3 March 2025

("TEAM " or the "Company ")

Final Results

 

Total Client Assets Exceed £1 billion Threshold Driving a

Twofold Increase in Revenues

 

TEAM plc (AIM: TEAM), the wealth, asset management and complementary financial services group, is pleased to announce its final audited results for the year to 30 September 2024.

Financial Highlights

·    Revenues increased to £10.3m (FY 23: £5.3m)

·    Adjusted EBITDA loss of £1.6m (FY 23: £0.7m)

·    Total client assets up 39% to £1.16bn (FY 23: £834m)

·    £1.7m cash in bank as at 30 September 2024

·    Post year-end the Company has raised an additional £2.36m through debt and equity raisings

 

Operational Highlights

·    The business now organised into three divisions:

o  Investment Management - AUM £325m (203: £289m)

o  Advisory - AUA £355m (2023: £369m)

o  International - AUA £481m (2023: £180m)

·    Investment Management had a strong year, achieving a 39% increase in income, driven by significant capital inflows from both Advisory and direct clients into the division's strongly performing Model Portfolio Service ("MPS").

·    The reorganisation of the Advisory division led to a reduction in comparable revenues during the period but this has laid the foundation for future growth, including the launch of a new advisory business in Guernsey

·    The International division experienced significant expansion, driven by a full year of contributions from the Globaleye business, nine months from the Neba businesses, and the growing self-employed adviser team. With all businesses in the division now operating under the Neba brand, it is poised to be the primary growth engine for the Group.

 

Outlook

·    The outlook for the current financial year is strong, with planned new fund launches, increased inflows, and an accelerated migration of client assets to MPS.

·    The Group's UCIT product launch, which will enable International clients to more easily access the MPS is expected to launch in the Spring.

·    Advisory business has had a strong start to the financial year, adding new personnel, new clients and establishing a new office in Guernsey

·    TEAM International aggressively growing adviser network across specific regions and targeting 12 new senior hires in the current financial year

 

Commenting on the results Mark Clubb, Executive Chairman of TEAM, said:

"We are concentrating our international efforts on the financial advisory markets where growth is strongest, specifically the Middle East, Southeast Asia, and Africa. Our business model is centered on recruiting talented advisers and providing them with the support they need to thrive, from robust compliance to a diverse product range and a competitive commission structure. The divisional management team is highly incentivised to drive expansion. And TEAM plc will benefit from the widespread distribution of our funds and investment management services, without the heavy costs typically associated with traditional fund distribution in competitive markets. It's a proven model that we believe will fuel our future growth."

For further information, please contact:

Team plc		Tel: +44 (0) 1534 877210
Mark Clubb / Matthew Moore
Strand Hanson (Nominated Advisor)		Tel: +44 20 7409 3494
Richard Johnson / James Spinney / David Asquith
Oberon Capital (Broker to TEAM) Michael Seabrook, Adam Pollock, Jessica Cave		Tel: +44 20 3179 0500
Hannam & Partners (Financial Advisor to TEAM)		Tel: +44 20 7907 8500
Giles Fitzpatrick / Richard Clarke
Novella Communications (Financial PR)		Tel: +44 20 3151 7008
Tim Robertson / Safia Colebrook		team@novella-comms.com

Further information on the Company can be found on its website at www.teamplc.co.uk 

 

This announcement contains inside information for the purposes of Article 7 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, as amended.

 

About TEAM plc

 

TEAM plc is building a new wealth, asset management and complementary financial services group. With a focus on International Finance Centres, the strategy is to build local businesses of scale around TEAM plc's core skill of providing investment management services. Growth will be achieved via targeted and opportunistic acquisitions, team and individual hires, collaboration with suitable partners, and by organic growth and expansion.

TEAM plc has three principal activities, Investment Management, Advisory, and International.

Investment Management provides discretionary investment management services, model portfolios, bespoke portfolios and fund management services via fixed income and equity fund vehicles. Total assets managed as at 30 September 2024 were £ 325 million (30 September 2023: £289 million).

Advisory - primarily for individuals resident in Jersey, investment consultancy services to wealthy individuals and trusts and treasury advisory service for institutions, professional advisers, trustees and high net worth individuals. Total assets advised on as at 30 September 2024 were £355 million (30 September 2023: £365 million).

International is the Group's financial advisory, fund distribution and insurance brokering services division covering Africa, the Middle East and Asia. Total assets advised on as at 30 September 2024 were £481  million (30 September 2023: £180 million).

At 30 September 2024, the Group had 71 staff (30 September 2023: 87), with 24 in the UAE, 29 in Jersey, 8 in Malaysia, 7 in Singapore, 2 in South Africa and 1 in the UK (30 September 2023: 52 in the UAE, 29 in Jersey, 3 in Singapore and 1 each in the UK, South Africa and Malaysia). There were also 68 self-employed advisers (30 Sept 2023 10).

 

Executive Chairman's Statement

 

Last year, I wrote about our "Path to Progress" and looked forward to delivering "Further Progress." We have done just that over the 12-month period.

Revenues nearly doubled to £10.3 million driven by our international businesses. Total client assets have increased 39% to £1,160 million.

The investment management business's revenues grew by 39% as clients continued to invest in our market competitive MPS range.

UCITS & Investment Strategy

Our core investment philosophy emphasizes diversification across asset classes, regions, and styles.

We look to deliver steady consistent above average returns that align with our mainly retail clients' objectives. All set within a suitable and appropriate risk profile.

Our active, systematic investment approach continues to deliver for clients.

See below 2024 returns.

	Sterling model	Dollar model	Euro model
Conservative	8.94%	8.51%	12.95%
Diversified income	2.72%		6.91%
Balanced	9.76%	9.05%	14.26%
Growth	10.94%	9.69%	15.60%
Equity	15.62%	13.67%	20.15%

 

By H2 of this financial year, our models will be unitised under a Dublin "ManCo" provided by EPIC Fund Services. The launch of the TEAM UCITS fund range will enhance client protection and outcomes through clear investment guidelines, strong risk management, and transparency.

These funds will significantly broaden our global opportunity set, delivering consistent performance based on our best ideas and extensive market expertise. And all at extremely competitive fees to investors.

Epic Fund Services are already registered on most of the platforms our advisers use for their clients. Including international. This will hasten availability and fund flows.

Outside our MPS proposition, TEAM Asset Management started the year with something of a flurry. In November we received an additional £11.4 million in two segregated fixed income mandates.

Financial Momentum & Fundraising Success

My report would not be complete without referencing the share price.

At the beginning of April, the price was 22p, touching a low of 10p in December.

Strategic Ventures Private Europe ('SVPE') reduced its stake from 20.7% (6.2m shares) in January 2024 to 8.9% (3.5m shares), selling 2.7m shares. The good news: SVPE fully exited with Salus Alpha, a Liechtenstein-regulated firm, acquiring the shares in November 2024.

With the "overhang" cleared, and a steadier share price this strengthened our position to raise the required funds.

Post period in December 2024, we successfully completed a Placing and Subscription, along with the WRAP Retail Offer, raising gross proceeds of approximately £1.1 million and welcoming new shareholder Salus Alpha. But the bulk came from our long-standing shareholders, from the institutional to the smallest private individual. Wonderful support so gratefully received.

Harwood Capital Management LLP subscribed £250,000 into the existing Convertible Loan Note at a revised conversion price of 15p (previously 25p). Again, their continued support is highly valued and appreciated.

We also announced a £1 million unsecured B Convertible Loan Note ("B" CLN) issuance to NFG Capital Limited, with an 8% annual interest rate and a three-year term. Drawable in tranches of £250,000. We have drawn the first £250,000.

