RNS Number : 3095F
Manx Financial Group PLC
24 September 2024
 

 

FOR IMMEDIATE RELEASE

                                                                                                                                                                                           24 September 2024

 

Manx Financial Group PLC (the 'Company' or the 'Group')

Unaudited Interim Results for the 6 months to 30 June 2024

Manx Financial Group PLC (LSE: MFX), the financial services group which includes Conister Bank Limited, Conister Finance & Leasing Ltd, MFX Limited, Payment Assist Limited, Blue Star Business Solutions Limited, Edgewater Associates Limited, Ninkasi Rentals & Finance Limited and The Business Lending Exchange Limited, presents the Interim results for the six months ended 30 June 2024.

Jim Mellon, Executive Chair, commented: "I am pleased to report another set of record results with a 16% increase in Profit Before Tax to £3.5 million."

Copies of the Interim Report will shortly be available on our website www.mfg.im.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET ABUSE REGULATION (EU No. 596/2014) AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018. UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION.

For further information, please contact:

Manx Financial Group PLC

Denham Eke,

Executive Vice Chair

Tel +44 (0)1624 694694

Beaumont Cornish Limited

Roland Cornish/James Biddle

Tel +44 (0) 20 7628 3396

Greentarget Limited

Jamie Brownlee

Tel +44 (0) 203 307 5726

 

Dear Shareholders

 

Introduction

We are lucky that, as an Isle of Man centric company, we are somewhat shielded from the UK Government-inspired gloom that currently characterises the UK economy, or at least we are for the time being. An annual report on the Isle of Man's financial standing has assessed its economic growth to be 'stronger than in most of Europe'. International credit ratings agency Moody's expects growth to climb from an estimated 1.5% in 2023 to 3% by 2025, rating the Island's economic strength as 'a3' which reflects "a robust record of economic growth and high income levels." However, while Moody's analysis of the fiscal positions of different jurisdictions puts the Island's overall credit rating on par with the UK, as 'Aa3 stable', it also notes the 'substantial' linkages between the two countries.

 

As I reported previously, inflationary pressure in the UK would remain stubbornly above the Bank of England's 2% target for longer than certain economists were forecasting. Whilst the transitionary element of double-digit inflation has abated, there remains a permanent wage related element which will now be exacerbated by the new Government's recently announced public sector pay rises, setting a precedent which is significantly above inflation.

 

This, along with the UK Prime Minister's recent comments on the difficult financial decisions that rest with his Chancellor, leaves businesses and individuals in little doubt that tax rises will be the main focus of the autumn budget. The UK Government is treading a thin line if they are seeking growth to cure the country's financial woes whilst paradoxically applying constraints to that growth through increased taxation.

 

How much of the effect of the UK's attempts at deficit remediation and income rebalancing will spill over to the Island remains open to question. But there is no doubt that the timing of large expenditure items by consumers and businesses alike will reduce the need for larger credit facilities until greater certainty returns to the market. The next nine to twelve months will prove more challenging for both of the jurisdictions in which we operate.

 

Despite the difficult conditions that lie ahead, it is pleasing to announce another record half year with a 16% increase in our Profit Before Tax to £3.5 million (30 June 2023: £3.0 million). Our basic and diluted Earnings Per Share for the period increased to 2.07 pence (30 June 2023: 1.67 pence), and 1.59 pence (30 June 2023: 1.34 pence) respectively. Disappointingly, despite these impressive results, the Group is still trading at a 45% discount to Net Asset Value as at 19 September 2024

 

Acquisition of the outstanding shareholding in Payment Assist Limited

As recently announced on 16 September 2024, the Group is pleased to have brought forward the acquisition of the remaining shareholding (49.9%) in Payment Assist Limited ("PAL") for a £5 million consideration. The economic environment will continue to bring opportunities for a well-regulated business that supplies short-term credit for essential products, such as those relied upon by PAL's customers. PAL's market position, together with our long-term vision for the company, were among the reasons the Board brought forward its option to acquire the remaining shares in this business. The Board anticipates that this transaction will reduce the cost of acquiring the remaining shareholding under the original Option by up to £4 million, principally derived by the savings in any future dividends previously due to the sellers.

 

Strategy update

We continue to make satisfactory progress against our strategic priorities by taking decisive action to grow and simplify our business and to manage our liquidity, capital and costs more efficiently in compliance with our regulatory and ESG requirements.

 

In this regard, we will:

 

§     commence taking retail deposits in the UK in the autumn. This will provide Conister Bank with a source of alternative liquidity to alleviate the reliance on our loyal Isle of Man retail and commercial deposit customers;

§      further simplify the Group's structure to deliver cost efficiencies through supplier reviews and technological enhancements;

§     continue to enhance our customers' experience through the deployment of technology where it really adds value, by taking a digital first approach. This will include introducing self-service functionality for our lending and deposit customers and introducing a digital deposit taking system;

§       expand our product offering in markets that have shown resilience in recent years and seek to increase our market share in these markets through accretive acquisitions;

§     withdraw from markets that do not deliver the credit experience we require, or where price is the only differentiator;

§     deploy our capital in the most sustainable markets, and in products that produce the best outcomes for our customers; and

§     develop and use technology to reduce our carbon footprint and encourage the Group, and its stakeholders, to better understand the consequence of their actions or inactions.

 

Financial review

The Group's results for the period continued to be negatively impacted by the Bank of England's fight to reduce inflation as our Net Interest Income ("NII") reduced by 13.43% to 66.4% (30 June 2023: 79.7%). Notwithstanding, this result was more favourable than our internal expectations. Our margin erosion was partly offset by net loan book growth of £29.5 million which was supported by an improved net yield of 12.6% (30 June 2023: 10.7%) as we strived to offset the expected reduction in our NII. It is also encouraging that, as both our lending and deposits are almost exclusively at fixed rates, and the deposit book matures more quickly than the lending book, we will experience an improvement in our NII as deposit rates start to decrease. We are already experiencing this uplift at the beginning of the second half.

 

Whilst the NII reduced as a percentage, in income terms it actually increased by £0.9 million to £17.3 million (30 June 2023: £16.4 million). Year-on-year, this improvement helped increase Operating Income by £1.3 million to £17.6 million (30 June 2023: £16.3 million).

 

With Employment expenses reducing slightly year-on-year, and all costs other than Administration expenses remaining constant, the Group's Profit before Tax increased by 16% to £3.5 million (30 June 2023: £3.0 million), leading to the Profit attributable to the Group's owners increasing by 25.1% to £2.4 million (30 June 2023: £1.9 million).

