter of appointment
stating his annual fee and that his appointment is initially for
a term of three years. Their appointment may be terminated with
three months’ written notice at any time.
Directors’ remuneration
The normal remuneration arrangements for Executive Directors
consist of Directors’ fees, basic salary and annual performance-related
bonuses. In addition, they receive private health care and, in the case
of Nick Parker, a pension contribution.
Directors’ emoluments
In the year ended 31 December 2012 the basis of the executive bonus
scheme was as laid out in the Admission document, being based
upon the level of growth in the customer bookings number in 2012
relative to that achieved in 2011. That bonus scheme also included
Executive
David Richards
James Campigli
Nick Parker
Non-Executive
Paul Walker
Ian Duncan
Total
14 WANdisco plc Annual report and accounts 2012
arrangements for the subsequent two years to 31 December 2014.
Following the Admission of the shares to listing on AIM, it was
considered appropriate to review these arrangements and assess the
extent to which they were in line with best practice for the current and
subsequent years. It was agreed by the Remuneration Committee
and the Board as a whole that, while bonuses of up to 150% might
reflect not only the operational performance of the Group during
the period but also the achievement of significant corporate
objectives such as the successful IPO, in terms of operational
parameters a maximum bonus of 100% of base salary seemed more
appropriate. In consequence a new bonus scheme is to be introduced
for the current year. The new bonus scheme will incorporate a target
bonus of 75% of salary with a maximum bonus of 100% of salary. The
level of the bonus will be dependent upon the customer bookings
achieved during the year.
Directors’ interests
Details of the Directors’ shareholdings are included in the Directors’
report on page 10.
Directors’ share options
Aggregate emoluments disclosed above do not include any
amounts for the value of options to acquire ordinary shares in the
Company granted to or held by the Directors. Details of options
for Directors who served during the year are as follows:
Executive
David Richards
James Campigli
Nick Parker
Non-executive
Paul Walker
Ian Duncan
Number of
options at
31 December
2012
—
—
400,000
—
—
Exercise
price
—
—
$0.36
—
—
Paul Ashton Walker
Chairman of the Remuneration Committee
25 April 2013
Salary/fees
$’000
350
300
277
927
42
42
84
Bonus
$’000
500
429
562
1,491
—
—
—
1,011
1,491
Benefits
$’000
49
28
40
117
—
—
—
117
31 December
31 December
2012
Total
$’000
899
757
879
2,535
42
42
84
2011
Total
$’000
229
211
53
493
—
—
—
2,619
493
Corporate governance
2012 FRC UK Corporate Governance Code
Whilst the Company is listed on the AIM, it is not required to adopt
the provisions of the Code on Corporate Governance
(“the Code”). The Board, however, is committed to the
maintenance of high standards of corporate governance
and after due consideration it has adopted many aspects of the
Code as described below.
The Board of Directors and Committees
of the Board of Directors
The Board comprises three Executive and two Non-executive
members as at 25 April 2013. This ensures compliance with the
Code which states that a smaller company should have at least
two independent directors. The Board met regularly throughout
period from 1 June 2012, the date of Admission to AIM, and the
year end, with ad hoc meetings also being held. The role of the
Board is to provide leadership of the Group and to set strategic
aims but within a framework of prudent and effective controls
which enable risk to be managed. The Board has agreed the
Schedule of Matters reserved for its decision which includes
ensuring that the necessary financial and human resources are
in place to meet its obligations to its shareholders and others. It
also approves acquisitions and disposals of businesses, major
capital expenditure, annual financial budgets and recommends
interim and final dividends. It receives recommendations from
the Audit Committee in relation to the appointment of the
auditor, its remuneration and the policy relating to non-audit
services. The Board agrees the framework for Executive Directors’
remuneration with the Remuneration Committee and determines
fees paid to Non-executive Directors. Board papers are circulated
before Board meetings in sufficient time to be meaningful.
The performance of the Board is evaluated on an ongoing basis
informally with reference to all aspects of its operation including,
but not limited to: the appropriateness of its skill level; the way its
meetings are conducted and administered (including the content
of those meetings); the effectiveness of the various Committees;
whether corporate governance issues are handled in a satisfactory
manner; and whether there is a clear strategy and objectives.
A new Director, on appointment, is briefed on the activities of the
Group. Professional induction training is also given as appropriate.
The Chairman briefs Non-executive Directors on issues arising at
Board meetings if required and Non-executive Directors have
access to the Chairman at any time. Ongoing training is provided
as needed. Directors are updated on a frequent and regular basis
on the Group’s business and on issues covering employment,
social, ethical, environmental and health and safety matters
by means of Board presentations.
In the furtherance of his duties or in relation to acts carried out by
the Board or the Company, each Director has been informed that
he is entitled to seek independent professional advice at the expense
of the Company. The Company maintains appropriate cover under
a Directors’ and Officers’ insurance policy in the event of legal action
being taken against any Director.
Each Director is appraised through the normal appraisal process.
The Executive Board members are appraised by both the Chief
Executive and the Senior Independent Director and the
Non-executive Board members by the Chairman. Under
the leadership of the Senior Independent Director, the
Non-executive Board members hold a meeting without the
Chairman being present to appraise the Chairman’s performance.
Each Director has access to the services of the Company
Secretary if required.
The Non-executive Directors are considered by the Board to be
independent of management and are free to exercise
independence of judgement. They have never been employees of
the Company nor do they participate in the Company’s bonus
arrangements. They receive no other remuneration from the
Company other than the Directors’ fees.
It is recognised that the Code does not treat the Chairman as
independent and it is considered best practice that he should not
sit on the Remuneration Committee. The Board, however, takes
the view that as the number of Non-executive Directors is only
two and as the Chairman does not chair the Remuneration
Committee, his participation will continue.
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The table below shows the number of Board meetings and Audit Committee and the Remuneration Committee meetings
held between the date the Company was admitted to AIM on 1 June 2012 and the year end and the attendance of each Director.
Executive Directors
David Richards
James Campigli
Nick Parker
Non-executive Directors
Paul Walker
Ian Duncan
Board meetings
Committee meetings
Audit
Remuneration
Possible
Attended
Possible
Attended
Possible
Attended
3
3
3
3
3
3
3
3
3
3
—
2
—
2
2
—
2
—
2
2
2
—
—
2
2
2
—
—
2
2
WANdisco plc Annual report and accounts 2012 15
Corporate governance
continued
The Audit Committee
The Audit Committee (“the Committee”) is established by and
is responsible to the Board. It has written terms of reference.
Its main responsibilities are:
›
›
›
›
to monitor and be satisfied with the truth and fairness of the
Group’s financial statements before submission to the Board
for approval, ensuring their compliance with the appropriate
accounting standards, the law and the Listing Rules of the
Financial Services Authority;
to monitor and review the effectiveness of the Group’s system
of internal control;
to make recommendations to the Board in relation to the
appointment of the external auditor and its remuneration,
following appointment by the shareholders in general
meeting, and to review and be satisfied with the auditor’s
independence, objectivity and effectiveness on an ongoing
basis; and
to implement the policy relating to any non-audit services
performed by the external auditor.
Ian Duncan is the Chairman of the Committee. The other
members of the Committee are Paul Walker and James Campigli,
both of whom have gained wide experience in regulatory
and risk issues.
The Audit Committee meets with external auditors, without the
Executive Directors being present, at least once a year.
The Committee is authorised by the Board to seek and obtain any
information it requires from any officer or employee of the Group
and to obtain external legal or other independent professional
advice as is deemed necessary by it.
Meetings of the Committee are held at least three times per year
to coincide with the review of the scope of the external audit and
observations arising from their work in relation to internal control
and to review the financial statements. The external auditor is
invited to these meetings and meets with the Audit Committee
at least three times a year. At its meeting, it carries out a full review
of the year-end financial statements and of the audit, using as a
basis the Report to the Audit Committee prepared by the external
auditor and taking into account any significant accounting
policies, any changes to them and any significant estimates or
judgements. Questions are asked of management of any
significant or unusual transactions where the accounting
treatment could be open to different interpretations.
The Committee receives reports from management on the
effectiveness of the system of internal controls. It also receives
from the external auditor a report of matters arising during the
course of the audit which the auditor deems to be of significance
for the Committee’s attention. The statement on internal controls
and the management of risk, which is included in the Annual
Report, is approved by the Committee.
The 1998 Public Interest Disclosure Act (“the Act”) aims to promote
greater openness in the workplace and ensures “whistle blowers” are
protected. The Group voluntarily maintains a policy in accordance
with the Act, which allows employees to raise concerns on a
confidential basis if they have reasonable grounds in believing that
there is serious malpractice within the Group. The policy is designed
to deal with concerns, which must be raised without malice and
in good faith, in relation to specific issues which are in the public
interest and which fall outside the scope of other Group policies and
procedures. There is a specific complaints procedure laid down and
action will be taken in those cases where the complaint is shown to
be justified. The individual making the disclosure will be informed of
what action is to be taken and a formal written record will be kept of
each stage of the procedure. Any issues arising under this policy are
reported to the Audit Committee.
The external auditor is required to give the Committee information
about policies and processes for maintaining its independence
and compliance regarding the rotation of audit partners and staff.
The Committee considers all relationships between the external
auditor and the Company to ensure that they do not compromise
the auditor’s judgement or independence particularly with the
provision of non-audit services.
The Remuneration Committee
The Remuneration Committee is chaired by Paul Walker; the other
members of the Committee are Ian Duncan and David Richards.
The Committee meets at least twice a year with the other Board
members in attendance as appropriate. It has written terms of
reference. The Committee agrees the framework for Executive
Directors’ remuneration with the Board.
16 WANdisco plc Annual report and accounts 2012
Re-election
With the exception of the Annual General Meeting following the
Admission to AIM, Directors are subject to re-election at the Annual
General Meeting following their appointment. In addition, at each
Annual General Meeting one-third (or whole number less than
one-third) of the Directors will retire by rotation.
Shareholder communications
The Chairman and the Chief Financial Officer regularly meet with
institutional shareholders to foster a mutual understanding
of objectives.
The Directors encourage the participation of all shareholders,
including private investors, at the Annual General Meeting and as
a matter of policy the level of proxy votes (for, against and vote
withheld) lodged on each resolution is declared at the meeting.
The Annual Report and Accounts is published on the
Company’s website, www.wandisco.com, and can be accessed
by shareholders.
Internal controls
The Board is responsible for the Group’s system of internal controls
and for reviewing its effectiveness. Such a system is designed to
manage rather than eliminate the risk of failure to achieve business
objectives and can only provide reasonable and not absolute
assurance against material misstatement or loss.
