The information contained within this announcement is deemed by the Company to constitute inside information pursuant to Article 7 of EU Regulation 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 as amended. Upon the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.
11 September 2025
Brave Bison Group plc
("Brave Bison" or the "Company", together with its subsidiaries "the Group")
Interim Results
19% increase in net revenue, 6% increase in Adj. EBITDA
FY25 trading ahead of market expectations
and FY26 expectations upgraded
Five acquisitions including transformational purchase of MiniMBA and
oversubscribed £15.5m fundraising
Brave Bison, the next-generation marketing and technology partner for global brands, today reports its unaudited interim results for the six months ending 30 June 2025.
Commenting on the results, Oliver Green, Executive Chairman, said:
"We have had a busy 2025 so far. Having not made an acquisition for almost two years, we have now announced five transactions in 2025 year to date, improving our competitive position and entering new markets with the acquisition of MiniMBA. We completed our largest ever fundraising and are delighted to welcome new shareholders and strategic partners including global media company News Corp., industry legend Mark Ritson and a number of new institutional shareholders."
Financial Highlights
|
Unaudited |
H1 2025 |
H1 2024 |
Change |
FY24 |
|
Net Revenue |
£12.0m |
£10.1m |
+19% |
£21.3m |
|
Adj. EBITDA (1) |
£2.3m |
£2.1m |
+6% |
£4.5m |
|
Adj. EBITDA Margin |
19% |
21% |
(2%) |
21% |
|
Adj. Profit Before Tax (2) |
£1.9m |
£1.8m |
+2% |
£3.9m |
|
Adj. Basic EPS (3) |
0.14p |
0.14p |
(1%) |
0.30p |
|
Adj. Basic EPS (pre-consolidation) (3) |
0.14p |
0.14p |
(1%) |
0.30p |
|
Profit Before Tax |
£0.1m |
£1.2m |
(91%) |
£2.2m |
|
Net Cash excl. Lease Liabilities |
£3.9m |
£6.8m |
(43%) |
£7.5m |
Small apparent errors due to rounding
(1) Adj. EBITDA is defined as earnings before interest, taxation, depreciation and amortisation, and after adding back acquisition costs, restructuring costs and share-based payments. Under IFRS16 most of the costs associated with the Company's property leases are classified as depreciation and interest, therefore Adj. EBITDA is stated before deducting these costs.
(2) Adj. Profit Before Tax is stated after adding back acquisition costs, restructuring costs, impairments, amortisation of acquired intangibles and share-based payments, and is after the deduction of costs associated with property leases.
(3) Adj. Profit After Tax divided by the weighted average number of ordinary shares in issue. Pursuant to a share consolidation approved by Brave Bison shareholders on 14 July 2025, the Company's issued ordinary share capital was consolidated on a 20 for 1 basis on 15 July 2025
· Net revenue of £12.0m (H1 2024: £10.1m), growth of 19% year-on-year as a result of acquisitions made during the period and better than expected trading in Brave Bison's performance and media network divisions
· Adj. EBITDA of £2.3m (H1 2024: £2.1m) and Adj. Profit Before Tax of £1.9m (H1 2024: £1.8m), a year-on-year increase of 6% and 2%, respectively
· Adj. EBITDA margin reduced from 21% to 19% year-on-year following the acquisitions of Engage Digital Partners and The Fifth, both of which were loss-making at the time of completion but are expected to contribute positively within 12 months
· Statutory profit before tax of £0.1m (H1 2024: £1.2m). Exceptional acquisition, restructuring and integration costs totalled £1.5m (H1 2024: £0.2m), with four acquisitions announced in the period, and a fifth announced separately today
· Net cash, excluding lease liabilities, of £3.9m at 30 June 2025 (31 December 2024: £7.5m, 30 June 2024: £6.8m). Cash outflow of £3.6m as a result of acquisitions completed during the period
· Adj. Basic EPS for the period of 0.14p, pre share consolidation (H1 2024: 0.14p, a 1% decrease year-on-year. Acquisition consideration of 40,000,000 ordinary Brave Bison shares (pre share consolidation) was issued to News Corp. as part of the acquisition of The Fifth in April 2025, , increasing the Company's issued ordinary share capital by 3%
· Equity fundraising of £15.5m announced in June 2025 to fund the acquisition of MiniMBA. Fundraising was oversubscribed at the issue price of 49p per share and was supported by new strategic shareholder Professor Mark Ritson and both a number of new institutional investors and existing shareholders alike
· New 3-year revolving credit facility agreed with Barclays, increasing the facility size to £10m. The facility charges an interest margin of 1.75% above Base Rate up to 1x net leverage / Adjusted EBITDA, and 1.85% above Base Rate above 1x. The facility does not have a non-utilisation fee.
Strategic & Operational Highlights
· Transformational acquisition of MiniMBA for £19m from Centaur Media completed post period end. The purchase price is equivalent to 5.3x expected MiniMBA EBITDA for FY25
· MiniMBA is a marketing skills and training platform providing MBA-level education through an online learning portal. Almost 6,000 marketing professionals take MiniMBA courses every year and the platform has trained 40,000 delegates since inception
· MiniMBA sells directly to marketers through its website, as well as to enterprise customers looking to upskill their teams including American Express, McDonald's, Google, British Airways, Nestle and Salesforce
· MiniMBA will form the cornerstone of a new skills and capabilities practice that will sit alongside, but operate independently from, Brave Bison's existing marketing and technology services operations. This new practice will allow Brave Bison to better service CMOs, cementing the Company as the marketing and technology partner-of-choice for future-focused brands
· Further bolt on acquisitions made in sports marketing and fan engagement (Engage Digital Partners in December 2024), performance marketing (Builtvisible in March 2025) and influencer marketing (The Fifth in May 2025)
· Acquisition of The Fifth saw a strategic investment from News Corp., the global media and information company. News Corp. is now a top 10 shareholder in Brave Bison and a strategic partner for social and influencer marketing
· Brave Bison has today separately announced the acquisition of MTM, a commercial strategy and audience insight consultancy, the Company's fifth acquisition in nine months
· Brave Bison's social and influencer marketing agency SocialChain appointed global social media agency of record for Primark following a competitive pitch process
· Substantial new business activity across Brave Bison saw a number of other wins including Tottenham Hotspur FC, Guiness World Records, Estee Lauder, EQT, Royal Mail and ATP
· Brave Bison's flagship artificial intelligence product AudienceGPT was awarded Best Operational Use of AI at the Campaign Tech Awards in June 2025, beating competition from Unilever and specialist AI companies
Trading Update & Outlook
· As a result of stronger than anticipated trading in the second half of 2025 and the acquisition of MTM announced separately today, the Board now expects the Group to exceed current market forecasts for FY25 and increases Board expectations for FY26(1)
(1) Cavendish Capital Markets research dated 25 June 2025. FY25 net revenue of £29.2m and adj. EBITDA of £5.7m, FY25 pro-forma net revenue of £36.5m and adj. EBITDA of £8.1m
For further information please contact:
Brave Bison Group plc via Cavendish
Oliver Green, Executive Chairman
Theo Green, Chief Growth Officer
Philippa Norridge, Chief Financial Officer
Cavendish Capital Markets Tel: +44 (0) 20 7220 0500
Nominated Adviser & Broker
Ben Jeynes / Teddy Whiley / Elysia Bough - Corporate Finance
Michael Johnson / Sunila de Silva - ECM
About Brave Bison
Brave Bison is a marketing and technology partner for global brands. With operations across eight countries including the UK, India, Australia and Egypt, Brave Bison provides customers with digital services, digital media and marketing skills training.
