IME.L Regulatory News (IME)

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED UNDER THE UK VERSION OF THE MARKET ABUSE REGULATION NO 596/2014 WHICH IS PART OF ENGLISH LAW BY VIRTUE OF THE EUROPEAN (WITHDRAWAL) ACT 2018, AS AMENDED. ON PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INFORMATION IS CONSIDERED TO BE IN THE PUBLIC DOMAIN.

Thursday, 13 May 2021

Immedia Group Plc

("Immedia" or "the Group" or "the Company")

multi-media content and digital solutions provider to global businesses

2020 Preliminary Results

Immedia Group Plc (AIM: IME) today announces its preliminary results for the year ended 31 December 2020. 

Immedia Group Plc

Preliminary results for the year ended 31 December 2020

Statement by the Chairman, Tim Hipperson

2020 was a year that presented many challenges to our Immedia Broadcast Limited business, and my statement will cover how it addressed those challenges as they arose, but I must also express my excitement to be working towards the possible acquisition of Sprift Technologies Limited, a property tech business, which we believe will be transformational for Immedia Group plc shareholders. The proposed acquisition remains at an early stage and further developments will be announced as appropriate.

In a year that presented truly exceptional challenges, the Group reacted swiftly to address the immediate issues arising from the Covid-19 pandemic, and subsequently prepared meticulously to meet its new objectives in an uncertain economic climate.

Whilst the economic impact of the pandemic has hit the Group and its clients hard, the Group has made significant reductions to its cost base and increased integration across its sites that allow it to better pursue its objectives in 2021 and beyond.

We can look back with pride on the way our team responded to the trials of the pandemic; the talent and commitment of all the team members at Immedia mean that the Group can now position itself for the future on a stable footing. I would like to thank every one of them.

Current Trading, Prospects and Post Balance Sheet Events

Immedia Group

Since year end, the Group raised further gross proceeds of £3.0 million via the placing of 10,400,000 new Ordinary Shares at £0.25 per share and a subscription for 1,600,000 new Ordinary Shares at £0.25 per share. These proceeds will both provide a working capital buffer and make available resources for the Group's buy and build strategy as set out above.

The possible acquisition of Sprift Technologies by the Company would transform the Group into a property tech business, with the likely divestment of the Group's current trading company (Immedia Broadcast Ltd trading as AVC Immedia).

Sprift is a young business in the sector, but is a leader in the next wave of property technology that is projected to deliver significant short and medium-term growth across both the business and consumer marketplace.

Immedia Broadcast Limited

Like the majority of UK businesses, the Immedia Broadcast Limited business has been substantially affected by the Covid-19 pandemic, as explained in the trading updates of 6 April and 18 June 2020. Management have taken all necessary steps to manage costs and ensure the stability of the Immedia Broadcast Limited business.

Current trading remains considerably affected by the Covid-19 outbreak. It is difficult to give authoritative guidance on the 2021 outturn but we expect the uncertain future to present significant opportunities as well as new challenges.

Our overall objective remains to deliver sustained growth and value to all our stakeholders.

Review by the Chief Executive, Ross Penney

THE BUSINESS

2020 began in confident and upbeat fashion as we outperformed the prior year in January and February. Then the pandemic struck and life changed for us all. I am extremely proud of the way the entire team rose to the occasion in transitioning seamlessly from office to home working. I would also like to thank our major clients for agreeing retainer payments which helped cushion the blows of retail closures and delayed or cancelled project work.

2020 was a year of huge change both in the country and in the business. We bade farewell to Immedia founder Bruno Brookes, for whom the description "legendary" seems inadequate. I learned a lot from Bruno in many years working with him and would like to wish him every success in his current endeavours.

We restructured the management team and our processes to deliver even greater cohesion and focus to our clients, and to control our cost base more tightly. Key was an initiative known as "brilliant at the basics" which implemented and reinforced high standards in the fundamentals- communication, information storage and retrieval, project time management and much more.

No less important was a programme of cultural change, reflecting an empowering and people focused environment intended to motivate and support our team members to the highest levels. We are confident that the results of the many changes made in the business in 2020 will bear fruit in the short to medium term.

A common theme for this report is "despite Covid-19" and the following section is very much in that vein. The year brought customer service achievements to celebrate. At the start of 2020, Nationwide Live was focused on entertaining the society's customers when they were in a branch environment. By the end of the year, it had morphed into a radio station that connected up both their customers and their tens of thousands of staff who were working from home. We pivoted the in-branch content to carry important information and some much needed entertainment.

While working at breakneck speed to change Nationwide Live we were also working with our other clients to make sure their services were right for the times. We produced scores of social distancing messages in multiple languages as Health and Safety became the top priority. With rules changing often in Europe it's a testament to our tech and our teams that we were able to reflect changes almost instantly.

Our project business too showed promising activity even in difficult circumstances, with excellent work undertaken for Shell, Weir Oil and Gas, JFD Global, Fugro, Visit Aberdeenshire and Deep Green amongst others.

An objective for the business in 2021 and beyond is to become a dynamic marketer of our products and services; I am delighted that our marketing team under Sophie Gellender has transformed our social media and website presence.

