THIS ANNOUNCEMENT CONTAINS INSIDE
INFORMATION FOR THE PURPOSES OF UK MARKET ABUSE
REGULATION. UPON THE PUBLICATION OF
THIS ANNOUNCEMENT THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE
WITHIN THE PUBLIC DOMAIN.
12 September 2024
Checkit plc
("Checkit", the "Company" or the "Group")
Half Year
Results for the
Six Months Ended 31 July 2024
Checkit plc (AIM: CKT), the
automated monitoring platform for operational leaders, announces
its unaudited half year results for the six months to 31 July
2024 ("H1 FY25").
The Group's management team will host a live webinar
which will include an opportunity for questions at 12:00 today. The
webinar can be accessed via the news area of the website at https://www.checkit.net/news/
or by using this link:
https://www.investormeetcompany.com/checkit-plc/register-investor
H1 FY25
HIGHLIGHTS
·
Total Group bookings* grew by 38% to £1.2m (H1
FY24: £0.8m)
·
Annual Recurring Revenue** ("ARR") grew by 9% to £13.8m (H1 FY24: £12.6m), with
sales performance partly held back by the non-renewal of low margin
non-core business
·
Total Group revenues from continuing operations
grew by 16% to £6.7m (H1 FY24: £5.7m)
·
Revenues remain sticky with net revenue retention*** ("NRR")
of 109% and gross revenue retention ("GRR") of 95%
·
Progress towards profitability remains on track, with
adjusted LBITDA**** from continuing operations
improving by 24% to £1.4m (H1 FY24: £1.9m)
reflecting a continuing focus on cost management and
efficiency
·
Cash at half-year end was £7.0m
(£12.8m at 31 July 2023 and £9.0m at 31 January 2024). The Board
remains confident that the Company's cash resources are sufficient
to support the path to profitability expected during the year
ending 31 January 2027.
· New
product initiatives included the launch of the Asset Intelligence
module, based on AI and machine learning, integrating sensor networks, workflows and
analytics
Outlook
·
Further progress has been made towards achieving the goal of
hitting profitability during the year to 31 January 2027 and the
Board remains confident of delivering market expectations for
revenue and LBITDA for this financial year
Kit Kyte, CEO
of Checkit, commented: "The first half of the year
has seen good progress. We continue to drive growth through a
subscription-based model and strategic land and expand
opportunities. The addition of Asset Intelligence to our suite of
products has been well received, with continued investment in the
development of the Checkit platform to create a market leading
product. Market conditions remain uncertain, but the Board is
confident that Checkit is making progress towards profitability in
the year ending 31 January 2027."
NOTES
* Bookings are defined as the committed Annual
Recurring Revenue ("ARR") of new sales wins contracted during the
period.
** Annual Recurring Revenue ("ARR") is defined
as the annualised value of contracted recurring revenue from
subscription services as at the period end, including committed
annual recurring revenue from new wins.
*** Net revenue retention ("NRR") is defined as
the amount of recurring revenue from existing customers retained
over the year, excluding new wins in the last 12 months. Gross
revenue retention ("GRR") is defined as the amount of recurring
revenue from existing customers retained over the period, excluding
new wins or upsell / expansion in the period.
**** Adjusted LBITDA is the loss on operating
activities before depreciation and amortisation, share based
payment charges and non-recurring or special items.
Analysts' expectations for FY25 are for revenue of £14.2m and
adjusted LBITDA of £2.3m.
The person responsible for releasing this
announcement is Greg Price, Chief Financial and Operations Officer
of Checkit.
For further information, please visit
https://www.checkit.net
or contact:
Checkit
plc
Kit Kyte (Chief Executive Officer)
Greg Price (Chief Financial and Operations
Officer)
|
+44 (0) 1223 643
313
|
|
|
Singer Capital
Markets (Nominated Adviser and Broker)
Shaun Dobson / James Fischer
|
+44 (0) 207 496
3000
|
|
|
Tavistock
(Financial PR)
Lulu Bridges / Katie Hopkins / Simon
Hudson
|
+44 (0) 20
7920 3150
|
CEO'S
STATEMENT
Despite ongoing challenges in our
principal markets, we recorded results and operational performance
in line with the Board's expectations in the first half of the
year. We again increased annual recurring revenue (ARR) and
revenues for the period and made further progress on the path to
profitability, demonstrated by another significant reduction in
adjusted LBITDA. This was achieved while pursuing our land and
expand strategy to grow in our targeted sectors and geographies and
the half year contained some important new contract wins. We have
continued to invest in our customer proposition with the launch of
our innovative Asset Intelligence product module.
