LEI: 254900WYO35S1T334A28

14 October 2022

AdvancedAdvT Limited

(the "Company")

Audited results for the year ended 30 June 2022

AdvancedAdvT Limited (LSE: ADVT) announces that it has published its audited results for the financial year ended 30 June 2022.

Highlights

•  Net assets of £121.6m at 30 June 2022 - Net Asset Value (NAV) of 91.3 pence per share

•  Cash of £104.2m at 30 June 2022

•  Investment in M&C Saatchi plc of 12m shares, representing a 9.82% interest

•  Prime position to execute on strategy in current economic climate with a disciplined and patient approach combined with a strong cash position

Chairperson's Report

2022 has seen a marked step up in our activities as we continued to focus on our objective to complete a business combination and generate attractive long-term returns for shareholders.  We are now seeing acquisition valuations falling against the macro-economic backdrop and are in a strong position with a pipeline of opportunities and £104m of cash to support our strategy. 

M&C Saatchi plc ("M&C")

We identified an opportunity to invest in an area of the market which had experienced and has the potential to deliver significant digital related growth and opportunity. An initial investment, purchasing 9.82% of the issued share capital of M&C, was followed up with an offer to acquire the remainder of M&C.

On 14 June 2022, the Company published a Final Offer for M&C. On 8 September 2022, the Company announced that acceptances of its Final Offer must be received by 30 September 2022 and despite some shareholder support we did not receive sufficient acceptances to reach the 90% acceptance condition and the Final Offer lapsed.

This was a disappointing outcome given the 42.5% support from M&C shareholders in our announcement on 17 May 2022. We believed the Final Offer was beneficial to all the Company's and M&C stakeholders, introducing new cash to fuel accelerated growth and investment.

As a significant shareholder in M&C, we will continue to assess all potential value creation opportunities for M&C.

The Market Opportunity

We aim to take advantage of the reduction in valuations and proactively seek opportunities to invest in businesses that are positioned to benefit from the structural changes arising from the acceleration of digitalisation and the macro environment.

Our searches and evaluations over the last 12 months resulted in unearthing other potential opportunities which proved sufficiently compelling to merit careful consideration and assessment. These were good businesses which we believed could have potentially met our objectives. However, we also note the importance of being highly selective of those opportunities and investing at the right valuation.

2022 has presented new challenges including the impact of the conflict in Ukraine, global inflation, disruptions to global supply chains, increasing interest rates, currency movements and general market volatility. Amidst this disruption and resulting lower levels of valuation, the Board will continue to apply a disciplined approach. We believe these new challenges and reduction in valuations will present new investment opportunities.

Despite the wide and varied challenges, digital adoption has remained strong. Consumers, businesses, and governments are dealing with increasing economic and geopolitical uncertainties but have maintained a strong focus on utilising technology to help businesses become more resilient, improve efficiency, and enhance decision making. The importance of digital technologies and solutions to provide productivity and competitive gains are as important as ever.

We continue to evaluate high-quality businesses in our pipeline against a common set of characteristics which we believe are essential to our strategy and best position a business to consistently generate long-term value. These include:

•   highly predictable revenue streams;

•   high customer retention;

•   products or services with high barriers to entry;

•   extensive growth opportunities;

•   significant free cash flow generation; and

•   well run businesses in fragmented industries with potential for consolidation.

We believe that our strong cash position, the current economic downturn combined with our disciplined and patient approach, will put us in a prime position to execute on our strategy.

Finally, I would like to take this opportunity to thank all my fellow shareholders for their continued support over this financial year. 

Vin Murria OBE
Chairperson

Enquiries:

A copy of the Annual Financial Report will shortly be available on both the 'Shareholder Documents' page of the Company's website at www.advancedadvt.com and https://data.fca.org.uk/#/nsm/nationalstoragemechanism

Strategy

The Company was formed to seek and identify situations where a merger of management expertise, improving operating performance, freeing up cashflow for investment and implementation of a focused investment and M&A strategy can unlock growth in their core markets and often into new territories and adjacent sectors.

The Company's objective is to generate attractive long-term returns for shareholders and to enhance value by supporting sustainable growth, acquisitions and performance improvements within the acquired companies.

Over the past quarter of a century companies across all sectors have increasingly adopted new digital technologies to optimise business engagements processes and operations. Implementing these new technologies has become central to driving cost efficiencies, delivering returns on investments and gaining a competitive advantage in a digital world. Sectors and businesses with the highest level of digitalisation display the largest productivity growth.

