RNS Number : 6682U
Software Circle PLC
27 November 2023
 

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the UK Market Abuse Regulation. With the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.

 

27 November 2023

Software Circle plc

 ("Software Circle", "the Group" or "the Company")

 

Unaudited Interim Results for the period ended 30 September 2023

 

Financial highlights

 

Six months to

30 September

2023

Six months to

30 September

2022

Continuing operations

Revenue

£8.25m

£4.97m

EBITDA1

£1.61m

£(0.05)m

Adj EBITDA2

£1.01m

£(0.23)m

Cash flow from operations

£1.19m

£(0.39)m

EPS

(1.28)p

(0.42)p

Development Expenditure

£0.60m

£0.18m

Cash and Cash Equivalents

£18.71m

£5.01m

Net Cash / (Debt)

£6.66m

£(3.28)m

 

Earnings before interest, tax, depreciation and amortisation

EBITDA before R&D capitalisation

 

Operational highlights

 

?              Fundraise of £23.4m completed to drive our acquisition strategy

?              Revenue increased by £3.28m, a 66% increase         

?              Positive adj EBITDA of £1.01m, 12% of revenue

?              Newly acquired businesses fully onboarded

?              12% organic growth achieved across our acquisitions

 

For further information:

 

Software Circle plc           

Gavin Cockerill (CEO)                                                                                        07968 510 662

               

Allenby Capital Limited (Nominated Adviser and broker)                          0203 328 5656

David Hart / Piers Shimwell (Corporate Finance)        

Stefano Aquilino / Joscelin Pinnington (Sales and Corporate Broking)  

 



 

Interim Statement

Our first Interim report as Software Circle plc shows that we have made further progress. As we announced on 17 October 2023, we've changed the name of the Group to better reflect who we are today and who we want to become. You can read more about that and see our new look on the website www.softwarecircle.com. We kept the logo similar, so it's easier to change our Grafenia tattoos.

 

Currently we are home to a stable of five software business units across multiple sectors (including Nettl Systems). Our portfolio of businesses operate within the following sectors: Graphics and Ecommerce, Finance, Property and Care Management. Four of these were acquired during the latter stages of the previous financial year. Having been successfully onboarded, we are now seeing the benefits as they contribute to profitability. We thank all of our teams for their continued efforts and hard work.

 

Our aspiration is to become serial acquirers of Vertical Market Software businesses. To that end, we still have much work to do. Though we have most definitely achieved 'Phase 1' success and we are looking forward to what's to come.

 

For the year so far, our focus has been on onboarding our newly acquired businesses and welcoming the talented people that run them. Helping to implement the business systems and processes that we think can drive organic growth in each of our operating units. Benchmarking key performance metrics, providing focus, structure and know-how around operational best practice. We're seeing some encouraging results from that activity.

 

In addition, we've been preparing the business to scale. As we look to bring further acquisitions into the group, it's vital that we can operate with the same efficiency and effectiveness as we do now. Our focus for 'Phase 2'.

 

Trading Results and Cash from Continuing Operations

With our newly acquired businesses contributing in full for the interim period, revenue from continuing operations rose to £8.25m (2022: £4.97m) an increase of 66%.

 

Gross profit rose to £5.07m (2022: £2.02m) and our gross margin percentage increased to 61.4% (2022: 40.7%). As the profile of our business changes, so do our profit margins. More of our revenue now comes from recurring revenues for licence fees and services. As this continues to grow, the lower margin product-led revenues become a smaller part of the overall group. We would therefore expect the trend towards increasing gross margin percentage to continue as we acquire more Vertical Market Software businesses.