During the period under review, we
announced a possible all-share offer for Crimson Tide plc. We
withdrew our intention to make an offer following the announcement
by Crimson Tide that it had received a competing approach by a
third party at what we considered to be an uneconomic level.
Crimson Tide later announced that this third party had also
informed them that it didn't intend to make a formal offer. The
cost of the discontinued bid is included within exceptional items
in these results.
The Board continues to believe,
subject to the appropriate financial due diligence, in the logic of
value enhancing acquisitions to complement our organic growth
strategy.
Strategy
Our growth strategy remains
unchanged and the first half of FY25 saw, once again, successful
execution against this strategy. The Group seeks to respond to
market demands globally for a comprehensive operations solution
that is data and analytics driven. This enables us to deliver
insights that empower our customers to make informed decisions.
Checkit aims to become a leader in augmented workflow management
with a pure subscription-based model which enhances our revenue
predictability and strengthens our customer engagement.
We target addressable markets in the
retail, healthcare, facilities management, franchise and biopharma
sectors, focused on the UK, continental Europe and the US. In order
to achieve market penetration, we continuously invest in our
platform, including its capacity to incorporate external
technologies, positioning us at the forefront of the market. Our
go-to-market tactics are centred around the organic growth concept
of land and expand but we will consider acquisition opportunities
where we are convinced that the business combination will deliver
added shareholder value and provide a shortcut to scale.
During the half year we recorded
achievements in each facet of our growth strategy, as set out
below.
Financial performance
The first half of FY25 saw ARR grow
by 9% to £13.8m (H1 FY24: £12.6m) and revenues grow by 16% to £6.7m
(H1 FY24: £5.7m), despite the continuing tough conditions in our
markets globally. Our revenues remain sticky with Gross Retention
Rates at 95%.
Adjusted LBITDA improved by 24% to
£1.4m (H1 FY24: £1.9m). The reduction reflects our continuing focus
on cost management. The reduced loss and careful cash management
meant that we were able to end the period with cash balances of
£7.0m (£9.0m at 31 January 2024). The Board remains confident that
the Company's cash resources are sufficient to support the path to
profitability during the year ending 31 January 2027.
During the first half, our cost of
sales increased as we established the necessary infrastructure in
New Zealand and Australia to service our biggest contract to date
with an integrated energy company. It is our policy to write off
the costs of equipment and installation at the outset of a
contract. Although there was a percentage point near term impact on
our gross margin, our disciplined approach means we have been
successful in increasing our gross margin overall by a further 1
percentage point to 68% compared to FY24. At the same time, we have
continued to reduce operating costs through tight management of
spend and operational efficiencies, whilst supporting staff with
cost-of-living increases.
During the period, we also
successfully concluded our discussions with HMRC regarding matters
of input tax recoverability. HMRC has recognised that
Checkit was entitled to input VAT recovery throughout the
period under review, given it has demonstrated to HMRC's
satisfaction its intention to make taxable supplies of management
services to its subsidiaries. HMRC's original assessment has been
cancelled and no further action will be taken. The contingent
liability reported in our annual report is now no longer required.
Unfortunately the costs of defending our position are not
recoverable from HMRC and these are included as exceptional items
in our P&L account.
Our net cash position remains strong
at £7.0m which reflects the further 24% reduction in losses in the
first half on top of the 46% reduction in FY24.
Revenue growth continues
The success of our land and expand
strategy and our ability to grow with our customers is demonstrated
by a 38% increase in first half bookings of £1.2m compared to H1
FY24, a net revenue retention rate of 109%* and a gross revenue
retention rate of 95%*. Our retention rates have fallen marginally
in the first half due to the non-renewal of a non-core managed
service for a large retailer, and the expected loss of small, low
margin hospitality customers who are negatively impacted by
on-going market conditions. Over 50% of ARR growth resulted from
upsell and cross sell within our current customer base, as
customers continue to see the productivity and efficiency benefits
which the Checkit platform enables, with the balance coming from
new customer wins and price increases.
