PREMIER MITON GROUP PLC

FULL YEAR RESULTS FOR THE YEAR ENDED 30 SEPTEMBER 2022

Premier Miton Group plc ('Premier Miton', 'Company' or 'Group'), the AIM quoted fund management group, today announces its final results for the year ended 30 September 2022.

Highlights 

·      £10.6 billion closing Assets under Management ⁴ ('AuM') (2021: £13.9 billion)

·      £11.3 billion closing AuM at 25 November 2022 (unaudited)

·      Net outflows of £1,076 million for the year (2021: £830 million inflow)

·    Strong investment performance with 87% of funds in the first or second quartile of their respective sectors since launch or fund manager tenure (2021: 83%)

·      Adjusted profit before tax ^1,4 of £24.3 million (2021: £28.6 million)

·      Adjusted earnings per share ^2,4 of 13.79 pence (2021: 16.46 pence)

·      Profit before tax ³ of £14.9 million (2021: £17.5 million)

·      Cash balances were £45.8 million at 30 September 2022 (2021: £47.7 million)

·      Final proposed dividend of 6.3 pence per share (2021: 6.3 pence per share)

·      Total proposed dividend for the year of 10.0 pence per share (2021: 10.0 pence per share)

·      Significant investment in fund management and distribution talent over the last three years to help create a modern, active asset management business positioned for future growth

Notes

(1) Adjusted profit before tax is calculated before the deduction of taxation, amortisation, share-based payments, merger related costs and exceptional costs. Reconciliation included within the Financial Review section.

(2)  Adjusted earnings per share is calculated before the deduction of amortisation, share-based payments, merger related costs and exceptional costs.

(3) Merger related costs totalled £0.1 million during the year (2021: £1.4 million).

(4)  These are Alternative Performance Measures ('APMs').

Mike O'Shea, Chief Executive Officer of Premier Miton Group, commented:

"I am pleased to deliver a resilient set of results for the Group despite tougher market conditions. I believe we remain well positioned to achieve our long-term growth ambitions. We have a financially robust business and a diversified range of products delivering excellent outcomes for our clients over the medium to long term. I am very much of the view that when confidence returns, investors will increasingly seek genuinely active strategies as they look to deliver added value for their clients above benchmark returns. Premier Miton is well placed to take advantage of this opportunity, given our track record of delivering strong investment performance for our clients.

"Across our fund range, our relative investment performance remains attractive, with 87% of our funds in the first or second quartile of their respective sectors since manager inception. Shorter-term numbers also remain encouraging with 88% of funds above median over three years.

"As part of our long-term growth strategy, we have continued to invest in our business. We were pleased to announce the appointment of Jonathan Willcocks as our Global Head of Distribution. Jonathan will play a key role in developing and leading our distribution and marketing strategy as we expand our investment strategies, diversify our client base and seek to grow AuM with both wholesale and institutional investors. During the year, we also announced that Matthew Tillett joined the Group in October 2022 as manager of the Premier Miton UK Value Opportunities Fund.

"Our fund management team is experienced and respected, with a proven track record of delivering strong investor outcomes over many years. Our business has the operational infrastructure to manage a multiple of the assets it currently looks after. We believe that the demand for what we do will grow significantly in the more challenging investment environment we are now in and that we have built the necessary distribution and marketing reach and experience to capitalise on this opportunity.

"Finally, it has been encouraging to see a recovery in assets under management since the year end and to have seen a return to net positive flows into our funds during the first two months of the current financial year."

ENDS

For further information, please contact:

Notes to editors:

Premier Miton Investors is focused on delivering good investment outcomes for investors through relevant products and active management across its range of investment strategies, which include equity, fixed income, multi-asset and absolute return.

LEI Number: 213800LK2M4CLJ4H2V85

Chairman's Statement

The last year has been badly affected by material macroeconomic and geopolitical events and their consequent deep impact on financial and investment markets. Our results reflect this.

Performance

At 30 September 2022, we had Assets under Management ('AuM') of £10.6 billion, a reduction of 24% on last year end. This change reflects both market movements and net outflows, which have occurred across the UK savings industry.

Investment performance is fundamental to our success as a business and I am pleased that this remains strong with 87% of funds in the first or second quartile of their respective sectors since launch or fund manager tenure (2021: 83%).

Results & dividend

The Group's profit before tax for the year was £14.9 million representing a fall of 15% on the comparative year. At 30 September 2022 the Group was robustly financed with no debt and cash balances of £45.8 million.

When considering the dividend, the board focuses on both nearer term commercial decisions and longer-term strategic horizons, to ensure the interests of the business as a whole and of our shareholders are accommodated. We are proud to have created a financially strong business, adhering to a prudent approach to capital management. Our dividend policy is an important part of this framework.