The Group operates through two divisions: Digital Services and Digital Content.
Digital Services comprises the Group's digital marketing operations. Trading through dedicated brands including Brave Bison (performance media), SocialChain (social & influencer marketing), Engage (Sport & Entertainment) and MTM (strategy & insight), the Group works with global brands and media rights holders across consultancy and execution. Customers include New Balance, Primark and Google, as well as Formula 1, Real Madrid and New Zealand Rugby.
Digital Content comprises the Group's operations to monetise digital content through training and advertising. This division includes the Brave Bison media network of YouTube, Facebook and Snap channels, as well as MiniMBA, a marketing skills and training platform that provides MBA-level education through an online learning portal. Almost 6,000 marketing professionals take MiniMBA courses every year and the platform has trained 40,000 delegates since inception. MiniMBA sells directly to marketers through its website, as well as to enterprise customers looking to upskill their teams including American Express, McDonald's, Google, British Airways, Nestle and Salesforce.
H1 2025 Financial & Strategic Review
The first half of 2025 has seen significant progress towards our mission of becoming the marketing and technology partner of choice for global brands. We have improved our competitive position through several targeted bolt-on acquisitions, as well as entered new markets through the acquisition of MiniMBA.
We have also diversified our capital base and welcomed a raft of new shareholders; strategic in the form of global media company News Corp. and marketing professor Mark Ritson, as well as a number of institutional investors.
Trading Summary
Trading in the first half of 2025 was in-line with expectations. Brave Bison reported Net Revenue of £12.0m (H1 2024: £10.1m), growth of 19% year-on-year, Adj. EBITDA of £2.3m (H1 2024: £2.1m) and Adj. Profit Before Tax of £1.9m (H1 2024: £1.8m).
Net revenue growth was primarily driven by acquisitions made during the period, as well as a healthy trading in the Company's performance marketing and media network divisions. Towards the end of the period SocialChain announced that it had been appointed as global social media agency of record for Primark. This appointment follows a competitive pitch against a number of network and independent competitors, and is expected to be a multi-year agreement. Additionally, new engagements were won with Tottenham Hotspur FC, Guiness World Records, ATP, EQT and EA Games across the business.
Brave Bison's flagship artificial intelligence product AudienceGPT was awarded Best Operational Use of AI at the Campaign Tech Awards in June 2025, beating competition from Unilever and specialist AI companies. AudienceGPT uses large language models to create AI personas - silicon audiences - that mirror real life consumers with 90th percentile accuracy, providing a window into customer behaviour that can be accessed instantly. Uptake from existing clients has been strong, and our reputation as a leading-edge performance media house is driving new business enquiries.
Adj. EBITDA margin reduced from 21% to 19% year-on-year as a result of the consolidation of two loss-making acquisitions: Engage Digital Partners and The Fifth. Both Engage and The Fifth have now been substantially restructured and are expected to contribute positively in H2 2025 having been integrated into the Brave Bison operating platform.
Statutory profit before tax of £0.1m (H1 2024: £1.2m) showed a significant reduction year-on-year. The primary driver for this is the exceptional costs associated with the acquisitions announced in the period. Acquisition costs, primarily relating to due diligence costs, fundraising costs and other professional fees totalled £1.0m (H1 2024: £33k) and restructuring costs, primarily relating to employment costs for terminated employees, expiring software licenses costs and redundant property costs totalled £0.5m (H1 2024: £0.2m). Amortisation of acquired intangibles was £0.2m (H1 2024: £0.2m) and share-based payments was £0.1m (H1 2024: £0.2m), both non-cash items and broadly consistent with prior years.
An analysis of the profit before tax is shown below:
|
£'000 |
H1 FY25 |
H1 FY24 |
|
Adj. EBITDA |
2,250 |
2,127 |
|
Finance income |
83 |
128 |
|
Finance costs |
(108) |
(96) |
|
Depreciation |
(366) |
(333) |
|
Adj. Profit Before Tax |
1,859 |
1,826 |
|
Adjusting Items: |
|
|
|
Acquisition Costs |
991 |
33 |
|
Restructuring Costs |
511 |
193 |
|
Amortisation of Acquired Intangibles |
188 |
194 |
|
Share Based Payments |
65 |
230 |
|
Profit Before Tax |
104 |
1,176 |
Net cash, excluding lease liabilities, at the period end was £3.9m (31 December 2024: £7.5m, 30 June 2024: £6.8m). Cash outflow of £3.6m was the result of £1.9m in acquisition payments, alongside the unwinding of liabilities on acquired balance sheets.
Existing lender Barclays agreed to increase the size of the Company's revolving credit facility from £3m to £10m to finance the acquisition of MiniMBA. Reflecting Brave Bison's increased creditworthiness, the interest margin on the facility reduced from 2.75% over Base Rate to 1.75% over Base Rate.
Bolt-on Acquisitions
In January 2025, Brave Bison announced the completion of the acquisition of Engage Digital Partners, a sports marketing and fan engagement business that works with world's largest sports brands including Formula 1, ICC, Real Madrid and New Zealand Rugby. The acquisition of Engage significantly enhances Brave Bison's offering for rights holders and sports federations, and a number of cross selling opportunities have already been realised. Engage also benefits from a global workforce, including a 40-person operation in Bangalore, India, which is now being leveraged across Brave Bison and SocialChain to increase profit margin for creative services work.
The second acquisition of the period was Builtvisible, completing in March 2025. Builtvisible was established in 2009 and has grown into a leading performance marketing agency specialising in organic performance strategies through the use of search engine optimisation to drive outcomes for clients including Aviva, Avis, Icelandair, Specsavers and Very Group. Builtvisible has been integrated into Brave Bison's performance operations and will cease to trade under a separate brand from 2026.
In April 2025, Brave Bison acquired The Fifth, the influencer marketing division of News Corp., the global media and information company. The Fifth was founded in 2019 and delivers influencer marketing, social strategy and end-to-end creator-led campaigns for brands including YouTube, Disney+, UKTV, FOX Entertainment, The Times, TSB and SamsungTV. As part of the transaction, News Corp. has become a top 10 shareholder in Brave Bison will continue to work with SocialChain as influencer marketing partner.
Brave Bison has today separately announced the entry of binding agreements for the bolt-on acquisition of MTM, a strategy and insights consultancy. Customers include global technology and media companies such as Google, Figma, Saumsing and Spotify, as well as sports rights holders including Formula 1 and ECB.
MiniMBA
In June 2025, Brave Bison announced the transformational acquisition of MiniMBA from Centaur Media plc. MiniMBA is a marketing skills and training platform that provides MBA-level education through an online learning portal.