The Group highlights potential financial and non-financial
risks which may impact on the business as part of the quarterly
management reporting procedures. The Board receives
these quarterly management reports and monitors the position
at Board meetings.
The Board confirms that there are ongoing processes for
identifying, evaluating and mitigating the significant risks faced
by the Group. The processes have been in place from the date of
Admission to AIM up to the date of approval of the Annual Report
and Accounts, consistent with the guidance for Directors
on internal control issued by the Turnbull Committee.
The Group’s
procedures include:
internal financial control and monitoring
› clear responsibility on the part of line and financial
management for the maintenance of good financial controls
and the production of accurate and timely financial
management information;
›
the control of key financial risks through appropriate
authorisation levels and segregation of accounting duties;
› detailed monthly budgeting and reporting of trading results,
balance sheets and cash flows, with regular review
by management of variances from budget;
›
›
reporting on any non-compliance with internal financial
controls and procedures; and
review of reports issued by the external auditor.
The Audit Committee on behalf of the Board reviews reports
from the external auditor together with management’s response
regarding proposed actions. In this manner they have reviewed
the effectiveness of the system of internal controls for the period
covered by the accounts.
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WANdisco plc Annual report and accounts 2012 17
Statement of Directors’ responsibilities
in respect of the Annual Report and the financial statements
The Directors are responsible for keeping proper accounting
records that disclose with reasonable accuracy at any time the
financial position of the Company and enable them to ensure
that the financial statements comply with the Companies (Jersey)
Law 1991. They are also responsible for safeguarding the assets
of the Company and hence for taking reasonable steps for
the prevention and detection of fraud and other irregularities.
The Directors are responsible for preparing the financial
statements in accordance with applicable law and International
Financial Reporting Standards.
Company law requires the Directors to prepare financial
statements for each financial year which give a true and fair view
of the state of affairs of the Company and of the profit or loss of
the Company for that period. In preparing these financial
statements, the Directors are required to:
select suitable accounting policies and apply them consistently;
›
› make judgements and estimates which are reasonable
and prudent;
›
state whether applicable accounting standards have been
followed, subject to any material departures disclosed
and explained in the financial statements; and
› prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the company
will continue in business.
18 WANdisco plc Annual report and accounts 2012
Independent auditor’s report
to the members of WANdisco plc
We have audited the Group financial statements of WANdisco plc
for the year ended 31 December 2012 which comprise the
Consolidated Statement of Comprehensive Income, the
Consolidated Statement of Financial Position, the Consolidated
Cash Flow Statement, the Consolidated Statement of Changes in
Equity and the related notes. The financial reporting framework
that has been applied in their preparation is applicable law and
International Financial Reporting Standards as adopted by the EU.
This report is made solely to the Company’s members, as a body,
in accordance with Article 113A of the Companies (Jersey) Law
1991. Our audit work has been undertaken so that we might state
to the Company’s members those matters we are required to
state to them in an auditor’s report and for no other purpose. To
the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the Company and the
Company’s members as a body, for our audit work, for this report,
or for the opinions we have formed.
Respective responsibilities of Directors and auditors
As explained more fully in the Statement of Directors’
Responsibilities set out on page 18, the Directors are responsible
for the preparation of financial statements which 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 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. 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, in accordance with International
Financial Reporting Standards as adopted by the EU of the
state of the Group’s affairs as at 31 December 2012 and of the
Group’s loss for the year then ended; and
› have been properly prepared in accordance with the
Companies (Jersey) Law 1991.
Other matter – prior period financial statements
In forming our opinion on the financial statements, which is not
modified we note that the prior period consolidated financial
statements were not audited. Consequently, International
Standards on Auditing (UK and Ireland) require the auditor to state
that the corresponding figures contained within these
consolidated financial statements are unaudited.
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters
where the Companies (Jersey) Law 1991 requires us to report to
you if, in our opinion:
› proper accounting records have not been kept by the
Company; or
› proper returns adequate for our audit have not been received
from branches not visited by us; or
›
the Company financial statements are not in agreement with
the accounting records and returns; or
› we have not received all the information and explanations we
require for our audit.
Johnathan Pass
for and on behalf of KPMG LLP
Chartered Accountants
25 April 2013
Notes
›
The maintenance and integrity of the WANdisco.com website is the responsibility of
the Directors; the work carried out by auditors does not involve consideration of these
matters and accordingly, KPMG LLP accepts no responsibility for any changes that may
have occurred to the financial statements or our audit report since 25 April 2013. KPMG
LLP has carried out no procedures of any nature subsequent to 25 April 2013 which in
any way extends this date.
›
Legislation in Jersey governing the preparation and dissemination of financial
statements may differ from legislation in other jurisdictions. The Directors shall remain
responsible for establishing and controlling the process for doing so, and for ensuring
that the financial statements are complete and unaltered in any way.
WANdisco plc Annual report and accounts 2012 19
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Consolidated statement of comprehensive income
for the year ended 31 December 2012
Year ended 31 December 2012
Year ended 31 December 2011
Revenue
Cost of sales
Gross profit
Operating expenses
Loss from operations
Finance (expense)/income
Loss before tax
Taxation
Loss for the year
Other comprehensive income
Foreign currency translation
differences – foreign operations
Other comprehensive income
for the period net of tax
Total comprehensive income
for the period
Loss per share
Basic and diluted
Pre-
exceptional
$’000
Exceptional
items
$’000
Notes
6, 8
8, 9
11
6,031
(497)
5,534
(11,419)
(5,885)
(216)
(6,101)
—
(6,101)
16
—
Total
$’000
6,031
(497)
5,534
(14,075)
(8,541)
560
(7,981)
—
(7,981)
—
—
—
(2,656)
(2,656)
776
(1,880)
—
(1,880)
—
—
16
—
Pre-
exceptional
$’000
Exceptional
items
$’000
3,878
(303)
3,575
(4,524)
(949)
(75)
(1,024)
25
(999)
(7)
—
—
(95)
(95)
(110)
(205)
—
(205)
—
(205)
—
—
Total
$’000
3,878
(398)
3,480
(4,634)
(1,154)
(75)
(1,229)
25
(1,204)
(7)
—
(6,085)
(1,880)
(7,965)
(1,006)
(205)
(1,211)
12
$0.49
$0.26
20 WANdisco plc Annual report and accounts 2012
Consolidated statement of financial position
as at 31 December 2012
Assets
Intangible assets
Property, plant and equipment
Total non-current assets
Trade and other receivables
Cash and cash equivalents
Total current assets
Total assets
Liabilities
Loans and borrowings
Trade and other payables
Deferred income
Deferred government grant
Provisions
Total current liabilities
Loans and borrowings
Deferred tax
Non-current liabilities
Total liabilities
Net assets/(liabilities)
Equity
Share capital
Share premium
Translation reserve
Merger reserve
Retained earnings
Total equity/(deficit)
Notes
13
14
16
18
19
17
17
20
19
11
22
22
22
22
22
2012
$’000
5,541
129
5,670
2,486
14,545
17,031
22,701
—
(3,665)
(6,368)
(36)
(393)
2011
$’000
1,343
43
1,386
1,188
74
1,262
2,648
(705)
(2,566)
(4,466)
—
(414)
(10,462)
(8,151)
—
(5)
(5)
(10,467)
12,234
3,388
23,332
6
1,247
(15,739)
12,234
(65)
(5)
(70)
(8,221)
(5,573)
448
—
(10)
—
(6,011)
(5,573)
The financial statements on pages 20 to 43 were approved by the Board of Directors on 25 April 2013 and signed on its behalf by:
David Richards
Chief Executive Officer
Nick Parker
Chief Financial Officer
Company registered number 110497
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WANdisco plc Annual report and accounts 2012 21
Consolidated statement of changes in equity
for the year ended 31 December 2012
Share
premium
$’000
Translation
reserve
$’000
Merger
reserve
$’000
Share
capital
$’000
448
—
—
—
—
—
—
—
—
—
448
448
—
—
—
2,761
(1,247)
1,289
—
54
83
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
21,908
(1,946)
95
3,275
—
2,940
3,388
23,332
23,332
Retained
earnings
$’000
(5,054)
Total
$’000
(4,609)
(1,204)
(1,204)
—
(7)
(1,204)
(1,211)
—
174
—
—
73
247
(6,011)
(6,011)
—
174
—
—
73
247
(5,573)
(5,573)
(7,981)
—
(7,981)
16
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(7,981)
(7,965)
—
1,247
—
—
—
—
—
—
—
—
—
—
(2,560)
813
2,761
—
23,197
(1,946)
149
798
813
1,247
1,247
(1,747)
25,772
(15,739)
12,234
(3)
—
(7)
(7)
—
—
—
—
—
—
(10)
(10)
—
16
16
—
—
—
—
—
—
—
—
6
Balance at 1 January 2011
Total comprehensive
income for the period
Loss for the year
Foreign currency
translation differences
Total comprehensive
income for the period
Transactions with owners
recorded directly in equity
Issue of shares
Waiver of loan from shareholders
Shares issued in exchange for
WANdisco, Inc. shares
Share issue costs
Share-based payments charge
Total contributions by and
distributions to owners
Balance at 31 December 2011
Balance at 1 January 2012
Total comprehensive
income for the period
Loss for the year
Other comprehensive income
Total comprehensive
income for the period
Transactions with owners
recorded directly in equity
Issue of shares by WANdisco Inc.
Shares issued by WANdisco plc in
exchange for WANdisco Inc. shares
Shares issued by WANdisco plc
Share issue costs
Shares allotted under
share option scheme
Shares issued as part
of AltoStor acquisition
Share-based payments charge
Total contributions by and
distributions to owners
Balance at 31 December 2012
22 WANdisco plc Annual report and accounts 2012
Consolidated statement of cash flows
for the year ended 31 December 2012
Cash flows from operating activities
Loss before taxation
Adjustments for:
Depreciation
Amortisation of intangibles
Finance costs
Foreign exchange
Change in trade and other receivables
Change in trade and other payables
Change in deferred income
Grant income received
Grant income released
Change in provisions
Share-based payment charge
Interest paid
Net cash (used in)/generated from operating activities
Cash flows from investing activities
Purchase of property, plant and equipment
Purchase of intangible assets
Acquisition of subsidiary
Development expenditure in respect of intangible assets
Net cash used in investing activities
Cash flow from financing activities
Net proceeds from share issue
Proceeds from loans
Repayment of borrowings
Net cash generated from financing activities
Net increase/(decrease) in cash and cash equivalents
Effect of exchange rate fluctuations on cash and cash equivalents
Cash and cash equivalents at the start of the period
Cash and cash equivalents at the end of the period
Notes
2012
$’000
2011
$’000
(7,981)
(1,229)
52
2,017
216
(776)
(1,394)
1,093
1,902
139
(105)
(21)
813
(101)
(4,146)
(138)
(1,000)
(1,500)
(2,912)
(5,550)
24,161
—
(770)
23,391
13,695
776
74
14,545
46
980
75
(6)
(959)
1,007
740
—
—
246
73
(75)
898
(7)
—
—
(1,207)
(1,214)
362
(51)
311
(5)
—
79
74
27
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WANdisco plc Annual report and accounts 2012 23
Notes to the consolidated financial statements
1. Reporting entity
WANdisco plc is a public limited company incorporated and domiciled in Jersey. The Company’s ordinary shares are traded on AIM.