* Net revenue retention ("NRR") is
defined as the amount of recurring revenue from existing customers
retained over the period, excluding new wins in the period. Gross
revenue retention ("GRR") is defined as the amount of recurring
revenue from existing customers retained over the period, excluding
new wins or upsell / expansion in the period.
A breakdown of H1 FY25 revenue from
continued operations is shown below.
Reported Revenue (£'m):
|
Six months
to
|
|
|
31 July
2024
Actual
|
31 July
2023
Actual
|
%
Change
|
ARR
|
13.8
|
12.6
|
9%
|
|
|
|
|
Revenue
|
|
|
|
Recurring
|
6.3
|
5.4
|
14%
|
Non-recurring
|
0.4
|
0.3
|
47%
|
Total Group
|
6.7
|
5.7
|
16%
|
|
|
|
|
Operations and new product
development
We continue to focus our growth
drive in the retail, healthcare, facilities management, and
biopharma markets and on increasing our presence in the
US.
We have continued to enhance our
product range and launched a new product module, Asset
Intelligence. This significant product development applies advanced
data analytics and Machine Learning to IoT data to enhance customer
sustainability, reduce costs and improve revenue. Asset
Intelligence has been designed to integrate sensor networks,
workflows and analytics to provide greater insights into the
performance of a customer's assets. It analyses the condition of
monitored appliances to predict issues before they escalate whilst
providing greater visibility of asset performance and identifying
operational inefficiencies.
In June 2024, we announced that the
first contract for Asset Intelligence had been secured and through
our upselling strategy, we are confident that customers will
recognise the value and efficiencies that the addition of this
integrated end-to-end module can provide.
In April 2024, we announced that we
had signed a new contract with an integrated energy company to
provide real time operations management capabilities to 50
franchisees in the UK worth £252,000 over three years and we
anticipated that this contract had the potential to expand to
additional sites over time. We were delighted when we were able to
announce in July 2024 that this contract has been extended to a
further 150 additional franchisee sites in the UK worth a further
£250,000 annually. The sites will be installed in tranches over the
duration of the 32-month contract. We remain hopeful of signing
similar contracts with this customer, covering additional
geographies, in the future.
At the same time we announced we had
signed contracts with a combined value of £165,000 over three years
with a multinational outsourced food service company for the
provision of CAM and CWM products to end users in four additional
locations.
In June 2024, we announced a
significant expansion of the Octapharma Plasma contract in the US,
worth £718,000 over three years. Octapharma will be expanding its
use of the Checkit platform by integrating Tactical Temperature
Monitoring Units (TTMU) into its existing monitoring system,
further protecting its operational data and mission-critical
inventory. By leveraging the TTMUs offline data logging
capabilities, it will have complete data redundancy across its
entire network of plasma donation centres in the US.
Our focus on expansion in the US is proceeding to
plan, with US ARR up 13% in the first half.
Our vision is to reshape business
performance through a combination of automation and human
intervention, delivering efficiencies and value to our customers.
We will continue to design solutions that integrate Internet of
Things (IoT) sensors, the digitisation of frontline work, and the
application of Artificial Intelligence (AI). Our data orchestration platform enables operational
excellence for our customers and transforms traditional, outdated
manual processes into streamlined digital solutions. The
addition of the Asset Intelligence module to our existing product
offerings provides enhanced predictability, further operational
benefits and financial value to our customers. We will continue to
invest in product developments that enhance the customer
experience, improve retention rates and drive growth into new
sectors and geographies.
Outlook
We continue to drive growth through
a pure subscription-based model that provides good visibility of
future revenue streams. We will continue to invest in the
development of the Checkit platform to create a market leading
product.
Market conditions remain uncertain
but we are confident that Checkit will make further progress
towards achieving its goal of hitting profitability in the year
ending 31 January 2027 and we remain on track to meet market
revenue and LBITDA expectations for the current year.
These results, and the progress we
continue to make in the UK and the US, reflect the talent, hard
work and perseverance of the entire Checkit team. On behalf of the
Board, I thank all Checkit people for their efforts.