Almost 6,000 marketing professionals take MiniMBA courses every year and the platform has trained 40,000 delegates since inception. MiniMBA sells directly to marketers through its website, as well as to enterprise customers looking to upskill their teams including American Express, McDonald's, Google, British Airways, Nestle and Salesforce.
MiniMBA courses are taught by prize-winning business school professor Mark Ritson (ex-MIT Sloan, London Business School and University of Melbourne). Mark Ritson will continue to teach MiniMBA courses post-completion and has become a top 10 shareholder in Brave Bison as part of a substantial equity investment.
MiniMBA will form the cornerstone of a new skills and capabilities practice that will sit alongside, but operate independently from, Brave Bison's existing marketing and technology services operations. This new practice will allow Brave Bison to better service CMOs, cementing the Company as the marketing and technology partner-of-choice for future-focused brands.
In order to finance the acquisition, Brave Bison announced a £15.5m equity fundraising at an issue price of 49p per share, representing a 4% discount to the undisturbed share price. The fundraising was oversubscribed and was well supported by existing shareholders, new institutional investors and Mark Ritson, founder of MiniMBA, who has, together with future investment, committed £4.0m.
Outlook
Based on progress to date, 2025 looks to be a transformational year for Brave Bison. Our competitive position as a marketing and technology partner for global brands is stronger than ever, and pro-forma revenues have more than doubled as we enter new markets and double-down on our strongest business units.
The acquisition of MiniMBA represents our largest ever investment in growth and we look forward to updating shareholders on further progress.
On behalf of the Board
Oliver Green
Chairman
10 September 2024
BRAVE BISON GROUP PLC
CONDENSED CONSOLIDATED INCOME STATEMENT AND CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the six months ended 30 June 2025
|
|
|
(unaudited) |
(unaudited) |
(audited) |
|
|
|
6 months to |
6 months to |
Year to 31 |
|
|
Note |
30 June 2025 |
30 June 2024 |
December 2024 |
|
|
|
£000's |
£000's |
£000's |
|
|
|
|
|
|
|
Revenue |
3 |
17,799 |
15,582 |
32,828 |
|
|
|
|
|
|
|
Cost of sales |
|
(5,758) |
(5,459) |
(11,487) |
|
Gross profit |
|
12,041 |
10,123 |
21,341 |
|
|
|
|
|
|
|
Administration expenses |
|
(11,912) |
(8,979) |
(19,446) |
|
Operating (loss)/profit |
|
129 |
1,144 |
1,895 |
|
|
|
|
|
|
|
Finance income |
|
83 |
128 |
252 |
|
Finance costs |
|
(108) |
(96) |
(195) |
|
Profit(loss) before tax |
|
104 |
1,176 |
1,952 |
|
|
|
|
|
|
|
Analysed as |
|
|
|
|
|
Adjusted EBITDA |
|
2,250 |
2,127 |
4,491 |
|
Finance income |
|
83 |
128 |
252 |
|
Finance costs |
|
(108) |
(96) |
(195) |
|
Depreciation |
|
(366) |
(333) |
(644) |
|
Adjusted profit before tax |
|
1,859 |
1,826 |
3,904 |
|
Restructuring costs |
|
(511) |
(193) |
(927) |
|
Acquisition costs |
|
(991) |
(33) |
(255) |
|
Amortisation of acquired intangibles |
|
(188) |
(194) |
(387) |
|
Equity settled share based payments |
|
(65) |
(230) |
(383) |
|
Profit/(loss) before tax |
|
104 |
1,176 |
1,952 |
|
|
|
|
|
|
|
Income tax credit |
|
43 |
43 |
309 |
|
Profit/(loss) attributable to equity holders of the parent |
|
147 |
1,219 |
2,261 |
|
Statement of Comprehensive Income |
|
|
|
|
|
Profit/(loss) for the period/year |
|
147 |
1,219 |
2,261 |
|
Items that may be reclassified subsequently to profit or loss |
|
|
|
|
|
Exchange gain/(loss) on translation of foreign subsidiaries |
|
41 |
(9) |
(9) |
|
Total comprehensive profit/(loss) for the period/year attributable to owners of the parent |
|
188 |
1,210 |
2,252 |
|
Profit per share (basic and diluted) |
|
|
|
|
|
Basic profit/(loss) per ordinary share (pence) |
5 |
0.01p |
0.09p |
0.18p |
|
Diluted profit/(loss) per ordinary share (pence) |
5 |
0.01p |
0.09p |
0.16p |
|
Adjusted basic operating earnings per ordinary share (pence) |
5 |
0.14p |
0.14p |
0.30p |
|
Adjusted diluted operating earnings per ordinary share (pence) |
5 |
0.13p |
0.13p |
0.28p |
BRAVE BISON GROUP PLC
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 30 June 2025
|
|
|
(unaudited) |
(unaudited) |
(audited) |
|
|
Note |
At 30 June 2025 |
At 30 June 2024 |
At 31 December 2024 |
|
|
|
£000's |
£000's |
£000's |
|
|
|
|
|
|
|
Non-current assets |
|
|
|
|
|
Intangible assets |
6 |
21,396 |
12,467 |
12,274 |
|
Property, plant and equipment |
7 |
1,800 |
2,176 |
1,962 |
|
Deferred tax asset |
|
2,432 |
2,183 |
2,426 |
|
|
|
25,628 |
16,826 |
16,662 |
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
Trade and other receivables |
|
8,837 |
7,389 |
8,434 |
|
Cash and cash equivalents |
|
4,160 |
6,889 |
7,603 |
|
|
|
12,997 |
14,278 |
16,037 |
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
Trade and other payables |
|
(11,786) |
(8,333) |
(8,741) |
|
Contingent acquisition liabilities <1 year |
11 |
(227) |
- |
- |
|
Bank loans <1 year |
12 |
(182) |
(19) |
(19) |
|
Lease liabilities |
9 |
(342) |
(211) |
(249) |
|
|
|
(12,537) |
(8,563) |
(9,009) |
|
|
|
|
|
|
|
Non-current liabilities |
|
|
|
|
|
Lease liabilities |
9 |
(1,259) |
(1,605) |
(1,463) |
|
Deferred tax liability |
|
(599) |
(632) |
(596) |
|
Contingent acquisition liabilities >1 year |
11 |
(319) |
- |
- |
|
Bank loan >1 year |
12 |
(107) |
(110) |
(116) |
|
Other liabilities |
|
(67) |
- |
- |
|
Provisions for liabilities |
|
(14) |
(159) |
(224) |
|
|
|
(2,365) |
(2,506) |
(2,399) |
|
|
|
|
|
|
|
Net assets |
|
23,723 |
20,035 |
21,291 |
|
|
|
|
|
|
|
Equity |
|
|
|
|
|
Share capital |
8 |
1,334 |
1,288 |
1,292 |
|
Share premium |
|
971 |
89,095 |
- |
|
Capital redemption reserve |
|
- |
