Promethean PLC
19 March 2008
Promethean PLC
Interim Results for the 6 months ended 31 December 2007
Promethean plc ('Promethean', the 'Company' or the 'Group') today announces its
interim results for the six months ended 31 December 2007.
Financial Highlights:
- Pro-forma net assets as at 31 December 2007 were £72.9 million (146 pence
per share)
- The portfolio has performed well and pro-forma net assets have increased
26.6% over the past 12 months
- During the period Promethean invested a total of £8.2m in three portfolio
investments and realised its investment in DLG delivering an IRR of 102%
and multiple of 2.9 times cost
Further enquiries: Telephone
Promethean plc +44 207 479 7660
Sir Peter Burt
Promethean Investments LLP +44 207 479 7664
Michael Biddulph
Collins Stewart Europe Limited +44 20 7107 8350
Hugh Field
Notes to Editors:
Promethean Investments LLP (www.prometheaninvestments.com)
Promethean plc is the sole investor in Promethean Investments Fund LP which is
managed by Promethean Investments LLP. Promethean Investments LLP is a
specialist fund manager that focuses on activist private equity investing in
both quoted and private UK and Indian businesses. Promethean Investments LLP has
over £120 million of assets currently under management primarily in two separate
funds, namely:
- Promethean Investments LP, through which Promethean PLC invests; and
- Promethean India LP, an India-focussed fund.
Chairman's Statement
Introduction
The storm clouds which were lowering ominously in October at the time of our
2007 Annual Report duly arrived. Both the economic and the financial outlook
have worsened. Against that background, I am pleased to be able to say that your
Company has continued to make solid progress. Although Promethean's pro forma
Net Asset Value ('NAV') did not increase during the period, this does not
reflect the successful sale of DLG which took place in October 2007 as the
ultimate sale value of DLG has been reflected in the pro-forma NAV as at 30 June
2007. The sale of DLG gave us an IRR of 102% and a gross money multiple return
of 2.9 times cost. Over the 12 months to December 2007, Promethean's pro-forma
NAV per share rose by 26.6% from 115 pence per share to 146 pence per share. The
Company's share price during the period has held up relatively well despite the
effects of the credit squeeze on the wider stockmarket.
During the six months to December 2007, we invested a further £8.2 million.
Details of all our current investments are given in the Investment Manager's
Review below. To date, the majority of our investments are performing
satisfactorily, although we have decided to partially provide against two of our
investments.
Our parallel company, Promethean India plc, got off to a good start. Your
Company has no financial investment in Promethean India, which has its own
investment team in India. However, Promethean plc does provide certain
administrative and support services to Promethean India. In return, Promethean
plc receives a 30% (6/20) share of any future carried interest earned by the
management of Promethean India as well as our Manager (Promethean Investments
LLP) receiving a small management fee.
Having made a solid start with our first fund, Promethean Investments Fund LP,
the Investment Manager recently embarked on a fund raising programme for a
second UK focussed fund. They hope to raise £150 million in a conventional
limited partnership structure. The Company has agreed to act as the lead
investor, providing between £25 million to £70 million depending on the level
and speed of realisations from our existing investments. The credit crunch and
the consequent loss of confidence in the market have made fundraising more
difficult. However there still appears to be plenty of liquidity around and it
is undoubtedly true that often the best time to invest is when the markets are
depressed. There is always a silver lining even if sometimes one has to look
very hard to see it.
I remain grateful to our shareholders who have been very supportive of our
efforts to date. This was reflected at the AGM last year where we sought
approval for the reinvestment of capital gains realised on or before 31 December
2008. I am happy to report that these proposals were duly approved. Finally, my
thanks go to all my colleagues at Promethean, both on the Board and within the
Manager for all their hard work and effort. The achievements made to date have
been significant.
Sir Peter Burt
Chairman
19 March 2008
Investment Manager's Review
Overview
At 31 December 2007 the Company had pro-forma net assets of £72.9 million
equivalent to 146 pence per share (31 December 2006: £57.6 million equivalent to
115p per share) and had a portfolio of seven investments. However, during the
six month period, there was no significant movement in Promethean's NAV as the
sale value of DLG was reflected in the NAV reported at the last balance sheet
date (30 June 2007). The increase in pro forma NAV over the 12 month period to
31 December 2007 was 26.6% versus a decrease in the FT All-Share Total Return
Index of (3.77)%.