The consolidated financial statements of the Company for the year ended 31 December 2012 comprise the Company and its
subsidiaries (together referred to as “the Group”).
2. Basis of preparation
(a) Statement of compliance
The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRSs) as endorsed by
the EU, IFRIC Interpretations, and under the historical cost accounting convention, and with those parts of Jersey Law (1991) applicable
to companies under IFRS.
WANdisco plc was incorporated on 16 April 2012. On 16 May 2012 WANdisco plc acquired WANdisco, Inc. The acquisition of
WANdisco, Inc. by WANdisco plc has been accounted for as a reverse acquisition and the consolidated IFRS financial information is
therefore a continuation of the financial information of the WANdisco business, which was previously wholly owned by the WANdisco,
Inc. group. On 18 May 2012 WANdisco plc acquired the whole of the issued share capital of WANdisco International Limited from
WANdisco, Inc.
Unaudited comparative financial information
The 2011 comparative information represents the consolidated results of the former WANdisco Inc. group consisting of WANdisco Inc.
and WANdisco International Limited, prior to the acquisition of WANdisco Inc. by WANdisco plc. KPMG LLP has not issued a statutory
audit opinion on this comparative information as there was previously no requirement for an audit.
Under article 105(11) of the Companies (Jersey) Law 1991, a parent company preparing consolidated financial statements need not
present solus (parent company only) financial information, unless required to do so by an ordinary resolution of the company’s members.
(b) Going concern
As at 31 December 2012 the Group had net assets of $12,234,000 (31 December 2011: net liabilities of $5,573,000) as set out in the
Consolidated Statement of Financial Position on page 21. Following the admission of the Ordinary Shares to trading on AIM, WANdisco
plc has considerable financial resources. The Directors have prepared detailed forecasts of the Group’s performance over the coming
years. As a consequence, the Directors believe that WANdisco plc and the Group are well placed to manage its business risks
successfully despite the current uncertain economic outlook. After making enquiries the Directors have a reasonable expectation
that WANdisco plc and the Group have sufficient working capital available for its present requirements, that is for the next twelve
months from the date of this report. Accordingly, they continue to adopt the going concern basis in preparing the Group financial statements.
(c) Functional and presentational currency
The consolidated financial statements are presented in US dollars, which is also the presentational currency of the Group. Billings to the
Group’s customers during the year were all in US dollars by WANdisco, Inc. with certain costs being incurred by WANdisco International
Limited in sterling. All financial information has been rounded to the nearest thousand US dollars unless otherwise stated.
(d) Use of estimates and judgements
The preparation of financial information in conformity with adopted IFRSs requires management to make judgements, estimates and
assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses.
Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the
period in which the estimates are revised and in any future periods affected.
The accounting policy descriptions set out the areas where judgement needs to be exercised, the most significant of which are
revenue recognition, research and development and intangible assets.
‘Information about significant areas of estimation uncertainty in applying accounting policies that have the most significant effect
on the amounts recognised in the consolidated financial information is included in the following Notes:
› Note 13 – valuation of intangible assets
› Note 20 – provisions
› Note 23 – valuation of share-based payments
24 WANdisco plc Annual report and accounts 2012
3. Significant accounting policies
The accounting policies set out below have been applied consistently to all periods presented in these consolidated financial statements.
(a) Basis of consolidation
The Group financial statements consolidate those of the company and its subsidiary undertakings. Subsidiaries are entities controlled
by the Group. Control exists when the Group has the power, directly or indirectly, to govern the financial and operating policies of
an entity so as to obtain benefits from its activities. In assessing control, potential voting rights that are currently exercisable or
convertible are taken into account. The financial information of subsidiaries is included from the date that control commences until
the date that control ceases.
Intra-group balances and transactions, and any unrealised income and expenses arising from intra-group transactions, are eliminated
in preparing the consolidated financial information.
Business combinations
All business combinations are accounted for by applying the acquisition method. Business combinations are accounted for using
the acquisition method as at the acquisition date, which is the date on which control is transferred to the Group.
Acquisitions on or after 1 January 2009
For acquisitions on or after 1 January 2009, the Group measures goodwill at the acquisition date as:
›
›
›
›
the fair value of the consideration transferred; plus
the recognised amount of any non-controlling interests in the acquiree; plus
the fair value of the existing equity interest in the acquiree; less
the net recognised amount (generally fair value) of the identifiable assets acquired and liabilities assumed.
When the excess is negative, the negative goodwill is recognised immediately in profit or loss.
Costs related to the acquisition, other than those associated with the issue of debt or equity securities, are expensed as incurred.
(b) Foreign currency
(i) Foreign currency transactions
Transactions in foreign currencies are translated to the respective functional currencies of Group entities at the foreign exchange
rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date
are retranslated to the functional currency at the foreign exchange rate ruling at that date. Foreign exchange differences arising on
translation are recognised in the income statement. Non-monetary assets and liabilities that are measured in terms of historical cost
in a foreign currency are translated using the exchange rate at the date of the transaction. Non-monetary assets and liabilities
denominated in foreign currencies that are stated at fair value are retranslated to the functional currency at foreign exchange rates
ruling at the dates the fair value was determined.
(ii) Foreign operations
The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on consolidation, are translated
to the Group’s presentational currency, US dollars, at foreign exchange rates ruling at the balance sheet date. The revenues and
expenses of foreign operations are translated at an average rate for the year, where this rate approximates to the foreign exchange
rates ruling at the dates of the transactions.
Exchange differences arising from this translation of foreign operations are reported as an item of other comprehensive income and
accumulated in the translation reserve or non-controlling interest, as the case may be.
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Notes to the consolidated financial statements
continued
3. Significant accounting policies continued
(c) Financial instruments
(i) Non-derivative financial instruments
Non-derivative financial instruments comprise trade and other receivables, cash and cash equivalents, loans and borrowings, and
trade and other payables.
Trade and other receivables
Trade and other receivables are recognised initially at fair value. Subsequent to initial recognition they are measured at amortised cost
using the effective interest method, less any impairment losses.
Trade and other payables
Trade and other payables are recognised initially at fair value. Subsequent to initial recognition they are measured at amortised cost
using the effective interest method.
Cash and cash equivalents
Cash and cash equivalents comprise cash balances and call deposits. Bank overdrafts that are repayable on demand and form
an integral part of the Group’s cash management are included as a component of cash and cash equivalents.
Interest-bearing borrowings
Interest-bearing borrowings are recognised initially at fair value less attributable transaction costs. Subsequent to initial recognition,
interest-bearing borrowings are stated at amortised cost using the effective interest method, less any impairment losses.
(ii) Classification of financial instruments issued by the Group
Following the adoption of IAS 32, financial instruments issued by the Group are treated as equity only to the extent that they meet
the following two conditions:
(a) they include no contractual obligations upon the Group to deliver cash or other financial assets or to exchange financial assets
or financial liabilities with another party under conditions that are potentially unfavourable to the Group; and
(b) where the instrument will or may be settled in the Group’s own equity instruments, it is either a non-derivative that includes no
obligation to deliver a variable number of the Company’s own equity instruments or is a derivative that will be settled by the
Company’s exchanging a fixed amount of cash or other financial assets for a fixed number of its own equity instruments.
To the extent that this definition is not met, the proceeds of issue are classified as a financial liability. Where the instrument so classified
takes the legal form of the Company’s own shares, the amounts presented in these financial statements for called up share capital
and share premium account exclude amounts in relation to those shares.
(d) Property, plant and equipment
(i) Recognition and measurement
Items of property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment losses.
The cost of property, plant and equipment at 1 January 2009, the Group’s date of transition to IFRS, was determined by reference to
its carrying value under UK and US Generally Accepted Accounting Principles.
(ii) Depreciation
Depreciation is recognised in profit or loss on a straight-line basis over the estimated useful lives of each part of an item of property,
plant and equipment.
The estimated useful lives for the current and comparative periods are as follows:
› computer equipment
› fixtures and fittings
›
leasehold improvements – 3 years
– 3 years
– 3 years
Depreciation methods, useful lives and residual values are reviewed at each reporting date.
(e) Intangible assets and goodwill
(i) Goodwill
Goodwill is stated at cost less any accumulated impairment losses. Goodwill is allocated to cash-generating units and is not amortised
but is tested annually for impairment.
26 WANdisco plc Annual report and accounts 2012
3. Significant accounting policies continued
(e) Intangible assets and goodwill continued
(ii) Research and development
Expenditure on research activities, undertaken with the prospect of gaining new technical knowledge and understanding, is
recognised in profit or loss when incurred.
Development activities relate to software development and involve a plan or design for the production of new or substantially
improved products and processes. Development expenditure is capitalised only if development costs can be measured reliably, the
product or process is technically and commercially feasible, future economic benefits are probable, and the Group intends to, and
has sufficient resources to, complete development and to use or sell the asset.
The expenditure capitalised includes direct labour and overhead costs that are directly attributable to preparing the asset for its
intended use.
Capitalised development expenditure is measured at cost less accumulated amortisation and accumulated impairment losses.
(iii) Amortisation
Amortisation of capitalised research and development costs is recognised in profit or loss on a straight-line basis over the estimated
useful life of two years.
Intangibles in relation to acquired software are amortised over an estimated useful life of two years.
Amortisation of the intangible asset recognised on the acquisition of AltoStor is recognised in profit or loss on a straight-line basis
over the estimated useful life of three years.
(f) Impairment (excluding deferred tax assets)
Financial assets (including receivables)
A financial asset not carried at fair value through profit or loss is assessed at each reporting date to determine whether there is
objective evidence that it is impaired. A financial asset is impaired if objective evidence indicates that a loss event has occurred after
the initial recognition of the asset and that the loss event had a negative effect on the estimated future cash flows of that asset that
can be estimated reliably.