NFG specializes in private equity and structured finance investments across sectors such as insurance, financial services, energy, infrastructure, and real estate. They have a strategic international presence, operating in North America, Europe, Africa, and the Middle East.

I look forward to further joint strategic initiatives with NFG.

Lastly, and most recently, we are today introducing two new strategic investors, VT EPIC MA Growth Fund and VT EPIC Wealth Fund by issue of 5,686,750 of the new Ordinary Shares at 10p, raising £0.57 million.

This builds on the 2.36 million we have raised since the year-end further strengthening our business, providing the capital needed to drive growth, and enhancing our capabilities. With the availability of £750,000 to be drawn from the NFG "B" CLN.

As our CFO writes, "the cash position of the business looks the healthiest it has been."

Cost Efficiency & Financial Outlook

While raising these funds I have being giving some thought to other matters. TEAM Plc remains loss making and we are actively reviewing costs.

We have already begun this year with circa £200,000 of group costs removed.

Each MD has been asked to review the costs. I believe they will identify savings.

However, the best solution to profitability remains revenue growth, particularly in investment management. UCITS funds will be a key driver, converting advised assets into managed assets.

While we have yet to reach the "gliding" point of cash positivity, we are closing in on "escape velocity," with accelerating momentum as we scale and become more cost efficient.

Growth & Expansion

Regarding our Channel Islands "Financial Advice" companies, Concentric and JCap, we have successfully launched our operations in Guernsey, with the year starting encouragingly.

Concentric also is now recognized as a CISI Chartered Firm-one of only two in Jersey.

Three new senior and experienced Jersey Wealth Consultants started 1st January 2025.

Both Concentric Consulting and treasury management team, JCap, have seen good starts to the year. Both securing new long term contracts providing risk analysis and reporting.

Internationally, our presence spans Singapore, Kuala Lumpur, Abu Dhabi, Dubai, Durban, and Nairobi.

TEAM International, managed by John Beverly, is aggressively expanding its adviser network in these regions. Our ambition extends further, to include Europe (MiFID II) in the near future. Further unlocking new client and recruitment opportunities.

I fully expect 12 additional International Advisers to join by the September year end all with self-sustaining client bases.

Final Thoughts

To our colleagues, thank you. My role is to ensure you have the resources and training to showcase your excellence to clients and peers.

To our clients, thank you for your trust and support.

To our shareholders, thank you. Your patience will be rewarded as we deliver substantial shareholder value growth. "Escape Velocity" is within reach.

I am a substantial shareholder and have never been more excited or passionate about our business. I will continue to support TEAM shares.

 

Mr J M Clubb

Executive Chair

28 February 2025

 

 

 

 

 

 

Performance and Strategic Report

 

Introduction

The Directors present their Strategic Report on the Group for the year ended 30 September 2024.

Overview

The Directors' aim is to provide long term capital appreciation for Shareholders by building a profitable and sustainable business. Growth will be sought through winning new clients and targeted acquisitions, underpinned by investment in the support infrastructure.

The overall strategy is to promote the continued development of the Group into a leading international wealth and asset management business. It is expected that the Group's growth will be achieved through:

·    an acquisition driven strategy to bring into the Group complementary offshore and onshore wealth management and financial planning businesses;

·    a focus on delivering revenue and cost synergies, leveraging our increasing scale and breadth of services to gain a greater share of client wallet and economies of scale for clients and the Group;

·    identifying and delivering complementary services such as specialist funds, cash management, and corporate services;

·    the expansion into complementary locations - onshore UK, Crown Dependencies, other International Finance Centres, and

·    client growth through team and selective hires and targeted business development.

The Directors believe that the successful execution of a buy and build strategy to acquire incremental scale is likely to have the most meaningful impact on the future value of the Group. The Directors also believe that expansion in the faster growing international markets, rather than the slower growing UK and Crown Dependencies markets, will also benefit the development of the Group.

Key Performance Indicators (KPIs)

The key targets for the Directors are to:

·    manage the business with a high standard of corporate governance;

·    improve the operating performance of the Group to a cashflow positive position;

·    integrate and deliver the cost and revenue synergies identified in the acquired businesses, specifically the use of TEAM Investment Management services by advisers throughout the Group, and

·    raise sufficient financing to enable the business to trade through to an operating cashflow surplus and settle all outstanding deferred consideration and debt instruments as they fall due.

Principal risks and uncertainties

Risk appetite is established, reviewed, and monitored by the Board. The Group, through the operation of its Committee structure, considers all relevant risks and advises the Board as necessary. The Group and each operating entity maintains a comprehensive risk register as part of its risk management framework encouraging a risk-based approach to the internal controls and management of the Group.

 

The Group seeks to ensure that its risk management framework and control environment is continuously evolving which the Board monitors on an ongoing basis.

 

Liquidity and capital risk: the Group's focus is on bringing the business to a positive cash flow position, whilst implementing its growth strategy. Before this goal is reached, the availability of sufficient liquid resources to meet the operating requirements of the business, and any deferred payments due to vendors of businesses to the Group, are closely monitored and a key element of any investment decisions taken.

 

Operational risk: operational risk is the risk of loss to the Group resulting from inadequate or failed internal processes, people, and systems, or from external events. Each trading entity conducts a business risk assessment to identify all risks faced, and to put in place effective mitigating controls and procedures. These are reviewed regularly.

 

Business continuity risk: the risk that serious damage or disruption may be caused because of a breakdown or interruption, from either internal or external sources, to the business of the Group. This risk is mitigated in part by the Group having business continuity and disaster recovery arrangements.

 

Credit risk: the Board takes active steps to minimise credit losses, including the close supervision of credit limits and exposures, and the proactive management of any overdue accounts. Additionally, risk assessments are performed on an ongoing basis on all deposit taking banks and custodians and our outsourced relationships.

 

Non-compliance with laws and regulations risk: the Group has Compliance and Operations functions resourced with appropriately qualified and experienced individuals. The Directors monitor changes and developments in the regulatory environment and ensure that sufficient resources are available for the Group to implement any required changes.

S.172 Statement

As a Jersey company, TEAM plc does not fall under the UK Companies Act 2006 (the "CA 2006"), but we do follow the requirements under section 172 CA 2006 by which the Directors have a duty to promote the success of the Company for the benefit of shareholders. In doing so, the Directors have regard to the likely consequences of any decision in the long-term; the desirability of the Company for maintaining a reputation for high standards of business conduct; and the need to act fairly between members of the Company.

 

The Board considers that its primary stakeholders are shareholders, employees, clients, suppliers and regulators. We set out below how we engage with our stakeholders:-

 

Shareholders - contact with our shareholders is through several avenues which include the Annual Report, Annual General Meeting, one-to-one meetings and telephone conversations. Matters under discussion include strategy and its execution and generating positive returns.

 

Employees - the Board engages with employees through a variety of methods, including regular face-to--face meetings with the management teams of the operating entities. The executive Directors are more actively engaged with staff and are known personally to the management team.

 

Clients - the Group through its subsidiaries aims to provide investment and advisory services that meet the needs of its clients. The Group's subsidiary management teams update the Board on a regular basis on matters of client service and performance, and new client requirements.

 

Suppliers - the Company places reliance on external third-party providers for certain activities and services. The selection process and engagement with these parties is undertaken by senior management to ensure the smooth operation and delivery of services to the Company.

 

Regulators - two of the Company's subsidiaries are regulated by the JFSC, and there are regulated entities operating in Guernsey, Singapore, the UAE, South Africa, and the Federal Territory of Labuan (in Malaysia). Regular ongoing communication with the regulators is maintained by the boards of the respective operating companies and regular management information is supplied as required. All Board members and key individuals of the regulated entities are approved in their roles by the respective regulators, as are the significant shareholders in TEAM plc.

