Interim Results & Investor Presentation

Source: RNS
RNS Number : 4054E
Dillistone Group PLC
17 September 2024
 

A logo for a company Description automatically generated

17 September 2024

Dillistone Group Plc

("Dillistone", the "Company" or the "Group")

Interim Results & Investor Presentation

 

Dillistone Group PLC, the AIM quoted supplier of software for the international recruitment industry, announces Interim Results for the six months to 30 June 2024.

 

Summary

 

·    Group H1 adjusted operating profit up £0.097m to £0.133m (H1 2023: £0.036m).

·    Rolling 12 month adjusted operating profit increases significantly to £0.237m (H1 2023: £0.009m).

·    Operational efficiencies increase adjusted EBITDA margin to 25.8% (H1 2023: 20.6%).

·    Total revenue of £2.519m (H1 2023: £2.826m), down 11% in a tough recruitment market.

·    Recurring revenues represented 91% (H1 2023: 91%) of Group revenue.

·    Net cash generated from operating activities dropped slightly to £0.529m (2023: £0.565m).

·    Utilisation of bank facility at period end of £0.172m (2023: cash £0.249m) reflecting ongoing repayment of Government support loans (£0.300m annually).

·    Board expects to deliver full year results in line with adjusted PTP market expectations.

·    Investments made in platforms and efficiency gains over recent years allow the Group to continue to deliver "Excellent" Trustpilot rated services to customers, despite significant reductions in cost base.

 

Post Period

 

·    On 23 August 2024 the Group raised £0.300m through the issue of loan notes and an additional £0.060m from issuing shares to a new investor.

·    As at 31 August 2024 cash was £0.156m.

 

 

Commenting on the results and prospects, Giles Fearnley, Non-Executive Chairman, said:

 

"In my statement in the Annual Report, I said that we had made a solid start to the year. These results confirm that statement with adjusted EBITDA and adjusted operating profit up £0.069m and £0.097m respectively on H1 2023 despite challenging conditions in our key markets. However, we are not immune to the challenges faced by the recruitment sector, and expect to see recurring revenue in H2 below that delivered in H1, driven in large part by significant staff downsizing among our client base. Nevertheless, we are confident of meeting market expectations for adjusted PTP for the year."

 

*           Note: "Adjusted" refers to activities before acquisition, reorganisation, Government support, and one-off costs

 

 

Investor Presentation: 3pm today, Tuesday 17 September 2024

 

Jason Starr, Chief Executive, and Ian Mackin, Finance Director, will hold an investor presentation to review the results and prospects at 3pm on Tuesday 17 September 2024.

 

The presentation will be hosted through the digital platform Investor Meet Company. Investors can sign up to Investor Meet Company and add to meet Dillistone Group Plc via the following link https://www.investormeetcompany.com/dillistone-group-plc/register-investor. For those investors who have already registered and added to meet the Company, they will automatically be invited. 

 

Questions can be submitted pre-event to dillistone@walbrookpr.com or in real time during the presentation via the "Ask a Question" function. 

 

 

Enquiries:

Dillistone Group Plc



 

Giles Fearnley

Chairman

Via Walbrook PR

 

Jason Starr

Chief Executive Officer


 

Ian Mackin

Finance Director


 




 

Zeus Capital Limited (Nominated adviser)



Chris Fielding

Director, Investment Banking

 020 3829 5000

 




 

Walbrook PR



 

Tom Cooper / Joe Walker


Dillistone@walbrookpr.com

 



020 7933 8780

 



0797 122 1972

 




 

 

 

 

 

 

Chairman's Statement

 

 

In my statement in the Annual Report, I said that we had made a solid start to the year. These results confirm that statement with adjusted EBITDA and adjusted operating profit up £0.069m and £0.097m respectively on H1 2023.

 

It is the rolling 12-month measure of adjusted operating profit which demonstrates the progress made. The table below shows the progression, with adjusted operating profit in the 6 months to 30 June 2024 being £0.317m (2023: £0.009m).