 

Turning to the Balance Sheet, the loan book growth of £10.1 million to £372.8 million since the year-end (31 December 2023: £362.7 million) was supported by an increase in deposits of £18.9 million to £409.3 million (31 December 2023: £390.4 million). This gain in deposits allowed the Group to improve its liquidity, which it holds as cash or UK Government Treasury Bills, by £7.7 million to £95.9 million (31 December 2023: £88.2 million). Total Equity attributable to shareholders of the parent increased by £2.2 million to £37.1 million since the year-end (31 December 2023: £34.9 million).

 

I reported at the end of 2023 that Conister Bank's exposure and potential liability following the UK FCA's review of discretionary commission arrangements in the motor finance sector was expected to be minimal. The UK FCA was due to publish its findings in September 2024, which would have given clarity on the position, but it has delayed its final announcement until 2025. Pending the announcement, the Board continues to be of the view that there is no present need for any provision, and Conister Bank continues to consider a range of possible outcomes.

 

Business review

Conister Bank Limited ("The Bank") remains the Group's principal profit driver and continues to perform admirably through these turbulent times. With net loan book growth of £10.3 million to £370.4 million (31 December 2023: £360.1 million) supported by a greater increase in deposits to £409.3 million (31 December 2023: £390.4 million) the Bank's Loan to Deposit ratio eased to 90.5%.

 

Excess liquidity, which will support future lending, is currently generating a positive return in short-term UK Government Treasury Bills. We are in an exceptionally good liquidity position. Turning to regulatory capital, the Bank continues to enjoy a robust CET1 of 12.0% (31 December 2023: 10.9%) and will continue to evolve its liquidity and capital deployment to ensure it optimises its return to all stakeholders. Part of its redeployment of capital strategy enabled the Bank to withdraw from the UK Credit Broker market as returns were volatile. Access to the markets that were being introduced to the Bank can be better served either a) directly, or b) more securely through our Structured Finance products. Accessing these markets utilising either of these two methods will reduce the Bank's credit risk.

 

I am pleased to welcome Lynsey Elliott as an independent non-executive director to the Bank's board and also a member of the Audit, Risk and Compliance Committee. Lynsey has spent 25 years working in the Isle of Man's finance sector and is a Fellow of the Association of Chartered Certified Accountants.

 

As anticipated, PAL has had a difficult start to this year, despite recording a profit of £1.9 million (30 June 2023: £1.5 million), but we have every confidence that our remedial actions will be successful, leading to a renewal of profitability in 2025. Despite this, I fully expect this business to still have a major positive impact on the Group's full year results.

 

Our foreign exchange advisory business, MFX, continues to thrive during these turbulent times and has a recorded a profit of £0.5 million (30 June 2023: £0.4 million), significantly ahead of last year. Equally pleasingly, our Isle of Man Independent Financial Advisor, Edgewater Associates Limited, recorded aa profit of £0.3 million (30 June 2023: £0.1 million). Our UK based sub-prime lender, The British Lending Exchange Limited recorded a profit of £0.4 million (30 June 2023: £0.3 million). All other operating subsidiaries are trading admirably and contributed, on a consolidated basis, a further £0.5 million to the Interim results.

 

Outlook

Whilst we do not know the exact content of the UK Chancellor's autumn budget statement on 30 October, I do believe the ground has been adequately prepared to ensure the UK public are not surprised by the scale and breadth of the increase in tax burden the country is being asked to accept. This can only lead to a deferment of investment and expenditure as people and businesses alike will prudently take stock of their financial position. Whilst Bank of England interest rate reductions will provide some level of stimulus, the overall position will be less positive than that experienced in the first half of the year, and we expect that will be reflected in our full year financial performance.

 

Notwithstanding, we have businesses in the Group which thrive on volatility and there will be credit markets that will also be attractive to the Bank and our other lending subsidiaries. However, we will continue to position the Group for the longer term, whilst seeking opportunities as and when they arise.

 

Presentation and webcast for analysts and investors

A conference call with management, including an opportunity to ask questions, will commence at 2:00 pm (BST) on 1 October 2024. A copy of the presentation will be available in the Investor Relations section of www.mfg.im from 4:00 pm (BST) that day. To access the webcast, please register your interest by writing to investor@mfg.im, together with any advanced questions you may have by 5:00 pm (BST) on 27 September 2024.

 

Thank you

These results have been achieved despite a difficult operating environment and are a testament to our loyal customer base, our staff, and your Board.

 

Jim Mellon

 

Executive Chair

23 September 2024

 

CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

 

Notes


For the six months ended

30 June

2024

£'000

(unaudited)

 

For the six months ended

30 June

2023

£'000

(unaudited)


For the year ended

31 December 2023

£'000

(audited)




 

 




Interest revenue calculated using the effective interest method

6


27,243

 

21,458


45,356

Other interest income

6


766

 

713


1,535

Interest expense



(10,684)

 

(5,787)


(14,530)




 

 







 

 




Net interest income

 

 

17,325

 

16,384


32,361

 



 

 




Fee and commission income



2,178

 

2,248


3,997

Fee and commission expense



(3,851)

 

(3,046)


(7,327)




 

 







 

 




Net trading income

 

 

15,652

 

15,586


29,031




 

 




Other operating income



275

 

62


364

Gain on financial instruments



-

 

-


195

Realised gain on debt securities

9


1,671

 

664


1,893

 

 



 

 







 

 




Operating income

 

 

17,598

 

16,312


31,483




 

 




Employment expenses



(6,211)

 

(6,236)


(12,170)

Administration expenses



(3,938)

 

(3,031)


(6,627)

Provision for impairment on loans and advances to customers



(3,304)

 

(3,294)


(4,135)

Depreciation



(444)

 

(407)


(825)

Amortisation and impairment of intangibles



(217)

 

(312)


(683)

Share of profit of equity accounted investees, net of tax



37

 

-


-

 



 

 




 



 

 




Profit before tax payable

 

 

3,521

 

3,032


7,043




 

 




Income tax expense



(739)

 

(493)


(903)




 

 







 

 




Profit for the period / year

 

 

2,782

 

2,539


6,140

 



 

 




 



 

 


 


 

The notes form an integral part of these condensed consolidated interim financial statements.