Asset management is a cyclical business where external market factors can have a significant short-term impact on revenues, irrespective of the long-term strengths and prospects for the business. We have a disciplined approach on costs and a track record of managing the business efficiently. This focus is critical in managing our operational leverage and is reflected in the strength of the balance sheet, despite the challenging conditions we are navigating.

We also believe that shareholders should benefit directly from the financial performance of the business, which includes our cash generation should the circumstance and opportunity allow. Equally, we know that shareholders will understand how important it is that the business retains sufficient balance sheet strength, so that we can fully take advantage of the recovery when it comes.

Having assessed all this carefully, and to reward shareholders appropriately for their long-term support of the business, the Board is recommending an annual dividend for 2022 of 10.0p per share. If approved by shareholders at the Annual General Meeting on 1 February 2023, the final dividend of 6.3p per share will be paid on 10 February 2023 to shareholders on the register at 13 January 2023. The proposed annual dividend represents a 72% pay-out ratio of adjusted profit after tax (2021: 61%).

We see this as a pragmatic deviation from our stated dividend policy which we are otherwise not changing. It reflects our prudent views on the current commercial and strategic position of the business, our balance sheet needs, and our attention to delivering through the cycle returns to our shareholders.

Environmental, Social & Governance ('ESG')

The role of the investment industry in ESG matters, particularly environment and climate change aspects, is under great scrutiny. The debate over what we do and how has advanced considerably over the last year or so, and we expect this to continue to evolve. We know that our stakeholders can have strong views on this and want us to have a position that makes sense to them, which can at times present us with the challenge of balancing these interests.

The Board takes its governance and strategy setting role seriously on these matters and we have sought to inform ourselves and have, over the last year, debated how we best position Premier Miton for success. In November 2022 we made a commitment to the Net Zero Asset Managers initiative and we look forward to reporting on our future progress in this important area.

Culture & people

Businesses operating in the asset management sector need a healthy culture to prosper and serve their fundamental purposes. The Board takes its responsibilities seriously on supervising and shaping our culture, ensuring that through our organisation we are doing what we should and must, and for the right reasons. I was pleased by the results of culture surveys undertaken during the year and I am conscious that with the current strains on markets and our industry, we will continue to focus in this area.

We have talented, hard-working and motivated staff who have coped remarkably well with the challenges of the year, and I thank them. As a business we seek to provide our people with an environment where they can develop their talents and performance, as well as enjoy and be proud to work at Premier Miton. I am pleased to see the various initiatives we have underway and how our leadership group have engaged with creating a high performance and positive culture.

Under Mike O'Shea's strong and effective leadership, we have a committed and hard-working executive team who again have shown that they stand out in our industry for their skills and capabilities.

I was especially pleased that Jonathan Willcocks has joined us at the end of the year as our new Global Head of Distribution, bringing with him a depth of experience and reserves of energy that I am sure will be invaluable to us over the coming years.

Our reward model needs to work well and is important for the success of the business. During the year we updated our approach and made awards for the first time under the 2016 Long Term Incentive Plan for the senior executive team. These are designed to motivate and reward exceptional performance on a basis of fully aligned interests, especially with those of our shareholders. The scheme is structured in line with others in our market and has the usual protections built in. The Board will closely monitor this as we proceed to ensure that it is effective.

Finally, I must thank my colleagues on the Board for their support and counsel over the year. They have all made valuable contributions in what is a challenging time for all businesses. Having the right culture is vital for a healthy business and the Board strives to set the appropriate tone in our work and contribution across all aspects of our roles. I would especially like to thank Will Smith who left the Board on 30 September 2022 having served for six years, latterly as our Senior Independent Director and Chair of Remuneration Committee.

Strategy

We have a clear purpose in actively managing our assets for the benefit of our clients and we take a long term view of how we do this. We believe in the value of active asset management and are committed to delivering this for the benefit of our clients. Our strategy is designed to support this purpose. As a Board we monitor this closely and work with our management team to make sure that our decisions and resources are aligned with this purpose. In this way, we believe that the needs and ambitions of our other key stakeholders, particularly our people and shareholders, will also be fully supported through executing our strategy to the best of our ability.

The investment industry matters, to our clients as well as to business and our economy, perhaps especially so over the coming period as we go through these challenging times while holding on to the prospect of better days ahead. There is currently considerable political debate about the role in the UK of business and capital and investment markets, as well as on the UK's own needs and positioning.

This debate is likely to continue for some time and matters not just for the future of our own business but for broader societal interests. We hope that the fundamental issues at stake are resolved in a way that provides us with improvements to the environment where, as a high performing, active investment firm, we can further prosper.

We are fortunate that through careful management Premier Miton has several attributes that hold us in good stead strategically even for a relatively small player in the market. Aside from our products and performance, these include our culture, focus and leadership expertise, all of which have served us well over the year as we have explored tactical and strategic choices. They are likely to be called on again over the coming period and we will not hesitate to engage constructively with emerging opportunities and challenges alike in the interests of our business as a whole.