 

The Performance and Strategic Report on pages 8-10 has been approved by the Board and signed on its behalf.

 

 

 

Mr M C Moore

Chief Financial and Operating Officer

28 February 2025

 

 

 

Financial Overview

 

A summary of the Group's performance for the financial year is set out below:

	Year to	Year to
	30 Sep 2024	30 Sep 2023
	£'000	£'000
Revenues	10,279	5,323
Cost of sales	(4,505)	(924)
Operating expenses	(8,653)	(6,474)
Operating loss	(2,879)	(2,075)
Operating loss before exceptional items	(2,815)	(1,853)
Exceptional items	(64)	(222)
Operating loss after exceptional items	(2,879)	(2,075)
Fair value gains on deferred consideration	730	1,680
Impairment of goodwill	(600)	-
Share award expense	1	(13)
Other income and charges	(173)	(35)
Loss before tax	(2,921)	(443)
Tax	14	(2)
Loss after tax	(2,907)	(445)

 

Adjusted EBITDA, excluding exceptional items, is set out below:

	Year to	Year to
	30 Sep 2024	30 Sep 2023
	£'000	£'000
Loss after tax	(2,907)	(445)
Interest	173	35
Tax	(14)	2
Depreciation	168	171
Amortisation of intangible assets	995	995
EBITDA	(1,585)	758
Acquisition related expenses	64	222
Share award expense	1	13
Impairment of goodwill	600	-
Fair value adjustments	(730)	(1,680)
Adjusted EBITDA	(1,650)	(687)

 

 

 

 

Financial analysis

The results for the year to 30 September 2024 when compared to the prior year were as follows:

 

Revenues

Total revenues rose 94% to £10.3 million (FY 23: £5.3 million) with a significant increase from the contributions from the International businesses acquired in 2023 and 2024.

	Year to	Year to
	30 Sep 2024	30 Sep 2023
	£'000	£'000
Investment Management	1,322	951
Advisory	2,003	3,040
International	6,953	1,332
Other	1	-
Total	10,279	5,323

 

Client assets

Total client assets increased year-on-year by 39% from £834 million to £1.16 billion as at 30 September 2024. This was through the significant flow into MPS services provided by the Investment Management division from Advisory clients, material new client wins in the investment consultancy services within the Advisory division, and the inclusion of the acquired Globaleye financial planning businesses.

	Investment Management	Advisory	International	Total
	£'m	£'m	£'m	£'m
As at 30 Sept 2023	289	365	180	834
Net Inflows	11	(18)	216	209
Other including market performance	25	8	n/a	33
From acquired businesses	-	-	84	84
Total AUM/A at 30 Sept 2024	325	355	480	1,160

 

Investment Management

Investment Management saw a 39% increase in income as clients continued to invest in the model portfolio services. Investment Management AUM as at 30 September 2024 rose to £325 million (30 September 2023: £289 million), a 12% increase on last year.

We continue to benefit from the flow of client assets into the model portfolio service. By 30 September 2024 the assets managed with the models were up to £102 million, from £70 million at the start of the year. We continue to attract advice clients into the models from the wider TEAM group, and increasingly direct clients are adopting the models as they see the merits of our systematic active investment process via the model, run on all the investment platforms we work with.

Investment performance continues to be a great selling point for our investment services, returning above our peers, with the flagship multi-asset range of solutions delivering steady risk-adjusted returns over the prior twelve months amidst volatile market conditions.

The launch of the unitised version of the model portfolios has been slower to implement that originally expected, and we now expect these funds to be available to clients in Spring 2025. We expect to see the clients of the International division become the biggest acquirors of these funds and drive significant new revenues in the division.

Advisory

Overall Advisory reported revenues of £2.0 million (FY 23: £3.0 million), a 33% difference, primarily due to a one-off legal settlement paid to the Treasury Service business for £0.7m in FY 23, and the full year impact of transferring investment management services from some clients to our Investment Management division.

Excluding these one-off factors, business levels improved from the previous year as the interest rate cycle moved into a period of falling rates, and the rate of inflation has dropped back to more long-term levels. Client assets in the period moved from £365m to £355m and since the New Year a team of highly productive advisers joined the team and we expect a material uplift in client assets to follow.

In FY 24 we launched an advisory business in Guernsey, a logical geographical expansion, which has now been licensed and has begun trading. Revenues are now coming through and we are positive on the prospects for the business to both contribute to our cash flow and to win new clients to TEAM Investment Management.

The historic regulatory issues with one of our acquired entities have now been cleared with no financial penalties. The Advice division has completed its' rebrand as the Concentric Group, with three divisions: Wealth for personal financial advice, Consultancy for investment review and assessment, and Treasury Services for cash yield and risk management services. All are now located in one office in St Helier.

The Treasury Service business has enjoyed a more positive market, with the increase in the returns on cash making the asset class of more interest to investors. Building on this momentum, additional services have been developed to offer current clients, and while a return to the historic levels of revenue is some way away, the Treasury Service business has remained profitable.

International

The international business comprises of the acquired entities outside of the Channel Islands. International generated revenues for the year to September 2024 of £7.0m, after £1.3 million for four months of FY 23, with an increase seen in the level of business written by the expanded self-employed adviser team, along with the contribution from a full year of trading from the Globaleye acquisition, and nine months of contribution from the acquired Neba businesses.

The necessary restructuring of the division is complete, with all activities united under the Neba brand. The market for international financial advisory services in the Middle East, SE Asia and Africa remains strong, with a significantly higher growth rate expected when compared to the UK and Europe.

The division's business model is to recruit effective advisers, support them with our compliance, marketing and business development resources, provide them with access to the right investment and savings products for clients, and have a market norm commission share arrangement with the advisers. The management team is incentivised with a significant profit pool based on the earning of the division. TEAM plc benefits from extensive distribution of our funds and investment management services, without the heavy cost burden of fund distribution into competitive marketplaces. With the completion of the rebrand, and the launch of the TEAM funds, we expect the contribution from the division to be the main driver of profit growth for the Group. 

Expenses

Total expenses rose by 73% to £13.2 million (FY 23: £7.6 million) with the inclusion of the two new International businesses (NEBA) in the year and the first full year of the Globaleye businesses (2023: 4 months).

	Year to	Year to
	30 Sep 2024	30 Sep 2023
	£'000	£'000
Cost of sales	4,505	924
Staff costs	4,333	3,359
Non-staff costs	4,384	3,337
Adjusted total costs	13,222	7,620
Acquisition related expenses	(64)	(222)
Total	13,158	7,398

 

As at 30 September 2024, the total staff in TEAM was 71, down from 87 at 30 September 2023, while staff costs were up 30% to £4.3 million (FY 23: £3.3 million).The change in headcount is primarily from a reduction in International and staff costs remained high in FY 24 but now align with the ongoing size of the team.

Cost of sales were 387% higher at £4.5 million (FY 23: £0.9 million), a result of the commissions paid to the self-employed advisors in Globaleye and NEBA, which is a feature of the operating model for that business.

Non-staff costs were up 31% at £4.4 million (30 September 2023 £3.3 million), reflecting the full year contributions from Advisory, high inflation in services seen in Jersey, and the costs from Globaleye.

Total costs in the Advice division were flat at £2.1m as costs savings in Jersey were offset by new costs in Guernsey, for Investment Management costs were up marginally at £1.8m (FY 23 £1.7m) as inflationary increases in supplier costs kicked in, while PLC costs fell from £0.9m to £0.8m as costs were actively cut.