 


2018

H1

2019

H1

2020

H1

2021

H1

2022

H1

2023

H1

2024

H1

12 Month Rolling Adjusted Operating Profit (£'000)

140

(6)

(228)

(568)

(342)

9

317

 

In the Annual Report, and recent announcements, I have pointed to challenging economic conditions. There has been a raft of publicly quoted companies in our target market reporting sharply reduced revenues and profits. This has manifested itself in those companies reducing headcount. In addition, we have seen an almost doubling in the last 3 years of UK recruitment companies filing for insolvency.

 

In recent years we have improved the operational efficiency of the business significantly, and this has allowed us to deliver such a positive set of results in such a challenging year.

 

Operational Review

 

We split our products into two groups - one whose products primarily target contingency recruiters (largely, but not exclusively, in the United Kingdom) that typically recruit a combination of temporary, permanent and contract staff. We also have products used by executive search firms and in-house executive search teams across the globe that usually recruit for permanent roles only.

Contingency review:

 

Traditionally, the hiring of temporary staff is somewhat anti-cyclical and so, while our contingency products have faced a challenging six months, they have benefited somewhat from this trend.

 

Despite this, we have seen significant headcount reductions among our contingency CRM clients. In the first 6 months of 2024, 9% of our Infinity clients reduced user numbers (this statistic excludes any client losses due to insolvency or other reasons). This has a direct impact on our future recurring revenue streams. It is to be hoped that these firms will hire back rapidly as and when the recruiting sector recovers.

 

Our other products have fared somewhat better. Our ISV.online skills testing platform has delivered its first of a more comprehensive style of psychometric evaluations, initially used by one of the UK's best known recruiting brands, working with a leading automotive manufacturer. Early feedback on the impact of these tests is extremely positive, with more data expected later in the year.

 

Our Mid-Office pay and bill product benefited from additional investment in 2023, allowing us to port the product to the cloud. We were pleased to see, due in part to that investment, this was our best performing product in the period, with H1 2024 showing growth of 12% against H1 2023, albeit from a relatively low base.

 

We expect to bring further contingency revenue streams online in H2.

 

Executive search review:

 

The global slowdown in hiring hit our executive search products hard. In the period, 10% of our executive search firm clients reduced headcount, and, in addition to this, we also saw a higher number of client losses due to insolvency and other reasons. Again, it is to be hoped that as the markets improve, this sub-sector will scale rapidly.

 

Of our executive search products, Talentis was our best performing, growing marginally in the period. Our GatedTalent platform has seen falling revenue for an extended period and, in Q1 of this year, we turned off the legacy platform and launched an updated version of the tool, integrated into the Talentis application. We are pleased to report that since this integration was launched, GatedTalent has returned to growth.

 

We continue to develop and support our FileFinder product. However, we are seeing increasing desire among our FileFinder customers to move to our Talentis platform.

 

While we do not expect to see a turnaround in demand for our executive search platforms in H2, we do expect to see combined revenue from Talentis and our newly integrated GatedTalent platform (which in future we will report as Talentis B2B and Talentis B2C respectively) grow in H2 when compared to H1.

 

KPIs and financial performance

 

The Group's operational performance has improved significantly in recent years. The success measure for each of the KPIs used by management is year on year improvement.

 


FY24 H1

£'000

FY23 H1

£'000

% Move

Total revenue

2,519

2,826

(11%)

Recurring revenue

2,293

2,564

(11%)

Adjusted EBITDA *

650

581

12%

Adjusted Operating Cash **

529

519

2%

Adjusted (loss) before tax ***

(15)

(105)

86%

*     EBITDA adjusted for Government support

**   Operating cash adjusted for Government support received

*** (Loss) before tax adjusted for Government support associated with Covid and exceptional costs

 

Revenue

 

Group revenue in H1 FY2024 reduced to £2.519m from £2.823m in H1 FY2023.

Recurring revenues decreased by 11% to £2.293m over the comparable period last year (2023: £2.564m).