               

Notes


For the six months ended

30 June

2024

£'000

(unaudited)

 

For the six months ended

30 June

2023

£'000

(unaudited)


For the year ended

31 December 2023

£'000

(audited)

 



 

 




Profit for the period / year

 

 

2,782

 

2,539

 

6,140

 



 

 




Other comprehensive income:



 

 







 

 




Items that will be reclassified to profit or loss



 

 




Net unrealised gain on debt securities



-

 

62


324

Related tax                                                                           



-

 

-


(32)




 

 




Items that will never be reclassified to profit or loss



 

 




Actuarial gain on defined benefit pension scheme taken to equity



-

 

-


29

Related tax



-

 

-


(3)




 

 




Other comprehensive income, net of tax

 

 

-

 

62

 

318




 

 




 



 

 


 


Total comprehensive income for the period / year

 

 

2,782

 

2,601

 

6,458

 



 

 


 


 



 

 


 


Profit attributable to:



 

 


 


Owners of the Company



2,410

 

1,927

 

5,288

Non-controlling interest



372

 

612

 

852




















2,782

 

2,539

 

6,140




 

 


 





 

 


 





 

 


 


Total comprehensive income attributable to:



 

 


 


Owners of the Company



2,410

 

1,989

 

5,606

Non-controlling interest



372

 

612

 

852




 

 


 





 

 


 





2,782

 

2,601

 

6,458




 

 


 





 

 


 





 

 


 





 

 


 


Earnings per share - profit for the period / year



 

 


 


Basic earnings per share (pence)

8


2.07

 

1.67

 

4.59

Diluted earnings per share (pence)

8


1.59

 

1.30

 

3.51




 

 


 


Earnings per share - total comprehensive income

for the period / year



 

 


 


Basic earnings per share (pence)

8


2.07

 

1.73

 

4.86

Diluted earnings per share (pence)

8


1.59

 

1.34

 

3.71




 

 


 


 





 

 


 

The notes form an integral part of these condensed consolidated interim financial statements.

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

 

 

 

As at

 

 

 

Notes


30 June

2024

£'000

(unaudited)


30 June

2023

£'000

(unaudited)


31 December 2023

£'000

(audited)

 

Assets





 



Cash and cash equivalents



18,651


17,267


12,107

Debt securities

9


77,257


31,371


76,129

Equity held at Fair Value Through Profit or Loss



138


122


138

Loans and advances to customers

5,10


372,775


343,244


362,653

Trade and other receivables

11


11,623


7,227


8,227

Property, plant and equipment



6,072


6,665


6,410

Intangible assets



4,905


3,028


4,268

Investment in associates



233


197


197

Goodwill

12


10,576


10,576


10,576




 








 





Total assets



502,230

 

419,697

 

480,705




 








 





 



 





Liabilities



 





Deposits from customers



409,284


332,510


390,421

Creditors and accrued charges

13


14,357


14,857


14,409

Deferred consideration

16


5


216


20

Loan notes

14


41,407


39,492


39,317

Pension liability



105


240


162

Deferred tax liability



377


353


392




 








 





Total liabilities



465,535

 

387,668

 

444,721




 








 





 



 





Equity



 





Called up share capital

15


19,626


19,286


19,384

Profit and loss account



17,425


11,927


15,544

Revaluation reserve



15


15


15

Non-controlling interest



(371)


801


1,041




 








 





Total equity



36,695

 

32,029

 

35,984




 








 





Total liabilities and equity



502,230

 

419,697

 

480,705






 



 

The notes form an integral part of these condensed consolidated interim financial statements.

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY


Attributable to owners of the Company

 

 

 

 

 

For the six months ended 30 June 2024

 

 

Share capital

£'000

 

 

Profit and loss account

£'000

 

 

Revaluati-on reserve

£'000


 

 

 

Total

£'000

 

 

Non-controlling interest

£'000

 

 

 

Total

equity

£'000

 

 












Balance at 1 January 2023

19,195

 

10,371

 

15

 

29,581

 

189

 

29,770

 

 


 

 

 

 

 

 

 

 

 

Total comprehensive income for the period:












Profit for the period

-


1,927


-


1,927


612


2,539

Other comprehensive income

-


62


-


62


-


62














-











Total comprehensive income for the period

-


1,989


-


1,989


612


2,601

 












Changes in ownership interests:












Dividend declared (see Note 15)

91


(433)


-


(342)


-


(342)











 

 












 












Total changes in ownership interests

91


(433)


-


(342)


-


(342)

 












 

 


 

 

 

 

 

 

 

 

 

Balance at 30 June 2023

19,286

 

11,927

 

15

 

31,228

 

801

 

32,029

 

 


 

 

 

 

 

 

 

 

 

 

 


 

 

 

 

 

 

 

 

 

Balance at 1 July 2023

19,286

 

11,927

 

15

 

31,228

 

801

 

32,029

 

 


 

 

 

 

 

 

 

 

 

Total comprehensive income for the period:

 


 

 

 

 

 

 

 

 

 

Profit for the period

-


3,361


-


3,361


240


3,601

Other comprehensive income

-


256


-


256


-


256

 












 












Total comprehensive income for the period

-


3,617


-


3,617


240


3,857

 












Changes in ownership interests:












Share issue (see Note 15)

98


-


-


98


-


98

 












 












Total changes in ownership interests

98


-


-


98


-


98

 

 


 

 

 

 

 

 

 

 

 

 

 


 

 

 

 

 

 

 

 

 

Balance at 31 December 2023

19,384

 

15,544

 

15

 

34,943

 

1,041

 

35,984

 

 


 

 

 

 

 

 

 

 

 

 

 


 

 

 

 

 

 

 

 

 

Balance at 1 January 2024

19,384


15,544

 

15

 

34,943

 

1,041

 

35,984

 

 


 

 

 

 

 

 

 

 

 

Total comprehensive income for the period:

 


 

 

 

 

 

 

 

 

 

Profit for the period

-


2,410

 

-

 

2,410

 

372

 

2,782

Other comprehensive income

-


-

 

-

 

-

 

-

 

-


 


 

 

 

 

 

 

 

 

 

 

 


 

 

 

 

 

 

 

 

 

Total comprehensive income for the period

-


2,410

 

-

 

2,410

 

372

 

2,782


 


 

 

 

 

 

 

 

 

 

Changes in ownership interests:

 


 

 

 

 

 

 

 

 

 

Dividend declared (see Note 15)

193


(529)

 

-

 

(336)

 

(1,784)

 

(2,120)

Share issue (see Note 15)

49


-

 

-

 

49

 

-

 

49


 


 

 

 

 

 

 

 

 

 

 

 


 

 

 

 

 

 

 

 

 

Total changes in ownership interests

242


(529)

 

-

 

(287)

 

(1,784)

 

(2,071)

 

 


 

 

 

 

 

 

 

 

 


 


 

 

 

 

 

 

 

 

 

Balance at 30 June 2024

 

17,425

 

15

 

37,066

 

(371)

 

36,695













 

The notes form an integral part of these condensed consolidated interim financial statements.