Further costs cutting steps, especially in PLC, have already been taken and will be seen in the FY 25 outcome.

Adjustments to EBITDA

Acquisition related expenses were £64k (FY 23: £222k) and included the legal, regulatory and financial advice fees relating to the acquisition of NEBA.

Share award expenses were £1k (30 September 2023: £13k) and reflect the cost of equity to be issued to the executive directors which vested during the period.

Fair value adjustments were a gain of £730k (30 September 2023: £1,680k), being the reduction in the consideration payable to vending shareholders of certain acquired subsidiaries (see note 15).

Impairment of goodwill was £600k (30 September 2023: £nil) reflecting the loss of a material client in the Treasury Service division in FY 24.

Profit/Loss

The adjusted EBITDA was a loss of £1.7 million (FY 23: loss £0.7 million), a 141% increase. The most material change comes from a £1.0m decrease in contribution from Advice following the one-off settlement received in FY 23 (£0.7m), first time spend on setting up the Guernsey business (£0.2m) and a £0.4m reduction from Jersey Advice following the transfer of investment clients to the Investment Management division, which showed a corresponding increase in contribution.

  

Tax

Regulated financial services businesses in Jersey pay a flat corporation tax rate of 10%. The Treasury Services business is not regulated and has a nil tax rate. The Globaleye entities are subject to tax rates of 17% (Singapore), 3% (Labuan), between 7 and 27%% (South Africa), and 0% (UAE and  BVI). The reduction in the tax recovery in the year reflects the group relief now available for current period losses from the Investment Management division to the Advisory division. The deferred tax asset of £168k (FY 23: £152k) is expected to be utilised against the future profits generated in the Investment Management Division.

Earnings/Loss per share

The headline loss per share increased to 8.6p from 2.0p. The adjusted loss per share increased 58% to 4.9p from 3.1p.

Cash Flows

Cash as at 30 September 2024 decreased to £1.7 million (30 September 2023: £1.9 million) as operating losses of £2.9 million (FY 23: £0.4 million) were incurred, cash balances of £0.25 million were acquired in NEBA (FY 23: £0.9 million for Globaleye), and further loan notes of £1.3 million were issued. There were no deferred cash payments made in the period relating to acquisitions (FY 23: £20k).

Statement of Financial Position

Net assets increased by 21% to £9.9 million (FY 23: £8.2 million), following the acquisition of the Neba companies and the issue of new shares of £4.6 million (FY 23: £nil) less the £2.9 million of losses (FY 23: £0.4 million).

Going concern

The Directors have prepared financial projections along with sensitivity analyses of reasonably plausible alternative outcomes, covering clients and assets, cost inflation, the take up of Group services and the potential acquisition of further businesses. Additional funding for the Group, both from existing shareholders and new investors has also been secured after the period end, with a successful equity raise completed in December 2024, further loan financing secured, a new strategic equity investor and further equity investment anticipated from new investors.

Taken together, the expected improvement in trading, the settlement of deferred consideration, the new debt and equity finance raised and the plans to mitigate the cost across the Group, gives the Board sufficient confidence to consider the going concern basis to be appropriate for the accounts. 

Dividends

The Board does not propose to pay a dividend in respect of the financial year ended 30 September 2024 (FY 23: £nil).

Mr M C Moore

CFO and COO

28 February 2025

Corporate Governance 

 

The Board recognises the importance of sound corporate governance and has adopted the Corporate Governance Guidelines for Smaller Quoted Companies published in 2018 by the Quoted Companies Alliance (the "QCA Code"). The Directors anticipate that whilst the Company will continue to comply with the QCA Code, given the Group's size and plans, it will also endeavour to have regard to the provisions of the UK Corporate Governance Code as best practice guidance to the extent appropriate for a company of its size and nature.

 

Below are the 10 key governance principles as defined in the QCA Code and details of how TEAM plc addresses each of these principles. 

 

1.   Establish a strategy and business model which promotes long-term value for shareholders 

How it should be applied:

The Board must be able to express a shared view of the Company's purpose, business model and strategy. It should go beyond the simple description of products and corporate structures and set out how the Company intends to deliver shareholder value in the medium to long-term.  It should demonstrate that the delivery of long-term growth is underpinned by a clear set of values aimed at protecting the Company from unnecessary risk and securing its long-term future. 

 

How the Company applies it:

The Board is responsible for the Group's strategy. The operation of the Board is documented in a formal schedule of matters reserved for its approval which is reviewed annually. This includes the Group's strategic aims and objectives. Further, the Group's strategy is explained fully within our Strategic Report.  

 

2.   Seek to understand and meet shareholder needs and expectations 

 How it should be applied:

Directors must develop a good understanding of the needs and expectations of all elements of the Company's shareholder base. 

 

The Board must manage shareholders' expectations and should seek to understand the motivations behind shareholder voting decisions. 

 

How the Company applies it:

The Board is committed to regular shareholder dialogue with both its institutional and retail shareholders. 

 

The principal opportunity for the Board to meet shareholders is at the Company's AGM, which shareholders are encouraged to attend. 

 

The Company also has a dedicated email address which investors can use to contact the Company. The CEO is responsible for reviewing all communications received from shareholders and determining the most appropriate response. 

 

3.    Take into account wider stakeholder and social responsibilities and their implications for long-term success 

 How it should be applied:

Long-term success relies upon good relations with a range of different stakeholder groups both internal (workforce) and external (suppliers, customers, regulators, and others). The Board needs to identify the Company's stakeholders and understand their needs, interests, and expectations. 

Where matters that relate to the Company's impact on society, the communities within which it operates or the environment have the potential to affect the Company's ability to deliver shareholder value over the medium to long-term, then those matters must be integrated into the Company's strategy and business model. 

 

Feedback is an essential part of all control mechanisms. Systems need to be in place to solicit, consider and act on feedback from all stakeholder groups. 

 

How the Company applies it:

The Directors believe that, in addition to its shareholders, the main stakeholders of the Company are its clients, its employees, the communities in which it operates and its two principal regulatory group bodies (the London Stock Exchange, and the Jersey Financial Services Commission). 

 

The Company acts with integrity, focuses on creating results and importantly values people - from its members of staff to those who form the communities it engages with.  

 

The Company dedicates significant time to understanding and acting on the needs and requirements of each of these groups by way of meetings dedicated to obtaining feedback.  

 

The Directors are available to discuss any matter stakeholders might wish to raise. 

 

4.   Embed effective risk management, considering both opportunities and threats, throughout the organisation 

 How it should be applied 

The Board needs to ensure that the Company's risk management framework identifies and addresses all relevant risks to execute and deliver strategy; companies need to consider their extended business, including the Company's supply chain, from key suppliers to end-customer. 

Setting strategy includes determining the extent of exposure to the identified risks that the Company can bear and willing to take (risk tolerance and risk appetite). 

 

How the Company applies it  

The Board is responsible for determining the nature and extent of significant risks that may have an impact on the Group's operations, and for maintaining a risk management framework. The Board is responsible for the management of risk and regularly carries out a robust assessment of the principal risks and uncertainties affecting the Group's business, discussing how these could affect operations, performance, and solvency and what mitigating actions, if any, can be taken. There is an annual review of the business risk assessments.

 

5.   Maintain the Board as a well-functioning, balanced team led by the Chairman 

 How it should be applied 

The Board members have a collective responsibility and legal obligation to promote the interests of the Company and are collectively responsible for defining corporate governance arrangements. Ultimate responsibility for the quality of, and approach to, corporate governance lies with the Chairman of the Board. 