An impairment loss in respect of a financial asset measured at amortised cost is calculated as the difference between its carrying
amount and the present value of the estimated future cash flows discounted at the asset’s original effective interest rate. Interest on
the impaired asset continues to be recognised through the unwinding of the discount. When a subsequent event causes the amount
of impairment loss to decrease, the decrease in impairment loss is reversed through profit or loss.
Non-financial assets
The carrying amounts of the Group’s non-financial assets are reviewed at each reporting date to determine whether there is
any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated. For goodwill, and
intangible assets that have indefinite useful lives or that are not yet available for use, the recoverable amount is estimated each year
at the same time.
The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value less costs to sell. In
assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects
current market assessments of the time value of money and the risks specific to the asset. For the purpose of impairment testing,
assets that cannot be tested individually are grouped together into the smallest group of assets that generates cash inflows from
continuing use that are largely independent of the cash inflows of other assets or groups of assets (the “cash-generating unit”). The
goodwill acquired in a business combination, for the purpose of impairment testing, is allocated to cash-generating units (CGUs).
Subject to an operating segment ceiling test, for the purposes of goodwill impairment testing, CGUs to which goodwill has been
allocated are aggregated so that the level at which impairment is tested reflects the lowest level at which goodwill is monitored for
internal reporting purposes. Goodwill acquired in a business combination is allocated to groups of CGUs that are expected to benefit
from the synergies of the combination.
An impairment loss is recognised if the carrying amount of an asset or its CGU exceeds its estimated recoverable amount. Impairment
losses are recognised in profit or loss. Impairment losses recognised in respect of CGUs are allocated first to reduce the carrying
amount of any goodwill allocated to the units and then to reduce the carrying amounts of the other assets in the unit (group of units)
on a pro rata basis.
An impairment loss in respect of goodwill is not reversed. In respect of other assets, impairment losses recognised in prior periods
are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed
if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the
extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation
or amortisation, if no impairment loss had been recognised.
WANdisco plc Annual report and accounts 2012 27
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Notes to the consolidated financial statements
continued
3. Significant accounting policies continued
(g) Employee benefits
(i) Pension plans
There are no Group pension schemes to which the Group entities contribute or have any liabilities.
The Group is not obliged to make any contributions to the UK stakeholder scheme and it currently has no members.
(ii) Termination benefits
Termination benefits are recognised as an expense when the Group is demonstrably committed, without realistic possibility
of withdrawal, to a formal detailed plan to either terminate employment before the normal retirement date or to provide termination
benefits as a result of an offer made to encourage voluntary redundancy.
(iii) Short-term benefits
Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is provided.
A liability is recognised for the amount expected to be paid under short-term cash bonus or commission plans where the Group has
a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation
can be estimated reliably.
(iv) Share-based payment transactions
The grant date fair value of share-based payment awards granted to employees is recognised as an employee expense, with
a corresponding increase in equity, over the period that the employees unconditionally become entitled to the awards. The amount
recognised as an expense is adjusted to reflect the number of awards for which the related service and non-market vesting conditions
are expected to be met, such that the amount ultimately recognised as an expense is based on the number of awards that do meet
the related service and non-market performance conditions at the vesting date. For share-based payment awards with non-vesting
conditions, the grant date fair value of the share-based payment is measured to reflect such conditions and there is no true-up for
differences between expected and actual outcomes.
Share-based payment arrangements in which the Group receives goods or services as consideration for its own equity instruments are
accounted for as equity-settled share-based payment transactions, regardless of how the equity instruments are obtained by the Group.
No cash settled share-based payment awards have been granted to employees.
(h) Revenue recognition
(i) Software licences
Sales of software licences are recognised once the licence has been granted and the customer has been provided with access to
the software. Revenue derived from sales of licences is spread over the period of the licence. Where licences are perpetual, revenue
is recognised in full once the agreement is in place.
(ii) Support subscriptions
Sales of support subscriptions are recognised on a straight-line basis over the period of the contract.
(iii) Maintenance, training and other services
Sales of maintenance, training and other services are recognised on a straight-line basis over the period of the contract.
(iv) Customer bookings
Customer bookings are the amounts invoiced to customers for software licences, subscriptions and services, net of discounts and
sales taxes.
The operating cycle of the business is up to 36 months.
(i) Operating lease payments
Payments made under operating leases are recognised in profit or loss on a straight-line basis over the term of the lease.
(j) Finance income and expenses
Finance expenses comprise interest expense on borrowings and the use of debt factoring facilities.
(k) Taxation
Income tax expense comprises current and deferred tax. Income tax expense is recognised in profit or loss except to the extent that
it relates to items recognised directly in equity, in which case it is recognised in equity.
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the
reporting date, and any adjustment to tax payable in respect of previous years.
28 WANdisco plc Annual report and accounts 2012
3. Significant accounting policies continued
(k) Taxation continued
Deferred tax is recognised using the statement of financial position method, providing for temporary differences between the carrying
amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not
recognised in respect of temporary differences, relating to investments in subsidiaries to the extent that it is probable that they will
not reverse in the foreseeable future. Deferred tax is measured at the tax rates that are expected to be applied to temporary differences
when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date.
A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be available against which the
temporary difference can be utilised. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is
no longer probable that the related tax benefit will be realised.
(l) Government grants
Government grants are recognised where there is reasonable assurance that the grant will be received and all attaching conditions
will be complied with.
When the grant relates to an expense item, it is recognised as income over the period necessary to match the grant on a systematic
basis to the costs that it is intended to compensate. Where the grant relates to an asset , the fair value is credited to a deferred income
account and is released to the statement of comprehensive income over the expected useful life of the assets.
(m) Segmental reporting
The Directors consider there to be one operating segment, being that of development and sale of licences for software and
related maintenance.
The Group has adopted IFRS 8 “Operating Segments” from the date of transition to IFRS. IFRS 8 requires the Group to determine and
present its operating segments based on information which is provided internally to the chief operating decision maker (“the CODM”).
The CODM, who is responsible for allocating resources and assessing the performance of the operating segment, has been identified
as the Chief Executive Officer.
(n) Provisions
Provisions are created where the Group has a present legal or constructive obligation as a result of a past event, where it is probable
it will result in an outflow from the Group.
(o) Cost of sales
Cost of sales includes commissions earned on sales and direct costs relating to software supply.
(p) Exceptional items
Exceptional items comprise items of income and expense that are material in amount and unlikely to recur and which merit separate
disclosure in order to provide an understanding of the Group’s underlying financial performance.
(q) New accounting standards and amendments
(i) New and amended standards adopted by the Group
There are no new IFRSs or IFRIC interpretations that are effective for the first time for the financial year beginning on or after 1 January 2012
that would be expected to have a material impact on the Group.
(ii) New standards, amendments and interpretations issued but not effective for the financial year beginning 1 January 2012
and not early adopted
IAS 1 “Presentation of Items of Other Comprehensive Income” requires an entity to present the items of other comprehensive income
that may be recycled to profit or loss in the future if certain conditions are met, separately from those that would never be recycled
to profit or loss. The Group is yet to assess IAS 1’s full impact and intends to adopt IAS 1 no later than the accounting period beginning
on or after 1 July 2012, subject to endorsement by the EU.
IAS 19 “Employee Benefits” was amended in June 2011. The amendment does not impact the Group.
IFRS 10 “Consolidated Financial Statements” builds on existing principles by identifying the concept of control as the determining
factor in whether an entity should be included within the consolidated financial statements of the parent company. The Group is yet
to assess IFRS 10’s full impact and intends to adopt IFRS 10 no later than the accounting period beginning on or after 1 January 2014,
subject to endorsement by the EU.
IFRS 13 “Fair Value Measurement”. This is a new standard to replace existing guidance on fair value measurement in different IFRSs.
This will be adopted by the Group from 1 January 2013.
IAS 32 “Offsetting Financial Assets and Financial Liabilities”. This will be adopted by the Group from 1 January 2014.
WANdisco plc Annual report and accounts 2012 29
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Notes to the consolidated financial statements
continued
4. Determination of fair values
A number of the Group’s accounting policies and disclosures require the determination of fair value, for both financial and non-financial assets
and liabilities. Fair values have been determined for measurement and/or disclosure purposes based on the following methods. When
applicable, further information about the assumptions made in determining fair values is disclosed in the notes specific to that asset or liability.
(a) Intangible assets
Whilst development costs are valued at cost less amortisation, their carrying values are assessed to ensure that they do not exceed
the recoverable amount at the end of each reporting period. The recoverable amount of other intangible assets is based on the
discounted cash flows expected to be derived from the use and eventual sale of products developed.
(b) Trade and other receivables
The fair value of short-term trade and other receivables is deemed to be its book value less any impairment provision. The effect of
discounting is considered to be immaterial.
(c) Non-derivative financial liabilities
Fair value, which is determined for disclosure purposes, is calculated based on the present value of future principal and interest cash
flows, discounted at the market rate of interest at the reporting date.
5. Segmental analysis
Operating segments
The Directors consider there to be one operating segment, being that of development and sale of licences for software and related maintenance.
Geographical segments
The Group recognises revenue in three geographical regions based on the location of customers, as set out in the following table:
North America
Europe
Rest of the world
Total
2012
$’000
5,257
589
185
6,031
2011
$’000
3,028
662
188
3,878
Management makes no allocation of costs, assets or liabilities between these segments since all trading activities are operated as a
single business unit.
The Group has two customers representing individually over 10% each and in aggregate over 28% of revenue at $1,741,243.
6. Operating expenses
Loss for the year has been arrived at after charging:
Staff costs (see Note 10)
Research and development – amortisation charge
Amortisation of intangibles
Depreciation of fixed assets
Auditor’s remuneration (see Note 7)
2012
$’000
5,911
1,801
216
52
1,178
Reconciliation of operating loss to earnings before interest, taxation, depreciation and amortisation (EBITDA)
Operating loss
Adjusted for:
Amortisation and depreciation
Exceptional items within operating expenses
EBITDA before exceptional items
Adjusted for share-based payments
Adjusted EBITDA before exceptional items
30 WANdisco plc Annual report and accounts 2012
2012
$’000
(8,541)
2,070
2,656
(3,815)
813
(3,002)
2011
$’000
2,317
980
—
46
—
2011
$’000
(1,154)
1,026
205
77
73
150
7. Auditor’s remuneration
Audit of these financial statements
Amounts receivable by auditor in respect of:
Audit of financial statements of subsidiaries pursuant to legislation
Other services related to taxation
Advisory work in respect of AIM listing
Other services pursuant to legislation
2012
$’000
79
16
41
1,020
22
1,178
2011
$’000
—
—
—
—
—
—
In accordance with the relevant prevailing legislation, none of the Group entities were required to have an audit of their financial
statements for the year ended 31 December 2011.