 

As a result of the four acquisitions made, our total operating costs increased, with staff costs of £2.46m (2022: £1.18m) and total other operating charges increasing to £0.94m (2022: £0.85m). Those additional costs came with additional revenues. Therefore, our EBITDA increased to a profit of £1.61m (2022: loss £0.05m). Our operating loss from continuing operations of £0.17m (2022: loss of £0.49m) is impacted by £1.65m (2022: £0.33m) of non-cash amortisation charges on intangible assets, the increase being driven by our acquisitions. Profitability has been further impacted by an impairment of £1.42m against the amount receivable from Rymack Sign Solutions Limited following the sale of Works Manchester Limited in May 2022. Despite ongoing discussions, in the absence of a resolution to date, confidence in receiving payment in full has been further reduced. This has led to a pre-tax loss of £1.88m (2022: £0.54m).

 

At 30 September 2023, the Company had cash of £18.71m (2022: £5.01m) and debt of £12.05m (2022: £8.29m). The increase in cash and reduction in debt from 31 March balances of £1.99m cash and £18.72m debt follows the issue of additional share capital in September, raising £23.15m after issue costs. £6.61m was subsequently used to repurchase certain of the Company's bonds with a nominal value of £7.50m, including the accrued interest.

 

Our operating activities generated £1.19m of cash (2022: utilised £0.29m) as our newly acquired business units contributed for the full interim period.

 

Capital expenditure was £0.60m (2022: £0.18m). Almost all of this amount was invested in the ongoing development of our platforms which underpin operations and ongoing revenue streams across our business units.

 

Trading Review

£3.75m of revenue was generated by our four acquisitions and collectively, they are growing organically and tracking ahead of valuation expectations. On current trajectory, overall EBITDA would be 15% ahead of our valuation expectations, increasing the return on capital employed from 16% to 19%, including deal costs.

 

Those improvements have been driven by increased topline performance and efficiencies through the addition of business processes and systems, leading to a reduced cost base. We've improved the sales performance of most of our business units versus like-for-like performance last year. Organic growth across our four acquisitions was 12% versus the same period in the previous year.  The highest being 16% the lowest being 6%.

 

Non recurring revenues from our Graphics and Ecommerce division, have however been affected by a reduction in business confidence. £4.50m (2022: £4.97m) of total revenue was generated by our Nettl Systems business. A 9.5% decrease of £0.47m. The nature of the product revenue that the platform generates makes it more susceptible to the macroeconomic environment. The drop in revenue has been driven primarily by a downturn in products our partners buy at wholesale prices - like signage, printing and promo goods. Sales of outdoor event materials during June - August, were particularly hard hit.

 

However, the reduction in product revenue through the platform today, given the sale of Works Manchester, has a lesser impact on Nettl System's overall profitability, when compared to prior periods. Recurring licence fees and subscription revenue for the Nettl systems platform and services like SEO, Websites, Hosting and Social Media remain in line with expectations.

 

As a group we continue to drive an increase in revenues that are recurring in nature, now contributing 60% of the Group's total revenue. The vast majority of revenue streams in businesses we look to acquire are recurring and therefore, as we add more to the Group, that percentage is likely to increase further. 

 

 

Outlook

Although the dip in revenue from our Nettl Systems business slightly dents our revenue run-rate, overall, trading and profitability remains in line with management expectations.

 

Our search for vertical market software businesses continues as we look to quickly, but effectively, deploy the funds from our recent fundraise on acquisitions that meet our criteria. In that regard, our deal flow continues to look healthy. We currently are in exclusive discussions with acquisition targets with a collective turnover of approximately £3.6m and an adjusted EBITDA of £1.2m. These are progressing through the due diligence process. We will continue to update the market as our acquisition strategy progresses.