 

The Board (and any Committees) should be provided with high quality information in a timely manner to facilitate proper assessment of the matters requiring a decision or insight. 

 

The Board should have an appropriate balance between executive and non-executive Directors and should have at least two independent non- executive Directors. Independence is a Board judgement. 

 

The Board should be supported by Committees (e.g. audit, remuneration, nomination) that have the necessary skills and knowledge to discharge their duties and responsibilities effectively. 

 

How the Company applies it  

The Board is responsible for the overall management of the Group including the formulation and approval of the Group's long-term objectives and strategy, the approval of budgets, the oversight of Group operations, the maintenance of sound internal control and risk management systems and the implementation of Group strategy, policies, and plans. While the Board delegates specific responsibilities, there is a formal schedule of matters specifically reserved for decision by the Board. Such reserved matters include, amongst other things, approval of significant capital expenditure, material business contracts and major corporate transactions. The Board meets regularly to review performance.

 

The QCA Code recommends at least two members of the Board comprise Non-executive Directors determined by the Board to be independent. The Board is comprised of four Directors, of whom two are executive and two are non-executive. The Board considers both the non-executives to be independent and, as such, the Company complies with the requirements of the QCA Code in this regard. The Board has a senior independent non-executive director.

 

The Board recognises that the QCA states that save in exceptional circumstances, a Chairman should not also fulfil the role of chief executive. The Company does not have a Chief Executive but relies on Mr J M Clubb as Executive Chair and Mr M C Moore as Chief Financial Officer and Chief Operating Officer to fulfil the duties of a Chief Executive. The Board believes this is appropriate due to the Company having limited financial and operational scale at present. The role and responsibilities of Mr J M Clubb and Mr M C Moore are supported by shareholders. The Board however intends to appoint a Chief Executive or Chairman  in the future, at the appropriate moment, and the role of Mr J M Clubb as an executive Director will be reviewed. The Company is committed to having a majority of independent Directors.

 

The Board has established an audit and risk Committee (the "Audit and Risk Committee"), a nomination Committee (the "Nomination Committee") and a remuneration Committee (the "Remuneration Committee") with formally delegated responsibilities.

 

6.    Ensure that between them the Directors have the necessary up-to-date experience, skills, and capabilities 

 How it should be applied 

The Board must have an appropriate balance of sector, financial and public markets skills and experience, as well as an appropriate balance of personal qualities and capabilities. The Board should understand and challenge its own diversity, including gender balance, as part of its composition. 

 

The Board should not be dominated by one person or a Group of people. Strong personal bonds can be important but can also divide a Board. 

 

As companies evolve, the mix of skills and experience required on the Board will change, and Board composition will need to evolve to reflect this change. 

 

How the Company applies it 

The experience and knowledge of each of the Directors gives them the ability to constructively challenge strategy and to scrutinise performance.  

 

Mr J M Clubb brings leadership, sector expertise and experience of substantially growing small businesses. Mr M C Moore brings sector expertise, financial and operational leadership, and experience of acquisition led growth strategies. Mr L P C Taylor, and Mr D J K Turnbull bring additional strategic, regulatory, commercial, transaction and leadership experience which will be invaluable as the Board pursues the Company's growth strategy and continues to develop the Group.  

 

Directors are expected to attend all meetings of the Board, which will all be held in Jersey, and the Committees on which they sit, and to devote sufficient time to the Group's affairs to enable them to fulfil their duties as Directors. If Directors are unable to attend a meeting, their comments on papers to be considered at the meeting will be discussed in advance with the Chair so that their contribution can be included in the wider Board/Committee discussion.  

 

The Company Secretary ensures that all Directors are kept abreast of changes in relevant legislation and regulations, with the assistance of the Company's advisers where appropriate. The Executive Directors are subject to the Company's performance development review process through which their performance against predetermined objectives is reviewed and their personal and professional development needs considered. The Directors are encouraged to raise any personal development or training needs with the Chair.

 

7.    Evaluate Board performance based on clear and relevant objectives, seeking continuous improvement 

 How it should be applied 

The Board should regularly review the effectiveness of its performance as a unit, as well as that of its Committees and the individual Directors. 

 

The Board performance review may be carried out internally or, ideally, externally facilitated from time to time. 

The review should identify development or mentoring needs of individual Directors or the wider senior management team. 

 

It is healthy for membership of the Board to be periodically refreshed. Succession planning is a vital task for Boards. No member of the Board should become indispensable. 

 

How the Company applies it 

A process of formal annual Board evaluation took place during the period. In addition, the Non-executive Directors met, without the Chair present, to evaluate his performance.  

 

The Nomination Committee is required to give recommendations to the Directors where there are vacancies or where it is felt that additional Directors should be appointed. For new appointments the search for candidates is conducted, and appointments are made, on merit, against objective criteria and with due regard for the benefits of diversity on the Board. 

 

8.   Promote a corporate culture that is based on ethical values and behaviours 

 How it should be applied 

The Board should embody and promote a corporate culture that is based on sound ethical values and behaviours and use it as an asset and a source of competitive advantage. 

 

The policy set by the Board should be visible in the actions and decisions of the Chief Executive and the rest of the management team. Corporate values should guide the objectives and strategy of the Company. 

 

The culture should be visible in every aspect of the business, including recruitment, nominations, training, and engagement. The performance and reward system should endorse the desired ethical behaviours across all levels of the company. 

 

The corporate culture should be recognisable throughout the disclosures in the Annual Report, website and any other statements issued by the Company. 

 

How the Company applies it 

The Board monitors and promotes a healthy corporate culture and has considered how that culture is consistent with the Company's objectives, strategy, and business model and with the description of principal risks and uncertainties. 

 

The Board has considered and assessed the culture as being inclusive, transparent, and collaborative with appropriate behaviours. The Group has a Code of Conduct, an Anti-bribery and Corruption Policy, and policies and procedures relating to whistleblowing stating the Company's commitment to conducting its business with honesty and integrity, its expectation that staff will maintain high standards, and encouraging prompt disclosure of any suspected wrongdoing. All such policies are available to view in the staff handbook.  

 

The terms of reference of the Audit Committee include reviewing the adequacy and security of the Company's arrangements for its employees and contractors to raise concerns, in confidence, about possible wrongdoing in financial reporting or other matters and keeping under review the Company's procedures.

 

9.    Maintain governance structures and processes that are fit for purpose and support good decision-making by the Board 

How it should be applied 

The Company should maintain governance structures and processes in line with its corporate culture and appropriate to its: 

·               size and complexity; and 

·               capacity, appetite, and tolerance for risk. 

The governance structures should evolve over time in parallel with its objectives, strategy, and business model to reflect the development of the Company. 

 

How the Company applies it 

The Board has an established Audit, Remuneration, Risk and Nomination Committees which meet regularly in accordance with their terms of reference. The details of these Committees, including their terms of reference and composition, are set out in our website. This detail also includes the roles and responsibilities of each of the Directors. 

 

The matters reserved for the Board, are set out in the Board Terms of Reference, and can be summarised as follows: 

·               Reviewing, approving, and guiding corporate strategy, major plans of action, risk appetite and policies, annual budgets, and business plans; setting performance objectives; monitoring.

·               Implementation and corporate performance; and overseeing major capital expenditures, acquisitions, and disposals. 

·               Monitoring the effectiveness of the Company's governance arrangements and practices, making changes as needed to ensure the alignment of the Company's governance framework with current best practices. 

·               Ensuring that appointments to the Board or its Committees are effected in accordance with the appropriate governance process. 