$1,089,000 of the auditor’s remuneration is included with the exceptional cost line (see note 8).
8. Exceptional items
Exceptional items comprise the following:
Expenses related to Admission to AIM
Penalties levied by US state and federal tax authorities
Provision for claims by former employees
Redundancy costs
Currency exchange gain
Amounts waived by supplier
2012
$’000
2,656
—
—
—
(776)
—
1,880
2011
$’000
—
151
95
24
—
(65)
205
The Group incurred one-off legal and professional fees in the year ended 31 December 2012 in relation to the placing of Ordinary
Shares and Admission to AIM.
Penalties levied by US state and federal tax authorities relate to charges for late payment of payroll taxes.
Redundancy costs relate to certain specific organisational change activities in both the UK and the US.
The exchange gain is a result of the fact the majority of the Group cash balance is held in sterling denominated accounts.
Following a dispute with a supplier it was agreed that all monies due to them would be waived.
9. Net finance costs (pre-exceptionals)
Interest receivable – bank
Interest receivable – promissory notes (see Note 26)
Exchange losses
Interest payable on bank borrowings
Charges on debt factoring
2012
$’000
(79)
(1)
215
44
37
216
2011
$’000
—
—
—
44
31
75
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WANdisco plc Annual report and accounts 2012 31
Notes to the consolidated financial statements
continued
10. Staff numbers and costs
Wages and salaries
Social security costs
Other pension costs
Share-based payments (see Note 23)
Less capitalised costs
Total staff costs
2012
$’000
6,888
647
145
813
(2,582)
5,911
2011
$’000
2,913
298
100
73
(1,067)
2,317
The average number of persons employed by the Group (including Directors), analysed by category, was as follows:
Software development
Selling and distribution
Administration
Total number of employees
Remuneration of key management personnel
Short-term employee benefits of key management personnel
2012
Number
2011
Number
41
18
8
67
2012
Total
$’000
3,298
24
12
4
40
2011
Total
$’000
1,141
There were no other long-term benefits, post-employment benefits or termination benefits in the year ended 31 December 2012
(2011: $nil).
In addition to the above a share-based payment charge of $441,380, in relation to share options granted to key management
personnel, was incurred in the year ended 31 December 2012 (2011: $33,371).
Further details on the remuneration, share options and pension entitlement of the Directors is included in the Remuneration Report
on page 14.
11. Taxation
Current tax expense
Current year
Adjustment for prior years
Deferred tax expense
Origination and reversal of timing differences
Impact of changes in tax rates
Adjustment in respect of prior years
Total tax credit
Reconciliation of effective tax rate
Loss before taxation
Expected tax credit based on the Group’s domestic tax rate of 40%
Effects of:
Non-deductible expenses
Tax rates in foreign jurisdictions
R&D tax credits
Losses not recognised for current or deferred tax
Taxation credit for the year
2012
%
40%
(16.6%)
(0.1%)
2.9%
(26.1%)
—
2012
$’000
7,981
3,192
(1,327)
(11)
229
(2,083)
—
32 WANdisco plc Annual report and accounts 2012
2012
$’000
2011
$’000
—
—
—
—
—
—
—
2011
%
40%
(30.3%)
1.8%
2.0%
(11.5%)
2.0%
25
—
—
—
—
—
25
2011
$’000
1,229
492
(372)
22
24
(141)
25
11. Taxation continued
Factors affecting the current and future tax charges
The 2012 Budget on 21 March 2012 announced that the UK corporation tax rate will reduce to 22% by 2014.
Reductions in the rate from 26% to 24% (effective from 1 April 2012) and 23% (effective from 1 April 2013) were substantially enacted
on 26 March 2012 and 3 July 2012 respectively.
This will reduce the Group’s future current tax charge accordingly. The deferred taxation liability for UK tax resident members of the
Group at 31 December 2012 has been calculated based on the rate of 23% substantively enacted at the balance sheet date.
It has not yet been possible to quantify the full anticipated effect of the announced further 1% rate reduction, although this will further
reduce the Group’s future current tax charge and reduce the Group’s deferred taxation liability accordingly.
Deferred tax assets and liabilities
Deferred tax liabilities are attributable to the following temporary differences in respect of property, plant and equipment:
Deferred tax liability at 1 January
Recognised in profit or loss
Deferred tax liabilities at 31 December
2012
$’000
(5)
—
(5)
2011
$’000
(5)
—
(5)
The Group has unrecognised deferred tax assets of $1,505,000 (2011: $681,000) in respect of tax losses arising in the Group.
The Directors consider that there is not sufficient certainty over the availability of future taxable profits against which these losses
may be offset and no asset has therefore been recognised.
12. Loss per share
Basic loss per share
Basic loss per share is calculated based on the loss attributable to Ordinary Shareholders and a weighted average number of Ordinary
Shares outstanding:
Loss for the year attributable to Ordinary Shareholders
Weighted average number of Ordinary Shares
At start of year
Effect of shares issued in the year
Weighted average number of Ordinary Shares during the year
Basic loss per share
Adjusted loss per share
2012
$’000
7,981
2012
‘000s
of shares
4,549
11,831
16,380
$
0.49
2011
$’000
1,204
2011
‘000s
of shares
4,541
8
4,549
$
0.26
Adjusted loss per share is based on the result attributable to Ordinary Shareholders before exceptional items and the cost of share-based
payments, and the weighted average number of Ordinary Shares outstanding:
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Loss for the year attributable to Ordinary Shareholders
Add back:
Exceptional items
Share-based payments
Adjusted basic loss
Adjusted loss per share
2012
$’000
7,981
(1,880)
(813)
5,288
$
0.33
s
t
a
t
e
m
e
n
t
s
2011
$’000
1,204
(205)
(73)
926
$
0.20
WANdisco plc Annual report and accounts 2012 33
Notes to the consolidated financial statements
continued
12. Loss per share continued
Diluted loss per share
Due to the Group having losses in each of the periods, the fully diluted loss per share for disclosure purposes, as shown in the
Consolidated Statement of Comprehensive Income, is the same as for the basic loss per share.
Other
intangible
$'000
Development
costs
$’000
Software
$’000
Total
$’000
—
—
—
—
—
—
—
2,298
10
—
—
—
2,308
—
—
—
—
—
—
—
(94)
—
—
—
(94)
—
2,214
2,185
—
—
1,207
—
3,392
3,392
—
—
2,912
—
—
6,304
(1,069)
(980)
—
—
—
(2,049)
(2,049)
(1,801)
—
—
—
(3,850)
1,343
2,454
—
—
—
—
—
—
—
—
1,000
—
(5)
—
995
—
—
—
—
—
—
—
(122)
—
—
—
(122)
—
873
2,185
—
—
1,207
—
3,392
3,392
2,298
1,010
2,912
(5)
—
9,607
(1,069)
(980)
—
—
—
(2,049)
(2,049)
(2,017)
—
—
—
(4,066)
1,343
5,541
13. Intangible assets
Cost
At 1 January 2011
Acquisitions through business combinations
Additions – externally purchased
Additions – own work capitalised
Disposals
At 31 December 2011
At 1 January 2012
Acquisitions through business combinations (Note 27)
Additions – externally purchased
Additions – own work capitalised
Effect of movement in foreign exchange
Disposals
At 31 December 2012
Amortisation
At 1 January 2011
Amortisation charge for the year
Impairment charge for the year
Effect of movement in foreign exchange
Disposals
At 31 December 2011
At 1 January 2012
Amortisation charge for the year
Impairment charge for the year
Effect of movement in foreign exchange
Disposals
At 31 December 2012
Net book value
At 31 December 2011
At 31 December 2012
34 WANdisco plc Annual report and accounts 2012
13. Intangible assets continued
The carrying amount of the intangible assets is allocated across cash-generating units (CGUs). A CGU is defined as the smallest group
of assets that generate cash inflows from continuing use, that are largely independent of the cash inflows of other assets or groups
thereof. The recoverable amount of the CGUs are determined using Value In Use (VIU) calculations. As at 31 December 2012 the Group
had one CGU, the DConE CGU. The Group’s patented DConE replication technology forms the basis of the Group’s products for the
ALM market. This technology also underpins the enterprise-ready, Apache-Hadoop products we have developed for the big data market.
Development costs are predominantly capitalised staff costs associated with new products and services. Development costs
are allocated to the DConE CGU. The recoverable amount of the DConE CGU has been calculated on a VIU basis at both 31 December
2012 and 31 December 2011. These calculations use cash flow projections based on financial forecasts and appropriate long-term
growth rates. To prepare VIU calculations, the cash flow forecasts are discounted back to present value using a pre-tax discount rate
of 8.0% The Directors have reviewed the recoverable amount of the CGU and do not consider there to be any indication of impairment.
Other intangibles arose as part of the acquisition of AltoStor, Inc. for further details see note 27. The intangibles arising as part of the AltoStor
acquisition are allocated to the DConE CGU. The recoverable amount of which has been determined on a VIU basis as described above.
On 19 September 2012 WANdisco International Limited purchased an item of software from Syntevo GmBH for consideration of
$1 million. This software is being amortised over a period of two years and is allocated to the DConE CGU as described above.
The above amortisation charge forms part of operating expenses in the Statement of Comprehensive Income.
14. Property, plant and equipment
Cost
At 1 January 2011
Additions
Disposals
At 31 December 2011
At 1 January 2012
Additions
Disposals
At 31 December 2012
Depreciation
At 1 January 2011
Depreciation charge for the year
Effect of movement in foreign exchange
Disposals
At 31 December 2011
At 1 January 2012
Depreciation charge for the year
Effect of movement in foreign exchange
Disposals
At 31 December 2012
Net book value
At 31 December 2011
At 31 December 2012
Leasehold
improvements
$’000
Fixtures and
fittings
$’000
Computers
$’000
—
—
—
—
—
30
—
30
—
—
—
—
—
—
(2)
—
—
(2)
—
28
86
—
—
86
86
65
—
151
(24)
(26)
—
—
(50)
(50)
(28)
—
—
(78)
36
73
76
7
—
83
83
43
(18)
108
(56)
(20)
—
—
(76)
(76)
(22)
—
18
(80)
7
28
Total
$’000
162
7
—
169
169
138
(18)
289
(80)
(46)
—
—
(126)
(126)
(52)
—
18
(160)
43
129
WANdisco plc Annual report and accounts 2012 35
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Notes to the consolidated financial statements
continued
15. Investments in subsidiaries
The Group has the following investments in subsidiaries:
WANdisco International Limited
WANdisco, Inc.
AltoStor, Inc.