RESULTS

Unsurprisingly given the effect of the Covid pandemic, the business saw a drop in revenues in 2020 to £2,310,872 (2019: £4,020,443). Despite this, the business reduced the loss before tax for the period to £733,181 (2019: loss of £991,461). This reflects a successful cost restructuring exercise, which will leave the Group well placed for the post-Covid era.

The total comprehensive loss was £690,581 (2019: £1,017,560), reflecting an increase in the carrying value of £42,600 in our strategic investment in the AIM-quoted spoken word audio platform Audioboom Group PLC (AIM: BOOM).

The EBITDA trading loss was £504,510 (2019: loss of £699,583).

FUTURE PROSPECTS

The future is uncertain in the wake of the Covid pandemic, but we anticipate that the benefits of the improved processes, cultural transformation, sales and marketing resource, tighter cost base and strengthened balance sheet mean that Immedia Broadcast Limited trading as AVC Immedia is well placed to take on new challenges, and to capitalise on opportunities as they arise.

As announced on 26 March 2021, Immedia Group plc is pursuing the acquisition of Sprift Technologies Limited, which would transform the Group into a property tech business and trigger the likely divestment of Immedia Broadcast Limited. The proposed acquisition remains at an early stage and further developments will be announced as appropriate.

I believe that the Immedia Broadcast Limited business would trade more efficiently as a private company and will lead the business as it explores divestment options.

CONSOLIDATED STATEMENT OF PROFIT OR LOSS

for the year ended 31 December 2020

CONSOLIDATED STATEMENT OF PROFIT OR LOSS

AND OTHER COMPREHENSIVE INCOME

for the year ended 31 December 2020

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

As at 31 December 2020

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

CONSOLIDATED STATEMENT OF CASH FLOWS

for the year ended 31 December 2020

Immedia Group Plc

NOTES TO THE FINANCIAL INFORMATION

The financial information set out in this preliminary announcement does not constitute statutory accounts as defined in section 435 of the Companies Act 2006.

The financial information for the year ended 31 December 2019 is derived from the statutory accounts for that year which have been delivered to the Registrar of Companies. The auditors reported on those accounts; their report was unqualified and did not contain a statement under either Section 498 (2) or Section 498 (3) of the Companies Act 2006 and included a reference by way of emphasis to the impact of Covid-19 on the Group.

The statutory accounts for the year ended 31 December 2020 have not yet been delivered to the Registrar of Companies. The auditors reported on those accounts; their report was unqualified and did not contain a statement under either Section 498 (2) or Section 498 (3) of the Companies Act 2006 and did not include references to any matters to which the auditor drew attention by way of emphasis.

The 2020 accounts will be delivered to the Registrar of Companies following the Company's Annual General Meeting.

The Annual Report and Notice of Annual General Meeting will be posted to the shareholders shortly and will be made available on the Company's website (www.immediaplc.com) at that time.

This preliminary announcement was approved by the Board on 12 May 2021.

1. Principal activity

The Group is involved in marketing and communication services through the provision of interactive digital channels products and services using music, radio and screen-based media to provide brand conversation, engaging entertainment and innovative technical solutions. It also supplies, installs and maintains the equipment required to deliver these services.

2. Basis of preparation

 The financial information has been prepared and approved by the Directors in accordance with the recognition and measurement principals of International Financial Reporting Standards (IFRSs) in conformity with the requirements of the Companies Act 2006.

Going concern

The Group is pursuing the acquisition of Sprift Technologies Limited, which would transform the Group into a property tech business and trigger the likely divestment of Immedia Broadcast Limited. For that transaction to proceed a working capital report will be prepared and independent comfort obtained from reporting accountants. If comfort that the Group has sufficient working capital for a period of at least 12 months from the date of the completion of acquisition and divestment is not obtained, then the Board will not proceed with the transaction.

Currently the Group meets its day to day working capital requirements through the combined use of its cash balances and receivable and payable balances.

Although Covid-19 and Brexit have caused uncertainty and had a substantial effect on the operations of many businesses, with the ultimate impact remaining uncertain, the Group completed a successful fundraising of £1.1 million in September 2020, and a subsequent equity cash raise of £3.0 million in February 2021. These combined funds have been used to repay some short-term borrowing (an outstanding loan of £300,000), clear the costs of the aborted acquisition from earlier in 2020 and fund working capital requirements.

The Directors have reviewed forecasts of future cash flows of the Group as currently constituted. On the basis of current financial projections prepared to June 2022, which assume continuing improvements in the managing of costs, no acceleration in the settlement of major liabilities and a reasonable level of new work won within the AV division, the Directors are satisfied that the Group has adequate resources to continue to pay its liabilities as they fall due in the year ahead, including some headroom to deal with possible shortfalls against expectations judged reasonable. The Directors have also considered whether that headroom would be adequate to deal with any reasonable abortive costs associated with the transactions relating to the possible acquisition of Sprift Technologies Limited should that transaction not proceed and consider it adequate.