·               Monitoring and managing potential conflicts of interest of management, Board members, shareholders, external advisors, and other service providers, including misuse of corporate assets and abuse in related party transactions; and overseeing the process of external disclosure and communications. 

·               The Board is also responsible for all other matters of such importance as to be of significance to the Group as a whole because of their strategic, financial, or reputational implications or consequences. 

 

At this stage the Board believes that the governance framework is appropriate for a Company of its size, but it continues to keep this under review. 

 

10. Communicate how the Company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders 

 How it should be applied 

A healthy dialogue should exist between the Board and all its stakeholders, including shareholders, to enable all interested parties to come to informed decisions about the Company. 

Appropriate communication and reporting structures should exist between the Board and all constituent parts of its shareholder base. This will assist: 

 

·               the communication of shareholders' views to the Board; and 

·               the shareholders' understanding of the unique circumstances and constraints faced by the 

               Company. 

 

It should be clear where these communication practices are described (Annual Report or website). 

 

How the Company applies it 

The Company is committed to open dialogue with all its stakeholders. The Executive Chair liaises with the Company's principal shareholders, regulators and, where appropriate, clients and relays their views to the wider Board. 

 

On the Company's website, www.teamplc.co.uk, shareholders can find all historical regulatory announcements, Interim Reports and Annual Reports.  Annual General Meeting Circulars are posted directly to all registered shareholders or nominees and results of Annual General Meeting votes are also published on the Company's website. As described earlier, the Company also maintains email and phone contacts which shareholders can use to make enquiries or requests. 

 

The Non-executive Directors are available to discuss any matter stakeholders might wish to raise, and the Executive Chair and Non-executive Directors will attend meetings with investors and analysts as required. 

 

Following the Company's AGM, the results of all votes will be made available on its website. 

 

By order of the Board

 

 

 

 

 

Mr M C Moore

CFO and COO

28 February 2025

 

The Board and its Committees

 

The Board is responsible for the overall management of the Group including the formulation and approval of the Group's long-term objectives and strategy, the approval of budgets, the oversight of Group operations, the maintenance of sound internal control and risk management systems and the implementation of Group strategy, policies, and plans. While the Board may delegate specific responsibilities, there will be a formal schedule of matters specifically reserved for decision by the Board. Such reserved matters will include, amongst other things, approval of significant capital expenditure, material business contracts and major corporate transactions. The Board meets regularly to review performance.

The QCA Code recommends at least two members of the Board comprise Non-executive Directors determined by the Board to be independent. The Board is comprised of four Directors, of whom two are executive and two are non-executive. The Board considers both the Non-executive Directors to be independent (one of whom is the senior independent non-executive director) and, as such, the Company complies with the requirements of the QCA Code in this regard.

The Board recognises that the QCA states that save in exceptional circumstances, a Chairman should not also fulfil the role of Chief Executive. The Company does not have a Chief Executive but relies on Mr J M Clubb as Executive Chair and Mr M C Moore as Chief Financial Officer and Chief Operating Officer to fulfil the duties of a Chief Executive. The Board believes this is appropriate due to the Company having limited financial and operational scale at present. The roles and responsibilities of Mr J M Clubb and Mr M C Moore are supported by shareholders. The Board, however, intends to appoint a Chief Executive or Chairman in the future, at the appropriate moment, and the role of Mr J M Clubb as an executive Director will be reviewed.

The Board has established an audit and risk Committee (the "Audit and Risk Committee"), a nomination Committee (the "Nomination Committee") and a remuneration Committee (the "Remuneration Committee") with formally delegated responsibilities. The reports of the chairs of these Committees are as follows:

 

The Audit and Risk Report

 

The Audit and Risk Committee is chaired by Philip Taylor. Its other members is David Turnbull, with Matthew Moore in attendance.

The Committee has primary responsibility for monitoring the quality of internal controls and ensuring that the financial performance of the Company is properly measured and reported on.

The Committee received and reviewed reports from the Company's management and auditor for the annual accounts and the accounting and internal control systems in use throughout the Group. 

Further, the Committee advises the Board on the Group's overall risk appetite and strategy, the risk assessment processes, including in relation to compliance functions, and assisting in overseeing implementation of the adopted strategy.

The Committee meets at least three times a year at appropriate intervals in the financial reporting and audit cycle and otherwise as required. The Committee also discusses Audit & Risk matters at meetings of the Board. The Committee has unrestricted access to the Company's auditor.

The principal areas of focus during the year included the following items:

1. Reviewed the terms of reference for the Committee to monitor the Committee's compliance.

2. Reviewed the internal control, compliance procedures, including monitoring of progress on matters requiring improvement, and the group business risk appetite.

3. Reviewed the Interim and Annual Report and financial statements.

4. Approved the management representation letter.

5. Review of the financial projections and related funding requirements of the Group.

6. Review of the independence of the auditor, their fees and engagement letter.

8.  The Committee discussed the Audit Plan, the auditor's report and significant issues arising during the audit with the auditor.

9. Reviewed the terms of the acquisition of Neba and the associated risks with the Executive Directors. We received assurance that the risks could be appropriately mitigated.

 

Appointment of the external auditor

The Committee proposed that Moore Stephens Audit and Assurance (Jersey) Limited continue with their appointment as auditor.   

 

Role of the external auditor

The Committee monitored the relationship with the external auditor to ensure their independence and objectivity. Based on that assessment, the Committee recommends to the Board the re-appointment of Moore Stephens Audit and Assurance (Jersey) Limited. In assessing independence and objectivity, the Committee considered the level and nature of services provided by Moore Stephens Audit and Assurance (Jersey) Limited as well as confirmation from them that they have remained independent within the meaning of the IESBA Code of Ethics.

The auditor did not carry out any non-audit services during the year.

Audit process

The external auditor prepared an audit plan for the Committee's review. The audit plan set out the scope of the audit, areas to be tested and audit timetable. Following the audit, the auditor presented their findings to the Audit Committee. 

No major areas of concern were highlighted by the auditor during the year.

The principal matters discussed with the audit Committee were the valuation of and accounting for intangible assets and the use of the going concern basis for the preparation of the accounts.

Internal audit

The Group assessed the need for an internal audit function and considered that in the light of the existing control environment and the financial position of the business there is currently no requirement for a separate internal audit function.

 

 

Mr L P C Taylor

Chairman of the Audit & Risk Committee

28 February 2025

 

 

Nomination Report

 

The Nomination Committee is chaired by David Turnbull and its other members are Philip Taylor and Mark Clubb. Matthew Moore acts as its secretary.

The Nomination Committee assists the Board in discharging its responsibilities relating to the composition of the Board. It is responsible for, and evaluates, the balance of skills, experience, independence and knowledge of the Board, its size, structure and composition, retirements, and appointments of additional and replacement directors, and will make appropriate recommendations to the Board on such matters. The Nomination Committee also considers succession planning, considering the skills and expertise that will be beneficial to the Board in the future.

The Committee met three times during the year. Each time it reviewed the terms of reference, discussed the individual and collective suitability of Board members, whether the Board had operated effectively, the Executive had performed, and the non-executives had provided appropriate challenge and guidance. It was agreed that the size of the Board was commensurate with the current size of the business and that the composition provides TEAM with a balanced, experienced, knowledgeable and informed Group of Directors who bring strategic experience, foresight, and challenge to the Executive and, as such, no changes were necessary to its membership although this should be reviewed regularly as the Group grows. Succession planning was also discussed at each meeting. The Committee noted that it considers the diversity or otherwise of the Board and will continue to do so.

 

Mr D J K Turnbull

Chairman of the Nomination Committee

28 February 2025

 

 

Remuneration Report

 

The Directors present the Directors' Remuneration Report (the "Remuneration Report") for the financial year ended 30 September 2024.