During the period the Manager successfully realised its investment in DLG and
generated a gross IRR of 102% and a gross money multiple of 2.9 times cost. The
realisation resulted in gross sale proceeds in cash of £46.2 million and the
investment was held for less than 20 months. There were no further material
realisations during the period.
During the period Promethean invested a total of £8.2 million of which £8
million was invested in a follow-on investment in Cambria Automobiles with a
small follow-on investment of £0.01m in Media Square plc and the balance in one
new investment.
Investments in the current portfolio are still relatively immature and we expect
to see continued capital growth in these investments over the next 2 years. In
addition, we are actively working with the companies in order to generate
shareholder value and improve investment returns.
To date, the Manager has invested £69.2 million in 11 investments. Of these, the
Manager has successfully exited 4 investments generating gross proceeds (before
carried interest provision) of £57.3 million against a cost of £24.3 million.
The remaining 7 investments as at 31 December 2007 were valued at £41.9 million.
The IRR on realised investments as at 31 December 2007 was 83.5% and the overall
IRR on realised and unrealised investments was 49.4%*.
Investment Strategy
The Company was established in order to execute a value activist investment
strategy in both public and private business, building a concentrated portfolio
of investments in which we can act as a catalyst for change and value creation.
All investments, whether in public or private companies, are preceded by
extensive due diligence to assess the risks and opportunities in any one
investment. This includes an overview of the target's market, management,
business model, financial track record and prospects, and the likely realisation
strategy.
Portfolio
As at 31 December 2007, the portfolio was as follows:
Company Sector Cost Valuation** Gain/(Loss)
£'000 £'000 £'000
TIS Group Financial services 10,000 10,842 842
InterMediactive Group Telecoms services 8,500 11,007 2,507
Enterprise Group Financial services 8,500 7,106 (1,394)
Media Square plc Marketing services 5,005 2,170 (2,835)
Cambria Automobiles Automotive retailing 10,697 10,633 (64)
Amazing Technologies Technology 2,000 - (2,000)
Project Salmon Financial services 156 207 51
Total 44,858 41,965 (2,893)
* The IRR calculation of 49.4% referred to above is calculated on a monthly
basis, and assumes that the investments were realised at their valuation on 31
December 2007 before any costs associated with disposal or provision for carried
interest payments which may be due on disposal.
**Note: The valuations are in accordance with IFRS / IPEVCA guidelines.
Valuation of listed investments is based on the closing bid price as at 31
December 2007. The valuation of private companies also includes accrued interest
on loan notes which is disclosed separately on the balance sheet.
Portfolio Review
TIS Group
TIS Group Limited ('TIS') is the UK's leading market maker and provider of
services to the assigned with-profit endowment policies market, supplying Traded
Endowment Policies ('TEPs') and ongoing policy valuation and management services
to major institutional TEP funds, some of which are publicly quoted. TIS
includes Absolute Assigned Policies Limited ('AAP'), which is regulated by the
FSA and is the UK market leader in the acquisition and sale of TEPs, and the
largest UK manager of TEP assets, with approximately £750 million of funds under
management.
In June 2007, Promethean invested £10 million in the business for a 51% stake.
Promethean's investment comprised £9.95 million of 16% unsecured loan notes and
the balance in ordinary equity. Additional funding of £52.5 million was provided
by HBOS plc and by the vendors who retained a vendor loan note and part equity
ownership in the company. HBOS plc has an option to acquire 2% of TIS' equity
from Promethean on exit.
The possibility of floating TIS on AIM was explored during the last quarter of
2007. Following the effect of the credit crisis and subsequent falls in global
stock markets during this period and despite a healthy level of interest from
institutional investors, it was decided to postpone the flotation process until
market conditions improve. In addition, a number of approaches were received
from potential purchasers of the companies. Again, given the turmoil in the
credit markets, we have decided not to revisit these proposals until later in
the year when we believe we can achieve greater value for this investment.
InterMediactive Group
InterMediactive ('IMA') is a telecoms services business. IMA has developed a
number of successful products across voice (fixed line and mobile), interactive
TV, 3G and online platforms and provides network services and resells minutes to
other businesses and operates its own communities via non-geographical telephone
numbers.