Kit Kyte
CEO
Consolidated statement of
comprehensive income
unaudited interim results to 31 July
2024
|
|
Unaudited
Half year
to
31
July
2024
£m
|
Unaudited
Half year
to
31
July
2023
£m
|
Audited
Year
to
31
January
2024
£m
|
|
Revenue (Note 2)
|
6.7
|
5.7
|
12.0
|
|
|
|
|
|
|
Gross profit
|
4.5
|
3.9
|
8.0
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and
amortisation
|
(0.8)
|
(0.6)
|
(1.3)
|
|
Share-based payment charge
|
(0.1)
|
(0.2)
|
(0.2)
|
|
Non-recurring or special items (Note
3)
|
|
|
|
|
Operating loss
|
(2.7)
|
(2.7)
|
(5.1)
|
|
|
|
|
|
|
Loss before taxation
|
(2.7)
|
(2.5)
|
(4.6)
|
|
|
|
|
|
|
Loss for the period attributable to
equity shareholders
|
|
|
|
|
Other comprehensive income
|
|
|
|
|
Exchange differences on translation
of foreign operations
|
-
|
-
|
-
|
|
Total other comprehensive
income
|
|
|
|
|
Total comprehensive expense for the
period attributable to equity shareholders
|
|
|
|
|
Loss per share (Note 6)
|
|
|
|
|
|
|
|
|
The accompanying notes form an
integral part of this consolidated interim financial
information.
*
Adjusted loss before interest, tax, depreciation and amortisation
"LBITDA" is calculated by taking operating profit and adding back
depreciation and amortisation, share-based payment charges and
non-recurring or special items.
Consolidated balance sheet
unaudited at 31 July 2024
|
Unaudited
31
July
2024
£m
|
Unaudited
31
July
2023
£m
|
Audited
31
January
2024
£m
|
Assets
|
|
|
|
Non-current assets
|
|
|
|
Goodwill arising on
acquisition
|
0.2
|
0.2
|
0.2
|
Other intangible assets
|
5.4
|
4.3
|
4.8
|
Property, plant and
equipment
|
0.7
|
0.8
|
0.8
|
|
|
|
|
Current assets
|
|
|
|
Inventories
|
4.1
|
3.4
|
3.8
|
Trade and other
receivables
|
3.7
|
3.1
|
4.5
|
Cash and cash equivalents
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
Trade and other payables
|
8.5
|
7.0
|
7.8
|
|
|
|
|
Total current liabilities
|
|
|
|
Non-current liabilities
|
|
|
|
Long-term provisions
|
0.2
|
0.4
|
0.2
|
Lease liabilities
|
0.2
|
0.3
|
0.3
|
|
|
|
|
Total non-current
liabilities
|
|
|
|
|
|
|
|
|
|
|
|
Equity attributable to equity holders
of the parent
|
|
|
|
Called-up share capital
|
5.4
|
5.4
|
5.4
|
Share premium
|
23.3
|
23.3
|
23.3
|
Capital redemption reserve
|
6.4
|
6.4
|
6.4
|
Other reserves
|
0.6
|
0.5
|
0.5
|
|
|
|
|
|
|
|
|
The accompanying notes form an
integral part of this consolidated interim financial
information.
Consolidated statement of changes in
equity
unaudited interim results to 31 July
2024
|
|
|
Capital
redemption
reserve
£m
|
|
|
|
At 1 February 2023
|
5.4
|
23.3
|
6.4
|
0.3
|
(16.5)
|
18.9
|
Loss for the period
|
-
|
-
|
-
|
-
|
(2.4)
|
(2.4)
|
Total comprehensive expense for the
period
|
-
|
-
|
-
|
-
|
(2.4)
|
(2.4)
|
Share-based payments
|
-
|
-
|
-
|
0.2
|
-
|
0.2
|
Transactions with owners
|
-
|
-
|
-
|
0.2
|
-
|
0.2
|
At 31 July 2023
|
5.4
|
23.3
|
6.4
|
0.5
|
(18.9)
|
16.7
|
Loss for the period
|
-
|
-
|
-
|
-
|
(2.1)
|
(2.1)
|
Total comprehensive expense for the
period
|
-
|
-
|
-
|
-
|
(2.1)
|
(2.1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 1 February 2024
|
5.4
|
23.3
|
6.4
|
0.5
|
(21.0)
|
14.6
|
|
|
|
|
|
|
|
Total comprehensive expense for the
period
|
-
|
-
|
-
|
-
|
(2.6)
|
(2.6)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes form an
integral part of this consolidated interim financial
information.