6,660 |
- |
|
Merger reserve |
|
(24,060) |
(24,060) |
(24,060) |
|
Merger relief reserve |
|
- |
62,624 |
- |
|
Distributable reserve |
|
158,169 |
- |
158,436 |
|
Retained deficit |
|
(112,888) |
(115,728) |
(114,533) |
|
Translation reserve |
|
197 |
156 |
156 |
|
Total equity |
|
23,723 |
20,035 |
21,291 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BRAVE BISON GROUP PLC
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
For the six months ended 30 June 2025
|
|
(unaudited) |
(unaudited) |
(audited) |
|
|
6 months to |
6 months to |
Year to 31 |
|
|
30 June 2025 |
30 June 2024 |
December 2024 |
|
|
£000's |
£000's |
£000's |
|
Operating activities |
|
|
|
|
Profit/(loss) before tax |
104 |
1,176 |
1,952 |
|
Adjustments: |
|
|
|
|
Depreciation, amortisation and impairment |
554 |
527 |
1,031 |
|
Finance income |
(83) |
(128) |
(252) |
|
Finance costs |
108 |
96 |
195 |
|
Share based payment charges |
65 |
230 |
383 |
|
(Increase)/decrease in trade and other receivables |
1,528 |
(866) |
(1,261) |
|
(Decrease)/increase in trade and other payables |
(4,038) |
(885) |
(418) |
|
Tax (paid)/received |
30 |
- |
(7) |
|
Cash inflow/(outflow) from operating activities |
(1,732) |
150 |
1,623 |
|
|
|
|
|
|
Investing activities |
|
|
|
|
Acquisition of subsidiaries |
(1,940) |
- |
- |
|
Net cash acquired on acquisition |
39 |
- |
- |
|
Loan granted on acquisition exchange |
650 |
- |
(650) |
|
Purchase of property, plant and equipment |
(67) |
(70) |
(167) |
|
Interest received |
83 |
128 |
252 |
|
Cash inflow/(outflow) from investing activities |
(1,235) |
58 |
(565) |
|
|
|
|
|
|
Cash flows from financing activities |
|
|
|
|
Issue of share capital |
21 |
- |
61 |
|
Interest paid |
(108) |
(96) |
(195) |
|
Dividends paid |
(267) |
- |
- |
|
Repayment of borrowings |
(53) |
(24) |
(18) |
|
Repayment of lease liability |
(111) |
(110) |
(214) |
|
Cash (outflow)/inflow from financing activities |
(518) |
(230) |
(366) |
|
|
|
|
|
|
Net change in cash and cash equivalents |
(3,484) |
(22) |
692 |
|
|
|
|
|
|
Movement in net cash |
|
|
|
|
Cash and cash equivalents, beginning of period |
7,603 |
6,920 |
6,920 |
|
(Decrease)/increase in cash and cash equivalents |
(3,484) |
(22) |
692 |
|
Movement in foreign exchange |
41 |
(9) |
(9) |
|
Cash and cash equivalents, end of period |
4,160 |
6,889 |
7,603 |
BRAVE BISON GROUP PLC
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the six months ended 30 June 2025
|
|
Share Capital |
Share premium |
Capital redemption Reserve |
Merger Reserve |
Merger relief Reserve |
Translation Reserve |
Distributable Reserves |
Retained deficit |
Total equity |
|
|
£000's |
£000's |
£000's |
£000's |
£000's |
£000's |
£000's |
£000's |
£000's |
|
At 1 January 2024 (audited) |
1,288 |
89,095 |
6,660 |
(24,060) |
62,624 |
165 |
- |
(117,177) |
18,595 |
|
Shares issued during the period |
- |
- |
- |
- |
- |
- |
- |
- |
- |
|
Equity settled share based payments |
- |
- |
- |
- |
- |
- |
- |
230 |
230 |
|
Transactions with owners |
- |
- |
- |
- |
- |
- |
- |
230 |
230 |
|
Other Comprehensive Income |
|
|
|
|
|
|
|
|
|
|
Profit and total comprehensive income for the period |
- |
- |
- |
- |
- |
(9) |
- |
1,219 |
1,210 |
|
At 30 June 2024 (unaudited) |
1,288 |
89,095 |
6,660 |
(24,060) |
62,624 |
156 |
- |
(115,728) |
20,035 |
|
At 1 January 2024 (audited) |
1,288 |
89,095 |
6,660 |
(24,060) |
62,624 |
165 |
- |
(117,177) |
18,595 |
|
Shares issued during the year |
4 |
57 |
- |
- |
- |
- |
- |
- |
61 |
|
Equity settled share based payments |
- |
- |
- |
- |
- |
- |
- |
383 |
383 |
|
Capital Restructure |
- |
(89,152) |
(6,660) |
- |
(62,624) |
- |
158,436 |
- |
- |
|
Transactions with owners |
4 |
(89,095) |
(6,660) |
- |
(62,624) |
- |
158,436 |
383 |
444 |
|
Other Comprehensive Income |
|
|
|
|
|
|
|
|
|
|
Profit and total comprehensive income for the period |
- |
- |
- |
- |
- |
(9) |
- |
2,261 |
2,252 |
|
At 31 December 2024 (audited) |
1,292 |
- |
- |
(24,060) |
- |
156 |
158,436 |
(114,533) |
21,291 |
|
At 1 January 2025 (audited) |
1,292 |
- |
- |
(24,060) |
- |
156 |
158,436 |
(114,533) |
21,291 |
|
Shares issued during the period |
42 |
971 |
- |
- |
- |
- |
- |
- |
1,013 |
|
Equity settled share based payments |
- |
- |
- |
- |
- |
- |
- |
65 |
65 |
|
Equity capital contribution |
- |
- |
- |
- |
- |
- |
- |
1,433 |
1,433 |
|
Dividends |
- |
- |
- |
- |
- |
- |
(267) |
- |
(267) |
|
Transactions with owners |
42 |
971 |
- |
- |
- |
- |
(267) |
1,498 |
2,244 |
|
Other Comprehensive Income |
|
|
|
|
|
|
|
|
|
|
Profit and total comprehensive income for the period |
- |
- |
- |
- |
- |
41 |
|
147 |
188 |
|
At 30 June 2025 (unaudited) |
1,334 |
971 |
- |
(24,060) |
- |
197 |
158,169 |
(112,888) |
23,723 |
BRAVE BISON GROUP PLC
NOTES TO THE UNAUDITED INTERIM FINANCIAL STATEMENTS
For the six months ended 30 June 2025
1 General information
The information for the year ended 31 December 2024 does not constitute statutory accounts as defined in section 435 of the Companies Act 2006. A copy of the statutory accounts has been delivered to the Registrar of Companies. The auditors reported on those accounts: their report was unqualified, did not draw attention to any matters by way of emphasis and did not contain a statement under section 498 (2) or (3) of the Companies Act 2006. The interim financial statements have not been audited or reviewed by the Group's auditor.
2 Accounting policies
Basis of preparation
The annual financial statements of Brave Bison Group plc are prepared in accordance with IFRS as adopted by the European Union. The condensed set of financial statements included in this half yearly report has been prepared in accordance with International Accounting Standard 34 "Interim Financial Reporting", as adopted by the European Union.