Despite the opportunities presented by digitalisation, pre-Covid-19 adoption of new digital strategies by businesses and consumers was in part restricted by the willingness of companies to invest in and adopt such technologies and offerings. The global restrictions caused by Covid-19 have helped to break down these barriers and forced businesses to become more agile which has considerably accelerated digitalisation. Despite businesses cutting costs because of the Covid-19 pandemic, spending on digital transformation has increased as organisations rapidly adapt their business models.

We believe there is significant opportunity to invest in companies that are positioned to take advantage of the structural change arising from an unprecedented acceleration of digitalisation brought about by the current macroeconomic environment, affecting the way people live, work and consume, and the way businesses operate, engage and sell to customers. Businesses providing digital, software and services enabling digitalisation will therefore be expected to maintain an increased demand for their products.

There may be significant competition for some or all of the acquisition opportunities that the Company may explore. Such competition may for example come from strategic buyers, sovereign wealth funds, special purpose acquisition companies and public and private investment funds, many of which are well established and have extensive experience in identifying and completing acquisitions. A number of these competitors may possess greater technical, financial, human and other resources than the Company. Therefore, the Company may identify an acquisition or investment opportunity in respect of which it incurs costs, for example through due diligence and/or financing, but may not be able to successfully conclude such opportunity with its own resources.

The management team have significant experience in the software and services sector having invested in and/or operated a range of high performing businesses. Management has successfully driven operational excellence within these businesses to deliver organic growth and has a track record of carrying out targeted accretive M&A in the software sector, having completed more than 85 bolt-on acquisitions.

Activity and Share Capital

On 5 January 2021, the Company acquired 12,000,000 ordinary shares of M&C at a price of £2.00 per share, representing a non-controlling interest of c.9.82 per cent. of the current issued share capital of M&C. The Company viewed this as a good investment opportunity and subsequently entered discussions with the board of M&C exploring the opportunity for a possible merger.

On 17 May 2022, under rule 2.7 of the Takeover Code, the company announced a firm offer for the share capital of M&C.

On 20 May 2022, a competitive offer, which at the time was recommended by the board of M&C, was made for the share capital of M&C by Next Fifteen Communications Plc ("NFC").

On 14 June 2022, the Company published its formal offer and prospectus in relation to the proposed acquisition of M&C.

On 17 June 2022, the board of M&C rescinded their recommendation of the NFC offer on the grounds of their falling share price and the implied value this offer represented.

On 8 September 2022, the Company published an acceleration statement in accordance with Rule 31.5 of the Takeover Code and announced that acceptances of the Company's Final Offer must be received by 1.00pm (London time) on the new Unconditional Date of 30 September 2022. 

Unfortunately, on 30 September 2022, the Company did not receive sufficient acceptances to reach the 90% acceptance condition and the Final Offer lapsed.

Outlook

We believe that the significant macroeconomic uncertainty and disruption across a number of industries is likely to result in accelerated structural change in certain sectors which will result in the emergence of a number of investment opportunities.

We also note the importance of being highly selective of those opportunities and will seek out situations whereby target businesses meet our set criteria and will help deliver against our objective. We continue to progress discussions in relation to potential target businesses.

Financial Performance

The Company's loss after taxation for the period to 30 June 2022 was £7,715,383 (2021: loss £2,546,025). The Company incurred administrative expenses, largely in respect of the M&C offer, during the year of £3,262,300 (2021: £2,552,079), other losses related to the fair value adjustment of our investment in M&C of £4,800,000 (2021: £nil), received interest of £346,917 (2021: £6,054) and at 30 June 2022 held a cash balance of £104,169,997 (2021: £129,244,447). After deducting costs accrued in respect of operating and transaction-related expenses, the net asset position was £121,657,829 (2021: £129,277,358), resulting in a Net Asset Value per share (NAV) of 91.3pence.

Dividend Policy

It is the Board's policy that prior to an acquisition, no dividends will be paid. The Company has not yet acquired a trading operation and we therefore consider it inappropriate to make a forecast of the likelihood of any future dividends. Following an acquisition, and subject to the availability of distributable reserves, dividends will be paid to shareholders when the Directors believe it is appropriate and commercially prudent to do so.