Outlook

We are a business focused on the long term, and at the core of what we do is the unconstrained approach of our portfolio managers to make investment decisions that are designed to deliver attractive returns to our clients over time.

We are determined that Premier Miton will be run in a disciplined way and not only endure but will use this period to improve our business, performing as well as we can for our clients, curating our resources to the best of our abilities, and readying the business to attract inflows of funds as and when broad sentiment recovers. Our ambition remains bold and we remain resilient and positive.

Robert Colthorpe

Chairman

01 December 2022

Chief Executive Officer's Statement

The last 12 months have been a challenging period for the business. However, this must be set in the context of a major shift in market conditions, the impact of which will be felt for several years to come. For the first time in many years, we have seen a concerted effort by leading central banks to drain liquidity from markets and to raise interest rates to contain inflation. This, alongside significantly higher geopolitical tension following the Russian invasion of Ukraine, has caused bond yields to rise rapidly and equity markets to retrench.

Despite these challenging conditions, which have resulted in net outflows and a lower level of Assets under Management, the Group remains well positioned to achieve its growth ambitions, including our medium term ambition to reach £20 billion. We have a financially robust business and a diversified range of products delivering excellent outcomes for our clients over the medium to longer term. We believe that when confidence returns more investors will seek genuinely active strategies as they look to deliver added value for their clients above and beyond benchmark returns. Premier Miton is well placed to take advantage of this opportunity, given our track record of delivering strong investment performance for our clients, across a range of asset classes.

Business performance

At the end of September 2022 Assets under Management ('AuM') stood at £10.6 billion representing a decrease of 24% on last year. Average AuM stood at £12.6 billion for the period, which is broadly the same level as the previous year.

The drop in AuM is largely a result of falling markets and a reluctance on the part of investors to invest during market turbulence and uncertain macro-conditions.

The net management fee margin (the retained revenue of the firm after deducting the costs of external Authorised Corporate Directors ('ACD'), OCF caps, direct research costs and any enhanced fee arrangements), was 64.6bps compared with 65.0bps last year.

The adjusted operating margin decreased from 33.8% to 30.0% reflecting the lower level of AuM and our strategic investment in the fixed cost base of the business via new fund management teams and the launch of new funds, which in turn will enhance the Group's growth profile going forward.

Despite this reduction in adjusted operating margin, the Group remains robustly profitable, generating £24.3 million of adjusted profit before tax for the year and a closing cash position of £45.8 million.

Investment flows

The more difficult market conditions we have seen over the last year have unfortunately prevented us from building on the positive net flows we saw during the previous year. Fears over the future path of interest rates, rising inflation and the ongoing conflict in Ukraine have increased the risk aversion of investors who have understandably remained cautious about committing new investments during this period.

The Group experienced net outflows of £1.1 billion during the year, reflecting this tough backdrop. The main driver for outflows came from our equity funds with net redemptions split almost equally between our UK and non-UK equity funds. Within multi-asset, it was pleasing to see positive flows into our directly invested multi-asset strategies which continue to appeal to the UK financial adviser community, although continued redemptions from our multi-manager strategies more than offset these, leaving us in net redemption for the year.

Finally, we saw good flows into our fixed income strategies which helped us to build on the solid progress made here in the previous year. I should highlight that with fixed income markets repricing and yields rising, investors are now beginning to look afresh at this sector. This gives us encouragement for the growth of our fixed income funds over the coming year and beyond, especially considering that our fixed income team are building towards an attractive three year track record having commenced management of our fund range in mid-2020.

For the 12 months to 30 September 2022, gross redemptions from open-ended funds run by the Group were down 4% year on year, however, gross inflows into these products were down 35% over the same period.

We take some comfort from this because it reflects a lack of appetite to invest that has driven the move from net inflow last year to net outflow this year. We believe that the Group should be positioned favourably when confidence returns to markets and capital starts to be allocated again.

Investment performance

As highlighted above, the last year has been much more difficult in terms of making positive progress for our investors. Our strategies are not immune to falling equity and bond markets in the short term and we recognise that it is disappointing for investors to see the value of their holdings fall. However, these periods often present good opportunities for active managers to take advantage of falling prices and to position their portfolios to do well as and when markets recover. Of course, we tend to measure performance success over multi year periods and when looking across our fund range, our performance relative to peers remains strong.

We manage 34 funds where a peer group comparison is relevant. Looking at the period since our managers commenced management of these funds, 22 achieved first quartile performance compared to peers and a further eight are in the second quartile. Three are in the third quartile and just one is in the fourth quartile. In total, this means that some 92% of these assets under management are performing ahead of peers since we commenced management of the funds.