 

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

 

 

 

 

 

 

 

 

 

Notes


For the six months ended

30 June

2024

£'000

(unaudited)

 

For the six months ended

30 June

2023

£'000

(unaudited)


For the year ended

31 December 2023

£'000

(audited)

 



 

 




RECONCILIATION OF PROFIT BEFORE TAXATION TO OPERATING CASH FLOWS

 



 

 




Profit before tax



3,521

 

3,032

 

7,043

 

Adjustments for:



 

 




Depreciation



444

 

407


825

Amortisation of intangibles



217

 

312


683

Impairment of loans and advances to customers



3,304

 

3,294


4,135

Net interest income



(18,646)

 

(17,500)


(34,726)

Realised gains on debt securities



(1,671)

 

(664)


(1,893)

Share of profit of equity accounted investees



(37)

 

-


  -

Contingent consideration interest expense



-

 

4


4

Pension charge included in employment expenses



-

 

3


11

Gain on financial instruments



-

 

-


(195)




 

 







 

 







(12,868)

 

(11,112)

 

(24,113)

Changes in:



 

 




Trade and other receivables



(3,396)

 

(3,016)


(4,016)

Creditors and accrued charges



(379)

 

1,283


1,953




 

 







 

 




Net cash used in trading activities



(16,643)

 

(12,845)

 

(26,176)

 

Changes in:



 

 




Loans and advances to customers



(13,748)

 

(52,852)


(75,590)

Deposits from customers



19,838

 

28,974


88,116

Pension contribution



(57)

 

-


(57)




 

 







 

 




Cash used in operating activities



(10,610)

 

(36,723)

 

(13,707)

 



 

 




 

The notes form an integral part of these condensed consolidated interim financial statements.   

 

 

 

 

 

 

 

 

Notes


For the six months ended

30 June

2024

£'000

(unaudited)

 

For the six months ended

30 June

2023

£'000

(unaudited)


For the year ended

31 December 2023

£'000

(audited)

 



 

 

 



CASH FLOW STATEMENT



 

 

 



 



 

 

 



Cash from operating activities



 

 




Cash outflow from operating activities



(10,610)

 

(36,723)


(13,707)

Interest received



28,331

 

20,888


47,168

Interest paid



(10,338)

 

(5,599)


(14,059)

Income taxes paid



(91)

 

(331)


(1,337)




 

 




 



 

 




Net cash from / (used) from operating activities



7,292

 

(21,765)


18,065

 



 

 




Cash flows from investing activities



 

 




Purchase of property, plant and equipment



(106)

 

(356)


(1,280)

Purchase of intangible assets



(853)

 

(638)


(2,248)

Sale of property, plant and equipment



-

 

-


759

Net sale of debt securities

9


543

 

9,366


   (33,237)  

Contingent consideration

16


(15)

 

(50)


(67)

 



 

 




 



 

 




Net cash (used in) / from investing activities



(431)

 

8,322


(36,073)




 

 




Cash flows from financing activities



 

 




Receipt of loan notes

14


2,090

 

8,159


7,985

Payment of lease liabilities (capital)



(336)

 

(79)


(256)

Dividend paid



(2,120)

 

-


(342)

Share issue



49

 

-


98




 

 




 



 

 




Net cash (used in) / from financing activities



(317)

 

8,080


7,485

 



 

 




Net increase / (decrease) in cash and cash equivalents

 

 

6,544

 

(5,363)


(10,523)




 

 




Cash and cash equivalents - opening



12,107

 

22,630


22,630




 

 




 

 

 

 

 




Cash and cash equivalents - closing

 

 

18,651

 

17,267


12,107

 

 

 

 

 




 

NOTES

FOR THE SIX MONTHS ENDED 30 JUNE 2024

1.   Reporting entity

Manx Financial Group PLC (the "Company" or "MFG") is a company incorporated in the Isle of Man. These condensed consolidated interim financial statements ("interim financial statements") are as at and for the six months ended 30 June 2024 and comprise the Company and its subsidiaries ("Group").

2.   Basis of accounting

These interim financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting and should be read in conjunction with the last annual consolidated financial statements as at and for the year ended 31 December 2023 ("Annual Financial Statements 2023"). They do not include all of the information required for a complete set of IFRS financial statements. However, selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the Group's financial position and performance since the last annual financial statements.

3.   Functional and presentation currency

These financial statements are presented in pounds sterling, which is the parent entity's functional currency. All amounts have been rounded to the nearest thousand, unless otherwise indicated. All subsidiaries of the Group have pounds sterling as their functional currency.

4.   Use of judgements and estimates

In preparing these interim financial statements, management make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

 

The significant judgements made by management in applying the Group's accounting policies and key sources of estimation uncertainty are the same as those described in the last annual financial statements.

All Company financial assets and liabilities carrying amounts are deemed to be reasonable approximation of fair value.

5.   Credit risk

A summary of the Group's current policies and practices for the management of credit risk is set out in Note 7 - Financial risk review and Note 42 - Financial risk management on pages 64 and 96 respectively of the Annual Financial Statements 2023.

 

An explanation of the terms Stage 1, Stage 2 and Stage 3 is included in Note 44 (G)(vi) on page 106 of the Annual Financial Statements 2023.