 

Recurring revenues represented 91% of total revenues (2022: 91%). Non-recurring revenues were down 12.5% at £0.175m (2023: £0.200m).  

 

Adjusted EBITDA*

 

The adjusted EBITDA* increased by 12% to £0.650m from £0.581m in H1 FY2023. This resulted in another increase in EBITDA margin to 25.8%, compared to 20.6% in H1 FY2023, reflecting the Group's continued focus on efficiency.

 

Operating profit/(loss) and profit/(loss) before tax

 

The Group operating profit, before acquisition related, reorganisation and other items, increased by 369% to stand at £0.133m from £0.036m in H1 FY2023.

 

Inclusive of acquisition related and other items, the operating profit was £0.065m compared to a loss of £0.027m in H1 FY2023.

 

The loss before tax decreased to (£0.015m) from (£0.046m) in H1 FY2023. Using a like for like measure, excluding Government support of £0.059m for H1 FY2023, the comparative figure for H1 FY2023 is (£0.105m). This makes the result for H1 FY2024 a decrease in loss of 86%.

 

Taxation

 

The net tax credit for H1 is £0.006m (H1 FY2023: £0.054m) reflecting the changes in R&D tax allowances the Company can claim which came into force in April 2023.

 

Balance sheet

 

The Group's net assets decreased slightly to £3.206m (H1 FY2023: £3.236m) with trade and other receivables decreasing to £0.493m (H1 FY2023: £0.635m). Trade and other payables also decreased to £2.005m (H1 FY2023: £2.523m).

 

R&D development

 

The Group capitalised £0.436m in development costs in the period (H1 FY2023: £0.460m) as the business continued its commitment to developing its products. Amortisation of development costs was £0.489m (H1 FY2023: £0.496m).

 

Financing

 

The CBIL loan balance stands at £0.600m (31 December 2023: £0.750m) and, on the current payment profile, will be repaid by June 2026. The Group has the contractual right to pause repayments for up to 6 months, but at this time has no intention to do so. The Group also has a convertible loan of £0.400m (31 December 2023: £0.400m), which will not be repaid until the CBIL loan has been repaid.

 

Post balance sheet, the Group raised £0.300m in convertible loan notes with a maturity date of August 2028.

 

The two convertible loans were made by current and former Directors of the Group.

 

Cashflow

 

Net cash generated from operating activities dropped slightly to £0.529m (2023: £0.565m).

 

Excluding government support in 2023 net cash from operating activities increased 2% to £0.529m (H1 FY2023: £0.519m). Adjusted net change in cash before Government support improved by 29% to (£0.153m) (H1 FY2023: (£0.217m)).

 

At 30 June 2024, we had a utilisation of our bank facility of (£0.172m) (2023: net cash balance £0.249m).

 

Summarised cashflow

H1 FY2024

H1 FY2023


£'000

£'000

Adjusted net cash from normalised operating activities

529

519

Investing Activities - net

(441)

(469)

Financial Activities - net

(241)

(267)

Adjusted Net change in cash and cash equivalents

(153)

(217)

Adjustment for Government Support

-

46

Net change in cash and cash equivalents

(153)

(171)

Cash and cash equivalents at beginning of year

(19)

433

Effect of foreign exchange rate changes

-

(13)

Cash and cash equivalents at 30th June

(172)

249

 

Outlook

 

The Board is pleased to report a third consecutive half year of adjusted operating profit and an improving adjusted EBITDA margin, consolidating the Group's return to profitability.

 

The recruitment sector has undoubtedly had a turbulent time in recent months, and this has impacted upon demand for our services. Our investment in systems has allowed the Group to be agile in responding to these challenges.

 

We are not however immune to the challenges faced by the recruitment sector and do expect to see recurring revenue in H2 below that delivered in H1, driven in large part by downsizing by our client base. Nevertheless, we are confident of meeting market expectations for adjusted PTP for the year.