Shorter term performance also remains relatively attractive. We have 30 funds that have a three-year track record and where a sector comparison is appropriate. Of these, 19 are in the first quartile of their peer group and four are in the second quartile, three are in the third quartile and four are in the fourth quartile. In total some 75% of our AuM are performing ahead of peers over three years.

For those funds where a sector comparison is not appropriate, which would include funds with a volatility target or an absolute return objective, we monitor performance outcomes closely. We are satisfied that these funds are meeting their objectives and producing good client outcomes over the long term. Similarly, performance of the investment trusts and segregated mandates we manage remain attractive relative to peers and to benchmarks over the long term.

Fund range

The Group divides its funds under management into three asset class categories, equities, multi-asset, and fixed income. At the year end, we managed £6.1 billion in equities of which £2.4 billion was invested in UK equities and £3.7 billion is invested in non-UK equities. Our multi-asset strategies totalled £3.3 billion and our fixed income strategies were £1.2 billion.

In September 2022 we announced that Matthew Tillett would join the Group in October 2022 from Allianz Global Investors. Matthew will take over as manager of the Premier Miton UK Value Opportunities Fund from Andy Jackson who is retiring at the end of December 2022. We are delighted that we have attracted another talented fund manager to the team. I believe that Matthew's high conviction, value investing style and contrarian mindset is very well suited to the Premier Miton investment culture.

During the year we have continued to enhance our product range. In keeping with our ambition to expand our ESG-focused products, we introduced the Premier Miton Diversified Sustainable Growth Fund in March. This is part of our successful Diversified multi-asset fund range.

The Diversified investment team assumed management of this fund in 2021 and we are pleased to note that the fund is attracting positive sales flows and performance of the fund over this period has been strong relative to peers. The Diversified Sustainable Growth Fund was recently nominated in the 'Best ESG Fund' category at the Shares Awards organised by Shares magazine and published by investment platform and stockbroker, AJ Bell.

We now have a total of six funds that have a dedicated responsible and sustainable investing objective. This number will increase to seven in 2023 with the launch of a new global emerging market sustainable equity strategy led by Fiona Manning and William Scholes who joined the Group in August 2022.

We remain committed to supporting relevant responsible investing related initiatives. We are a signatory to the Financial Reporting Council's Stewardship Code and achieved a B- rating for our most recent CDP submission covering our environmental impacts, processes, and plans. We have also partnered with Climate Action 100+, an investor led initiative to ensure the world's largest corporate greenhouse gas emitters take necessary action on climate change. We have participated in CDP's Non-Disclosure Campaign, offering us the opportunity to actively engage companies that have received the CDP disclosure request on behalf of investors but have not provided a response. The objective of the campaign is to drive further corporate transparency around climate change, deforestation, and water security, by encouraging companies to respond to CDP's disclosure request.

Distribution

Having appointed a new Global Head of Distribution, we have now taken the important step of creating a single unified team approach to the UK wholesale market. This will result in a UK wholesale distribution team capable of taking all the Group's strategies to all clients across equities, fixed income and multi-asset.

This, combined with a more strategic and consistent approach to marketing and sales under a single head will, I believe, enhance the overall distribution capabilities of the Group. In addition, the hire of a Head of Institutional Business Development opens a new distribution channel for the Group where we have already identified a select list of strategies that resonate with institutional investors.

Lastly, we are aware that we have several investment strategies across the three core asset classes that will appeal to international investors, and we will be exploring how to capitalise on that opportunity in the coming year. I look forward to reporting on future progress in this important area.

Strategy

In the period immediately following the merger of Premier and Miton in November 2019, we set ourselves four key objectives for the business. The first of these was to integrate the business onto a single operating platform with appropriate risk, compliance and operating capability and capacity to manage a significant multiple of the assets we currently manage.

Our second objective was to broaden our product range to offer a diverse range of strategies that would meet the needs of both our current and future clients. With this in mind, we have added several global equity strategies, a new fixed income capability and broadened our suite of sustainable strategies.

Our third objective was to both broaden and reinvigorate our distribution capabilities as highlighted above.

Our final objective was to ensure that the business was appropriately resourced with the necessary balance sheet strength to weather the storms we would inevitably face.

Throughout this period of change, our focus has remained on actively and responsibly managing our clients' investments for a better financial future. We believe that this is best done by adopting a genuinely active investment approach where our portfolios are often very different from the underlying indices against which our funds are compared.

Our thesis is that this will result in better outcomes over the long term than investing in all the companies - good and bad - in a particular index. We accept that for much of the last decade when interest rates and inflation have been falling and when central banks have been flooding markets with liquidity, investing in many equity and bond indices has achieved respectable returns.

However, in our view the world has changed significantly over the course of the last 12 months and not just because of heightened geopolitical tensions, although these may have helped to hasten this change. With central banks withdrawing liquidity from the world economy and interest rates rising, perhaps belatedly, to supress inflationary forces, the outlook is more uncertain than it has been since the financial crisis of 2008/9.