 

                                                                                                                               

 

 

 

Jan Mohr                                               Gavin Cockerill

Chairman                                              Chief Executive Officer

27 November 2023


Unaudited Interim Results for the period ended 30 September 2023

Consolidated Statement of Comprehensive Income

for the six months ended 30 September 2023

 

 


Unaudited

Unaudited

Unaudited

Unaudited

Audited

Audited

Audited

 

Note

 

Six months to

30 September

2023

Six months to

30 September

2022

Six months to

30 September

2022

Six months to

30 September

2022

Year ended

31 March

2023

Year ended

31 March

2023

Year ended

31 March

2023



£000

£000

£000

£000

£000

£000

£000



Total

Continuing operation

Discontinued operation

Total

Continuing operation

Discontinued operation

Total

Revenue

3

8,247

4,969

870

5,839

11,677

870

12,547

Raw materials and consumables used


(3,181)

(2,946)

(235)

(3,181)

(5,927)

(235)

(6,162)

Gross profit


5,066

2,023

635

2,658

5,750

635

6,385

Staff costs


(2,460)

(1,179)

(417)

(3,471)

(417)

(3,888)

Doubtful debt expense


(54)

(49)                

(10)

(59)

(68)

(10)

(78)

Other operating charges


(941)

(848)

(155)

(1,003)

(1,806)

(155)

(1,961)

Earnings before interest, tax depreciation and amortisation

 

 

1,611

(53)

53

-

405

53

458

Depreciation and amortisation

6

(1,784)

(440)

-

(440)

(1,556)

-

(1,556)

Operating loss


(173)

(493)

53

(440)

(1,151)

53

(1,098)

 


 







Impairment of assets

7

(1,419)

-

-

-

(805)

-

(805)



 







Financial income


74

54

-

54

135

-

135

Financial expenses

4

(979)

(96)

(21)

(117)

(830)

(21)

(851)

Value adjustment on bond settlement

10

622

-

-

-

-

-

-

Net financing expense


(283)

(42)

(21)

(63)

(695)

(21)

(716)



 







Loss before tax

 

(1,875)

(535)

32

(503)

(2,651)

32

(2,619)

Taxation

 

292

51

-

51

1,243

-

1,243

Loss for the period


(1,583)

(484)

32

(452)

         (1,408)

32

(1,376)

Re-measurement to fair value on discontinued operations

 

 

 

-

 

-

 

(235)

 

(235)

 

 -

 

 (235)

 

 (235)

Total comprehensive loss for the period


(1,583)

(484)

(203)

(687)

(1,408)

(203)

(1,611)

Earnings per share

5

(1.28)p

(0.42)p

(0.18)p

(0.60)p

(1.23)p

(0.18)p

(1.41)p


Consolidated Statement of Financial Position

at 30 September 2023


 

Note

 Unaudited

30 September 2023

 Unaudited

30 September 2022

Audited

31 March

2023

 

 

£000

£000

£000

Non-current assets

 

 



Property, plant and equipment

 

1,266

972

1,384

Intangible assets

6

15,217

1,233

16,266

Deferred consideration receivable

7

-

1,804

-

Total non-current assets

 

16,483

4,009

17,650

 

 

 



Current assets

 

 



Inventories

 

28

26

31

Trade and other receivables

8

2,320

1,329

2,137

Deferred consideration receivable

7

350

618

1,698

Prepayments

 

153

106

110

Cash and cash equivalents

 

18,707

5,008

1,994

Total current assets

 

21,558

7,087

5,970

 

 

 


 

Total assets

 

38,041

11,096

23,620


 

 



Current liabilities

 

 





 



Trade and other payables

9

1,605

1,012

1,817

Deferred income

9

223

-

186

Other interest-bearing loans and borrowings

10

4,247

386

 3,879

Total current liabilities


6,075

1,398

5,882



 



Non-current liabilities


 



Other interest-bearing loans and borrowings

10

7,798

7,900

14,837

Deferred tax liabilities


1,681

-

1,973

Total non-current liabilities


9,479

7,900

16,810

Total liabilities


15,554

9,298

22,692



 



Net assets


22,487

1,798

928



 



Equity


 



Share capital

11

3,901

1,145

1,145

Share premium

11

28,255

7,866

7,866

Merger reserve


838

838

838

Retained earnings


(10,709)

(8,202)