Promethean invested £8.5 million in May 2007 and acquired a 75% shareholding in
IMA. Promethean's investment comprised £7.7 million of 12% unsecured loan notes
and £800,000 of ordinary equity.
Since acquiring the business in May 2007, we have worked alongside the IMA
management team to further develop the business including expanding the range of
products and services offered and hiring new management. IMA has performed well
under Promethean's ownership and exceeded its budgeted profit in its last
financial year (year end 31 January 2008). In addition, the business has
generated significant levels of free cash and the subsequent de-gearing of IMA's
balance sheet has enabled the Manager to increase the carrying valuation of its
equity investment.
Enterprise Group
Enterprise Group has three subsidiaries:
- Enterprise Finance Limited: is a master broker and packager of loans for
other brokers and appointed representative networks;
- Enterprise Broker Services Limited: is a packager of sub-prime mortgages
for directly authorised brokers and financial advisory networks; and
- Enterprise Debt Solutions Limited: is a recently established debt
management and Individual Voluntary Arrangement ('IVA') business.
Promethean invested £8.5 million in May 2007. Its investment comprised £7
million in 6% secured loan notes and £1.5 million in ordinary equity. The equity
shareholding initially is 30% with a ratchet to adjust the percentage up or down
depending on the Enterprise Group's performance in the year to 31 March 2009.
Enterprise has made significant progress during the period. It has successfully
rolled out its new technology platform, EDGE 2, and has signed up a large number
of partners and broker networks to its platform. It has successfully taken
market share away from its competitors at a time when mortgage transaction
volumes have been severely under pressure due to the effects of the credit
crisis and a reduction in supply of mortgages from the panel lenders. Recent
evidence in the first quarter of 2008 shows that volumes have begun to
stabilise. However, due to the recent uncertainty in the UK mortgage market, the
Manager has recommended to the directors to fully provide for the £1.5 million
equity investment in Enterprise. As the bulk of the investment is in secured
loan notes and there is no external debt in the business, Promethean has
structured a considerable degree of downside protection in this investment.
Media Square
Media Square plc ('MSQ') is a listed marketing services and communications
group. MSQ has grown by acquisition and operates from offices in Europe, the
USA, Africa and the Far East. MSQ had approximately eighty subsidiaries many of
which were subscale but some of which appear to have considerable potential.
We believe that Media Square offers significant value potential and are pleased
with the progress made by the new management team. Since the accounts date,
Promethean has increased its total investment in Media Square to £5.0 million.
This investment is valued at the closing bid price at 31 December 2007 of 9.25p.
On 18 March 2008 the closing bid price was 6.5p.
Cambria
Cambria Automobiles was formed to purchase underperforming car dealerships with
a strategy of improving the operational performance and increasing the scale of
the group. The aim is to build a top 20 dealership group by size, with top
decile financial performance.
Promethean initially invested in Cambria in July 2006 to support the purchase of
the first two dealerships. Since then further acquisitions have been made
including the most recent - the acquisition of the trade and assets of Summit
Motors Limited in December 2007. The turnover of Summit Motors was £203 million
in the year to 31 December 2006 and the loss before tax for the year ended 31
December 2006 was £3.3 million. This acquisition was completed in December 2007
and together with a further four dealerships acquired during the period, brings
the total number of dealerships in the Cambria group to 19.
The management of Cambria are focussed on integrating the recent acquisitions
and increasing the value of these businesses. They remain confident of building
the group's turnover to a level in excess of £300 million. In addition, Cambria
continues to assess further bolt-on acquisitions.
Amazing Global Technologies
Amazing Global Technologies ('AGT') was set up to implement a consolidation
strategy out of the 17,000 worldwide IT services partners of JD Edwards (JDE),
one of the leading suppliers of enterprise resource planning software for the
SME market. AGT has acquired a number of companies around the world and is in
the process of fully integrating these into one coherent business operation. In
December 2006, Promethean invested £2 million in a 9% Secured Convertible Loan
Note, convertible at IPO at a 20% discount. The funding was part of a larger
investment round in order to support AGT's acquisition strategy.
AGT's management initially targeted an IPO in 2008. However, there have been a
number of operational issues which emerged during 2007. As a result, the
company's financial performance has suffered and the company's cash position has
deteriorated. The Manager has recommended to the directors to fully provide
against this investment as the company enters a period of uncertainty. The
Manager is actively working with the company and the other loan note holders in
order to achieve a satisfactory outcome.