Consolidated statement of cash
flows
unaudited interim results to 31 July
2024
|
Unaudited
Half year
to
31
July
2024
£m
|
Unaudited
Half year
to
31
July
2023
£m
|
Audited
Year
to
31
January
2024
£m
|
Net cash flows from operating
activities
|
|
|
|
Loss before taxation
|
(2.6)
|
(2.5)
|
(5.1)
|
Adjustments for:
|
|
|
|
Depreciation
|
0.2
|
0.2
|
0.4
|
Amortisation
|
0.6
|
0.4
|
1.0
|
Finance income
|
-
|
(0.2)
|
-
|
|
|
|
|
Operating cash flows before working
capital changes
|
(1.7)
|
(1.9)
|
(3.5)
|
Decrease in trade and other
receivables
|
0.9
|
1.4
|
0.1
|
Increase in inventories
|
(0.3)
|
(1.0)
|
(1.4)
|
Increase/(decrease) in trade and
other payables
|
|
|
|
Operating cash flows after working
capital changes
|
(0.4)
|
(2.0)
|
(4.5)
|
|
|
|
|
Cash used in operations
|
(0.5)
|
(2.0)
|
(4.7)
|
|
|
|
|
Net cash outflows from operating
activities
|
|
|
|
Investing activities
|
|
|
|
Interest received on bank
deposits
|
-
|
0.2
|
0.5
|
Purchase of property, plant and
equipment
|
(0.2)
|
(0.1)
|
(0.1)
|
Investment in product development
projects
|
|
|
|
Net cash used in investing
activities
|
|
|
|
Financing activities
|
|
|
|
Repayment of contract lease
liabilities
|
|
|
|
Net cash (used in)/generated by
financing activities
|
|
|
|
Net (decrease)/increase in cash and
cash equivalents
|
(2.0)
|
(2.8)
|
(6.6)
|
Cash and cash equivalents at the
beginning of the period
|
|
|
|
Cash and cash equivalents at the end
of the period
|
|
|
|
The accompanying notes form an
integral part of this consolidated interim financial
information.
Notes to the unaudited interim
results
to 31 July 2024
1. Accounting policies
The unaudited interim Group financial
information is for the six months ended 31 July 2024 and does not
comprise statutory accounts within the meaning of S.435 of the
Companies Act 2006. The unaudited interim Group financial
statements have been prepared in accordance with the AIM rules.
This report should be read in conjunction with the Group's Annual
Report and Accounts for the year ended 31 January 2024, which have
been prepared in accordance with UK-adopted International
Accounting Standards in conformity with the requirements of the
Companies Act 2006 as applicable to companies reporting under those
standards. Fixed annual charges are apportioned to the interim
period on the basis of time elapsed. Other expenses unless
disclosed otherwise are accrued in accordance with the same
principles used in the preparation of the annual
accounts.
During the period, the Directors
reviewed estimates in relation to the timing of revenue recognition
and concluded these estimates were too prudent by reference to
actual outcomes regarding the commencement dates of new contracts
and the specific installation tasks to be completed. From 1
February 2024 the directors have therefore applied a revised method
with increased reference to experience. This has been treated as a
change in accounting estimate and has had an immaterial effect on
the financial statements for the period ended 31 July
2024.
2. Segmental reporting
Revenues
The following table presents the
different revenue streams of Checkit:
|
Half year
to
31
July
2024
£m
|
Half year
to
31
July
2023
£m
|
Year
to
31
January
2024
£m
|
Recurring revenues from subscription
services
|
6.3
|
5.4
|
11.2
|
Consultancy and other
services
|
|
|
|
|
|
|
|
The Group considers its operations
to be in the following geographical regions:
|
Half year
to
31
July
2024
£m
|
Half year
to
31
July
2023
£m
|
Year
to
31
January
2024
£m
|
United Kingdom
|
4.6
|
4.1
|
8.9
|
The Americas
|
1.8
|
1.5
|
3.1
|
|
|
|
|
|
|
|
|
Revenue expected to be recognised
The Group expects to recognise
revenue amounting to £4.7m (H1 FY24: £3.4m) relating to performance
obligations from existing contracts that are unsatisfied or
partially satisfied as at 31 July 2024. This is reported within
"Trade and other payables" on the balance sheet.