 

 

Giles Fearnley

 

 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

 


Note

6 Months ended 30 June

Year ended 31 Dec

 


2024

2023

2023

 


Unaudited

Unaudited

 Audited

 


£'000

£'000

£'000

 





Revenue

4

2,519

2,826

5,595

Cost of sales


(269)

(312)

(601)

Gross profit


2,250

2,514

4,994

Administrative expenses


(2,185)

(2,487)

(4,943)






Result from operating activities

4

65

27

51






Analysed as:

 




Result from operating activities before acquisition related, reorganisation and other items

 

 

 

133

36

220

Acquisition related, reorganisation and other items

5

(68)

(9)

(169)

Result after acquisition related items

65

27

51

 





Financial cost


(80)

(73)

(155)

(Loss) before tax

 

(15)

(46)

(104)

 





Tax income

6

6

54

107

(Loss) / Profit for the period

 

(9)

8

3

 





Other comprehensive income net of tax:

 



Currency translation differences


(2)

(6)

(3)

Total comprehensive (loss) / income for period net of tax

 

(11)

2

-

 





Earnings per share (pence)

 




Basic

8

(0.05)

0.04

0.01

Diluted


(0.05)

0.04

0.01

 

 

 

 

 

 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION



 

 

As at 30 June 2024

As at 30 June 2023

As at 31 Dec 2023

 

Unaudited

Unaudited

Audited

ASSETS

£'000

£'000

£'000

Non-current assets

 

Goodwill

3,415

3,415

3,415

Intangible assets

2,700

2,886

2,822

Right of use assets

219

455

15

Property plant & equipment

19

27

20


6,353

6,783

6,272

Current assets

 

Trade and other receivables

493

635

559

Current tax receivable

-

134

-

Cash and cash equivalents

-

249

-


493

1,018

559

Total assets

6,846

7,801

6,831

 


EQUITY AND LIABILITIES

 

Equity

 

Share capital

983

983

983

Share premium

1,631

1,631

1,631

Merger reserve

365

365

365

Convertible loan reserve

14

14

14

Retained earnings

91

103

100

Share option reserve

57

76

57

Translation reserve

65

64

67

Total equity

3,206

3,236

3,217


Liabilities

 

Non current liabilities

 

Trade and other payables

169

206

170

Lease liabilities

3

448

3

Borrowings

700

1000

850

Deferred tax

236

226

244

Total non-current liabilities

1,108

1,880

1,267

Current liabilities

 


Trade and other payables

1,836

2,317

2,019

Lease liabilities

218

68

5

Borrowings

300

300

300

Current tax payable

6

-

4

Utilisation of bank facility

172

-

19

Total non-current liabilities

2,532

2,685

2,347

Total liabilities

3,640

4,565

3,614

Total liabilities and equity

6,846

7,801

6,831

 

The interim report was approved by the Board of directors and authorised for issue on 16 September 2024.  They were signed on its behalf by: 

 

JS Starr                                                IJ Mackin

 

 

 

 

 

CONSOLIDATED STATEMENT OF CASH FLOWS



 

 

As at 30 June

As at 31 December

 

2024

2023

2023

 

Unaudited

 Unaudited

Audited

 





 £'000

 £'000

 £'000

Operating Activities

 



(Loss) before tax

(9)

(46)

(104)

Adjustment for




  Financial cost

80

73

155

  Depreciation and amortisation

584

614

1,230

  Share option expense

-

11

(6)

  Lease termination

-

-

(77)

  Other including foreign exchange adjustments arising from operations

(2)

7

(8)

Operating cash flows before movements in working capital

653

659

1,206

 




Decrease / (Increase) in receivables

66

(27)

49

(Decrease) in payables

(184)

(59)

(393)

Net taxation (Paid) / repaid

(6)

(8)

201


 

 

 

Net cash generated from operating activities

529

565

1,063

 




Investing Activities

 



Purchases of property plant and equipment

(5)

(9)

(9)

Investment in development costs

(436)

(460)

(963)

Net cash used in investing activities

(441)

(469)

(972)

 

 



Financing Activities




Finance cost

(80)

(73)