Project Salmon
The Manager has identified an undervalued quoted financial services company
which it believes offers significant value potential. The Manager has developed
a detailed plan for realising this value and is currently building a stake in
the business.
Events after the Balance Sheet Date
Since 31 December 2007 the Manager has made further portfolio investments of
£3.8 million. These are detailed below:
- Media Square plc - follow-on investment of £1.0 million.
- Project Salmon (name undisclosed) - further investment of £1.9 million
- Atlas Acquisitions Holdings - £0.9 million
Outlook
The Manager is pleased with the significant realisation of its investment in DLG
achieved during the period and remains largely satisfied with the performance of
the portfolio companies. The Manager remains confident that the Company will
continue to see interesting investment opportunities. However, any wider
economic recovery seems unlikely until the end of the calendar year and this may
affect the environment for exits.
Promethean Investments LLP
19 March 2008
All statements of opinion and/or belief contained in the Investment Manager's
review and all views expressed and all projections, forecasts or statements
relating to expectations regarding future events or the possible future
performance of the Company represent Promethean Investment LLP's own assessment
and interpretation of information available to it as at the date of this report.
As a result of various risks and uncertainties, actual events or results may
differ materially from such statements, views, projections or forecasts. No
representation is made or assurance given that such statements, views,
projections or forecasts are correct or that the objectives of the Company will
be achieved.
INDEPENDENT REVIEW REPORT TO PROMETHEAN PLC
Introduction
We have been engaged by the company to review the consolidated financial
statements in the half-yearly financial report for the six months ended 31
December 2007 which comprises the unaudited Group Income Statement, the
unaudited Group & Pro-forma Balance Sheets, the unaudited Statement of changes
in equity, the unaudited Group Cash Flow Statement and notes 1 to 5. We have
read the other information contained in the half yearly financial report which
comprises only the Investment Manager's Review and Chairman's Statement and
considered whether it contains any apparent misstatements or material
inconsistencies with the information in the financial statements.
This report is made solely to the company in accordance with guidance contained
in ISRE (UK and Ireland) 2410, 'Review of Interim Financial Information
performed by the Independent Auditor of the Entity'. Our review work has been
undertaken so that we might state to the company those matters we are required
to state to them in a review report and for no other purpose. To the fullest
extent permitted by law, we do not accept or assume responsibility to anyone
other than the company, for our review work, for this report, or for the
conclusion we have formed.
Directors' Responsibilities
The half-yearly financial report is the responsibility of, and has been approved
by, the directors.
As disclosed in Note 2, the annual financial statements of the group are
prepared in accordance with IFRSs as adopted by the European Union. The set of
financial statements included in this half-yearly financial report has been
prepared in accordance with International Accounting Standard 34, 'Interim
Financial Reporting,' as adopted by the European Union.
Our Responsibility
Our responsibility is to express to the Company a conclusion on the set of
financial statements in the half-yearly financial report based on our review.
Scope of Review
We conducted our review in accordance with International Standard on Review
Engagements (UK and Ireland) 2410, Review of Interim Financial Information
Performed by the Independent Auditor of the Entity issued by the Auditing
Practices Board for use in the United Kingdom. A review of interim financial
information consists of making enquiries, primarily of persons responsible for
financial and accounting matters, and applying analytical and other review
procedures. A review is substantially less in scope than an audit conducted in
accordance with International Standards on Auditing (UK and Ireland) and
consequently does not enable us to obtain assurance that we would become aware
of all significant matters that might be identified in an audit. Accordingly,
we do not express an audit opinion.
Conclusion
Based on our review, nothing has come to our attention that causes us to believe
that the financial statements in the half-yearly financial report for the six
months ended 31 December 2007 are not prepared, in all material respects, in
accordance with International Accounting Standard 34 as adopted by the European
Union.