3. Non-recurring or special
items
Non-recurring or special items are
disclosed separately to improve visibility of the underlying
business performance.
Management has defined such items as
costs associated with the acquisition or disposal of businesses,
restructuring, impairment of goodwill, amortisation of acquired
intangible assets and other non-recurring items incurred outside
the normal course of business.
|
Half year
to
31
July
2024
£m
|
Half year
to
31
July
2023
£m
|
Year
to
31
January
2024
£m
|
Cash items
|
|
|
|
Tax advice for HMRC VAT
recoverability
|
0.2
|
-
|
-
|
Restructuring and integration
costs
|
|
|
|
|
|
|
|
Non-cash items
|
|
|
|
Amortisation of acquired intangible
assets
|
|
|
|
|
|
|
|
Total non-recurring or special
items
|
|
|
|
4. Taxation
The tax credit on the loss from
continuing operations before taxation has been estimated at £0.1m
(H1 FY24: £0.1m; FY24: £0.1m). The Group has in excess of £32m of
tax losses carried forward.
5. Earnings per share
Earnings per share (EPS) is the
amount of post-tax profit attributable to each share (excluding
those held by the Company).
Basic EPS measures are calculated as
the Group profit for the period attributable to equity shareholders
divided by the weighted average number of shares in issue during
the period.
Diluted EPS takes into account the
dilutive effect of all outstanding share options priced below the
market price, in arriving at the number of shares used in its
calculation. However, in this case, as set out in IAS 33, the
potential ordinary shares cannot be treated as dilutive as their
conversion to ordinary shares would decrease loss per share from
continuing operations, resulting in basic and diluted measures
being the same.
|
|
|
|
|
Weighted average number of ordinary
shares for the purposes of basic earnings per share
|
|
|
|
|
(Loss)/earnings for the
period
|
|
|
|
|
Loss for the period
|
B
|
(2.6)
|
(2.4)
|
(4.5)
|
Loss from discontinued operations,
net of tax
|
|
|
|
|
Continuing loss for the
period
|
D
|
(2.6)
|
(2.4)
|
(4.5)
|
Total non-recurring or special items
net of tax
|
|
0.3
|
-
|
0.1
|
Continuing loss adjusted for
EPS
|
|
|
|
|
|
|
|
|
|
Continuing EPS measures
|
|
|
|
|
|
|
|
|
|
Adjusted continuing EPS
measures
|
|
|
|
|
|
|
|
|
|
Discontinued EPS measures
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6. Cautionary statement
This interim financial information
has been prepared only for the shareholders of Checkit plc as a
whole and its sole purpose and use is to assist shareholders to
exercise their governance rights. Checkit plc and its Directors and
employees are not responsible for any other purpose or use or to
any other person in relation to this report.
The report contains indications of
likely future developments and other forward-looking statements
that are subject to risk factors associated with, among other
things, the economic and business circumstances occurring from time
to time in the countries, sectors and business segments in which
the Group operates. Key risks and their mitigation have not changed
materially in the period from those disclosed on pages 32 to 35 of
the annual financial statements for the year ended 31 January
2024.
These and other factors could
adversely affect the Group's results, strategy and prospects.
Forward-looking statements involve risks, uncertainties and
assumptions. They relate to events and/or depend on circumstances
in the future which could cause actual results and outcomes to
differ materially from those currently anticipated. No obligation
is assumed to update any forward-looking statements, whether as a
result of new information, future events or otherwise.
7. Other information
The financial information in this
statement does not constitute statutory accounts within the meaning
of Section 434 of the Companies Act 2006. The financial information
in respect of the year ended 31 January 2024 has been extracted
from the statutory accounts, which have been filed with the
Registrar of Companies. The independent auditor's report on those
accounts was unqualified and did not contain a statement under
Sections 498(2) or 498(3) of the Companies Act 2006.