The interim statement has been prepared on a going concern basis, which assumes that the Group will be able to meet its liabilities for the foreseeable future. The Group is dependent for its working capital requirements on cash generated from operations, cash holdings and from equity markets. The cash holdings of the Group at 30 June 2025 were £4.2 million.
The Directors have prepared detailed cash flow projections ("the Projections") which are based on their current expectations of trading prospects. The board forecasts that the Group will achieve positive cash inflows in the second half of 2025 and 2026. Accordingly, the Directors have concluded that it is appropriate to continue to adopt the going concern basis in preparing these financial statements. The Directors are confident that the Group's forecasts are achievable and are committed to taking any actions available to them to ensure that any shortfall in forecast revenues is mitigated by cost savings.
The Directors also continue to maintain rolling forecasts which are regularly updated.
Significant accounting policies
The accounting policies applied by the Group in this condensed set of consolidated financial statements are the same as those applied by the Group in its consolidated financial statements as at and for the year ended 31 December 2024.
Other pronouncements
Other accounting pronouncements which have become effective from 1 January 2025 and therefore have been adopted do not have a significant impact on the Group's financial results or position.
3 Segment reporting
The Group has identified two geographic areas (United Kingdom & Europe and Rest of the world) and the information is presented based on the customers' location.
Geographic reporting
The information is presented based on the customers' location.
|
|
|
|
|
(audited) |
|
|
|
(unaudited) |
(unaudited) |
12 months |
|
|
|
6 months ended June 2025 |
6 months ended June 2024 |
ended 31 December 2024 |
|
|
|
£000's |
£000's |
£000's |
|
|
|
|
|
|
|
United Kingdom & Europe |
|
15,179 |
14,141 |
29,862 |
|
Rest of the World |
|
2,620 |
1,441 |
2,966 |
|
Total Revenue |
|
17,799 |
15,582 |
32,828 |
|
|
|
|
|
|
The Group identifies two revenue streams, Media and Technology and Content. The analysis of revenue by each stream is detailed below.
|
|
|
|
|
(audited) |
|
|
|
(unaudited) |
(unaudited) |
12 months |
|
|
|
6 months ended June 2025 |
6 months ended June 2024 |
ended 31 December 2024 |
|
Revenue |
|
£000's |
£000's |
£000's |
|
|
|
|
|
|
|
Media and Technology |
|
8,595 |
6,423 |
12,623 |
|
Content |
|
9,204 |
9,159 |
20,205 |
|
Total revenue |
|
17,799 |
15,582 |
32,828 |
|
|
|
|
|
(audited) |
|
|
|
(unaudited) |
(unaudited) |
12 months |
|
|
|
6 months ended June 2025 |
6 months ended June 2024 |
ended 31 December 2024 |
|
Gross profit |
|
£000's |
£000's |
£000's |
|
|
|
|
|
|
|
Media and Technology |
|
6,534 |
5,312 |
10,331 |
|
Content |
|
5,507 |
4,811 |
11,010 |
|
Total gross profit |
|
12,041 |
10,123 |
21,341 |
Timing of revenue recognition
The following table includes revenue from contracts disaggregated by the timing of recognition.
|
|
|
|
|
(audited) |
|
|
|
(unaudited) |
(unaudited) |
12 months |
|
|
|
6 months ended June 2025 |
6 months ended June 2024 |
ended 31 December 2024 |
|
|
|
£000's |
£000's |
£000's |
|
|
|
|
|
|
|
Products and services transferred at a point in time |
|
4,844 |
4,333 |
8,659 |
|
Products and services transferred over time |
|
12,955 |
11,249 |
24,170 |
|
Total revenue |
|
17,799 |
15,582 |
32,828 |
4 Restructuring
|
|
|
|
|
(audited) |
|
|
|
(unaudited) |
(unaudited) |
12 months |
|
|
|
6 months ended June 2025 |
6 months ended June 2024 |
ended 31 December 2024 |
|
|
|
£000's |
£000's |
£000's |
|
|
|
|
|
|
|
Restructuring costs |
|
511 |
193 |
927 |
Restructuring costs in 2024 relate to termination payments and legal costs for the closure of our US office, unused property leases acquired with SocialChain, duplicated IT contracts now replaced, restructuring costs in relation to our Commerce division, corporate reorganisation costs and professional fees associated with reduction in capital. Restructuring costs in 2025 relate to unused property leases acquired with Builtvisible, duplicate IT contracts now replaced, and termination payments in relation to staff restructuring as a result of the recent acquisitions.
5 Earnings per share
Both the basic and diluted earnings per share have been calculated using the profit after tax attributable to shareholders of Brave Bison Group plc as the numerator, i.e. no adjustments to profits were necessary in 2024 or 2025. The calculation of the basic earnings per share is based on the profit attributable to ordinary shareholders divided by the weighted average number of shares in issue during the year.
|
|
|
|
(audited) |
|
|
(unaudited) |
(unaudited) |
12 months |
|
|
6 months ended June 2025 |
6 months ended June 2024 |
ended 31 December 2024 |
|
|
|
|
|
|
Weighted average number of ordinary shares |
1,304,201,958 |
1,288,147,280 |
1,289,619,958 |
|
Dilution due to share options |
103,595,276 |
91,483,392 |
81,300,060 |
|
Total weighted average number of ordinary shares |
1,407,797,234 |
1,379,630,672 |
1,370,920,018 |
|
|
|
|
|
|
Basic profit/(loss) per ordinary share (pence) |
0.01p |
0.09p |
0.18p |
|
Diluted profit/(loss) per ordinary share (pence) |
0.01p |
0.09p |
0.16p |
|
Adjusted basic profit per ordinary share (pence) |
0.14p |
0.14p |
0.30p |
|
Adjusted diluted profit per ordinary share (pence) |
0.13p |
0.13p |
0.28p |
|
|
|
|
|
|
|
|
|
(audited) |
|
|
(unaudited) |
(unaudited) |
12 months |
|
|
6 months ended June 2025 |
6 months ended June 2024 |
ended 31 December 2024 |
|
|
£000's |
£000's |
£000's |
|
|
|
|
|
|
|
|
|
|
|
Profit/(loss) for the year attributable to ordinary shareholders |
147 |
1,219 |
2,261 |
|
|
|
|
|
|
Equity settled share based payments |
65 |
230 |
383 |