Several things strike us about this new world that we find ourselves in. The first of which is that there will be no quick return to the easy money days of the last decade. Interest rates and inflation will be higher, and higher for longer, than many people expect. The forces of globalisation that helped drive down inflation have dissipated for the foreseeable future.

The second is that growth will be lower - an inevitable function of high levels of indebtedness - and investors will be forced to work much harder for the returns they need, to keep pace with inflation and achieve their financial objectives. It is in this environment where we believe that genuinely active managers can excel.

We look forward to meeting our clients' expectations and investing actively and responsibly in these more challenging markets.

Closing

In closing, the business has a diversified range of genuinely active funds managed by a respected and experienced fund management team with a proven track record of delivering strong investor outcomes over many years. It has the operational infrastructure to manage a multiple of the assets the business currently looks after.

We believe that the demand for what we do will grow significantly in the more challenging investment environment we are now in. We have built the necessary distribution and marketing reach to capitalise on this opportunity as markets recover. The operational leverage within the business will come to the fore as we build our AuM from the current levels. In summary, it is our belief that the business is well placed to deliver for its clients and for its shareholders.

And finally, our business is nothing without the hard work, skill and enthusiasm of the people that have chosen to build their careers with us. I am continually impressed with how focused each one of them is on delivering for our investors. I would like to thank them all personally for their continued support and dedication.

Mike O'Shea

Chief Executive Officer

01 December 2022

Financial Review

Financial performance

Profit before tax decreased to £14.9 million (2021: £17.5 million).

Adjusted profit before tax *, which is after adjusting for amortisation, share-based payments, merger related costs and exceptional costs decreased to £24.3 million (2021: £28.6 million).

Adjusted profit and profit before tax

* These are Alternative Performance Measures ('APMs').

Assets under Management * ('AuM')

A combination of net outflows totalling £1,076 million and market performance resulted in the AuM ending the year at £10,565 million (2021: £13,931 million), a decrease of 24%. The Average AuM for the year decreased by 1% to £12,615 million (2021: £12,751 million).

Net revenue

1      Being management fee income less trail/rebate expenses and the cost of capping any OCFs, direct research costs and external Authorised Corporate Director ('ACD') fees

2      Average AuM for the year is calculated using the daily AuM adjusted for the monthly closing AuM invested in other funds managed by the Group

3      Net management fee margin represents net management fees divided by the average AuM

The Group's revenue represents management fees generated on the assets being managed by the Group.

Net management fees decreased to £81.5 million from £82.9 million last year, a 2% decrease reflecting the decrease in the Group's average AuM and net management fee margin.

The Group's net management fee margin for the year was 64.6bps. The margin for the second half of 2022 was 63.7bps, a reduction of 2% on reported position at 31 March 2022. The decrease is driven by the change in our business mix, the impact of flows and markets on our existing business and share class consolidations completed in the period.

Other loss for the year is the result of movements in the portfolio of financial assets held on the Group's balance sheet. See note 3 for further details.

Administration expenses

Administration expenses (excluding share-based payments) totalled £56.8 million (2021: £55.8 million), an increase of 2%.

Staff costs continue to be the largest component of administration expenses, these consist of both fixed and variable elements.

The fixed staff costs, which includes salaries and associated National Insurance, employers' pension contributions and other indirect costs of employment increased to £20.4 million (2021: £19.1 million). The rise predominantly reflects new joiners in the second half of 2021, now annualised, and further investment in people in the current year.

The average headcount for the year has increased from 153 to 164. At the year end the full time equivalent headcount was 166 (2021: 160). Variable staff costs totalled £17.3 million (2021: £18.6 million). These costs move in line with the net revenues of the Group and the adjusted profit before tax, hence the decrease against the comparative period. Included within this are general discretionary bonuses, sales bonuses and bonuses in respect of the fund management teams, plus associated employers' national insurance.

Overheads and other costs totalled £17.9 million (2021: £16.7 million). The rise primarily relates to the cost of supporting new investment teams along with increased travel costs following the easing of COVID restrictions and additional sales and marketing activity.

Administration expenses

Share-based payments

The share-based payment charge for the year was £4.5 million (2021: £4.5 million).

At 30 September 2022 the Group's Employee Benefit Trusts ('EBTs') held 12,356,304 ordinary shares representing 7.8% of the issued ordinary share capital (2021: 10,947,088 shares).

At the year end the outstanding awards totalled 11,015,578 (2021: 10,741,362). The increase reflects 1,902,500 awards issued during the year (2021: 3,980,000) offset by 1,628,284 awards being exercised (2021: 1,629,478). See note 16 for further detail.

Balance sheet and cash

Total shareholders' equity as at 30 September 2022 was £126.8 million (2021: £132.2 million).

At the year end the cash balances of the Group totalled £45.8 million (2021: £47.7 million).