Accordingly, whether or not the transactions to change the make up of the Group are completed, the Directors believe there is reasonable assurance that the Group has adequate resources to continue in operation for the foreseeable future, being at least 12 months from the date of signing of the financial statements, and continue to adopt the going concern assumption.

3. Financial assets

All financial assets are subject to review for impairment at least at each reporting date to identify whether there is any objective evidence that a financial asset or a group of financial assets is impaired.

An impairment loss in respect of goodwill is not subsequently 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.

In March 2014 the Group invested £90,000 in the purchase of 6,000,000 shares in AudioBoom Group Plc, an AIM-listed spoken-word audio platform for hosting distributing and monetising content, as part of the Group's strategy to broaden its digital marketing and communications services.

The Group has taken the irrevocable election to classify this investment as fair value through OCI. At 31 December 2020 the fair value of the investment was £157,500 (2019: £114,900) with a net fair value surplus in 2020 of £42,600 recognised in other comprehensive income (2019: surplus of £54,900).

As at the date of approval of this report, the investment represents c.0.5% of Audioboom Group Plc's ordinary shares in issue and has a fair value of £355,200.

4. Earnings per share

5. Events after the reporting period

Following the year ended 31 December 2020, the following non-adjusting events have occurred:

Additional share issue

On 2 February 2021, the Group raised £3 million through placing and subscription of shares.

Under the Placing, 10,400,000 Placing Shares were placed with investors at £0.25 per Placing Share. Mark Horrocks (and his related family interests) subscribed for 1,600,000 Subscription Shares at £0.25 per Subscription Share.

The new capital was introduced to enable the Group to increase working capital and to progress any opportunities to acquire compatible businesses in the content creation/distribution and data analytics spaces as part of its buy and build strategy.

The stock market announcement can be found at https://www.londonstockexchange.com/news-article/IME/placing-and-subscription-to-raise-ps3-million/14819069.

Change of business purpose

On 26 March 2021, the Board announced that the Company had entered into non-binding heads of agreement to work towards the possible acquisition of Sprift Technologies Ltd ("Sprift") a property data specialist, by the Company. Should the transaction proceed on the currently envisaged terms, it would be classified as a reverse takeover in accordance with the AIM Rules for Companies ("RTO"). Accordingly, the Company's shares were suspended from trading on AIM with and will remain so until either the publication of an admission document setting out details of the proposed RTO or until confirmation is given that these discussions have ceased.

The proposed RTO remains subject to contract and satisfactory completion of the necessary due diligence and, at this stage, there is no guarantee that the proposed RTO will complete.

Loan to Sprift

The Company has entered into a secured loan agreement ("Loan Agreement") with Sprift, to lend it up to £900,000 in three equal instalments over the next three months.

The Company has agreed to provide Sprift with a secured loan facility of £900,000 ("Loan") for working capital purposes. Subject to certain conditions precedent, the Company will make the Loan in three equal tranches, the first £300,000 on 26 March 2021, the second on 23 April 2021 and the third tranche on 21 May 2021. The Loan is interest free, unless either party withdraws from negotiations in relation to the proposed RTO, in which case the amount of the Loan outstanding at that time would become repayable in full in 12 months from the withdrawal from negotiations and attract interest at a rate of 15 per cent. per annum, which is payable monthly. The Loan is secured by a debenture containing fixed and floating charges over Sprift's business and assets granted by Sprift in favour of Immedia.

At the same time the Board also declared that it is exploring divestment options for Immedia Broadcast Limited. The proposed disposal would require shareholder approval under AIM Rule 15 and the Company will make further announcements as appropriate. As the Board had not committed to a plan to sell Immedia Broadcast Limited as at 31 December 2020, the performance of Immedia Broadcast Limited has not been treated as a "discontinued activity" and has not been treated as "assets held for sale" under IFRS 5 for the purpose of these accounts.

The stock market announcement can be found at https://www.londonstockexchange.com/news-article/IME/loan-agreement-suspension-of-trading/14914698.

The Company has determined that the additional share issue and the change in business purpose/loan to Sprift are non-adjusting subsequent events. Accordingly, the financial position and results of operations as of and for the year ended 31 December 2020 have not been adjusted to reflect their impact.

About Immedia Group Plc  

Immedia Group Plc is a multi-media content and digital solutions provider to global businesses and organisations, who are investing in internal and/or brand communications.

Our business provides a wide range of 'live' branded channels specifically to retail locations across the UK and Europe with an estimated listening audience of 8.5 million listeners per week. Immedia's interactive audio channels deliver original and relevant content, via its own DreamStream-X platform with encrypted Dreamstream technology deployed in each location. Dreamstream-X provides a mix of 'on brand' national and localised content to a client's workforce and customer base. Each channel is supported with powerful data analytics tools which monitor audience activity and provide data to enable us to further enhance audience engagement.

Immedia Group also creates original video content, 3D animation, app and web development, as well as supplying and installing Audio Visual equipment.

Immedia clients include HSBC, Shell, Subway, BP, Nationwide Building Society, JD Sports, BMW, IKEA and FIFA.

To read more about our business, visit www.immediaplc.com or email us on enquiries@immediaplc.com