(9,126)

Translation reserve


114

63

117

Share based payment reserve


88

88

88

Total equity


22,487

1,798

928



Consolidated Statement of Changes in Shareholders Equity

for the six months ended 30 September 2023

 

 

Share

Capital

Share Premium

Merger

Reserve

Retained

earnings

Share based payment reserve

Translation reserve

 

Total

 

£000

£000

£000

£000

£000

£000

£000

 

 

 

 

 

 

 

 

Opening shareholders' funds at 1 April 2022

1,145

7,866

838

(7,515)

88

66

2,488

Loss and total comprehensive income for the period from continuing operation

-

-

-

(484)

-

-

(484)

Loss and total comprehensive income for the period from discontinued operation

-

-

-

(203)

-

-

(203)

Share option reserve

-

-

-

-

-

(3)

(3)









Closing shareholders' funds at 30 September 2022

1,145

7,866

838

(8,202)

88

63

1,798









Loss and total comprehensive income for the period

-

-

-

(924)

-

-

(924)

Retranslation of net assets of overseas subsidiaries

-

-

-

-

-

54

54









Closing shareholders' funds at 31 March 2023

1,145

7,866

838

(9,126)

88

117

928

 

Loss and total comprehensive income for the period

 

-

 

-

 

-

 

(1,583)

 

-

 

-

 

(1,583)

Retranslation of net assets of overseas subsidiaries

-

-

-

-

-

(3)

(3)

Shares issued in the period

2,756

20,669

-

-

-

-

23,425

Costs associated with shares issued

-

(280)

-

-

-

-

(280)

 

 

 

 

 

 

 

 

Closing shareholders' funds at 30 September 2023

3,901

28,255

838

(10,709)

88

114

22,487









 

 



 

Consolidated Statement of Cash Flows

for the six months ended 30 September 2023


 

Unaudited

Unaudited

Audited


 

Half year

 2023

Half year

 2022

Full year

 2023


Note

£000

£000

£000

Cash flows from operating activities

 

 



Loss for the period


(1,583)

(484)

(1,408)

Adjustments for:


 



Depreciation, amortisation and impairment

6

1,784

440

1,556

Loss on disposal of plant and equipment


(15)

-

4

Net finance expense


283

42

695

Bad debt expense


54

49

68

Foreign exchange loss


(12)

-

51

Tax income


(292)

(51)

(1,243)

Impairment of consideration receivables

7

1,419

-

805

Operating cash flow before changes in working capital and provisions


1,638

(4)

528

Change in trade and other receivables


(280)

149

19

Change in inventories


3

3

(2)

Change in trade and other payables


(175)

(519)

(413)

Cash generated/ (utilised) by operations


1,186

(371)

132

Interest paid


5

2

5

R&D tax (paid)/received


-

(21)

67

Net cash inflow / (outflow) from operating activities from continuing operation


1,191

(390)

204

Net cash inflow from operating activities from discontinued operation


-

104

104

Net cash inflow / (outflow) from operating activities


1,191

(286)

308

Cash flows from investing activities


 



Proceeds from sale of subsidiary


-

100

100

Acquisition of plant and equipment


(22)

(2)

(60)

Disposal of plant and equipment


16

-

1

Capitalised development expenditure

6

(596)

(175)

(390)

Payment of deferred consideration


(182)



Acquisition of subsidiaries net of cash


-

-

(8,367)

Net cash used in investing activities from continuing operation


(784)

(77)

(8,716)

Net cash used in investing activities from discontinued operation


-

-

-

Net cash used in investing activities


(784)

(77)

(8,716)

Cash flows from financing activities


 



Proceed from share issue

11

23,425

-

-

Costs associated with share issued


(280)

-

-

Proceeds from loans


-

4,250

9,520

Repayment of loans

10

(6,655)

(150)

(305)

Interest payment of loan


(84)



Capital payment of lease liabilities


(66)

(56)