(155)

Lease payments made

(11)

(44)

(77)

Bank loan repayments

(150)

(150)

(300)

Net cash generated from financing activities

(241)

(267)

(532)

 




Net change in cash and cash equivalents

(153)

(171)

(441)

Cash and cash equivalents at beginning of the period

(19)

433

433

Effect of foreign exchange rate changes

-

(13)

(11)





Cash and cash equivalents at end of period

(172)

249

(19)

 

 

 

 

 

 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY


 Share

 Share

 Merger

Retained

Convertible

 Share

 Foreign

 

 Total

 

capital

premium

Reserve

earnings

loan reserve

option

exchange

 



 £'000

 £'000

 £'000

 £'000

£'000

 £'000

 £'000

 

£'000

 










Balance at 31 December 2023

983

1,631

365

100

14

57

67

 

3,217

Comprehensive income

 









Loss for the 6 months ended 30 June 2024

 -

 -

 -

(9)

-

 -

 -


(9)

Other comprehensive income

 








-

Exchange differences on translation of overseas operations

 -

 -

 -

 -

-

 -

(2)


(2)

Total comprehensive profit

 -

 -

 -

(9)

-

-

(2)


(11)

Transactions with owners

 









Share option charge

 -

 -

 -

 -

-

-

 -


-











Balance at 30 June 2024

983

1,631

365

91

14

57

65

 

3,206

 










Balance at 31 December 2022

983

1,631

365

93

14

67

70

 

3,223

Comprehensive income

 









Profit for the 6 months ended 30 June 2023

 -

 -

 -

8

-

 -

 -


8

Other comprehensive income

 








-

Exchange differences on translation of overseas operations

 -

 -

 -

 -

-

 -

(6)


(6)

Total comprehensive profit

 -

 -

 -

8

-

-

(6)


2

Transactions with owners

 









Share option charge

 -

 -

 -

 2

-

9

 -


11











Balance at 30 June 2023

983

1,631

365

103

14

76

64

 

3,236

 

 

 

 

 

 

NOTES TO THE INTERIM

 NOTES TO THE UNAUDITED INTERIM REPORT

CONSOLIDATED STATEMENT OF

1.         Basis of Preparation

 

The financial information for the six months ended 30 June 2024 included in this condensed interim report comprises the consolidated statement of comprehensive income, the consolidated statement of financial position, the consolidated statement of cash flows, the consolidated statement of changes in equity and the related notes.

 

The financial information in these interim results is that of the holding company and all of its subsidiaries (the Group). It has been prepared in accordance with UK adopted international accounting standards but does not include all of the disclosures that would be required under International Financial Reporting Standards (IFRSs). The accounting policies applied by the Group in this financial information are the same as those applied by the Group in its financial statements for the year ended 31 December 2023 and are those which will form the basis of the 2024 financial statements.

 

The comparative financial information presented herein for the year ended 31 December 2023 does not constitute full statutory accounts for that period. The Group's annual report and accounts for the year ended 31 December 2023 have been delivered to the Registrar of Companies. The Group's independent auditor's report on those statutory accounts was unqualified, did not draw attention to any matters by way of emphasis, and did not contain a statement under 498(2) or 498(3) of the Companies Act 2006.

 

Going concern

 

The directors have continued to perform detailed forecasting on a regular basis taking into account current trading and expectations and cash balances and, having reflected upon these forecasts, the directors of the Company continue to adopt the going concern basis of accounting in preparing the financial statements.

 

Dillistone Group Plc is the Group's ultimate parent company.  It is a public listed company and is domiciled in the United Kingdom.  The address of its registered office and principal place of business is 9 Cedarwood, Crockford Lane, Chineham Business Park, Basingstoke, RG24 8WD.  Dillistone Group Plc's shares are listed on the Alternative Investment Market (AIM).

 

2.         Share Based Payments

 

The Company operates two share option schemes.  The fair value of the options granted under these schemes is recognised as an employee expense with a corresponding increase in equity.  The fair value is measured at grant date and spread over the period at the end of which the option holder may exercise the option.  The fair value of the options granted is measured using the Black-Scholes model.