|
Restructuring costs |
511 |
193 |
927 |
|
Acquisition costs |
991 |
33 |
255 |
|
Impairment charge |
- |
- |
- |
|
Amortisation of acquired intangibles |
188 |
194 |
387 |
|
Tax credit |
(43) |
(43) |
(309) |
|
Adjusted operating profit for the period attributable to the equity shareholders |
1,859 |
1,826 |
3,904 |
|
|
|
|
|
6 Intangible Assets
|
|
|
Goodwill |
Online Channel Content |
Technology |
Brands |
Customer Relation-ships |
Total |
|
|
|
£000's |
£000's |
£000's |
£000's |
£000's |
£000's |
|
Cost |
|
|
|
|
|
|
|
|
At 30 June 2024 |
|
45,177 |
2,034 |
5,213 |
1,119 |
22,020 |
75,563 |
|
Additions |
|
- |
- |
- |
- |
- |
- |
|
Reallocation of Goodwill |
|
- |
- |
- |
- |
- |
- |
|
At 31 December 2024 |
|
45,177 |
2,034 |
5,213 |
1,119 |
22,020 |
75,563 |
|
|
|
|
|
|
|
|
|
|
Additions |
|
9,310 |
- |
- |
- |
- |
9,310 |
|
At 30 June 2025 |
|
54,487 |
2,034 |
5,213 |
1,119 |
22,020 |
84,873 |
|
|
|
|
|
|
|
|
|
|
Amortisation and impairment |
|
|
|
|
|
||
|
|
|
|
|
|
|
||
|
At 30 June 2024 |
|
35,075 |
2,008 |
5,213 |
858 |
19,942 |
63,096 |
|
Charge for the period |
|
- |
16 |
- |
37 |
140 |
193 |
|
Impairment charge |
|
- |
- |
- |
- |
- |
- |
|
|
|
|
|
|
|
|
|
|
At 31 December 2024 |
|
35,075 |
2,024 |
5,213 |
895 |
20,082 |
63,289 |
|
|
|
|
|
|
|
|
|
|
Charge for the period |
|
- |
10 |
- |
37 |
141 |
188 |
|
At 30 June 2025 |
|
35,075 |
2,008 |
5,213 |
858 |
19,942 |
63,096 |
|
|
|
|
|
|
|
|
|
|
Net Book Value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 30 June 2024 |
|
10,102 |
26 |
- |
261 |
2,078 |
12,467 |
|
|
|
|
|
|
|
|
|
|
At 31 December 2024 |
|
10,102 |
10 |
- |
224 |
1,938 |
12,274 |
|
|
|
|
|
|
|
|
|
|
At 30 June 2025 |
|
19,412 |
- |
- |
187 |
1,797 |
21,396 |
|
|
|
|
|
|
|
|
|
7 Property, plant and equipment
|
|
Right of Use asset |
Leasehold Improvement |
Computer Equipment |
Fixtures & Fittings |
Total |
|
|
£000's |
£000's |
£000's |
£000's |
£000's |
|
Cost |
|
|
|
|
|
|
At 30 June 2024 |
1,900 |
356 |
452 |
31 |
2,739 |
|
Additions |
- |
50 |
47 |
- |
97 |
|
At 31 December 2024 |
1,900 |
406 |
499 |
31 |
2,836 |
|
|
|
|
|
|
|
|
Additions |
- |
2 |
65 |
- |
67 |
|
Acquisition of subsidiary |
- |
- |
120 |
17 |
137 |
|
At 30 June 2025 |
1,900 |
408 |
684 |
48 |
3,040 |
|
|
|
|
|
|
|
|
Depreciation and impairment |
|
|
|
|
|
|
At 30 June 2024 |
213 |
101 |
233 |
16 |
563 |
|
Charge for the period |
200 |
44 |
62 |
5 |
311 |
|
At 31 December 2024 |
413 |
145 |
295 |
21 |
874 |
|
|
|
|
|
|
|
|
Charge for the period |
199 |
62 |
95 |
10 |
366 |
|
At 30 June 2025 |
612 |
207 |
390 |
31 |
1,240 |
|
|
|
|
|
|
|
|
Net Book Value |
|
|
|
|
|
|
At 30 June 2024 |
1,687 |
255 |
219 |
15 |
2,176 |
|
|
|
|
|
|
|
|
At 31 December 2024 |
1,487 |
261 |
204 |
10 |
1,962 |
|
|
|
|
|
|
|
|
At 30 June 2025 |
1,288 |
201 |
294 |
17 |
1,800 |
Included in the net carrying amount of property, plant and equipment are right-of-use assets as follows:
|
|
|
|
(audited) |
|
|
(unaudited) |
(unaudited) |
12 months |
|
|
6 months ended June 2025 |
6 months ended June 2024 |
ended 31 December 2024 |
|
|
£000's |
£000's |
£000's |
|
|
|
|
|
|
Right-of-use-asset |
1,288 |
1,687 |
1,487 |
|
Total right-of-use asset |
1,288 |
1,687 |
1,487 |
8 Share capital
|
Ordinary share capital |
|
At 30 June 2025 |
|
|
|
|
Number |
£000's |
|
|
|
|
|
|
Ordinary shares of £0.001 |
1,333,585,397 |
1,334 |
|
|
|
|
|
|
|
Total ordinary share capital of the Company |
|
1,334 |
|
|
|
|
|
|
Rights attributable to ordinary shares
The holders of ordinary shares are entitled to receive notice of and attend and vote at any general meeting of the Company.
9 Leases
Lease liabilities are presented in the statement of financial position as follows:
|
|
|
(unaudited) |
(unaudited) |
(audited) |
|
|
|
At 30 June 2025 |
At 30 June 2024 |
At 31 December 2024 |
|
|
|
£000's |
£000's |
£000's |
|
|
|
|
|
|
|
Current |
|
343 |
211 |
249 |
|
Non-current |
|
1,259 |
1,605 |
1,463 |
|
|
|
1,602 |
1,816 |
1,712 |
With the exception of short-term leases and leases of low-value underlying assets, each lease is reflected on the balance sheet as a right-of-use asset and a corresponding lease liability.
The table below describes the nature of the Group's leasing activities by type of right-of-use asset recognised on the statement of financial position:
|
|
No. of right-of-use assets leased |
Range of remaining term |
Average remaining lease term |
No. of leases with extension options |
No. of leases with termination options |
|
Office building |
3 |
1 - 4.5 years |
2.25 years |
- |
- |
The lease liabilities are secured by the related underlying assets. Future minimum lease payments at 30 June 2025 were as follows:
|
|
|
Within one year |
One to five years |
Total |
|
|
|
£000's |
£000's |
£000's |
|
Lease payments |
|
476 |
1,458 |
1,934 |
|
Finance charges |
|
(133) |
(325) |
(458) |
|
Net present values |
|
343 |
1,133 |
1,476 |
The Group does not have any liabilities for short term leases.
At 30 June 2025 the Group had not committed to any leases which had not yet commenced excluding those recognised as a lease liability.
10 Financial Instruments
|
|
(unaudited) |
(unaudited) |
(audited) |
|
Categories of financial instruments |
As at 30 June 2025 |
As at 30 June 2024 |
As at 31 December 2024 |
|
|
£000's |
£000's |
£000's |
|
Financial assets at amortised cost |
|
|
|
|
Trade and other receivables |
9,958 |
5,975 |
9,473 |
|
Cash and bank balances |
4,160 |
6,889 |
7,603 |
|
|
13,918 |
12,864 |
17,076 |
|
|
|
|
|
|
Financial liabilities at amortised cost |
|
|
|
|
Trade and other payables |
10,923 |
6,588 |
8,146 |
|
Lease liabilities |
1,601 |
1,816 |
1,712 |
|
Bank Loans |
289 |
129 |
135 |
|
|
12,813 |
8,533 |
9,993 |
Brave Bison categorises all financial assets and liabilities as level 1 for fair value purposes which means they are valued using quoted prices (unadjusted) in active markets for identical assets or liabilities.