Statement of Going Concern

The Financial Statements have been prepared on a going concern basis, which assumes that the Company will continue to be able to meet its liabilities as they fall due for the foreseeable future. The Company had cash resources of £104,169,997 at 30 June 2022 and net assets of £121,657,829. We have considered the financial position of the Company and have reviewed forecasts and budgets for a period of at least 12 months following the approval of the Financial Statements.

Ongoing costs and expenses incurred in connection with seeking to identify acquisition opportunities (excluding any project specific costs incurred in pursuit of an acquisition opportunity) are estimated to be no more than £500,000 per annum. Subject to the structure of any potential transaction, the Company may need to raise additional funds for the acquisition in the form of equity and/or debt, which has not been factored into our going concern assessment as this will be dependent on the size and nature of the platform acquisition.

Furthermore, we have considered the expected impact of the Covid-19 pandemic and Ukraine conflict on the Company's forecast cashflows and liabilities, concluding that prior to completing a transaction, the pandemic and conflict has no material impact on the Company due to the nature of its operations. As a result, we have concluded that, at the date of approval of the Financial Statements, the Company has sufficient resources for the foreseeable future and can continue to execute its stated strategy. Accordingly, it is appropriate to adopt the going concern basis in the preparation of the Financial Statements.

Corporate Governance

As a company with a Standard Listing, the Company is not required to comply with the provisions of the UK Corporate Governance Code. Nevertheless, the Board is committed to maintaining high standards of corporate governance and will consider whether to voluntarily adopt and comply with the UK Corporate Governance Code as part of any acquisition, taking into account the Company's size and status at that time.

The Company currently complies with the following principles of the UK Corporate Governance Code:

•   The Company is led by an effective and entrepreneurial Board, whose role is to promote the long-term sustainable success of the Company, generating value for shareholders and contributing to wider society.

•   The Board ensures that it has the policies, processes, internal control framework, information, time and resources it needs to function effectively and efficiently.

•   The Board ensures that the necessary resources are in place for the company to meet its objectives and measure performance against them.

Given the size and nature of the Company, the Board has not established any committees and intends to make decisions as a whole. If the need should arise in the future, for example following any acquisition, the Board may set up committees as appropriate.

Consolidated Statement of Comprehensive Income 

The Company's activities derive from continuing operations.

Consolidated Statement of Financial Position

Consolidated Statement of Changes in Equity

Consolidated Statement of Cash Flows

Notes to the Consolidated Financial Statements

1.   SEGMENT INFORMATION

The Board of Directors is the Company's chief operating decision-maker. As the Company has not yet commenced trading, the Board of Directors considers the Company as a whole for the purposes of assessing performance and allocating resources, and therefore the Company has one reportable operating segment.

2.   ADMINISTRATIVE EXPENSES BY NATURE

The Company's independent auditor, Baker Tilly Channel Islands Limited, has fees amounting to £15,350 for the interim and final audit.

3.   TAXATION

The central management and control of the Company is exercised in the UK and accordingly the Company is treated as tax resident in the UK.

Reconciliation of effective rate and tax charge:  

As at 30 June 2022, cumulative tax losses available to carry forward against future trading profits were £4,917,508 subject to agreement with HM Revenue & Customs. Prior to an acquisition, there is no certainty as to future profits and no deferred tax asset is recognised in relation to these carried forward losses.

4.   LOSS PER ORDINARY SHARE

Basic EPS is calculated by dividing the profit or loss attributable to equity holders of a company by the weighted average number of ordinary shares in issue during the period. Diluted EPS is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares.

The Company has issued 700,000 warrants, each of which is convertible into one ordinary share. The Company made a loss in the current period, which would result in the warrants being anti-dilutive. Therefore, the warrants have not been included in the calculation of diluted earnings per share.

5.   INVESTMENTS

Principal subsidiary undertakings of the Company

The Company directly owns the whole of the issued ordinary share capital of its subsidiary undertaking. Details of the Company's subsidiary are presented below:

The registered office of MAC I (BVI) Limited Commerce House, Wickhams Cay 1, Road Town, Tortola, British Virgin Islands VG1110.

Financial assets of the Company

The Company directly owns equity investments for which the Company has not elected to recognise fair value gains and losses through Other Comprehensive Income.