 

3.           Reconciliation of adjusted operating profits to consolidated statement of comprehensive income 

 

6 months ended 30 June 2024 and 30 June 2023

 



Adjusted operating profits

Acquisition related items

 


Adjusted operating profits

Acquisition and reorganisation related items

 



30-Jun-2024

 2024*

30-Jun-2024

 

30-Jun-2023

 2023*

30-Jun-2023

 











£'000

£'000

 £'000

 

£'000

£'000

 £'000

 









Revenue

 

2,519

-

2,519


2,826

-

2,826










Cost of sales


(269)

-

(269)


(312)

-

(312)










Gross profit

 

2,250

-

2,250


2,514

-

2,514










Administrative expenses


(2,117)

(68)

(2,185)


(2,478)

(9)

(2,487)










Results from operating activities


133

(68)

65


36

(9)

27










Financial cost


(80)

-

(80)


(73)

-

(73)










(Loss) before tax

 

53

(68)

(15)


(37)

(9)

(46)










Tax (charge) / income


(7)

13

6


41

13

54










Profit / (loss) for the period

 

46

(55)

(9)


4

4

8










Other comprehensive income net of tax:

 







Currency translation differences


(2)

-

(2)


(6)

-

(6)










Total comprehensive (loss) / profit for the year net of tax

 

44

(55)

(11)

 

(2)

4

2

 

*  see accounts note 5

 

 

Earnings per share - from continuing activities

 

Basic

 

 

0.23p

 

(0.05p)

0.02p

0.04p

Diluted

 

 

0.23p

 

(0.05p)

0.02p

0.04p

 

 

 

Year Ended 31 December 2023



Adjusted operating profits

Acquisition and reorganisation related items

 



31 December

2023

 2023*

31 December 2023

 







£'000

£'000

 £'000

 





Revenue

 

5,595

-

5,595






Cost of sales


(601)

-

(601)






Gross profit

 

4,994

-

4,994






Administrative expenses


(4,774)

(169)

(4,943)






Results from operating activities (inc furlough)


220

(169)

51






Financial cost


(155)

-

(155)






(Loss) before tax

 

65

(169)

(104)






Tax income


81

26

107






(Loss) for the year

 

146

(143)

3






Other comprehensive income net of tax:

 




Currency translation differences


(3)

-

(3)






Total comprehensive (Loss) for the year net of tax

 

143

(143)

-

 

*  see accounts note 5

 

 

Earnings per share - from continuing activities

 

Basic

0.74p

0.01p

Diluted

0.74p

0.01p

 

4.         Segment reporting

 

 

Results

 

 

 


 

 

Year ended

 


6 months ended 30 June

31 Dec

 


2024

2023

2023

 


£'000

£'000

£'000

 





Results from operating activities

 

 

 

Ikiru People

112

15

156

 





 

Central

21

21

64

 





 

Reorganisation and other costs

-

-

(32)

 

Amortisation of acquisition intangibles and other one off costs or income

(68)

(9)

(137)

 

Result from operating activities

65

27

51

 

 

 

Geographical segments




The following table provides an analysis of the Group's revenues by geographical market.


 

 

Year ended

 


6 months ended 30 June

31 Dec

 


2024

2023

2023

 


£'000

£'000

£'000

 

UK

1,941

2,068

4,175

 

Europe

250

293

583

 

Americas

189

242

496

 

Australia

68

127

147

 

ROW

71

96

194

 


2,519

2,826

5,595

 





 

Business Segment

 

 

 

The following table provides an analysis of the Group's revenues by products and services.


 

 

Year ended

 


6 months ended 30 June

31 Dec

 


2024

2023

2023

 


£'000

£'000

£'000

 

Recurring

2,293

2,564

4,974

 

Non recurring

175

200

497

 

Third party revenues

51

62

124

 


2,519

2,826

5,595

 





 

'Recurring income' represents all income recognised over time, whereas 'Non-recurring income' represents all income recognised at a point in time.  Recurring income includes all support services, software as a service income (SaaS) and hosting income. Non-recurring income includes sales of new licenses, and income derived from installing those licenses including training, installation, and data translation.  Third party revenues arise from the sale of third party software.