Composition and Role of the Remuneration Committee

As detailed within the Corporate Governance report, the Board has established a Remuneration Committee which currently consists of the Non-Executive Directors, chaired by Philip Taylor, who took over from Michael Gray following his departure on 31 December 2024 .

The Committee determines and agrees with the Board the framework and policy of Executive remuneration and the associated costs to the Group and is responsible for the implementation of that policy. The Committee determines the specific remuneration packages for each of the Executive Directors and no Director or Senior Executive is involved in any decisions as to their own remuneration. The Committee has access to information and advice provided by the Executive Chairman and the CFO and has access to independent advice where it considers it appropriate. The Committee meets at least twice a year.

This report explains how the Group has applied its policy on remuneration paid to Executive Directors.

Framework and Policy on Executive Directors' Remuneration

The Group's remuneration policy is designed to provide competitive rewards for its Executive Directors, considering the performance of the Group and the individual Executives, together with comparisons to pay conditions throughout the markets in which the Group operates. It is the aim of the Committee to attract, retain and motivate high calibre individuals with a competitive remuneration package. It is common practice in the industry for total remuneration to be significantly influenced by bonuses.

The Committee takes the remuneration and employment conditions of its broader employee population into account when setting the remuneration policy for its Executive Directors. The Committee also considers its responsibilities to its shareholders and wider economic environment and market developments.

The remuneration packages are constructed to provide a balance between fixed and variable rewards. Therefore, remuneration packages for Executive Directors normally include basic salary, bonuses, benefits in kind and share based rewards. In agreeing the level of basic salaries and annual bonuses, the Committee takes into consideration the total remuneration that Executives could receive.

Basic Salary

Basic salaries are reviewed on an annual basis or following a significant change in responsibilities. The Committee seeks to establish a basic salary for each Executive determined by individual responsibilities and performance, cognisant of comparable salaries for similar positions in companies of a similar size in the same market.

Incentive Arrangements

Bonuses

These are designed to reflect the Group's performance, considering the performance of its peers, the market in which the Group operates and the Executive's contribution to that performance.

Performance related contractual incentive scheme

These are designed to reward performance by the Executive Directors.

Share based rewards

The Group does not have any options nor an Employee Share Ownership Trust (ESOT).

Other Employee Benefits

Depending on the terms of their contract, the Executive Directors are entitled to a range of benefits, including contributions to individual personal pension plans, private medical insurance, and life assurance.

Service Contracts and Notice Periods

The Executive Directors are employed on rolling contracts subject to six months' notice from either the Executive or the Group, given at any time.

Service contracts do not provide explicitly for termination payments or damages, but the Group may make payments in lieu of notice. For this purpose, pay in lieu of notice would consist of basic salary and other relevant emoluments for the relevant notice period excluding any bonus.

External Appointments undertaken by Executive Directors

In the Committee's opinion, experience of other companies' practices and challenges is valuable for the personal development of the Group's Executive Directors and for the Company. It is therefore the Group's policy to allow Executive Directors to accept Non-Executive Directorships at other companies, provided the time commitment does not interfere with the Executive Directors' responsibilities within the Group. Fees are retained by the individual Executive Director.

Non-Executive Directors

All Non-Executive Directors have a letter of appointment for an initial period of thirty-six months and thereafter on a rolling basis subject to three months' notice by either the Non-Executive Director or the Group, given at any time.

In the event of termination of their appointment, they are not entitled to any compensation.

Non-Executive Directors' fees are determined by the Executive Directors having regard to the need to attract high calibre individuals with the right experience, the time and responsibilities entailed, and comparative fees paid in the market in which the Group operates. They are not eligible for pensions.

Management Incentive Plan ("MIP")

On 12 May 2022. the Company set up the TEAM plc MIP to ensure selected employees of the Company are well motivated and identify closely with the success of the Group. There were no changes to the Directors' interests in the MIP in the period. The exercise period for the MIP commenced on 11 May 2024 and remains open for two years. A new MIP is expected to be put in place in due course.

Directors' Emoluments

The remuneration of each Director as listed on page 55, in the Company Information section, during the year ended 30 September 2024 is set out below:

 

 

							Pension	Pension
							Contribution	Contribution
					Year ended	Year ended	year ended	Year ended
		Salary	Benefits	Bonus	30 Sept 2024	30 Sept 2023	30 Sept 2024	30 Sept 2023
		£	£	£	£	£	£	£
	Executive
	J M Clubb	160,000	5,758	25,000	190,758	162,914	13,200	10,867
	M Moore	190,000	4,698	40,000	234,698	227,005	19,000	15,200
	Non-Executive
	L P C Taylor	29,000	-	-	29,000	25,000	-	-
	M M Gray	29,000	-	-	29,000	25,000	-	-
D J K Turnbull		29,000	-	-	29,000	25,000	-	-
		437,000	10,456	65,000	512,456	464,919	32,200	26,067
	*The prior year total remuneration disclosure for M Moore was incorrect and has been amended in the table above. There is a disclosure adjustment with no impact on the prior year financial information.

The highest paid Director for 2024 was Mr M C Moore receiving emoluments of £234,698 (30 September 2023: M C Moore £227,005). For the period to September 2024, Mr Moore was awarded a bonus of £60,000 in new Ordinary TEAM shares. The award shown in the table above reflects those amounts paid during the year, being those made for the period to September 2023.

Mr J M Clubb's salary was increased from £135,000 to £175,000 in May 2024, reducing the amount waived from his agreed salary of £250,000 to £75,000. For the period to September 2024, Mr Clubb was awarded a bonus of £60,000 in new Ordinary TEAM shares.

The intention is that when the business moves into a positive cash flow position then the sums waived will be caught up.  In the past two years Mr Clubb has waived total remuneration of £340,000. 

The costs of the share awards will be reflected in the Consolidated Statement of Comprehensive Income as they vest.

The Non-executive directors' fees were increased from £25,000 per year to £29,000 per year.

Directors' Interests in Management Incentive Plan shares

	30 Sept 2024	30-Sep-23
Director	No.	No.
M C Moore	650	650
	650	650

 

The management incentive plan does not qualify as an employee share option scheme as the shares were purchased at fair value. There are no voting rights attached to these shares.

Directors' Report for the year ended 30 September 2024

Introduction

The Directors present their report and the consolidated financial statements for TEAM plc (the "Company") and its subsidiaries (the "Group") for the year ended 30 September 2024.

Results

The financial statements are set out on pages 41 to 70.

Dividend

The Directors do not propose to pay a dividend for the year ended 30 September 2024 (30 September 2023: £nil).

Capital Structure

Full details of the issued share capital, along with movements during the year, are set out in note 17 on page 67.

Incorporation

The Company was incorporated on 4 July 2019. The Company is a registered public company limited by share capital and was incorporated and registered in Jersey, Channel Islands. The Company registration number is 129405.

Directors' Shareholdings

The Directors who held office during the year and their interest in the shares of the Company were as follows:

		30 Sept 2024	30 Sept 2023
	Appointed	Number of shares	Number of shares
J M Clubb	4 July 2019	4,030,018	3,838,000
M C Moore	1 March 2021	23,392	-
M M Gray (resigned 31 December 2024)	1 March 2021	122,727	47,727
D J K Turnbull	1 March 2021	83,645	33,645
L P C Taylor	1 March 2021	158,645	33,645

 

Further details of Directors' service contracts, remuneration, share interests and interests in options over the Company's shares can be found in the Remuneration Report on page 26.

