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DJ Positive Healthcare Half-year Report

 
TIDMDOC 
 
Half-year Report 
                                            POSITIVE HEALTHCARE PLC 
           ("Positive Healthcare" or the "Company" and, together with its subsidiaries, the "Group") 
 
                               INTERIM RESULTS FOR THE PERIOD ENDED 30 JUNE 2016 
 
I am pleased to present the interim condensed consolidated financial results of Positive Healthcare Plc for the 
period from 2 November 2015 to 30 June 2016. The Company was incorporated on 2 November 2015. 
 
Business and operations 
Positive Healthcare PLC continues to hold investments in companies within the healthcare recruitment sector  in 
the  UK. Since being admitted on the ISDX growth market, the Company has raised debt finance of GBP1.33 million 
via  a  Bond issue and used the funds to complete the acquisition of a 75% stake in Capital Care Services  (UK) 
Limited and Fine Locums Limited on the 30th June 2016. 
 
Both  of  these businesses operate within the healthcare recruitment industry. Based in London, they specialise 
in  the  recruitment  of locum nurses, doctors and domiciliary care workers. The Directors  are  confident  the 
addition of these two companies within the group will result in a significant improvement in the future  profit 
outlook for the Group. 
 
Capital Care Services (UK) Limited generated a revenue of GBP3.21 million for the period from 1 January 2016 to 
30  June 2016 and EBITDA of GBP154,000 for the same period. Fine Locums Limited generated revenue of GBP504,190 
for  the  period  from January 2016 to June 2016 and EBITDA of GBP37,830 for the same period.  Neither  company 
contributed any revenue or profit towards the Group's performance for the period under review. 
 
Financial results 
The  interim condensed consolidated EBITDA for the period is (GBP50,701) and loss after exceptional  items  and 
taxation  was  GBP252,766  on  consolidated  revenue of GBP1,140,993.  The  exceptional  items  comprise  costs 
associated with the bond issue of GBP154,300. 
 
Outlook 
The  first half of 2016 has been an exciting time of change and growth for Positive Healthcare. The acquisition 
of  the majority stake of CCS and Fine Locums in June has given the Group an enlarged platform for growth.  The 
increasing  number of people living in the UK, combined with an ageing population, contribute to an  insatiable 
appetite for free healthcare and as a result the NHS struggles to keep pace which leads to a growing demand for 
a flexible workforce plus a growing over-run into the private sector creating opportunities there too. 
 
The  acquisitions coupled with our existing business gives a 3 times Bond cover on a normalised basis excluding 
fundraising fees. 
 
The  Company  has invested in more fee earners, an updated CRM system and stronger marketing to attract  nurses 
and  doctors  and  service  the new framework awards that have been won during the reporting  period.  We  look 
forward to further organic growth and continue to evaluate strategic acquisitions in the sector. 
 
We would like to take this opportunity to thank the entire staff of the Company for their hard work and passion 
during this period of change, without whom, none of this would have been possible. 
 
Gary Ashworth                                            Christopher Paul Ledbury 
Chairman                                        Chief Executive Officer 
 
The Directors of Positive Healthcare accept responsibility for this announcement. 
 
For further information, please contact: 
 
Positive Healthcare plc 
Chris Ledbury - CEO 
www.positiveplc.co.uk. 
Tel: +44 (0) 203 587 7566 
Email: chris@positivementalhealth.co.uk 
 
Peterhouse Corporate Finance Limited 
Mark Anwyl and Fungai Ndoro 
Tel: +44 (0) 20 7469 0930 
 
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 
FOR THE PERIOD ENDED 30 JUNE 2016 
 
                                                                                                         2016 
                                                              Notes                                       GBP 
 
Revenue                                                                                             1,140,993 
 
 
 
 
Cost of sales                                                                                       (885,983) 
 
Gross profit                                                                                          255,010 
 
Administrative expenses                                                                             (306,902) 
 