Country of
incorporation
Holding
Proportion
of shares held
UK
US
US
Ordinary Shares
100%
Ordinary Shares
100%
Ordinary Shares
100%
All of the above entities are included in the consolidated financial statements.
For details of the acquisition of AltoStor, Inc. see Note 27.
16. Trade and other receivables
Nature of business
Development and
provision of global
collaboration software
Development and
provision of global
collaboration software
Development and
provision of global
collaboration software
Trade receivables
Other receivables
Corporation tax
Prepayments
None of the Group’s receivables fall due after more than one year.
The Directors consider that the carrying amount of trade and other receivables approximates to their fair value.
Ageing of trade receivables:
Due from current month
Due from previous month
Due from earlier months
Total trade receivables
All trade receivables are denominated in US dollars.
17. Trade and other payables
Trade payables
Other payables and accruals
Deferred income
Deferred income
Deferred income represents invoiced sales for which services to customers will be provided in future years.
The movement on the deferred income balance is as follows:
At 1 January
Customer bookings
Released to revenue
At 31 December
2012
$’000
2,301
82
—
103
2,486
2012
$’000
2,248
8
45
2,301
2012
$’000
830
2,835
6,368
10,033
2012
$’000
4,466
7,916
(6,014)
6,368
2011
$’000
992
50
96
50
1,188
2011
$’000
954
24
14
992
2011
$’000
306
2,260
4,466
7,032
2011
$’000
3,726
4,618
(3,878)
4,466
Included in the 31 December 2012 year-end balance are amounts falling due after more than one year of $2,166,000 (2011: $1,548,000).
36 WANdisco plc Annual report and accounts 2012
18. Cash and cash equivalents
Cash at bank and in hand
Short-term deposits
Total cash and cash equivalents
2012
$’000
1,158
13,387
14,545
2011
$’000
74
—
74
At 31 December 2012 the Group had $13,387,000 on short-term deposit. This balance matured in two instalments, $6,693,500 on
8 February 2013 and $6,693,500 on 14 March 2013.
19. Interest-bearing loans and borrowings
Non-current liabilities:
Secured bank loans
Current liabilities:
Current portion of secured bank loans
Current portion of other loans
Total current loans and borrowings
Total loans and borrowings
Terms and debt repayment schedule
Terms and conditions of outstanding loans were as follows:
Secured bank loans:
Citibank business credit account
Citibank instalment loan account
Other loans:
Loans from shareholders
Loans from related party*
Nominal
interest rate
Year of
maturity
5.00%
5.50%
0.51%
—
2012
2016
2012
—
2012
Face
value
$’000
Carrying
amount
$’000
—
—
—
—
—
—
—
—
* There were no written arrangements on the terms or interest rates on the loans from related parties.
Following the Admission to trading on AIM, all outstanding loan balances were settled in full.
2012
$’000
—
—
—
—
—
2011
Face
value
$’000
150
85
112
423
20. Provisions
At 1 January 2011
Provisions established in the year
Provisions utilised in the year
Provisions released in the year
At 31 December 2011
At 1 January 2012
Provisions established in the year
Provisions utilised in the year
Provisions released in the year
At 31 December 2012
Employee claim
$’000
US penalties
$’000
Reorganisation
$’000
—
95
—
—
95
95
—
(95)
—
—
168
151
—
—
319
319
—
(187)
—
132
—
—
—
—
—
—
468
(207)
—
261
2011
$’000
65
170
535
705
770
Carrying
amount
$’000
150
85
112
423
Total
$’000
168
246
—
—
414
414
468
(489)
—
393
Penalties levied by US state and federal tax authorities relate to charges for late payment of payroll taxes. An estimate has been made
of the likely liability based on the current legislation in place which the directors believe is a realistic assessment. The timing of the
cash flow associated with these penalties is not certain and is dependent upon the progress of discussions with the relevant authorities.
The reorganisation provision is the Directors’ best estimate of the costs associated with the IPO process and the related Group reorganisation.
A full settlement was agreed and made in the year ended 31 December 2012 in relation to the claim from a former employee.
WANdisco plc Annual report and accounts 2012 37
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Notes to the consolidated financial statements
continued
21. Financial instruments and risk management
The Group’s principal financial instruments are cash and trade receivables.
The Group has exposure to the following risks from its use of financial instruments:
Market risk
The Group may be affected by general market trends, which are unrelated to the performance of the Group itself. The Group’s success
will depend on market acceptance of the Group’s products and there can be no guarantee that this acceptance will be forthcoming.
Market opportunities targeted by the Group may change and this could lead to an adverse effect upon its revenue and earnings.
Credit risk
Credit risk arises from cash and cash equivalents and credit exposure to the Group’s customers.
Credit ratings of institutions which hold the Group’s financial assets are regularly monitored to ensure they meet the minimum credit
criteria set by the Board through the Group treasury policy.
The credit quality of customers is assessed by taking into account their financial position, past experience and other factors.
Liquidity risk
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Board is responsible for
ensuring that the Group has sufficient liquidity to meet its financial liabilities as they fall due and does so by monitoring cash flow
forecasts and budgets. The Board has considered the cash flow forecasts for the next twelve months which show that the Group
expects to operate within its working capital facilities throughout the year.
Any excess cash balances are held in short-term, interest-bearing deposit accounts.
Capital management
The Group defines the capital that it manages as its total equity. The Group’s objectives when managing capital are to safeguard
the Group’s ability to continue as a going concern and support the growth of the business.
Foreign currency risk
The Group’s operations are split between the US, UK, mainland Europe and China, and as a result the Group incurs costs in currencies
other than its presentational currency of US dollars. The Group also holds cash and cash equivalents in non-US Dollar denominated
bank accounts.
The following table shows the denomination of the year-end cash and cash equivalents balance:
2012 cash and cash equivalents
2011 cash and cash equivalents
GBP
$’000
14,258
(4)
US Dollar
$’000
287
78
Total
$’000
14,545
74
Had the foreign exchange rate between US$ and £ sterling changed by 5%, this would affect the loss for the year and net assets of the
Group by $712,000.
Fair values of financial assets and financial liabilities
There are no material differences between the fair value and the book value of the Group’s financial assets and liabilities.
38 WANdisco plc Annual report and accounts 2012
22. Share capital and reserves
Share capital
Allotted and fully paid
The ordinary share capital of WANdisco plc is designated in sterling.
At 1 January 2011
Loss for the year
Share-based payment charge
Loan waiver
Foreign exchange
At 31 December 2011
At 1 January 2012
Loss for the year
Shares issued by WANdisco Inc.
Shares issued by WANdisco plc in exchange
for WANdisco Inc. shares
Shares issued by WANdisco plc
Share issue costs
Shares allotted under option scheme
Shares issued in AltoStor acquisition
Foreign exchange
Share-based payment charge
Share
capital
$’000
448
—
—
—
—
448
448
—
2,761
(1,247)
1,289
—
54
83
—
—
2012
Number
2012
$’000
2011
Number
21,420,788
3,388
4,549,254
Share
premium
$’000
Translation
reserve
$’000
Merger
reserve
$’000
—
—
—
—
—
—
—
—
—
—
21,908
(1,946)
95
3,275
—
—
(3)
—
—
—
(7)
(10)
(10)
—
—
—
—
—
—
—
16
—
6
—
—
—
—
—
—
—
—
—
1,247
—
—
—
—
—
—
2011
$’000
448
Retained
losses
$’000
(5,054)
(1,204)
73
174
—
(6,011)
(6,011)
(7,981)
—
—
—
—
—
(2,560)
—
813
At 31 December 2012
3,388
23,332
1,247
(15,739)
Share capital and share premium
On 16 May 2012 WANdisco plc acquired the entire share capital of WANdisco, Inc. As a result of this transaction, the shareholders in
WANdisco, Inc. received shares in WANdisco plc in direct proportion to their original shareholdings in WANdisco, Inc., with one share
issued for each share held. The shares in WANdisco plc have a nominal value of 10 pence. Therefore, from 16 May 2012, the share
capital represents that of WANdisco plc and in the prior periods represents that of WANdisco, Inc.
On 1 June 2012 the Company’s shares were admitted to AIM. In conjunction with the admission to AIM, the Company made an initial
public offering (IPO) of 8,333,334 new 10 pence shares at a price of 180 pence per share.
Costs relating directly to the new issue of shares have been deducted from the share premium account. Attributable IPO costs
are allocated between share premium and the Income Statement in proportion to the number of shares traded on Admission.
Translation reserve
The translation reserve comprises all foreign exchange differences arising from the translation of the financial statements of foreign operations.
Merger reserve
The acquisition by WANdisco plc of the entire share capital of WANdisco, Inc. has been accounted for as a reverse acquisition.
Consequently the previously recognised book values and assets and liabilities have been retained and the consolidated financial
information for the period to 16 May 2012 has been presented as a continuation of the WANdisco business which was previously
wholly owned by the WANdisco Inc. Group.
The share capital for the period covered by these consolidated financial statements and the comparative periods is stated at the nominal
value of the shares issued pursuant to the above share arrangement. The difference between the nominal value of these shares and the
nominal value of WANdisco, Inc. shares at the time of the acquisition has been transferred to the reverse acquisition reserve.
WANdisco plc Annual report and accounts 2012 39
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Notes to the consolidated financial statements
continued
23. Share-based payments
WANdisco plc operates share option plans for qualifying employees of the Group. Options in the plans are settled in equity in the
Company and are normally subject to a vesting schedule but not conditional on any performance criteria being achieved.
On 16 May 2012, in connection with the acquisition of WANdisco, Inc., options were granted to employees to replace options that
they held over the shares of WANdisco, Inc. The terms of these replacement options and the number of shares under option are the
same as the options that each employee previously held. The exercise price is equivalent to the exercise price for the WANdisco, Inc.
shares translated at the exchange rate on the day the replacement options were issued. On 21 June 2012 and 7 December 2012 new
options were granted to certain employees.