(117)

Interest payment of lease liabilities


(33)

(31)

(63)

Net cash inflow from financing activities from continuing operation


16,307

4,013

9,035

Net cash outflow from financing activities from discontinued operation


-

(95)

(95)

Net cash inflow from financing activities


16,307

3,918

8,940

Net increase in cash and cash equivalents from continuing operations


16,714

3,546

523

Exchange difference on cash and cash equivalents


(1)

(9)

-

Net increase in cash and cash equivalents from discontinued operations


-

9

9

Cash and cash equivalents at start of period


1,994

1,462

1,462

Cash and cash equivalents at end of period


18,707

5,008

1,994

 

 

 



 

Notes

(forming part of the interim financial statements)

1        Basis of preparation

Software Circle plc (Previously known as Grafenia plc) (the "Company") is a company incorporated and domiciled in the UK.

 

These financial statements do not include all information required for full annual financial statements and should be read in conjunction with the financial statements of the Company as at and for the year ended 31 March 2023. Those accounts have been reported on by the Company's auditors and delivered to the Registrar of Companies.  The report of the auditors was: (i) unqualified; (ii) did not include a reference to any matters to which the auditors drew attention by way of emphasis without qualifying their report; and (iii) did not contain a statement under section 498 (2) or (3) of the Companies Act 2006.

 

These interim financial statements are prepared on the same basis as the financial statements for the year ended 31 March 2023, in which our full set of accounting policies, including critical judgements and key sources of estimation uncertainty, can be found.

 

The Directors review a two-year forecast when approving the interim financial statements to ensure that adequate cash resources are in operational existence to support trading for the foreseeable future.  

 

These condensed consolidated interim financial statements were approved by the Board of Directors on 24 November 2023.  

2        Significant accounting policies

The accounting policies applied by the Company in these condensed consolidated interim financial statements are the same as those applied by the Company in its consolidated financial statements for the year ended 31 March 2023.

3        Segmental information

As discussed in the latest consolidated financial statements for the year ended 31 March 2023, following the change in strategy of the Group the format of the segmental reporting has been updated.

This disclosure correlates with the information which is presented to the Board, which reviews revenue and EBITDA by segment. The Group's costs, finance income, tax charges, non-current liabilities, net assets and capital expenditure are only reviewed by the Board at a consolidated level and therefore have not been allocated between segments in the analysis below.

 

Analysis by location of revenue

 

UK & Ireland

£000

 

Europe

£000

 

Other

£000

 

Total

£000

Six months ended 30 September 2023

7,981

64

202

8,247

Six months ended 30 September 2022

5,653

103

83

5,839

Year ended 31 March 2023

11,845

284

418

12,547

Revenue generated outside the UK is attributable to partners in Belgium, France, Ireland, New Zealand, the Netherlands and the USA. No single customer provided the Group with over 2% of its revenue.

 

DISAGGREGATION OF REVENUE AND EBITDA

The disaggregation of revenue from contracts with customers is as follows:

 

Year ended 30 September 2023

Graphics &

Ecommerce

£000

Professional

Services

£000

Healthcare

£000

Property

£000

Discontinued Operation

£000

Total

£000

Licence and subscription revenue

1,753

634

1,295

756

-

4,438

Product and service revenue

3,705

82

20

2

-

3,809

Total Revenue

5,458

716

1,315

758

-

8,247

Divisional contribution

787

426

400

499

-

2,112

Central Overhead






(501)

EBITDA






1,611

 

Graphics &

Ecommerce

£000

Professional

Services

£000

Healthcare

£000

Property

£000

Discontinued Operation

£000

Total

£000

Licence and subscription revenue

1,074

-

-

-

-

1,074

Product and service revenue

3,895

-

-

-

870

4,765

Total Revenue

4,969

-

-

-

870

5,839

456

-

-

-

53

509






(509)






-

 

 

4          Finance expense

 

 

 

 