The Group has no external bank debt.

Capital management

Dividends totalling £14.7 million were paid in the year (2021: £12.1 million), see note 17 for further details.

The Board is recommending a final dividend payment of 6.3p per share bringing the total dividend payment for 2022 to 10.0p per share (2021: 10.0p).

If approved by the shareholders at the Annual General Meeting on 1 February 2023, the dividend will be paid on 10 February 2023 to shareholders on the register at the close of business on 13 January 2023.

The Group's dividend policy is to target an annual ordinary dividend pay-out of approximately 50 to 65% of profit after tax, adjusted for exceptional costs, share-based payments and amortisation.

Going concern

The Directors have assessed the prospects of the Group considering all the factors affecting the business when deciding to adopt a going concern basis for the preparation of the accounts.

The Directors confirm that they have a reasonable expectation that the Group will continue to operate and meet its liabilities, as they fall due, comprising a period of at least 12 months from the date of this report. The Directors' assessment has been made with reference to the Group's current position and strategy, the Board's appetite for risk, the Group's financial forecasts, and the Group's principal risks and how these are managed, as detailed in the Strategic Report.

The Directors have also reviewed and examined the financial stress testing inherent in the Internal Capital Adequacy Assessment Process ('ICAAP'). The forecast considers the Group's profitability, cash flows, dividend payments and other key variables. Sensitivity analysis is also performed on certain key assumptions used in preparing the forecast, both individually and combined, in addition to scenario analysis that is performed as part of the ICAAP process, which is formally approved by the Board.

Alternative Performance Measures ('APMs')

The Directors use the following APMs in evaluating the performance of the Group and for planning, reporting and incentive-setting purposes.

Financial Statements

Consolidated Statement of Comprehensive Income
For the year ended 30 September 2022

No other comprehensive income was recognised during 2022 or 2021. Therefore, the profit for the year is also the total comprehensive income.

All of the amounts relate to continuing operations.     

Consolidated Statement of Changes in Equity
For the year ended 30 September 2022 

Consolidated Statement of Financial Position

As at 30 September 2022

Consolidated Statement of Cash Flows

For the year ended 30 September 2022

Selected notes to the Consolidated Financial Statements

For the year ended 30 September 2022

1. Authorisation of financial statements and statement of compliance with IFRS

The Consolidated Financial Statements of Premier Miton Group plc (the 'Company') and its subsidiaries (the 'Group') for the year ended 30 September 2022 were authorised for issue by the Board of Directors on 1 December 2022 and the Consolidated Statement of Financial Position was signed on the Board's behalf by Mike O'Shea and Piers Harrison.

The Company is a public limited company incorporated and domiciled in England and Wales. The Company's ordinary shares are traded on the Alternative Investment Market ('AIM').

These Consolidated Financial Statements were prepared in accordance with UK-adopted international accounting standards in conformity with the requirements of the Companies Act 2006. The Consolidated Financial Statements are presented in Sterling and all values are rounded to the nearest thousand pounds (£000) except when otherwise indicated.

The principal accounting policies adopted by the Group are set out in note 2.

2. Accounting policies

Basis of preparation

The Consolidated Group Financial Statements for the year ended 30 September 2022 have been prepared in accordance with UK-adopted International Financial Reporting Standards ('IFRS'). The Consolidated Financial Statements have been prepared on a going concern basis, under the historical cost convention, as modified by the revaluation of financial assets and financial liabilities measured at fair value through profit or loss. Costs are expensed as incurred.

The Directors have assessed the prospects of the Group considering all the factors affecting the business when deciding to adopt a going concern basis for the preparation of the accounts. The Directors confirm that they have a reasonable expectation that the Group will continue to operate and meet its liabilities, as they fall due, comprising a period of at least 12 months from the date of this report. This assessment has been made after considering the impact of recent geopolitical events and Ukraine crisis on the business. The Directors note that the Group has no external borrowings and maintains significant levels of cash reserves.

The Directors' assessment has been made with reference to the Group's current position and strategy, the Board's appetite for risk, the Group's financial forecasts, and the Group's principal risks and how these risks are managed, as detailed in the Strategic Report. The Directors have also reviewed and examined the financial stress testing inherent in the Internal Capital Adequacy Assessment Process ('ICAAP'). The forecast considers the Group's profitability, cash flows, dividend payments and other key variables. Sensitivity analysis is also performed on certain key assumptions used in preparing the forecast, both individually and combined, in addition to scenario analysis that is performed as part of the ICAAP process, which is formally approved by the Board. This analysis demonstrates that even after modelling materially lower levels of assets under management ('AuM') associated with a reasonably plausible downside scenario, the business remains cash generative.

3. Revenue

Revenue recognised in the Consolidated Statement of Comprehensive Income is analysed as follows:

All revenue is derived from the UK and Channel Islands.