There were no transfers between levels for fair value measurements during the year. The Company's policy is to recognise transfers into and out of fair value hierarchy levels as at the end of the reporting period.

a)     Level 1: The fair value of financial instruments traded in active markets (such as publicly traded derivatives, and equity securities) is based on quoted market prices at the end of the reporting period. The quoted market price used for financial assets held by the Company is the current bid price. These instruments are included in level 1.

b)    Level 2: The fair value of financial instruments that are not traded in an active market (e.g. over-the counter derivatives) is determined using valuation techniques that maximise the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.

c)     Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case for unlisted equity securities. During the year, the following gains/(losses) were recognised in profit or loss:

6.   CASH AND CASH EQUIVALENTS

Credit risk is managed on a Company basis. Credit risk arises from cash and cash equivalents and deposits with banks and financial institutions. For banks and financial institutions, only independently rated parties with a minimum short-term credit rating of P-1, as issued by Moody's, are accepted.

7.   FINANCIAL INSTRUMENTS AND ASSOCIATED RISKS

The Company has the following categories of financial instruments at the period end:

The Company has exposure to the following risks from its use of financial instruments:

•   Market risk;

•   Liquidity risk; and

•   Credit risk

This note presents information about the Company's exposure to each of the above risks and the Company's objectives, policies and processes for measuring and managing these risks.

The Company's risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company's activities.

Treasury activities are managed on a Company basis under policies and procedures approved and monitored by the Board. These are designed to reduce the financial risks faced by the Company which primarily relate to movements in interest rates.

Market risk

The Company's activities primarily expose it to the risk of changes in interest rates due to the significant cash balance held; however, any change in interest rates will not have a material effect on the Company. The Company's operations are predominately in GBP, its functional currency, and accordingly minimal translation exposures arise in receivables or payables.

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company's approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company's reputation. The Company currently meets all liabilities from cash reserves and the Directors believe this risk is adequately mitigated. 

Credit risk

Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. The main credit risk relates to the cash held with financial institutions. The Company manages its exposure to credit risk associated with its cash deposits by selecting counterparties with a high credit rating with which to carry out these transactions. The counterparty for these transactions is Barclays Bank plc, which holds a short-term credit rating of [P-1], as issued by Moody's. The Company's maximum exposure to credit risk is the carrying value of the cash on the Consolidated Statement of Financial Position reserves and the Directors believe this risk is adequately mitigated.

Capital management

The Board's policy is to maintain a strong capital base so as to maintain creditor and market confidence and to sustain future development of the business. Capital includes stated capital and all other equity reserves attributable to the equity holders of the Company and totals £121.7million as at 30 June 2022. The Directors actively monitor this. There were no changes in the Company's approach to capital management during the period and the Company's capital management policy will be revisited once an Acquisition has been identified.

8.   RELATED PARTY TRANSACTIONS

James Corsellis and Mark Brangstrup Watts are the managing partners of MIMLLP and Antoinette Vanderpuije, the Company Secretary is a partner of MIMLLP. MIMLLP manages MVI II Holdings I LP which is beneficially owned by MVI II.  MVI II Holdings I LP holds 15.41% of the Company's Ordinary Shares and 1 Sponsor Share.

James Corsellis, Mark Brangstrup Watts and Antoinette Vanderpuije have a beneficial interest in the Incentive Shares through their indirect interest in MLTI which owns 2,000 A2 ordinary shares in the capital of MAC I (BVI) Limited. 

James Corsellis and Mark Brangstrup Watts are the managing partners of Marwyn Capital LLP ("MCLLP"), and Antoinette Vanderpuije is also a partner. MCLLP provides corporate finance, company secretarial and managed service support to the Company.  The Company has incurred fees of £64,052 in respect of company secretarial and managed service support, of which £39,798 was outstanding at the balance sheet date. MCLLP was also engaged to provide corporate finance advice to the Company. On 18 March 2021, MCLLP and the Company entered into a side letter under which corporate finance services would be suspended, resulting in the fees being reduced from £10,000 per month to £nil effective on Admission. During the year the Company paid £nil for corporate finance services to MCLLP and £nil was outstanding at the balance sheet date. MCLLP incurred costs of £5,278, which it recharged the Company during the year.

9.   POST BALANCE SHEET EVENTS

On 14 June 2022, the Company published the Final Offer Document in respect of the Final Offer for the issued and to be issued share capital of M&C Saatchi not already owned by the Company. On 8 September 2022, the Company published an acceleration statement in accordance with Rule 31.5 of the Code and announced that acceptances of the Company's Final Offer must be received on the new Unconditional Date of 30 September 2022.  On 30 September 2022, the Company did not receive sufficient acceptances to meet the 90% acceptance condition and the Final Offer lapsed.