11 Contingent Acquisition Liabilities
The terms of an acquisition may provide that the value of the purchase consideration, which may be payable in cash or shares or other securities at a future date, depends on uncertain future events such as the future performance of the acquired company. The Directors estimate that the liability for payments that may be due is as follows:
|
|
|
|
|
(audited) |
|
|
|
(unaudited) |
(unaudited) |
12 months |
|
|
|
6 months ended June 2025 |
6 months ended June 2024 |
ended 31 December 2024 |
|
|
|
|
|
|
|
|
|
£000's |
£000's |
£000's |
|
Acquisition obligations <1 year |
|
227 |
- |
- |
|
Acquisition obligations >1 year |
|
319 |
- |
- |
|
|
|
546 |
- |
- |
12 Bank Loans
|
|
|
|
|
(audited) |
|
|
|
(unaudited) |
(unaudited) |
12 months |
|
|
|
6 months ended June 2025 |
6 months ended June 2024 |
ended 31 December 2024 |
|
|
|
£000's |
£000's |
£000's |
|
|
|
|
|
|
|
Loan <1 year |
|
182 |
19 |
19 |
|
Loan >1 year |
|
107 |
110 |
116 |
|
|
|
289 |
129 |
135 |
The Group's previous £3m RCF with an interest margin of 2.75% over Base Rate has been replaced by a £10m RCF with an interest margin of between 1.75% and 1.85% over Base Rate, depending on the leverage ratio. The RCF has a 3 year term, however the amount of the facility will reduce to £5m after the first year. The facility remains undrawn at the period end. The Group has a Bounce Back Loan Agreement which is due to be fully repaid in 2026. The repayment amount and timing of each instalment is based on a fixed interest rate of 2.5% payable on the outstanding principal amount of the loan and applicable until the final repayment date. This loan is unsecured. The Group also has a U.S. Small Business Administration loan which was acquired as part of the SocialChain acquisition which is due to be fully repaid in 2050. The repayment amount and timing of each instalment was based on a fixed interest rate of 3.75% per annum payable on the outstanding principal amount of the loan and applicable until the final repayment date. The Group also has a Coronavirus Business Interruption Loan ("CBIL") which was acquired as part of the Builtvisible acquisition which is due to be fully repaid in 2026. The repayment amount and timing of each instalment is based on a fixed interest rate of 4.35% per annum payable on the outstanding principal amount of the loan and applicable until the final repayment date.
13 Transactions with Directors and other related parties
Oliver Green and Theodore Green are directors and shareholders in Tangent Marketing Services Limited and directors of The Printed Group Limited.
Tangent Marketing Services and The Printed Group both rent office space from Brave Bison at its London headquarters.
Tangent Marketing Services pays Brave Bison a salary recharge for certain employees in the HR, IT and facilities departments.
The Printed Group is a client of Brave Bison, whereby Brave Bison provides search engine optimisation services to The Printed Group.
All related party transactions are undertaken on an arms-length basis and are approved beforehand by the Group's independent directors. A copy of the Group's related party policy is available at bravebison.com/investors.
Transactions with associates and related parties during the period were:
|
|
|
|
(audited) |
|
|
(unaudited) |
(unaudited) |
12 months |
|
|
6 months ended June 2025 |
6 months ended June 2024 |
ended 31 December 2024 |
|
|
£000's |
£000's |
£000's |
|
Amounts charged to Tangent Marketing Services Limited by Brave Bison |
|
|
|
|
|
|
|
|
|
Recharge for HR related salary |
21 |
18 |
35 |
|
Recharge for IT related salary |
- |
9 |
9 |
|
Recharge for facility staff salary |
4 |
5 |
10 |
|
Recharge for other expenses |
- |
1 |
1 |
|
Charge for marketing related costs |
- |
8 |
8 |
|
Charge for property related costs |
38 |
38 |
77 |
|
Charge for client related work |
10 |
3 |
58 |
|
Charge for IT related costs |
- |
- |
- |
|
Recharge of other staff costs |
- |
- |
- |
|
|
73 |
82 |
198 |
|
|
|
|
|
|
Amounts charged to Brave Bison by Tangent Marketing Services Limited |
|
|
|
|
Charge for client related work |
15 |
- |
- |
|
|
15 |
- |
- |
|
|
|
|
|
|
Amounts charged to The Printed Group Limited by Brave Bison |
|
|
|
|
Charge for property related costs |
19 |
19 |
38 |
|
Charge for client related work |
10 |
52 |
66 |
|
|
29 |
71 |
104 |
|
|
|
|
|
|
|
(unaudited) |
(unaudited) |
(audited) |
|
|
6 months to |
6 months to |
Year to 31 |
|
|
30 June 2025 |
30 June 2024 |
December 2024 |
|
|
£000's |
£000's |
£000's |
|
|
|
|
|
|
Amounts owed to Tangent Marketing Services Limited |
18 |
- |
- |
|
Amounts owed by Tangent Marketing Services Limited |
12 |
24 |
89 |
|
Amounts owed by The Printed Group Limited |
3 |
9 |
1 |
14 Acquisitions
On 3 January 2025, the Company acquired the entire issued share capital of Engage Digital Partners Limited ("Engage"). The consideration was financed by existing cash balances. Engage is a global sports marketing company that works with the world's largest sports brands and federations including Formula 1, ICC, Real Madrid and New Zealand Rugby.
The provisional fair value of the assets acquired and liabilities assumed were as follows:
|
|
Book value |
Fair value adjustments |
Fair value |
|
|
|
|
|
|
|
|
|
|
|
|
£000's |
£000's |
£000's |
|
Goodwill |
3,420 |
- |
3,420 |
|
Tangible Assets |
106 |
- |
106 |
|
Trade and other receivables |
1,372 |
- |
1,372 |
|
Cash and cash equivalents |
465 |
- |
465 |
|
Current Liabilities |
(4,510) |
- |
(4,510) |
|
Non-current liabilities |
(192) |
- |
(192) |
|
Deferred tax |
(29) |
- |
(29) |
|
|
632 |
- |
632 |
The consideration for the acquisition is as follows:
|
|
£000's |
|
|
|
|
Initial cash consideration |
44 |
|
Equity consideration |
588 |
|
Deferred contingent cash consideration |
- |
|
|
632 |
The company acquired the entire issued share capital of Engage for an initial cash payment of £0.04m, contingent equity consideration of up to £2m and deferred contingent cash consideration of up to £6.5m over 3 years subject to performance conditions.
The fair value of the financial assets includes trade and other receivables with a fair value of £1.4 million and a gross contractual value of £1.4 million. The best estimate at acquisition date of the contractual cash flows not to be collected is £0.0 million. The goodwill represents the acquired accumulated workforce and the synergies expected from integrating Engage into the Group's existing business. The Group has carried out an interim fair value adjustment exercise and will be completing a full exercise within the one year measurement period from the date of the acquisition in accordance with IFRS3, and alongside the completion of the integration. At the interim valuation stage the Group has not been able to reliably estimate the fair value of acquired intangibles and therefore the excess of consideration over fair value of other identifiable assets and liabilities has been allocated to goodwill. Once the full valuation exercise has been completed additional intangible assets may be recognised separately from goodwill.