 

A.  Summary of credit risk on loans and advances to customers

 

2024

 

2023

 

30 June (unaudited)

Stage 1

£'000

Stage 2

£'000

Stage 3

£'000

Total

£'000

 

Stage 1

£'000

Stage 2

£'000

Stage 3

£'000

Total

£'000


 

 

 

 






Grade A

352,431

-

-

352,431

 

324,303

-

-

324,303

Grade B

-

9,251

4,538

13,789

 

-

2,557

8,483

11,040

Grade C

-

5

28,732

28,737

 

5,280

306

20,179

25,765


 

 

 

 

 






 

 

 

 

 





Gross value

352,431

9,256

33,270

394,957

 

329,583

2,863

28,662

361,108


 

 

 

 

 





Allowance for impairment

(279)

(8)

(21,895)

(22,182)

 

(3,529)

(119)

(14,216)

(17,864)


 

 

 

 

 






 

 

 

 

 





Carrying value

352,152

9,248

11,375

372,775

 

326,054

2,744

14,446

343,244



 

 

 

 

 

 

 

 

 


2023


2022

 

31 December (audited)

Stage 1

£'000

Stage 2

£'000

Stage 3

£'000

Total

£'000


Stage 1

£'000

Stage 2

£'000

Stage 3

£'000

Total

£'000











Grade A

341,953

-

-

341,953


273,332

-

-

273,332

Grade B

-

7,822

3,700

11,522


-

5,006

9,347

14,353

Grade C

-

2

28,791

28,793


391

-

19,576

19,967





















Gross value

341,953

7,824

32,491

382,268


273,723

5,006

28,923

307,652











Allowance for impairment

       (184)

           (6)

(19,425)

(19,615)


(303)

(3)

(15,871)

(16,177)





















Carrying value

341,769

7,818

13,066

362,653


273,420

5,003

13,052

291,475











 

Loans are graded A to C depending on the level of risk. Grade C relates to agreements with the highest of risk, Grade B with medium risk and Grade A relates to agreements with the lowest risk.

 

B.  Summary of overdue status of loans and advances to customers

 

 

2024


2023

 

30 June (unaudited)

Stage 1

£000

Stage 2

£000

Stage 3

£000

Total

£000


Stage 1

£000

Stage 2

£000

Stage 3

£000

Total

£000











Current

340,658

-

-

340,658


323,949

-

-

323,949

Overdue < 30 days

11,773

-

-

11,773


5,634

-

-

5,634

Overdue > 30 days

-

9,256

33,270

42,526


-

2,863

28,662

31,525


352,431

9,256

33,270

394,957


329,583

2,863

28,662

361,108

 


2023


2022

 

31 December (audited)

Stage 1

£000

Stage 2

£000

Stage 3

£000

Total

£000


Stage 1

£000

Stage 2

£000

Stage 3

£000

Total

£000











Current

333,740

-

-

333,740


269,130

-

-

269,130

Overdue < 30 days

8,213

-

-

8,213


4,593

604

-

5,197

Overdue > 30 days

-

7,825

32,490

40,315


-

4,402

28,923

33,325


341,953

7,825

32,490

382,268


273,723

5,006

28,923

307,652

6.   Interest revenue and other interest income

Interest revenue and other interest income represents charges and interest on finance and leasing agreements attributable to the period or year after adjusting for early settlements and interest on bank balances.

7.   Operating segments

Segmental information is presented in respect of the Group's business segments. The Directors consider that the Group currently operates in one geographic segment comprising of the Isle of Man, UK and Channel Islands. The primary format for business segments is based on the Group's management and internal reporting structure. The Directors consider that the Group operates in three (2023: three) product orientated segments in addition to its financial activities to allocate the Group's capital (investing activities): (i) Asset and Personal Finance (including provision of HP contracts, finance leases, personal loans, commercial loans, block discounting, vehicle stocking plans and wholesale funding agreements); (ii) Edgewater Associates Limited (provision of financial advice), and (iii) MFX Limited (provision of foreign currency transaction services).

 

 

 

For the 6 months ended 30 June 2024 (unaudited)

Asset and

Personal

Finance

£000

 

 

Edgewater Associates

£000


 

MFX Limited

£000

 

 

Investing

Activities

£000

 

 

 

Total

£000









 

 

Interest revenue calculated using the effective interest method

 

27,243


 

-


 

-


 

-

 

 

27,243

Other interest income

766


-


-


-

 

766

Interest expense

(10,684)


-


-


-

 

(10,684)

Net interest income

17,325

 

-

 

-

 

-

 

17,325

Components of Net trading income

(3,405)


1,077


655


-

 

(1,673)

Net trading income

13,920

 

1,077

 

655

 

-

 

15,652

Components of Operating income

1,927


-


1


18

 

1,946

Operating income

15,847

 

1,077

 

656

 

18

 

17,598

Depreciation

(371)


(12)


(1)


(60)

 

(444)

Amortisation and impairment of intangibles

(89)


(39)


(2)


(87)

 

(217)

All other expenses

(12,435)


(732)


(148)


(138)

 

(13,453)

Share of profit of equity accounted investees, net of tax

37


-


-


-


37

Profit / (loss) before tax payable

2,989

 

294

 

505

 

(267)

 

3,521

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital expenditure

959


-


-


-


959

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total assets

457,023

 

1,890

 

419

 

42,898

 

502,230

Total liabilities

437,350

 

297

 

7

 

27,881

 

465,535











 

 

 

 

For the 6 months ended 30 June 2023 (unaudited)

Asset and

Personal

Finance

£000


 

Edgewater Associates

£000


 

MFX Limited

£000


 

Investing

Activities

£000


 

 

Total

£000











Interest revenue calculated using the effective interest method

21,458


-


-


-


21,458

Other interest income

713


-


-


-


713

  Interest expense

(4,660)


-


-


(1,127)


(5,787)











Net interest income

17,511


-


-


(1,127)


16,384

Components of Net trading income

(2,603)


1,200


605


-


(798)

Net trading income

14,908


1,200


605


(1,127)


15,586

Components of Operating income

726


-


-


-


726

Operating income

15,634


1,200


605


(1,127)


16,312

Depreciation

(364)


(10)


(1)


(32)


(407)

Amortisation and impairment of intangibles

(271)


(37)


(2)


(2)


(312)

All other expenses

(10,995)


(1,009)


(168)


(389)


(12,561)

Share of profit of equity accounted investees, net of tax

-


-


-


-


-











Profit / (loss) before tax payable

4,004


144


434


(1,550)


3,032











Capital expenditure

994


-


-


-


994





















Total assets

365,236


1,499


271


52,691


419,697

Total liabilities

347,391


21


8


40,247


387,667











 

 

 

 

For the year ended 31 December 2023 (audited)

Asset and

Personal

Finance

£000


 

Edgewater Associates

£000


 

MFX Limited

£000


 

Investing

Activities

£000


 

 

Total

£000











Interest revenue calculated using the effective interest method

45,356


-


-


-


45,356

Other interest income

1,535


-


-


-


1,535

Interest expense

(14,538)