Exceptional costs                                               4                                   (154,300) 
Finance cost                                                    5                                    (46,574) 
 
Loss before tax                                                 6                                   (252,766) 
 
Taxation                                                        7                                           - 
Profit for the year                                                                                 (252,766) 
 
Attributable to: 
Equity holders                                                                                      (252,766) 
                                                                                                    (252,766) 
 
 
Earnings per share                                                                                      Pence 
Basic earnings per share attributable to equity holders         8                                     (5.055) 
of the parent 
Diluted earnings per share attributable to equity               8                                     (5.055) 
holders of the parent 
 
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION 
AS AT 30 JUNE 2016 
 
 
                                                                                            Group 
                                                                                                     2016 
                                    Notes                                                             GBP 
ASSETS 
Non-current assets 
Intangible assets                     9                                                         1,002,540 
Property, plant and equipment         10                                                           81,168 
                                                                                                1,083,708 
Current assets 
Trade and other receivables           11                                                        1,954,601 
 
Cash and cash equivalents             12                                                          116,491 
                                                                                                2,071,092 
TOTAL ASSETS                                                                                    3,154,800 
 
EQUITY AND LIABILITIES 
Equity attributable to equity holders 
Share capital                         13                                                           50,000 
Retained earnings/(deficit)                                                                     (252,766) 
Non-controlling interest                                                                          238,784 
Total equity                                                                                       36,018 
 
Non-current liabilities 
Borrowings                            14                                                        1,330,675 
                                                                                                1,330,675 
 
Current liabilities 
Trade and other payables              15                                                        1,788,107 
                                                                                                1,788,107 
TOTAL EQUITY AND LIABILITIES                                                                    3,154,800 
 
 
 
The financial statements were approved and authorized for issue by the Board on 27 September 2016. 
 
Gary Ashworth 
Director 
 
Company Registration number: 09852871 
 
 
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 
FOR THE PERIOD ENDED 30 JUNE 2016 
Group                                      Share          Retained             Non-           Total 
                                         capital         earnings/      controlling 
                                                         (deficit)         interest 
                                             GBP               GBP                              GBP 
Balance as at 2 November 2015             50,000                 -                -          50,000 
 
Loss for the period                            -         (252,766)                        (252,766) 
Non-controlling interest                       -                 -          238,784         238,784 
Balance as at 30 June 2016                50,000         (252,766)          238,784          36,018 
 
 
CONDENSED CONSOLIDATED STATEMENT OF CASHFLOWS 
FOR THE PERIOD ENDED 30 JUNE 2016 
 
                                                                                                Group 
                                                    Notes                                                 2016 
                                                                                                           GBP 
 
Loss for the period                                                                                  (252,766) 
 
Cash flow from operating activities 
Adjustments for: 
Depreciation                                                                                             1,191 
Bond issue costs                                                                                       154,300 
Decrease/(increase) in receivable                                                                       62,838 
(Decrease)/increase in payables                                                                        454,333 
Net cash generated in operating                                                                        672,662 
activities 
 

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Cash flows from investing activities 
Acquisition of subsidiaries, net of                   19                                            (1,529,780 
cash acquired                                                                                                ) 
 
Net cash used in investing                                                                          (1,529,780 
activities                                                                                                   ) 
 
 
Cash flows from financing activities 
Share issue                                                                                             50,000 
Bond issue net of costs                                                                              1,176,375 
Net cash generated from finance                                                                      1,226,375 
activities 
 
 
Net increase in cash and cash                                                                          116,491 
equivalents 
 
Cash and cash equivalents at the                                                                             - 
beginning of the period 
Cash and cash equivalents at end of                   12                                               116,491 
the period 
 
 
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE PERIOD ENDED 30 JUNE 2016 
 
1    General information 
The  interim  condensed financial statements of Positive Healthcare Plc and its subsidiaries (collectively  the 
"Group")  for  the period ended 30 June 2016 were authorised for issue in accordance with a resolution  of  the 
directors on 27 September 2016 
 
Positive  Healthcare  Plc  is  a  company registered in England and wales  under  company  registration  number 
09852871,  whose bond is listed on the ISDX Growth Market. The registered office is located at 18  Raven  Road, 
London, E18 1HB. The group is principally engaged in recruitment within the Healthcare sector. 
 