Major Shareholdings

At the date of publication of this report, the Company had been notified of the following shareholdings of 3% or more of its issued share capital:

	Ordinary shares	% of issued share capital
Mark Clubb	4,173,158	8.2
Schroders	4,069,284	8.0
Salus Alpha Financial Services AG	3,516,711	6.9
John Beverley	3,281,250	6.5
Canaccord Genuity (Marlborough Funds)	3,206,626	6.3

 

Political Contributions

The Group and Company did not make any political donations or incur any political expenditure during the year (30 September 2023: nil)

Going concern

The Directors have prepared financial projections along with sensitivity analyses of reasonably plausible alternative outcomes, covering clients and assets, cost inflation, the take up of Group services and the potential acquisition of further businesses. Additional funding for the group, both from existing shareholders and new investors has also been secured after the period end, with a successful equity raise completed in December 2024, further loan financing secured, a new strategic equity investor and further equity investment anticipated from new investors.

Taken together, the expected improvement in trading, the settlement of deferred consideration, the new debt and equity finance raised and the plans to mitigate the cost across the group, gives the Board sufficient confidence to consider the going concern basis to be appropriate for the accounts. 

Likely future developments

The Directors are focused on bringing the Group to a cashflow positive position and to be able to pay a dividend to shareholders over the medium term. In the early years of the TEAM business plan, this was not expected, nor has it been the outcome. This was due to the startup costs associated with the business plan, the costs associated with running a plc entity with a listing on the AIM market, together with the losses made in the investment management division. The acquisitions made or arranged by the Group, along with a pipeline of hiring revenue generating individuals and earnings enhancing acquisitions, together with the expected delivery of revenue and cost synergies from the acquired subsidiaries, are expected to achieve this aim.

Events after the Reporting Period

On 25 October 2024 the Company announced that the acquisition of HBFS financial Services Limited was no longer taking place.

On 7 November 2024 the company welcomed Salus Alpha Financial Services AG as a new strategic investor with a holding of 8.9% in the Company.

On 3 December 2024 the Company announced it had completed an equity fund raise for £1.1 million.

On 5 December 2024 the Company reported a further £250,000 subscription into a convertible loan note by Harwood Capital Management, bringing the total invested to £750,000 at a conversion price of 15 pence per share.

On 12 December 2024 the Company announced that it had raised £46,253 via the WRAP offer to retail shareholders.

On 23 December 2024 the Company announced a facility for up to £1 million in new convertible loan notes with NFG Capital.

On 3 March the Company announces the subscription by funds controlled by Epic Investment Partners for a total of £586,675, plus £100,000 issued to the vendors of Omega for part settlement of the deferred consideration.

The Company held an EGM on 24 January 2025 which gave shareholder approval to issue further shares to satisfy the demand for shares from the fundraise in December 2024 (1.8 million shares), authority for the issue of shares pursuant to the convertible loan notes (a total of 11.7 million shares) and a general authority to issue a further 20 million shares. These resolutions were approved by shareholders.

Annual General Meeting ("AGM")

The Company will hold its AGM on a date to be announced around April 2025. The resolutions being proposed at the AGM include usual resolutions dealing with the ordinary business of the AGM. A description of all the resolutions is set out within the Notice of AGM document being posted separately.

Statement of Directors' Responsibilities

The Directors acknowledge their responsibilities for preparing the Annual Report and the consolidated financial statements in accordance with applicable law and regulations.

Companies (Jersey) Law 1991 requires the Directors to prepare consolidated financial statements for each financial year. Under that law. the Directors have elected to prepare the financial statements in accordance with the requirements of International Financial Reporting Standards ('IFRS') as issued by the International Accounting Standards Board ('IASB'). Under Companies (Jersey) Law 1991, the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the situation of the Company and Group and of the profit or loss of the Company and Group for that period. In preparing these financial statements, the Directors are required to:

·    select suitable accounting policies and apply them consistently;

·    make judgements and accounting estimates that are reasonable and prudent;

·    state whether International Financial Reporting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

·    prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company and Group will continue in business.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies (Jersey) Law 1991. They are also responsible for safeguarding the assets of the Company and Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

 

Disclosure of information to the auditors     

Each of the persons who are Directors at the time that this Directors' Report is approved has confirmed that:

·    so far as that Director is aware, there is no relevant audit information of which the Company's and the Group's auditor is unaware, and

·    that Director has taken all the steps that ought to have been taken as a Director in order to be aware of any relevant information and to establish that the Company's and the Group's auditor is aware of that information.

This report was approved by the Board on 28 February 2025 and signed on its behalf by:

Mr J M Clubb                                                                               Mr M C Moore

Executive Chair                                                                            CFO and COO

 

Directors' Biographies

 

 

	Jonathan Mark Gordon Clubb EXECUTIVE CHAIRMAN   Mark began his 27 year career in investment banking at Hoare Govett and has held various senior management roles at UBS Philips and Drew and BZW (latterly Credit Suisse First Boston). In 1997 Mark, together with six partners, founded London-based investment banking boutique, Altium Capital Partners. Following a management buyout of Altium Capital Partners in 2008, Mark returned to Jersey and has spent the last 12 years in investment management, including at private client stockbroker, Collins Stewart, later acquired by Canaccord Genuity Inc.
	Matthew Charles Moore CHIEF FINANCIAL OFFICER & CHIEF OPERATING OFFICER   Matthew is a chartered accountant with a wealth of experience in senior leadership and financial roles, having been CFO at Close Investments, CFO and COO at Origen Financial Services (an Aegon Group company) and CFO and COO at Ascot Lloyd, a vertically integrated UK wealth management firm founded by Oaktree, a leading private equity investor. Matthew adds significant acquisition and integration expertise to TEAM. He was responsible for acquisitions at Bellpenny, and subsequently Ascot Lloyd, and previously worked in the acquisitions team at Close Wealth Management, prior to which he held various roles in M&A at Commerzbank Securities and ING Barings.
	Louis Philip Chetwynd Taylor INDEPENDENT NON-EXECUTIVE DIRECTOR & SENIOR INDEPENDENT DIRECTOR   Philip has over 40 years' experience in the finance industry, beginning his career at PwC in London. Philip is currently a lay member of the States of Jersey Public Accounts Committee and as a Director of a property development company. Philip was the Senior Partner of PwC Channel Islands and a Global Leader of the PwC Quality Assurance Programme. Philip has previously served as Chairman of the States of Jersey Treasury Advisory Panel a Commissioner of the JFSC, as a Member of the Conduct and Case Management Committees of the UK Financial Reporting Council, as a Member of Jersey Financial Services Advisory Board and as Director of number of listed and other financial services companies.
	David James Ker Turnbull INDEPENDENT NON-EXECUTIVE DIRECTOR   He is currently Chairman of Fiduciary Settlements Ltd and a Non-Executive Director of mnAI Data Solutions Ltd.   David was previously a Managing Director at Salomon Brothers (now Citigroup) where he held various senior positions within the firm including Global Co-Head of Japanese Equities and Global Head of European Equities. David also served on the European Management Committee, Global Equity Committee and Global Business Practices Committee. Prior to Salomon Brothers, David worked for Rowe and Pitman in London and Tokyo. In 1999 David cofounded and was Chief Operating Officer of Antfactory, a global technology investment firm; in addition, he founded and acted as Chief Executive of its Japanese subsidiary, Ant Capital.   From 2002 to 2010, David was a fund manager focused on Asia, first at Prodigy Capital, where he was a Founding Partner, and then at Morant Wright. David is a former Senior Advisor to the Industrial and Commercial Bank of China, has advised several other companies, particularly in the financial sector, and served on several company boards including Whittard of Chelsea.