-


-


8


(14,530)

Net interest income

32,353


-


-


8


32,361

Components of Net trading income

(6,410)


2,032


1,048


-


(3,330)

Net trading income

25,943


2,032


1,048


8


29,031

Components of Operating income

2,450


2


-


-


2,452

Operating income

28,393


2,034


1,048


8


31,483

Depreciation

(739)


(22)


(1)


        (63)


(825)

Amortisation and impairment of intangibles

(545)


(76)


(5)


(57)


(683)

All other expenses

(20,294)


(1,972)


(364)


(302)


(22,932)

Share of profit of equity accounted investees, net of tax

-


-


-


-


-

Profit / (loss) before tax payable

       6,815


(36)


678


(414)


7,043











Capital expenditure

2,627


6


-


895


3,528





















Total assets

438,916


1,578


267


39,944


480,705

Total liabilities

418,794


279


10


25,638


444,721











8.   Earnings per share

 


For the 6 months ended

30 June 2024

 (unaudited)


For the 6 months ended

30 June 2023

 (unaudited)


For the

year ended

31 Dec 2023

 (audited)

 

 

 





Profit for the period / year attributable to owners of the Company

 

£2,410,000


£1,927,000


£5,288,000

 

 

 






 

 





Weighted average number of ordinary shares in issue (basic)

 

116,378,211


115,072,988


115,330,589

Basic earnings per share (pence)

 

2.07


1.67


4.59

Diluted earnings per share (pence)

 

1.59


1.30


3.51


 

 





 

 

 





 

 

 





Total comprehensive income for the period / year attributable to owners of the Company

 

 

£2,410,000


 

£1,989,000


 

£5,606,000

 

 

 





 

 

 





Weighted average number of ordinary shares in issue (basic)

 

116,378,211


115,072,988


115,330,589

Basic earnings per share (pence)

 

2.07


1.73


4.86

Diluted earnings per share (pence)

 

1.59


1.34


3.71


 

 





 

The basic earnings per share calculation is based upon the profit for the period / year after taxation and the weighted average of the number of shares in issue throughout the period / year.

 

As at

 

30 June 2024

(unaudited)

 

30 June 2023

(unaudited)

 

31 Dec 2023

(audited)

 

 

 





Reconciliation of weighted average number of ordinary shares in issue between basic and diluted

 

 





Weighted average number of ordinary shares (basic)

 

116,378,211


115,072,988


115,330,589

Number of shares issued if all convertible loan notes were exchanged for equity

 

37,916,667


37,916,667


37,916,667

Dilutive element of share options if exercised

 

2,922,088


2,409,005


2,460,929


 

 

 





 

 

 




Weighted average number of ordinary shares (diluted)

 

157,216,966

 

155,398,660


155,708,185


 

 

 




 

 

 





 

 

 





Reconciliation of profit for the period / year between basic and diluted

 

 





Profit for the period / year (basic)

 

£2,410,000


£1,927,000


£5,288,000

Interest expense saved if all convertible loan notes were exchanged for equity

 

£97,500


£97,500


£171,415


 

 

 





 

 

 




Profit for the period / year (diluted)

 

£2,507,500

 

£2,024,500


£5,459,415


 

 

 

 



 

The diluted earnings per share calculation assumes that all convertible loan notes have been converted / exercised at the beginning of the period in which they are dilutive.

 

As at

 

30 June 2024

(unaudited)

 

30 June 2023

(unaudited)

 

31 Dec 2023

(audited)

 

 

 





Reconciliation of total comprehensive income for the period / year between basic and diluted

 

 





Total comprehensive income for the period / year (basic)

 

£2,410,000


£1,989,000


£5,606,000

Interest expense saved if all convertible loan notes were exchanged for equity

 

£97,500


£97,500


£171,415


 

 

 





 

 

 




Total comprehensive income for the period / year (diluted)

 

£2,507,500

 

£2,086,500


£5,777,415


 

 

 

 



9.   Debt securities

 

 

As at

 

30 June 2024

£'000

(unaudited)


30 June 2023

£'000

(unaudited)


31 Dec 2023

£'000

(audited)



 





Financial assets at fair value through other comprehensive income:

 

 

 


 


UK Government treasury bills

 

77,257


31,371


76,129


 

 

 


 



 

 

 


 


 

 

77,257

 

31,371

 

76,129

 

 






 

UK Government Treasury Bills are stated at fair value and unrealised changes in the fair value are reflected in other comprehensive income. Realised gains of £1,671,000 (30 June 2023: £664,000 and 31 December 2023: £1,893,000) were reclassified from other comprehensive income to profit and loss during the period. Net unrealised gains of £nil (30 June 2023: £62,000 and 31 December 2023: £324,000) have been recognised in other comprehensive income during the period.

10. Loans and advances to customers

 

 

 

 

As at

 

 

Gross

Amount

£'000

 

 

 

Impairment Allowance

£'000

 

30 June 2024

Carrying

Value

£'000

(unaudited)


30 June 2023

Carrying

Value

£'000

(unaudited)


31 Dec 2023

Carrying

Value

£'000

(audited)


 

 

 

 

 



 


HP balances

121,453

 

(4,264)

 

117,189


98,058

 

115,390

Finance lease balances

26,220

 

(2,930)

 

23,290


17,503

 

21,828

Unsecured personal loans

121,971

 

(13,237)

 

108,734


66,715

 

           77,814

Vehicle stocking plans

1,537

 

-

 

1,537


1,904

 

1,973

Wholesale funding arrangements

11,812

 

-

 

11,812


25,214

 

21,503

Block discounting

37,823

 

-

 

37,823


54,873

 

47,520

Secured commercial loans

31,613

 

(578)

 

31,035


12,086

 

25,272

Secured personal loans

905

 

-

 

905


964

 

1,075

Government backed loans

32,042

 

(1,173)

 

30,869


46,836

 

40,210

Property secured

9,581

 

-

 

9,581


19,091

 

10,068


 

 

 

 

 



 



 

 

 

 

 



 



 

 

 

 

 



 


 

394,957

 

(22,182)

 

372,775


343,244

 

362,653

 

 

 

 

 

 



 


 




 



 


11. Trade and other receivables

 

 

As at


30 June 2024

£'000

(unaudited)


30 June 2023

£'000

(unaudited)


31 Dec 2023

£'000

(audited)










 





Prepayments


613


4,495


497

Other debtors


11,010


2,732


7,730



 