GRANT THORNTON ISLE OF MAN
AUDITOR
ISLE OF MAN
19 MARCH 2008
Promethean plc
Group Income Statement for the period to 31 December 2007
Unaudited
Group Group Group
Period Period Year
1 July 2007 to 1 July 2006 to 1 July 2006 to
31 Dec 2007 31 Dec 2006 30 June 2007
£'000 £'000 £'000
Investing Operations
Investment and other income 2,330 819 2,327
Realised and unrealised gain/(loss) on financial 24,007 (169) (2,336)
investments
26,337 650 (9)
Management expenses (806) (789) (2,227)
Other expenses (6,035) - (399)
Profit/(Loss) from investing activities 19,496 (139) (2,635)
Trading Operations
Revenue from sale of goods and services 15,985 9,298 23,030
Operating costs (12,898) (8,658) (23,198)
Profit/(Loss) from trading operations 3,087 640 (168)
Profit/(Loss) before finance costs and taxation 22,583 501 (2,803)
Finance Costs (1,005) (521) (1,160)
Finance income 97 - 55
Profit/(Loss) before tax from trading operations 21,675 (20) (3,908)
Income tax (expense)/credit (631) (1) 806
Group Profit/(Loss) 21,044 (21) (3,102)
Attributable to:
Equity holders of the parent 20,879 175 (2,357)
Minority interest 165 (196) (745)
21,044 (21) (3,102)
Earnings/(Loss) per share - (basic and diluted) 41.76p 0.35p (4.71p)
Promethean plc
Group & Pro-forma Balance Sheets as at 31 December 2007
Unaudited
Pro-forma Pro-forma Pro-forma
Balance Balance Balance
Sheet Sheet Sheet
Group Group Group (see Note 3) (see Note 3) (see Note 3)
31 Dec 2007 31 Dec 2006 30 June 2007 31 Dec 2007 31 Dec 2006 30 June 2007
£'000 £'000 £'000 £'000 £'000 £'000
Non-current assets
Property, plant and equipment 612 419 983 80 16 65
Goodwill 4,304 6,788 8,916 - - -
Other intangible assets 12,527 25,849 43,481 - - -
Investments held at fair value 30,850 17,780 25,676 41,287 38,751 72,291
through profit or loss
48,293 50,836 79,056 41,367 38,767 72,356
Current assets
Trade and other receivables 4,873 7,443 10,441 1,186 1,497 2,924
Cash and cash equivalents 33,517 19,578 14,662 30,462 17,594 9,017
38,390 27,021 25,103 31,648 19,091 11,941
Non-current assets classified as - - 1,034 - -
held for sale
Total assets 86,683 77,857 105,193 73,015 57,858 84,297
Current liabilities
Trade and other payables 3,683 5,737 9,385 151 297 1,141
Current portion of long-term 58 - 14,507 - - 9,912
borrowings
Taxation liabilities 560 1,052 2,304 - 2 -
Liabilities directly associated - - 1,034 - - -
with non-current assets
classified as held for sale
4,301 6,789 27,230 151 299 11,053
Non-current liabilities
Trade and other payables - - 874 - - -
Long-term borrowings 7,359 12,030 16,114 - - -
Deferred tax 3,726 6,792 11,250 - - -
11,085 18,822 28,238 - - -
Net Assets 71,297 52,246 49,725 72,864 57,559 73,244
Equity
Share capital 500 500 500 500 500 500
Share premium 47,954 47,954 47,954 47,954 47,954 47,954
Unrealised investment (6,285) 1,353 (2,251) (4,333) 6,209 19,749
revaluation reserve
Retained earnings 28,866 2,262 3,334 28,743 2,896 5,041
Equity attributable to equity 71,035 52,069 49,537 72,864 57,559 73,244
holders of the parent
Minority interest 262 177 188 - - -
Total 71,297 52,246 49,725 72,864 57,559 73,244
Net asset per share £1.43 £1.04 £0.99 £1.46 £1.15 £1.46
Promethean plc
Group Statement of changes in equity for the period to 31 December 2007
Unaudited
Group
Share Share Unrealised Retained Minority Total
Premium investment Earnings interest
Capital revaluation
reserve distributable
£'000 £'000 £'000 £'000 £'000 £'000
Balance as at 30 June 2007 500 47,954 (2,251) 3,334 188 49,725
Unrealised gains reserve transfer - - (4,034) 4,034 - -
Realised gains reserve transfer - - - 619 (91) 528
Profit for the period - - - 20,879 165 21,044
Balance as at 31 Dec 2007 500 47,954 (6,285) 28,866 262 71,297
Promethean plc
Group Cash Flow Statement for the period ended 31 December 2007
Unaudited
Group Group Group
Period Period Year
1 July 2007 to 1 July 2006 to 1 July 2006 to
31 Dec 2007 31 Dec 2006 30 June 2007
£'000 £'000 £'000
Cash inflow from operating activities
Net profit for the period 21,675 (21) (3,908)
Adjustments for :
Depreciation 189 229 258
Amortisation of intangibles 1,346 - 1,998
Profit on disposal of property, plant & equipment - (6) -
Profit on disposal of investments (20) - (1,038)