Unaudited

Half year

 2023

£000

Unaudited

Half year

 2022

£000

Audited

Full year

 2023

£000

Lease interest

33

55

83

Bearer bond interest

744

85

644

Loan interest

19

30

6

Foreign exchange gains / (losses)

10

(53)

13

Unwinding of discount on deferred consideration

173

-

105

Total finance expense

979

117

851

Total finance expense attributable to continuing operation

979

96

830

Total finance expense attributable to discontinued operation

-

21

21

 

 



 

 

5          Earnings per share

The calculations of earnings per share are based on the following profits and numbers of shares:

 


Unaudited

Six months to 30 September

 2023

Unaudited

Six months to 30 September

2022

Audited

Year ended 31 March

2023

 

£000

£000

£000

Loss for the period from continuing operations

(1,583)

(484)

(1,408)

Loss for the period from discontinued operations

-

(203)

(203)

Total loss after taxation for the financial year

(1,583)

(687)

(1,611)

 

 


 

Weighted average number of shares in issue

123,605,283

114,490,828

114,490,828

Basic earnings per share

(1.28)p

(0.60)p

(1.41)p

Basic earnings per share from continuing operation

(1.28)p

(0.42)p

(1.23)p

Basic earnings per share from discontinued operation

-

(0.18)p

(0.18)p

 

Share options had no dilutive effect on the weighted average number of shares and therefore no diluted earnings per share have been stated.

 

6          Intangible assets


Domains

& brand

Software

Development

costs

Customer

Lists

Technology

Goodwill

Other

Total


£000

£000

£000

£000

£0000

£000

£000

£000

 

Cost









Balance at 30 September 2022

363

4,544

5,178

675

-

138

162

11,060

Additions - internally developed

-

-

215

-

-

-

-

215

Addition through subsidiary acquisition

-

-

-

4,517

10,792

497

-

15,806

Balance at 31 March 2023

363

4,544

5,393

5,192

10,792

635

162

27,081

Additions - internally developed

-

-

596

-

-

-

-

596

Balance at 30 September 2023

363

4,544

5,989

5,192

10,792

635

162

27,677

 

Amortisation and impairment

 









Balance at 30 September 2022

348

4,418

4,294

623

-

12

132

9,827

Amortisation

1

65

219

120

583

-

-

988

Balance at 31 March 2023

349

4,483

4,513

743

583

12

132

10,815

Amortisation

1

36

223

243

1,140

-

2

1,645

Balance at 30 September 2023

 

350

 

4,519

 

4,736

 

986

 

1,723

 

12

 

134

 

12,460

 

Net book value

At 30 September 2022

 

 

15

 

 

126

 

 

884

 

 

52

 

 

-

 

 

126

 

 

30

 

 

1,233

At 31 March 2023

14

61

880

4,449

10,209

623

30

16,266

At 30 September 2023

13

25

1,253

4,206

9,069

623

28

15,217

 

7          Deferred consideration receivable

 

 

 

 

 

Unaudited

Half year

 2023

£000

Unaudited

Half year

 2022

£000

Audited

Full year

 2023

£000

Receivable within one year


350

618

1,698

Receivable after one year


-

1,804

-

Total deferred consideration receivable


350

2,422

1,698

 

Consideration is receivable from Rymack Sign Solutions Limited following the sale of Works Manchester Limited on 31 May 2022. The total outstanding consideration is £2,809,973. The carrying value of £350,000 is net of a further impairment of £1,419,000. An initial impairment of £805,000 was initially recognised in the financial statements for the year ended 31 March 2023 as a result of a missed instalment on 31 May 2023. Despite ongoing discussions, in the absence of a resolution to date, confidence in receiving payment in full has been further reduced.