 







11,623


7,227


8,227





 



12. Goodwill

 

 

As at


30 June 2024

£'000

(unaudited)


30 June 2023

£'000

(unaudited)


31 Dec 2023

£'000

(audited)





 





 





Payment Assist Limited


4,456


4,456


4,456

Edgewater Associates Limited


1,649


1,649


1,649

British Lending Exchange Limited


1,908


1,908


1,908

Blue Star Business Solutions Limited


1,390


1,390


1,390

Ninkasi Rentals & Finance Limited


678


678


678

                Manx Collections Limited


454


454


454

Three Spires Insurance Services Limited


41


41


41



 







 







10,576


10,576


10,576





 



13. Creditors and accrued charges

 

 

As at


30 June 2024

£'000

(unaudited)


30 June 2023

£'000

(unaudited)


31 Dec 2023

£'000

(audited)





 





 





Commission creditors


171


726


174

Other creditors and accruals


11,809


11,742


12,623

Lease liability


1,022


1,535


1,358

Taxation creditors


1,355


854


254



 







 







14,357


14,857


14,409





 



14. Loan notes

 

 

As at

 

 

Notes


30 June 2024

£'000

(unaudited)


30 June 2023

£'000

(unaudited)


31 Dec 2023

£'000

(audited)









 



 





Related parties



 





J Mellon

JM


1,750


1,750


1,750

Burnbrae Limited

BL


3,200


3,200


3,200

Culminant Reinsurance Ltd

CR


1,000


1,000


1,000

John Spellman

JS


400


-


-

Ian Morley

IM


250


-


-

Alan Clarke

AC


100


 




 


 








 








6,700


5,950


5,950

Unrelated parties

UP


34,707


33,542


33,367




 








 








41,407


39,492


39,317






 



JM - Two loans, one of £1,250,000 maturing on 26 February 2025 with interest payable of 5.4% per annum, convertible to ordinary shares of the Company at a rate of 9.0 pence, one of £500,000 maturing on 31 July 2027, paying interest of 7.5% per annum and convertible to ordinary shares of the Company at a rate of 8.0 pence.

 

BL - Three loans, one of £1,200,000 maturing on 31 July 2027, paying interest of 7.5% per annum, convertible to ordinary shares of the Company at a rate of 8.0 pence, one of £1,000,000 maturing 25 February 2025, paying interest of 5.4% per annum, and one of £1,000,000 maturing 28 February 2025 paying interest of 6% per annum. Jim Mellon is the beneficial owner of BL and Denham Eke is also a director.

 

CR - One loan consisting of £1,000,000 maturing on 12 October 2025, paying interest of 6.0% per annum. Greg Bailey, a Director, is the beneficial owner of CR.

 

JS - One loan consisting of £400,000 maturing on 3 May 2029, paying interest of 8.5% per annum. John Spellman is a Director of the Group.

 

IM - One loan consisting of £250,000 maturing on 3 June 2026, paying interest of 8.0% per annum. Ian Morley is a Director of the Conister Bank Limited, a subsidiary of the Group.

 

AC - Two loans of £50,000 each, both maturing on 6 May 2025, paying interest of 7.75% per annum. Alan Clarke is a Director of the Group.

 

UP - Forty six loans (2023: Forty), the earliest maturity date is 15 July 2024, and the latest maturity is 5 April 2029. The average interest payable is 6.36% (2023: 5.87%). The cause for the increase is due to the rising interest environment increasing the cost of loan notes renewed particularly in the first six months of 2024. With respect to the convertible loans, the interest rate applied was deemed by the Directors to be equivalent to the market rate at the time with no conversion option.

15. Called up share capital

Ordinary Shares of no-par value available for issue

  Number

 

At 30 June 2024, 30 June 2023, 31 December 2023

200,200,000

 

       

Issued and fully paid ordinary Shares of no par value

Number

 

£'000

 

 




Balance at 30 June 2024

117,555,757

 

19,626

Balance at 30 June 2023

116,191,936


19,287

Balance at 31 December 2023

115,072,988


19,384



 


 

Dividends

On 25 April, MFG declared a dividend of £529,000 (2023: £433,000) which was calculated as being 10% of the profit after tax available to Shareholders, which could either be taken up in cash or new ordinary shares. On 19 June 2024 1,013,821 new shares (2023: 418,948 new shares) were admitted to the Alternative Investment Market ("AIM") at 19.0 pence per share (2023: 21.8974 pence per share), at a total cost of £193,000 (2023: £91,000). A dividend of £1.784 million was paid to non-controlling interest shareholders during the period.

 

Convertible loans

There are three convertible loans totalling £2,950,000 (30 June and 31 December 2023: three convertible loans totalling £2,950,000).

 

Share options and Restricted Stock Units

i. Issued during the financial year ended 31 December 2022 and 2023

On 5 July 2022, 27 October 2022 and 29 November 2023, MFG granted Restricted Stock Units ("RSUs") under its 2022 RSU Plan. The Group issued, in total, RSUs over 4,687,500 ordinary shares representing 4.1% of the issued share capital of the Group, including 2,900,000 to certain Directors and 1,787,500 to certain employees. The RSUs will have a 2-year term and are subject to certain vesting conditions based upon an overall growth in profitability. Any RSUs granted will fall away should the recipient leave employment before the 2-year term expires. Should the individual vesting conditions be satisfied at the end of the term, the stock can be exercised at nil cost.

 

The Group directors who received RSUs are as follows:

 

§      Douglas Grant, Group Chief Executive Officer, was issued 1,925,000 RSU's. Including the 1,243,129 Ordinary Shares in the Company he currently owns, he would hold a total of 3,168,129 on a fully diluted basis, being 2.0% of the new issued share capital of the Company; and

§      James Smeed, Group Finance Director, was issued 475,000 RSUs. On the same basis, he would hold 0.3% of the new issued share capital of the Company.

The terms and conditions of the grants are as follows: and will be settled by the physical delivery of shares.

 

 

 

 

Grant date / employees entitled

 

 

Number of Units

 

 

Contractual life of options









Option grant to key employees at 5 July 2022

1,020,000

 

2 years

Option grant to Directors at 5 July 2022

1,100,000

 

2 years

Option grant to key employees at 27 October 2022

165,000

 

2 years

Option grant to Directors at 27 October 2022

150,000

 

2 years

Option grant to key employees at 29 November 2023

1,150,000

 

2 years

Option grant to Directors at 29 November 2023

1,102,500

 

2 years


 

 


Total share options

4,687,500

 


 

The fair value of employee services received in return for restricted stock units granted is based on the fair value of them measured using the Black-Scholes formula. Service related and non-market performance conditions were not taken into account in measuring fair value. The inputs used in measuring the fair values at the grant of the equity-settled restricted stock unit payment plans were as follows.