The terms and conditions of the grants were as follows:
Date of grant
16 May 2012
16 May 2012
16 May 2012
16 May 2012
16 May 2012
16 May 2012
16 May 2012
16 May 2012
16 May 2012
16 May 2012
16 May 2012
16 May 2012
16 May 2012
16 May 2012
16 May 2012
16 May 2012
16 May 2012
16 May 2012
21 June 2012
7 December 2012
Expected
term
(years)
Exercisable between
Commencement
Lapse
1
5
6
7
7
7
8
8
8
9
9
9
9
9
9
9
10
10
10
10
16 May 2012
16 May 2012
16 May 2012
16 May 2012
16 May 2012
16 May 2012
16 May 2012
16 May 2012
16 May 2012
16 May 2012
16 May 2012
16 May 2012
11 July 2012
22 July 2012
22 July 2012
1 August 2012
13 January 2013
13 January 2013
21 June 2015
7 December 2012
30 November 2012
9 November 2017
26 September 2018
5 January 2019
3 August 2019
3 August 2019
15 September 2020
7 October 2020
7 October 2020
14 September 2021
20 September 2021
20 September 2021
20 September 2021
14 September 2021
20 September 2021
20 September 2021
12 January 2022
30 January 2022
21 June 2022
7 December 2022
The following vesting schedule applies:
1. Fully vested as date of grant.
Vesting
schedule
(see below)
Outstanding
at
31 December
2012
1
1
1
2
2
2
2
2
2
2
2
3
3
3
3
3
3
3
4
5
—
—
3,500
—
1,146
7,500
50,000
200,000
31,782
2,000
15,167
1,000
2,000
85,000
129,500
2,000
458,000
913,000
64,875
715,000
Exercise
price
£0.24
$0.36
$0.36
$0.36
£0.24
$0.36
$0.36
$0.36
£0.45
$0.36
£0.46
£0.46
£0.46
$0.36
£0.46
£0.46
$0.36
£0.23
£2.00
£4.55
2. Partially vested at grant date; 1/48 of granted option shares vest monthly thereafter.
3. 25% of option vests on exercisable commencement date; 1/48 of granted option shares vest monthly thereafter.
4. Option vests on third anniversary of the date of grant.
5. Option vests 25% on first anniversary of the vesting commencement date, with the balance vesting monthly thereafter until final
vesting date.
AltoStor related share-based payments
As part of the acquisition of AltoStor Inc. (see note 27) a total of 375,651 restricted shares have been issued to the former owners
of the AltoStor Inc. business. These shares have been treated as contingent consideration and have been accounted for under IFRS 2
“Share-based Payments” rather than as part of the acquisition consideration under IFRS 3 ‘Business Combinations’.
A share-based payment charge of $193,000 has been recognised in the year ended 31 December 2012 in relation to these restricted shares.
40 WANdisco plc Annual report and accounts 2012
23. Share-based payments continued
The number and weighted average exercise price of share options (including previous options in WANdisco, Inc.) were as follows:
Balance at the start of the period
Granted (WANdisco, Inc.)
Forfeited (WANdisco, Inc.)
Lapsed (WANdisco, Inc.)
Exercised (WANdisco, Inc.)
Granted (WANdisco plc)
Forfeited (WANdisco plc)
Exercised (WANdisco plc)
Balance at the end of the period
Exercisable at the end of the period
Vested at the end of the period
Weighted average exercise price for:
Shares granted (WANdisco, Inc.)
Shares forfeited (WANdisco, Inc.)
Options exercised (WANdisco, Inc.)
Shares granted (WANdisco plc)
Shares forfeited (WANdisco plc)
Options exercised (WANdisco plc)
Exercise price in the range:
From
To
Weighted average contractual life remaining
2012
Number
6,909,912
3,084,000
(14,500)
—
(7,669,522)
811,525
(99,678)
(340,267)
2011
Number
6,679,412
255,500
(17,188)
—
(7,812)
—
—
—
2,681,470
6,909,912
201,397
214,927
6,909,912
6,332,547
2012
$
0.36
0.58
0.36
6.71
1.26
0.38
0.36
7.19
2012
Years
9.1
2011
$
0.72
0.45
0.40
—
—
—
0.40
0.72
2011
Years
6.3
The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model with the following
weighted average assumptions:
Dividend yield
Risk-free interest rate
Stock price volatility
Expected life (years)
Weighted average fair value of options granted during the period:
WANdisco, Inc.
WANdisco plc
2012
0.00%
3.50%
40%
5
$0.15
$2.46
2011
0.00%
3.50%
40%
5
$0.29
n/a
The dividend yield is based on the Company’s forecast dividend rate and the current market price of the underlying common stock
at the date of grant.
Expected life in years is determined from the average of the time between the date of grant and the date on which the options lapse.
Expected volatility is based on the historical volatility of shares of listed companies with a similar profile to the Company.
The risk-free interest rate is based on the treasury bond rates for the expected life of the option.
WANdisco plc Annual report and accounts 2012 41
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Notes to the consolidated financial statements
continued
24. Commitments
Operating lease commitments
The total amounts payable under non-cancellable operating leases are as follows:
Land and buildings
Within one year
Between two and five years
In five years or more
Capital commitments
2012
$’000
340
781
—
1,121
2011
$’000
235
622
75
932
At 31 December 2012 the Group had no capital commitments (2011: $nil).
25. Contingent liabilities
Given the nature of the business there are potentially claims which could arise against the Group. The Directors have made a provision
for any known claims based on their assessment of the likely outcome.
26. Related parties and related party transactions
Identity of related parties
The Group has a related party relationship with its subsidiaries and with its Directors.
Transactions with subsidiaries
WANdisco plc recharges certain costs to its subsidiaries for provision of management services. In addition the costs incurred for
software development in WANdisco International Limited have been recharged to WANdisco Inc.
Transactions with Directors
During the year ended 31 December 2012 certain Directors held positions in another private entity that resulted in them having control
or significant influence over the financial or operating policies of that entity. The entity transacted with the Group in the reporting period.
The aggregate value of transactions and outstanding balances relating to related party transactions between the Company and the
related entity were as follows:
Creditor at the start of the year
Loan advances
Loan repayments
Loans waived
Creditor at the end of the year
2012
$’000
535
—
(535)
—
—
2011
$’000
633
112
(36)
(174)
535
David Richards together with James Campigli, Mohammad Akhtar and Dr. Yeturu Aahlad exercised a number of stock options that
they held in WANdisco, Inc. on 17 January 2012 and 16 February 2012. The exercise of 500,000 shares for David Richards and 450,000
shares for James Campigli was paid for in cash totalling $342,000. The exercise of a further 2,299,904 shares for David Richards,
1,346,851 shares for James Campigli, 2,179,047 shares for Dr Yeturu Aahlad and 737,262 shares for Mohammad Akhtar were funded
by the issue of certain promissory notes to each of these individuals by WANdisco, Inc.
The promissory notes were for a three-year period and had an interest rate of 0.21% per annum. They were secured by a pledge given
by each of the individuals over the number of shares that were issued upon exercise of the options.
The aggregate value of transactions and outstanding balances relating to the promissory notes were as follows:
Balance at the start of the year
Issue of promissory notes
Interest
Repayment of promissory notes
42 WANdisco plc Annual report and accounts 2012
2012
$’000
—
2,363
1
(2,364)
—
2011
$’000
—
—
—
—
—
27. Acquisitions
On 16 November 2012 the Group acquired 100% of the issued share capital of AltoStor Inc. for a total consideration of $2,298,444,
of which $1,500,000 was paid in cash, $256,001 was issued in shares at the date of acquisition, and $542,443 is deferred
share consideration.
The fair value of the assets and liabilities of AltoStor, Inc. at the date of acquisition were:
Property, plant and equipment
Intangible assets
Current assets
Current liabilities
Net assets acquired
Consideration
Satisfied by:
Cash and cash equivalents
Shares issued at date of acquisition
Deferred consideration
Net cash outflow on acquisition of subsidiary
Consideration paid in cash
Less: cash and cash equivalents acquired
Net cash outflow
$’000
—
2,298
—
—
2,298
2,298
Fair value
$'000
1,500
256
542
2,298
1,500
—
1,500
Number
of shares
000's
—
38
113
AltoStor is a small software development company that has deep expertise in the big data market and in particular Apache Hadoop
development. The acquisition of AltoStor will enable the Group to launch products into the big data market quickly and efficiently.
The following table shows the shares that were issued as part of the transaction and the fair value of those shares at the acquisition date:
Share type
Issued immediately
Pledged shares
Restricted shares
Number
Fair value
37,564
112,695
375,651
$256,001
$542,443
$2,560,008
The pledged shares have been treated as deferred consideration and will be released to the AltoStor founders four years and three
months after the acquisition date, but contain no contingency clauses related to post acquisition performance criteria.
The restricted shares have been treated as share-based payments as they have conditions attached relating to employment post
acquisitions and have been accounted for under IFRS 2 “Share-based Payments”. The SBP charge will be recognised over the three-year
vesting period of the shares.
AltoStor Inc. did not generate any revenues or profits or losses during the period from acquisition to 31 December 2012. Prior to
acquisition AltoStor Inc. generated revenue of $60,000 and profits of $70,000.
28. Post-balance sheet events
There are no significant or disclosable post-balance sheet events.
WANdisco plc Annual report and accounts 2012 43
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Four year record
31 December
Customer bookings
Bookings growth
Revenue
Revenue growth
Deferred revenue
Growth in deferred revenue
Net cash
Operating loss
Development costs and software amortised
Depreciation
Exceptional items
EBITDA before exceptional costs
Add back share-based payment charges
Adjusted EBITDA before exceptional items
Capitalised development costs
2009
$’000
2,310
n/a
2,476
n/a
3,437
n/a
(163)
(2,172)
308
18
6
(1,840)
325
(1,515)
602
2010
$’000
3,080
33%
2,984
21%
3,726
8%
(554)
(1,860)
597
49
204
(1,010)
182
(828)
1,103
2011
$’000
4,618
50%
3,878
30%
4,466
20%
74
(1,154)
980
46
205
77
73
150
1,207
2012
$’000
7,916
71%
6,031
56%
6,368
43%
14,545
(8,541)
2,018
52
2,656
(3,815)
813
(3,002)
2,912
Note: Customer bookings in 2009 excludes one unusually large booking of $3.25 million.
44 WANdisco plc Annual report and accounts 2012
Notice of first Annual General Meeting
Notice is given that the first annual general meeting of WANdisco plc ("the Company") will be held at the offices of DLA Piper UK LLP,
1 St Paul's Place, Sheffield S1 2JX on 12 June 2013 at 12:00pm for the following purposes:
To consider and, if thought fit, to pass the following resolutions as ordinary resolutions:
1.
That the Company's Annual Accounts and Directors' and Auditor’s Reports for the year ended 31 December 2012 be received
and considered.
2. That KPMG LLP be re-appointed as auditor of the Company.
3. That the Directors be authorised to determine the remuneration of the auditor.
4.