8        Trade and other receivables

 


Unaudited

           Half year                        2023                        £000

Unaudited

             Half year                        2022                        £000

Audited

Full year

 2023

£000

Trade receivables

2,970

2,181

2,799

Less provision for trade receivables

(1,103)

(1,031)

(1,153)

Trade receivables net

1,867

1,150

1,646

Total financial assets other than cash and cash equivalents classified at amortised cost

1,867

1,150

1,646


 



Corporation tax

193

72

155

Other receivables

260

107

336

Total Other receivables

453

179

491

Total trade and other receivables

2,320

1,329

2,137

9        Trade and other payables

 

 

Current liabilities

Unaudited

           Half year                        2023                        £000

Unaudited

             Half year                        2022                        £000

Audited

Full year

 2023

£000

Trade payables

443

686

700

Accruals

320

183

428

Other liabilities

842

143

689

Total financial liabilities, excluding 'non-current' loans and borrowings classified as financial liabilities measured at amortised cost

 

1,605

 

1,012

 

1,817

Deferred Income

223

-

186

Total trade and other payables

1,828

1,012

2,003





10      Borrowings

 

 

 

Current liabilities

 

Unaudited

Half year

 2023

£000

Unaudited

Half year

 2022

£000

Audited

Full year

 2023

£000

Lease liabilities


138

116

120

Loans


315

270

279

Deferred and contingent consideration


3,794

-

3,480



4,247

386

3,879

 

Non-current liabilities


 



Lease liabilities


867

830

951

Loans


177

465

324

Bearer bonds


5,894

6,605

12,381

Deferred and contingent consideration


860

-

1,181



7,798

7,900

14,837

 

On 26 September 2023 the Company repurchased Bearer Bonds with a nominal value of £7.50m for £6.53m plus accrued interest of £0.08m. The carrying value at the date of repurchase was £7.23m, resulting in a value adjustment on bond settlement of £0.62m.

 

11        Share capital and share premium

 

 

 

Number of shares

 

Share Capital

£000

Share premium

£000

Opening balance 1 October 2022


114,490,828

1,145

7,866

Share issue in the period


-

-

-

Balance on 31 March 2023


114,490,828

1,145

7,866

Share issue in the period


 275,592,478

2,756

20,669

Transaction costs arising on share issue


-

-

(280)

Balance on 30 September 2023


390,083,306

3,901

28,255

 

The company issued 154,705,874 shares on 20 September 2023 and 120,886,604 on 29 September 2023 with a nominal value of £0.01 each at an issue price of £0.085, raising a total of £23.15m after issue costs of £0.28m.

 

 

12        Dividend

 

The Directors are not declaring an Interim Dividend (2022: Nil).

 

 

13        Related Party Transactions

 

On 29 August 2023 the Company announced a fundraising to raise a total of up to approximately £27.9 million (before expenses), comprising a conditional placing and subscription, supported by new and existing investors, and a conditional open offer to qualifying shareholders at 8.5p per share.

 

As announced on 29 August 2023 Investmentaktiengesellschaft für Langfristige Investoren TGV and Value Focus Beteilgungs GmbH, substantial shareholders in the Company, subscribed for 79,411,764 ordinary shares and 76,470,588 ordinary shares respectively, which constitute related party transactions under the AIM Rules. Matthias Riechert, a director of the Company, subscribed for 2,352,940 ordinary shares. Chapters Group AG, a company in which Jan-Hendrik Mohr, Chairman of Software Circle plc, acts as CEO, subscribed for 23,529,410 ordinary shares.

 

On 29 September 2023, the following directors purchased shares in the Company at a price of 8.5p each as part of the open offer to existing shareholders:


Number of shares

Gavin Cockerill

46,259

Richard Lightfoot

467,646

Simon Barrell

42,678

Conrad Bona

1,294,118

 

 

On 26 September 2023 the Company repurchased Bearer Bonds with nominal value of £2,300,000 from Chapters Group AG for £2,001,000 plus accrued interest of £25,639. The terms for repurchase offered were equal to those offered to all other bond holders.

 

 

 

 

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