 

 

 

Fair value of restricted stock units and assumptions      

Grant at 29 November 2023


            Grant at

27 October 2022


Grant at

5 July 2022













Share price at grant date

17.5 pence


14.0 pence


8.5 pence

Exercise price

nil


nil


nil

Expected volatility *^

638.12%


107.71%


55.14%

Expected life (weighted average)

2 years


 2 years


2 years

Risk-free interest rate (based on government bonds)*^

 

4.43%


3.15%


1.65%







Fair value at grant date

17.5 pence


14.0 pence


8.5 pence

 

 

 

 



^ Based on past 3 years

* Annual rates

 

The expected volatility is based on both historical average share price volatility and implied volatility derived from traded options over the group's ordinary shares of maturity similar to those of the employee options.

 

The charge for the period for share options granted was £153,000 (30 June 2023: £56,000 and 31 December 2023: £113,000) which is included in employment expenses.

 

 

 

 

Grant Date

30 June 2024

£'000

(unaudited)

30 June 2023

£'000

(unaudited)

31 Dec 2023

£'000

(audited)

 

Remaining options

 

5 July

2022

27 Oct 2022

29 Nov 2022






 








 



Granted


2,120,000

315,000

2,252,500

4,687,500

4,687,500

4,687,500

Lapsed


(200,000)

(75,000)

(50,000)

(325,000)

-

(135,000)

 

 

 

 

 

 



 

 

 

 

 

 



Remaining

 

1,920,000

240,000

2,202,500

4,362,500

4,687,500

4,552,500

 

 

 

 





 

ii. Issued during the financial year ended 31 December 2014

On 23 June 2014, 1,750,000 share options were issued to Executive Directors and senior management within the Group at an exercise price of 14 pence per share. The options vest over three years with a charge based on the fair value of 8 pence per option at the date of grant. The period of grant is for 10 years less 1 day ending 22 June 2024 with the condition of three-years continuous employment being met.

 

The fair value of services received in return for share options granted is based on the fair value of share options granted, measured using a binomial probability model with the following inputs for each award:

 


 

 


23 June

2014











Fair value at date of grant




£0.08

Share price at date of grant




£0.14

Exercise price




£0.14

Expected volatility




55.0%

Option life




3

Risk-free interest rate (based on government bonds)




0.5%

Forfeiture rate




33.3%






 

On 30 November 2023, Douglas Grant, Chief Executive Officer, exercised options over 700,000 ordinary shares of no par value ("New Ordinary Shares") in the Company (the "Options"), at an exercise price of 14 pence per New Ordinary Share, for an aggregate consideration of £98,000.

 

On 26 April 2024, the Group received and accepted a request to exercise options over 350,000 ordinary shares of no par value in the Company at an exercise price of 14 pence for an aggregate consideration of £49,000.

 

Of the 1,750,000 share options issued, £nil (30 June and 31 December 2023:350,000) remain outstanding.

16. Deferred consideration

Deferred consideration relates to contingent payments due to the sellers on the acquisition BLX.

 

On the acquisition of BLX on 11 October 2021, the Group agreed that a further conditional consideration of up to £483,663 is payable to the sellers in addition to the cash consideration paid. The total amount payable is contingent on the recovery of certain loans and advances found to be in default at acquisition. The fair value on acquisition date was determined to be £387,000. The Group made a payment of £15,000 to the sellers during the period.

 

 

 

As at


30 June 2024

£'000

(unaudited)


30 June 2023

£'000

(unaudited)


31 Dec 2023

£'000

(audited)





 





 





BLX


5


216


20



 







 







5


216


20





 



17. Regulators

Certain Group subsidiaries are regulated by the Isle of Man Financial Services Authority (FSA) and the United Kingdom Financial Conduct Authority (FCA) as detailed below.

 

The Bank and EAL are regulated by the FSA under a Class 1(1) - Deposit Taking licence, and a Class 2 - Investment Business licence, respectively. The Bank is also regulated by the UK Bank of England's Prudential Regulatory Authority ("PRA") as a Bank incorporated outside the UK authorised to accept deposits through a branch in the UK, and the UK's Financial Conduct Authority ("FCA") as a Branch (UK) of an Overseas Firm.

18. Contingent liabilities

The Bank is required to be a member of the Isle of Man Government Depositors' Compensation Scheme which was introduced by the Isle of Man Government under the Banking Business (Compensation of Depositors) Regulations 1991. This creates a liability on the Bank to participate in the compensation of depositors should it be activated.

 

The possibility of an outflow of resources embodying economic benefits for all other contingent liabilities of the Group are considered remote and thus do not require separate disclosure.

19. Subsequent events

On 11 July 2024, following the satisfaction of vesting criteria, the Group received and accepted requests to exercise RSU's over 1,920,000 ordinary shares of no par value at £nil cost in the Company. These requests relate to the RSU's issued on 5th July 2022. Douglas Grant and James Smeed, both Directors of the Company, have elected to be issued 925,000 and 175,000 New Ordinary Shares of no par value respectively at nil cost. Haseeb Qureshi, a Person Discharging Managerial Responsibilities within the Company has elected to be issued 150,000 New Ordinary Shares of no par value at nil cost.

 

As announced on 16 September 2024, Manx Ventures Limited ("MVL") brought forward the acquisition the remaining 49.9% of Payment Assist Limited ("PAL") for a consideration of £5 million. MVL now owns 100% of PAL and its results will be fully consolidated from that date onwards. The Group's board believe this acquisition will have a positive material impact on profitability from 2025.

20. Approval of interim financial statements

The interim financial statements were approved by the Board on 23 September 2024. The interim report will be available from that date at the Group's website - www.mfg.im and at the Registered Office: Clarendon House, Victoria Street, Douglas, Isle of Man, IM1 2LN. The Group's nominated adviser and broker is Beaumont Cornish Limited, Building 3, 566 Chiswick High Road, London W4 5YA. The interim and annual financial statements along with other supplementary information of interest to shareholders, are included on the Group's website. The website includes investor relations information, including corporate governance observance and contact details.

 

 

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