Profit on disposal of subsidiaries (22,526) - -
Interest income (97) (791) (61)
Interest expense 1,005 512 1,160
Unrealised investment losses 4,034 169 3,773
(Decrease)/increase in trade and other receivables (2,294) (3,204) (143)
Increase in payables (1,355) 2,946 (171)
Tax paid (679) - -
Increase in deferred tax 3,726 - -
Net cash flows from operating activities 5,004 (166) 1,868
Cash flow from investing activities
Acquisition of subsidiaries - - (27,468)
Disposal of subsidiaries 33,235 - -
Cash acquired on investment - - 10,271
Proceeds from sale of property, plant & equipment - 637 685
Purchase of investments (8,166) (6,501) (24,736)
Proceeds from sale of investments 20 - 7,774
Purchase of intangibles (82) (3,205) (12)
Purchase of property, plant & equipment (181) (49) (155)
Interest received 97 791 61
Net cash used in investing activities 24,923 (8,327) (33,580)
Proceeds from bank loans - - 10,000
Repayment of bank loans (10,067) - -
Proceeds from other loans - (173) 8,312
Finance lease principal payments - (521) (615)
Interest paid (1,005) (512) (1,160)
Cash introduced by minority interest - - 560
Net cash used in financing activities (11,072) (1,206) 17,097
Net increase/(decrease) in cash 18,855 (9,699) (14,615)
Cash and cash equivalents at beginning of period 14,662 29,277 29,277
Cash and cash equivalents at end of period 33,517 19,578 14,662
Note 1 - General Information
The information for the 6 months period ended 31 December 2007 and the period 1
July 2006 to 31 December 2006 do not constitute statutory accounts as defined in
section 9 of the Companies Act 1982. Comparative figures for the year to 30 June
2007 are taken from the full statutory accounts, which contain an unqualified
audit report.
Note 2 - Basis of accounting
This statement has been prepared using accounting policies and presentation
consistent with those applied in the preparation of the accounts for the Company
for the year ended 30 June 2007, and in accordance with International Accounting
Standard 34, 'Interim Financial Reporting'.
Note 3 - Pro-forma Balance Sheet
The pro-forma balance sheet removes the consolidated investee company and the
associated consolidated adjustments. The pro-forma balance sheet has been
presented as the directors believe that as an investment company the pro-forma
balance sheet provides information that is relevant for comparison to other
investment companies that are not required to consolidate investee companies and
it is used by the directors to monitor the performance of Promethean plc.
Investee companies are required to be consolidated where the group is deemed to
have a controlling stake.
Investments are valued in accordance with the International Private Equity and
Venture Capital valuation guidelines.
Note 4 - Events after the balance sheet date
In January 2008 Promethean subscribed as a founder shareholder, for a total
consideration of US$1.752 million, 575,000 ordinary shares at US$0.004 a share
and 1,750,000 warrants at US$1 per warrant in Atlas Acquisition Holdings Corp, a
Special Purpose Acquisition Company ('SPAC') which completed its public offering
on the American Stock Exchange.
Atlas Acquisition Holdings Corp. is a newly formed blank check company organised
for the purpose of effecting a merger, capital stock exchange, asset or stock
acquisition, exchangeable share transaction, or other similar business
combination with an operating business. The Company's efforts in identifying a
prospective target business will not be limited to a particular industry or
geography.
Note 5 - Repayment of Capital Commitment
On 22 June 2007, the Company advanced £10 million to its subsidiary Promethean
Investments Fund LP by way of an increase in its loan commitment to the
Partnership. The Company drew down £10 million under its loan facility with
HBoS in order to fund this increased loan commitment to the Partnership. On 24
October 2007, the Partnership made a distribution to the Company of £10 million,
which the Company used to repay borrowings made under its loan facility with
HBoS.
This information is provided by RNS
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