Engage contributed £2.6 million revenue and £0.0 million to the Group's profit for the period between the date of acquisition and the reporting date.
On 26 March 2025, the Company acquired the entire issued share capital of Builtvisible Holdings Limited ("Builtvisible"). The consideration was financed by existing cash balances. Builtvisible was established in 2009 and has grown into a leading performance marketing agency specialising in organic performance strategies through the use of search engine optimisation to drive outcomes for clients including Aviva, Avis, Icelandair, Specsavers and Very Group.
The provisional fair value of the assets acquired and liabilities assumed were as follows:
|
|
Book value |
Fair value adjustments |
Fair value |
|
|
|
|
|
|
|
|
|
|
|
|
£000's |
£000's |
£000's |
|
Goodwill |
3,643 |
- |
3,643 |
|
Tangible Assets |
32 |
- |
32 |
|
Trade and other receivables |
463 |
- |
463 |
|
Cash and cash equivalents |
225 |
- |
225 |
|
Current Liabilities |
(785) |
- |
(785) |
|
Non-current liabilities |
(207) |
- |
(207) |
|
Deferred tax |
(10) |
- |
(10) |
|
|
3,359 |
- |
3,359 |
The consideration for the acquisition is as follows:
|
|
£000's |
|
|
|
|
Initial cash consideration |
1,512 |
|
Deferred guaranteed cash consideration |
1,009 |
|
Deferred contingent cash consideration |
461 |
|
Equity consideration |
256 |
|
Completion accounts adjustment |
121 |
|
|
3,359 |
The company acquired the entire issued share capital of Builtvisible for an initial cash consideration of £1.5 million, deferred cash consideration of £1m payable over 18 months, deferred contingent cash consideration of up to £0.5m payable over 2 years, and contingent equity consideration of up to approximately £0.5m based on the share price at the date of acquisition.
The fair value of the financial assets includes trade and other receivables with a fair value of £0.5 million and a gross contractual value of £0.5 million. The best estimate at acquisition date of the contractual cash flows not to be collected is £0.0 million. The goodwill represents the acquired accumulated workforce and the synergies expected from integrating Builtvisible into the Group's existing business. The Group has carried out an interim fair value adjustment exercise and will be completing a full exercise within the one year measurement period from the date of the acquisition in accordance with IFRS3, and alongside the completion of the integration. At the interim valuation stage the Group has not been able to reliably estimate the fair value of acquired intangibles and therefore the excess of consideration over fair value of other identifiable assets and liabilities has been allocated to goodwill. Once the full valuation exercise has been completed additional intangible assets may be recognised separately from goodwill.
Builtvisible contributed £1.1 million revenue and £0.2 million to the Group's profit for the period between the date of acquisition and the reporting date.
On 8 May 2025, the Company acquired the entire issued share capital of The Fifth Limited ("The Fifth"). The consideration was financed by existing cash balances. The Fifth is an award-winning influencer marketing agency, previously owned by News UK. It was founded in 2019 and delivers influencer marketing, social strategy, and end-to-end creator-led campaigns for brands including YouTube, Disney+, UKTV, FOX Entertainment, The Times, and Samsung TV.
The provisional fair value of the assets acquired and liabilities assumed were as follows:
|
|
Book value |
Fair value adjustments |
Fair value |
|
|
|
|
|
|
|
|
|
|
|
|
£000's |
£000's |
£000's |
|
Goodwill |
1,660 |
- |
1,660 |
|
Tangible Assets |
- |
- |
- |
|
Trade and other receivables |
96 |
- |
96 |
|
Cash and cash equivalents |
- |
- |
- |
|
Current Liabilities |
(446) |
- |
(446) |
|
Non-current liabilities |
- |
- |
- |
|
Deferred tax |
- |
- |
- |
|
|
1,310 |
- |
1,310 |
The consideration for the acquisition is as follows:
|
|
£000's |
|
|
|
|
Initial cash consideration |
225 |
|
Equity consideration |
1,000 |
|
Deferred contingent cash consideration |
85 |
|
|
1,310 |
The company acquired the entire issued share capital of The Fifth for an initial cash consideration of £0.2 million, equity consideration of £1m and a deferred contingent cash consideration of up to £6m based on profits generated over the next three years.
The condensed consolidated Statement of Comprehensive Income includes £0.04 million of acquisition costs.
The fair value of the financial assets includes trade and other receivables with a fair value of £0.1 million and a gross contractual value of £0.1 million. The best estimate at acquisition date of the contractual cash flows not to be collected is £0.0 million. The goodwill represents the acquired accumulated workforce and the synergies expected from integrating The Fifth into the Group's existing business. The Group has carried out an interim fair value adjustment exercise and will be completing a full exercise within the one year measurement period from the date of the acquisition in accordance with IFRS3, and alongside the completion of the integration. At the interim valuation stage the Group has not been able to reliably estimate the fair value of acquired intangibles and therefore the excess of consideration over fair value of other identifiable assets and liabilities has been allocated to goodwill. Once the full valuation exercise has been completed additional intangible assets may be recognised separately from goodwill.
The Fifth contributed £0.8 million revenue and £0.03 million to the Group's profit for the period between the date of acquisition and the reporting date.
The condensed consolidated Statement of Comprehensive Income includes £1.0m of acquisition costs
15 Post Balance Sheet Events
On 18th July 2025, the Company acquired the entire issued share capital of The Mini Training Company Limited ("MiniMBA"). The consideration was funded by drawing down £6 million from the £10 million revolving credit facility with Barclays, alongside a raise of £13.5 million by way of an oversubscribed placing and subscription. MiniMBA is a marketing skills and training platform that provides MBA-level education through an online learning portal. MiniMBA sells directly to marketers through its website, as well as to enterprise customers looking to upskill their teams including American Express, McDonald's, Google, British Airways, Nestle and Salesforce.
The provisional fair value of the assets acquired and liabilities assumed were as follows:
|
|
Book value |
Fair value adjustments |
Fair value |
|
|
|
|
|
|
|
|
|
|
|
|
£000's |
£000's |
£000's |
|
Goodwill |
18,202 |
- |
18,202 |
|
Intangible Assets |
753 |
- |
753 |
|
Trade and other receivables |
146 |
- |
146 |
|
Cash and cash equivalents |
1,387 |
- |
1,387 |
|
Current Liabilities |
(2,255) |
- |
(2,255) |
|
Non-current liabilities |
- |
- |
- |
|
Deferred tax |
- |
- |
- |
|
|
18,233 |
- |
18,233 |
It is noted however that the completion balance sheet has not yet been prepared and agreed so these numbers are expected to be amended once that process is completed. At this stage the Group has not been able to reliably estimate the fair value of acquired intangibles, and therefore the excess of consideration over fair value of other identifiable assets and liabilities has been allocated to goodwill. Once the full valuation exercise has been completed additional intangible assets may be recognised separately from goodwill.
The consideration for the acquisition is as follows:
|
|
£000's |
|
|
|
|
Initial cash consideration |
18,233 |
|
|
18,233 |
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