4. Exceptional items and merger related costs

Recognised in arriving at operating profit from continuing operations:

Exceptional items are those items of income and expense, which are considered not to be incurred in the normal course of business of the Group's operations, and because of the nature of the events giving rise to them, merit separate presentation to allow shareholders to understand better the elements of financial performance in the year.

In accordance with the accounting policy for exceptional items these costs have been treated as exceptional.

Merger related costs in the year totalling £51,132 (2021: £821,886) represented legal and professional fees associated with the merger with Miton Group plc of £51,132 (2021: £51,132) and merger integration costs of £nil (2021: £770,754).

During the year there were no employment restructuring costs arising as a result of the merger (2021: £528,031 related to redundancy costs).

5. Operating profit

(a) Operating profit is stated after charging

(b) Auditor's remuneration

The remuneration of the auditor is analysed as follows:

6.  Staff costs and Directors' remuneration

Staff costs during the year were as follows:

The average monthly number of employees of the Group during the year was made up as follows:

7.  Finance expense

8. Taxation

(a) Tax recognised in the Consolidated Statement of Comprehensive Income

(b)   Reconciliation of the total income tax charge

The tax expense in the Consolidated Statement of Comprehensive Income for the year is higher than the standard rate of corporation tax in the UK of 19% (2021: 19%). The differences are reconciled below:

(c) Change in corporation tax rate

In the Spring Budget 2021, the Government announced that from 1 April 2023 the corporation tax rate will increase to 25% from 19%. This was substantively enacted on 24 May 2021. The deferred tax balances included within the Consolidated Financial Statements have been calculated with reference to the rate of 25% to the relevant balances from 1 April 2023.

(d) Deferred tax

The deferred tax included in the Group's Consolidated Statement of Financial Position is as follows:

At 30 September 2022 a deferred tax liability of £1,940,448 has been included in relation to a temporary difference on an intangible asset held on the balance sheet acquired in a business combination in 2007. Management has assessed this adjustment to be not material (on both quantitative and qualitative bases) to require restating comparatives, and as such the deferred tax liability has been recognised in the Group's Consolidated Statement of Financial Position via the current period tax charge.

All movements in deferred tax balances relate to profit and loss except for the £344,000 that is included in equity.

9. Earnings per share

Basic earnings per share is calculated by dividing the profit for the year attributable to ordinary equity shareholders of the Parent Company by the weighted average number of ordinary shares outstanding at the year end.

The weighted average of issued ordinary share capital of the Company is reduced by the weighted average number of shares held by the Group's EBTs. Dividend waivers are in place over shares held in the Group's EBTs.

In calculating diluted earnings per share, IAS 33 'Earnings Per Share' requires that the profit is divided by the weighted average number of ordinary shares outstanding during the year plus the weighted average number of ordinary shares that would be issued on conversion of all the dilutive potential ordinary shares into ordinary shares during the period.

(a) Reported earnings per share

Reported basic and diluted earnings per share has been calculated as follows:

(b) Adjusted earnings per share

Adjusted earnings per share is based on adjusted profit after tax, where adjusted profit is stated after charging interest but before amortisation, share-based payments, merger related costs and exceptional items.

Adjusted Profit for calculating adjusted earnings per share:

Adjusted earnings per share was as follows using the number of shares calculated at note 9(a):

10. Goodwill and other intangible assets

Cost amortisation and net book value of intangible assets are as follows:

Impairment tests for goodwill

The Group has determined that it has a single CGU in relation to asset management for the purposes of assessing the carrying value of goodwill. In line with IAS 36, 'Impairment of Assets', a full impairment review was undertaken as at 30 September 2022. The recoverable amount within the fund management CGU was determined by assessing the value-in-use using long-term cash flow projections for the CGU.  The Group operates as a single CGU for the purposes of monitoring and assessing goodwill for impairment. This reflects one operating platform, into which acquired businesses are fully integrated and from which acquisition-related synergies are expected to be realised. Senior management receive and review internal financial information as one single entity, with no disaggregation for segments or geography.

Data for the explicit forecast period of 2023-2027 is based on the 2023 budget and forecasts for 2024-2027. AuM levels were determined by assuming net flows, per fund, over this five-year period based on two key metrics - the first being the momentum of net flows over the preceding two years, and the second being the investment performance of the fund against its sector. The Group believes these two factors are the most appropriate to consider when making assumptions about the growth of AuM in the future, and hence expected future cash flows. Net revenue margins per fund have been assumed at current levels, unless sufficient reasons exist to deviate, for example share class consolidation.