That in substitution for all existing authorities but without prejudice to any allotment, offer or agreement already made pursuant
thereto, the Directors be and are hereby generally and unconditionally authorised pursuant to Article 2.3 of the Company's Articles
of Association ("Articles") to exercise all powers of the Company to allot, grant options over or otherwise dispose of relevant
securities (as that term is defined in the Articles) in respect of up to an aggregate nominal amount of £685,070, provided that
(unless previously revoked, varied or renewed) this authority shall expire on the earlier of the date which is 15 months after the
date the resolution was passed and the conclusion of the next Annual General Meeting of the Company, save that the Company
may before such expiry make an offer or agreement which would or might require relevant securities to be allotted after such
expiry and the Directors may allot equity securities in pursuance of such an offer or agreement as if the power had not expired.
To consider and, if thought fit, to pass the following resolutions as special resolutions:
5.
That, subject to the passing of resolution 4 and pursuant to Article 2.10 of the Articles, the Directors be and are hereby generally
empowered to allot, grant options over or otherwise dispose of equity securities (within the meaning of the Articles) wholly for
cash, pursuant to the general authority described in resolution 4 above, as if pre-emption rights did not apply to any such
allotment, such power being limited to:
5.1
the allotment of equity securities in connection with a rights issue, open offer or pre-emptive offer to holders on the register
of the ordinary shares in the capital of the Company ("Ordinary Shares") on a date fixed by the Directors where the equity
securities respectively attributable to the interests of all those shareholders are proportionate (as nearly as practicable) to
their respective holdings on that date subject to any exclusions or other arrangements as the Directors may consider
necessary or expedient in relation to fractional entitlements, legal or practical problems under the law of any territory or the
regulations or requirements of any relevant regulatory authority or stock exchange in any territory; and
5.2
the allotment (other than pursuant to resolution 5.1 above) wholly for cash or otherwise wholly for cash or otherwise
of Ordinary Shares up to an aggregate nominal amount of £205,521,
provided that (unless previously revoked, varied or renewed), such authorities shall expire on the earlier of the date which is
15 months after the date the resolution was passed and the conclusion of the next Annual General Meeting of the Company, save
that the Company may before such expiry make an offer or agreement which would or might require equity securities to be
allotted after such expiry and the Directors may allot equity securities in pursuance of such an offer or agreement as if the power
had not expired.
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WANdisco plc Annual report and accounts 2012 45
Notice of first Annual General Meeting
continued
6. That the Directors be and are hereby authorised pursuant to Article 13 of the Articles and Article 57 of the Companies (Jersey)
Law 1991, as amended ("the Law") to make market purchases of Ordinary Shares, subject to the following conditions:
6.1
the maximum number of Ordinary Shares authorised to be purchased may not be more than 15% of the issued share capital
of the Company as at the date of this notice;
6.2
the minimum price (exclusive of expenses) which may be paid for an Ordinary Share is £0.001; and
6.3
the maximum price (exclusive of expenses) which may be paid for an Ordinary Share shall not exceed:
6.3.1
an amount equal to 105% of the average middle market quotation for Ordinary Shares taken from the London
Stock Exchange plc Daily Official List for the five business days immediately preceding the date on which such
shares are to be contracted to be purchased; and
6.3.2
the higher of the price of the last independent trade and the highest current independent bid on the London Stock
Exchange plc Daily Official List at the time,
such authority to expire on the earlier of the date which is 15 months after the date the resolution was passed and the conclusion
of the next Annual General Meeting of the Company, unless such authority is varied, revoked or renewed prior to such date.
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
7.
That, pursuant to Article 58A(1)(b) of the Law and Article 13 of the Articles, an Ordinary Share purchased pursuant to resolution 6
above may be held by the Company as treasury shares in accordance with Articles 58A and 58B of the Law.
By order of the Board
Nick Parker
Company Secretary
25 April 2013
Registered in Jersey under the Companies (Jersey) Law 1991 with company number 110497
Registered office
47 Esplanade
St Helier
Jersey
JE1 0BD
46 WANdisco plc Annual report and accounts 2012
Notes
Entitlement to attend and vote
1.
In accordance with Article 40(1) of the Companies (Uncertificated Securities) (Jersey) Order 1999, the right to vote at the meeting
is determined by reference to the register of members. Only those shareholders registered in the register of members of the
Company as at 6:00pm on 10 June 2013 (or, if the meeting is adjourned, 6:00pm on the date which is two working days before
the date of the adjourned meeting) shall be entitled to attend and vote at the meeting in respect of the number of shares registered
in their name at that time. Changes in entries in the register of members after that time shall be disregarded in determining
the rights of any person to attend or vote (and the number of votes they may cast) at the meeting.
Proxies
2.
A shareholder is entitled to appoint another person as his or her proxy to exercise all or any of his or her rights to attend and
to speak and vote at the meeting and on a poll, vote instead of him or her. A proxy need not be a shareholder of the Company.
A shareholder may appoint more than one proxy in relation to the meeting, provided that each proxy is appointed to exercise the
rights attached to a different share or shares held by that shareholder. Failure to specify the number of shares each proxy
appointment relates to or specifying a number which when taken together with the numbers of shares set out in the other proxy
appointments is in excess of the number of shares held by the shareholder may result in the proxy appointment being invalid.
A special resolution means a resolution passed by a majority of three-quarters of the holders who (being entitled to do so) vote
in person, or by proxy, at a general meeting of the Company or at a separate meeting of a class of members of the Company.
3. A proxy may only be appointed in accordance with the procedures set out in Note 4 and the notes to the proxy form.
The appointment of a proxy will not preclude a shareholder from attending and voting in person at the meeting.
CREST members who wish to appoint a proxy or proxies or to give an instruction to a proxy (whether previously appointed or
otherwise) by utilising the capital and CREST electronic proxy appointment service may do so in relation to the meeting, and any
adjournment(s) thereof, by utilising the procedures described in the CREST Manual. In order for a proxy appointment made by
means of CREST to be valid, the appropriate CREST message must be transmitted via the CREST system so as to be received by
Neville Registrars Limited (whose CREST ID is 7RA11) by the latest time for receipt of proxy appointments specified above. For this
purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST
Applications Host) from which the Company's agent is able to retrieve the message by enquiry to CREST in the manner prescribed.
The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in the Companies (Uncertificated
Securities) (Jersey) Order 1999.
A proxy does not need to be a member of the Company but must attend the Annual General Meeting to represent you. Details
of how to appoint the Chairman of the Annual General Meeting or another person as your proxy using the proxy form are set out
in the notes to the proxy form. You may appoint more than one proxy to attend on the same occasion.
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WANdisco plc Annual report and accounts 2012 47
Notice of first Annual General Meeting
continued
Notes continued
Proxies continued
4.
A form of proxy is enclosed. When appointing more than one proxy, complete a separate proxy form in relation to each
appointment. Additional proxy forms may be obtained by the proxy form being photocopied. State clearly on each proxy form
the number of shares in relation to which the proxy is appointed.
A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the
resolution. If no voting indication is given in the proxy form, your proxy will vote or abstain from voting at his or her discretion.
Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the AGM.
In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted
by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear
in the Company's register of members in respect of the joint holding (the first-named being the most senior).
To be valid, a proxy form must be received by post or (during normal business hours only) by hand at the offices of the Company's
registrar, Neville Registrars Limited, 18 Laurel Lane, Halesowen, West Midlands B63 3DA, no later than 12.00pm on 10 June 2013
(or, if the meeting is adjourned, no later than 48 hours (excluding any part of a day that is not a working day) before the time of any
adjourned meeting).
To change your proxy instructions simply submit a new proxy appointment using the methods set out above. Any amended proxy
appointment received after the time specified above will be disregarded.
Where you have appointed a proxy using the hard-copy proxy form and would like to change the instructions using another
hard-copy proxy form, please contact Neville Registrars Limited.
If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt
of proxies will take precedence.
In order to revoke a proxy instruction you will need to inform the Company by sending a signed hard-copy notice clearly stating
your intention to revoke your proxy appointment to Neville Registrars Limited. In the case of a member which is a company, the
revocation notice must be executed under its common seal or signed on its behalf by a duly authorised officer of the company
or an attorney for the company. Any power of attorney or any other authority under which the revocation notice is signed (or a
notarially certified copy of such power or authority) must be included with the revocation notice. The revocation notice must be
received by Neville Registrars Limited no later than the commencement of the Annual General Meeting or adjourned meeting at
which the vote is given or, in the case of a poll taken more than 48 hours after it is demanded, before the time appointed for taking
the poll.
If you attempt to revoke your proxy appointment but the revocation is received after the time specified then your proxy
appointment will remain valid.
Corporate representatives
5.
A shareholder which is a corporation may authorise one or more persons to act as its representative(s) at the meeting. Each such
representative may exercise (on behalf of the corporation) the same powers as the corporation could exercise if it were an
individual shareholder, provided that (where there is more than one representative and the vote is otherwise than on a show of
hands) they do not do so in relation to the same shares. A director, the secretary or other person authorised for the purpose by
the secretary may require all or any such persons to produce a copy of the resolution of authorisation certified by an officer of the
corporation before permitting him to exercise his powers.
Method of voting
6. Voting on all resolutions will be decided on a show of hands unless, before or on declaration of the result of, a vote on the show
of hands, or on the withdrawal of any other demand for a poll, a poll is duly demanded.
Documents available for inspection
7.
The following documents will be available for inspection during normal business hours at the registered office of the Company
and at the Company's business address, Electric Works, Sheffield Digital Campus, Sheffield S1 2BJ, from the date of this notice
until the time of the meeting. They will also be available for inspection at the place of the meeting from at least 15 minutes before
the meeting until it ends:
7.1
copies of the service contracts of the Executive Directors; and
7.2 copies of the letters of appointment of the Non-executive Directors.
48 WANdisco plc Annual report and accounts 2012
Secretary and advisers
Bankers
Barclays Bank PLC
St Paul’s Place
121 Norfolk Street
Sheffield S1 2JW
Lloyds Banking Group Bank plc
14 Church Street
Sheffield S1 1HP
Registrars
Neville Registrars Limited
18 Laurel Lane
Halesowen
West Midlands B63 3DA
T. 0121 585 1131
Secretary
Nick Parker
UK office
Electric Works
Sheffield Digital Campus
Sheffield S1 2BJ
US office
5000 Executive Parkway
Suite 270
San Ramon CA 94583 USA
Registered office
47 Esplanade
St. Helier
Jersey JE1 0BD
Nominated adviser and broker
Panmure Gordon & Co
One New Change
London EC4M 9AF
Auditor
KPMG LLP
1 The Embankment
Neville Street
Leeds LS1 4DW
Legal advisers
DLA Piper UK LLP
1 St Paul’s Place
Sheffield S1 2JX
Carey Olsen
47 Esplanade
St. Helier
Jersey JE1 0BD
WANdisco plc
Electric Works
Sheffield Digital Campus
Sheffield S1 2BJ
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