 

Business Sector

 

The following table provides an analysis of the Group's revenues by market sector.


 

 

Year ended

 


6 months ended 30 June

31 Dec

 


2024

2023

2024

 


£'000

£'000

£'000

 

Contingent

1,620

1,703

3,460

 

Executive Search

899

1,123

2,135

 


2,519

2,826

5,595

 

 

 

5.         Acquisition related items and other one off costs


 

 

Year ended


6 months ended 30 June

31 Dec


2024

2023

2023


£'000

£'000

£'000

Reorganisation and other costs

-

-

168

Lease Termination

-

-

(77)

Grants received from overseas jurisdictions

-

(59)

(59)

Amortisation of acquisition intangibles

68

68

137









Total

68

9

169

 

 

6.         Tax


 

 

Year ended


6 months ended 30 June

31 Dec


2024

2023

2023


£'000

£'000

£'000





Current tax

(1)

(13)

(53)

Prior year adjustment - current tax

-

-

(72)

Deferred tax release

(9)

(28)

(6)

Prior year adjustment - deferred tax

17

-

56

Deferred tax rate change

-

-

(6)

Deferred tax re acquisition intangibles

(13)

(13)

(26)

Tax credit for the period

(6)

(54)

(107)

 

The tax charge is calculated for each jurisdiction based on the estimated position for the year.  Deferred tax has been provided at a rate of 25% (2023: 25%).

 

7.         Dividends

 

The Board has decided not to pay an interim dividend (2023: nil per share).

 

 

8.         Earnings per Share


 

 

Year ended


6 months ended 30 June

31 Dec


2024

2023

2023

 

 

 

 

Basic earnings per share

 

 

 

Profit / (Loss) attributable to ordinary shareholders

(£9,000)

£8,000

£3,000





Weighted average number of shares

19,668,021

19,668,021

19,668,021





Basic earnings / (loss) per share (pence)

(0.05)

0.04

0.01





 

 9.        Related party transactions

 

The Company has related party relationships with its subsidiaries, its directors, and other employees of the Company with management responsibility.  There were no transactions with these parties during the period outside the usual course of business. 

 

The Directors participated in the issue of convertible loan notes in 2017 which carry interest at 8.15% per annum payable quarterly in arrears. There were no transactions with any other related parties.

 

10.       Subsequent events

 

Following the end of the reporting period, the Group issued convertible loan notes to the value of £300,000 of which £230,000 was raised from Directors. Their holdings are as follows:

 

Giles Fearnley

£60,000

Jason Starr

£90,000

Ian Mackin

£30,000

Steven Hammond

£15,000

Paul Mather

£15,000

Simon Warburton

£15,000

Julie Pomeroy

£5,000

 

The Loan Notes carry an interest coupon of 9.85 per cent pa over their maximum term of 48 months, with a conversion price of 14.0 pence per new Dillistone ordinary share, representing a premium over the price at announcement of 55.6%.

 

11.       Cautionary statement

 

This Interim Report has been prepared solely to provide additional information to shareholders to assess the Company's strategies and the potential for these strategies to succeed. The Interim Report should not be relied on by any other party or for any other purpose. The Interim Report contains certain forward-looking statements with respect to the financial condition, results of operations and businesses of the Company. These statements are made in good faith based on the information available to them up to the time of their approval of this report. However, such statements should be treated with caution as they involve risk and uncertainty because they relate to events and depend upon circumstances that will occur in the future.  There are a number of factors that could cause actual results or developments to differ materially from those expressed or implied by these forward-looking statements.  The continuing uncertainty in global economic outlook inevitably increases the economic and business risks to which the Company is exposed. Nothing in this announcement should be construed as a profit forecast.

 

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