The projected operating margin is in line with levels historically achieved by the Group. Increases in operating costs have been taken into account and include assumed new business volumes. The Group's commitment to responsible investing has also been considered (within headcount over the forecast period) and the impact to its cash flows on a longer term basis, particularly in light of the possible actions of regulators, customers and suppliers. Cash flows beyond the explicit forecast period are extrapolated using a long-term terminal growth rate of 1.7% (2021: 1.9%). To arrive at the net present value, cash flows have been discounted using a discount rate of 13% (2021: 12%) determined using the capital asset pricing model (post-tax). The Group engaged valuation specialists in determining the inputs to calculate the appropriate discount rate, including current assessments of comparative betas, long term economic growth rates and the equity risk premiums published and observed in the wider industry.

The overall value-in-use was greater than the carrying value and hence no impairment charge has been recognised. As noted above the most material assumptions used in determining this conclusion were expected aggregated fund flows and the discount rate.  As an additional consideration the Group compares its net assets to its adjusted market capitalisation.

Sensitivity analysis

Management have performed a sensitivity analysis as at 30 September 2022 and established that an increase in the discount rate to 28% would be required before an impairment of goodwill would be considered necessary. This would require the long-term risk-free rate and equity risk premium to be at significantly higher levels than at present. Analysis was also completed using materially lower levels of AuM and the corresponding impact on projected cash flows within the impairment assessment. Due to the cash generative nature of the business, and that a large proportion of costs are linked to the net revenues and underlying profitability of the Group, no impairment was identified at these lower levels of AuM.

The compound annual growth rate for expected fund flows over the forecast period is 10% and would need to reduce to -2% per annum for the estimated recoverable amount to equal the carrying value. Management note the average annual return for the MSCI World Index over the past 40 years was approximately 11%.  In light of this, we do not consider the use of 28% discount rate and -2% CAGR assumptions to be reasonable. The sensitivity analysis established that a +/-3% change in the discount rate and long-term terminal growth rate assumptions would not have a material impact on the Group's results. The Group is, however, mindful of the current uncertainty that exists in markets including the threat posed by recent geopolitical events including the Ukraine crisis and that extreme movements may be cause for further examination into the possibilities of impairment.

Other intangible assets

The Group's other intangible assets comprise of investment management agreements ('IMA') purchased by the Group. The carrying amount above relates to two historic transactions, the largest being the merger with Miton Group plc with a carrying value of £14,596,097 and a remaining amortisation period of four years (2021: merger with Miton Group plc with a carrying value of £18,136,303 and a residual amortisation period of five years). The remaining balance relates to a transaction completed in 2007 to acquire IMAs which now have a carrying value of £7,920,267 and a remaining amortisation period of six years (2021: value of £9,240,917 and a remaining amortisation period of seven years).

The determination of useful lives, and hence amortisation period, used for other intangible assets requires an assessment of the length of time the Group expects to derive benefits from the asset. This depends on a number of factors, the most significant being the duration of customer investment timeframes and the type of underlying fund (for example the asset classes specified by the fund's investment objectives will give insight into its usual life).

An assessment is performed at each reporting period for each intangible asset for indicators of impairment.  There are two core metrics used in this assessment - the first being the comparison of AuM levels at the period end with those included in the original intangible asset valuation and the second being the investment performance of each individual fund against its comparable peers and benchmarks. In addition, both internal and external factors affecting the funds are considered such as current net margin, potential regulatory changes and future demand for its asset class. For each intangible asset mentioned above, if required, further analysis is performed on a fund management team basis, and the estimated aggregate cashflows generated by each team. These estimated cashflows are modelled based on the current level of AuM for the funds managed by each team and are compared against the original basis used to value the intangible at the acquisition date and their remaining amortisation period. No indicators of impairment were noted when analysing at a fund management team level.

11. Trade and other receivables

Trade and other receivables are all current and any fair value difference is not material. Trade and other receivables are considered past due once they have passed their contracted due date.

Non-current other receivables represent deferred compensation awards with maturities greater than 12 months after Consolidated Statement of Financial Position date. Deferred compensation awards are released in accordance with the employment period to which they relate.

12. Cash and cash equivalents

13. Trade and other payables

Trade creditors and accruals principally comprise amounts outstanding for trade purchases and ongoing costs. The Group has financial risk management policies in place to ensure that all payables are paid within the pre-agreed credit terms.

Other payables relate predominantly to amounts due to outsource providers for administrative services provided to the Group's funds.

The Directors consider that the carrying amount of trade payables approximates to their fair value.

14. Provisions

Provisions relate to dilapidations for the offices at 6th Floor, Paternoster House, London, the lease on this property runs to 28 November 2023 and the provision for dilapidations on this office has been disclosed as non-current. This provision is based on prices quoted at the time of the lease being taken on.

15. Share capital

The deferred share carries no voting rights and no right to receive a dividend.

16. Share-based payments

The total charge to the Consolidated Statement of Comprehensive Income for share-based payments in respect of employee services received during the year to 30 September 2022 was £4,505,000 (2021: £4,528,000), of which £4,314,000 related to nil cost contingent share rights.

17. Dividends declared and paid