These  unaudited  interim  condensed consolidated financial statements, which comprise  condensed  consolidated 
statement   of  comprehensive  income,  condensed  consolidated  statement  of  financial  position,  condensed 
consolidated statement of changes in equity, condensed consolidated statement of cash flows and related  notes, 
do not constitute full accounts within the meaning of s435 (1) and (2) of the Companies Act 2006. 
 
2.   Standards, amendments and interpretations to published standards not yet effective 
 
The  following  standards and interpretations (and amendments thereto) have been issued  by  the  International 
Accounting  Standards Board (IASB) and its International Financial Reporting Interpretations Committee  (IFRIC) 
which  are not yet effective and have not been adopted, many of which are either not relevant to the group  and 
parent company or have no impact on the financial statements of the group and parent company. 
 
                                                                                             Effective Dates * 
IFRS 9 Financial instruments: Classification                                                  1 January 2018 
IFRS 14 Regulatory deferral accounts                                                          1 January 2016 
IFRS 15 Revenue from contracts with customers                                                 1 January 2017 
IAS 16 Amendments bringing bearer plats into scope of IAS 16                                  1 January 2016 
IAS 41 Amendments bringing bearer plants into scope of IAS 16                                 1 January 2016 
 
*  The  effective  dates stated above are those given in the original IASB/IFRIC standards and interpretations. 
As  the  group  and parent company prepares it financial statements in accordance with IFRS as adopted  by  the 
European Union (EU), the application of new standards and interpretations will be subject to their having  been 
endorsed for used in the EU via the EU Endorsement mechanism.  In the majority of cases this will result in  an 
effective  date  consistent  with  that given in the original standard  of  interpretation  but  the  need  for 
endorsement restricts the group and parent company's discretion to early adopt standards. 
 
3.   Basis of presentation and significant accounting policies 
The  principal  accounting  policies applied in the preparation of the group  and  parent  company's  financial 
statements are set out below. These policies have been consistently applied to all the years presented,  unless 
otherwise stated. 
 
3.1  Basis of presentation 
These  consolidated  financial  statements are prepared in accordance with  International  Financial  Reporting 
Standards (IFRS), as adopted for use in the European Union and issued by the International Accounting Standards 
Board.  The  consolidated  financial  statements are presented in Sterling,  the  group  and  parent  company's 
functional currency. 
 
IFRS requires management to make certain critical accounting estimates and to exercise judgement in the process 
of  applying  the  group's  accounting policies. These estimates are based on the  directors'  and  independent 
professional's best knowledge and past experience. 
 
In  the  opinion of the directors, based on the group's budgets and financial projections, they have  satisfied 
themselves  that  the business is a going concern. The board has a reasonable expectation that  the  group  has 
adequate  resources to continue in operational existence for the foreseeable future and therefore the  accounts 
are prepared on a going concern basis. 
 
3.2  Basis of consolidation 
     The financial statements incorporate the financial statements of the Company, its subsidiary and associated 
entities made up to 30 June 2016. 
 
     Subsidiaries 
The  financial  statements incorporate the financial statements of the Company and entities controlled  by  the 
Company made up to the period ended 30 June 2016. 
 
Control  is  achieved  where the Company has the power to govern the financial and  operating  policies  of  an 
investee  entity  so  as to obtain benefits from its activities. The financial statements of  subsidiaries  are 
included in the financial statements from the date that control commences until the date that control ceases. 
 
On  acquisition,  the assets and liabilities and contingent liabilities of a subsidiary are measured  at  their 
fair  values  at  the date of acquisition. Any excess of the cost of acquisition over the fair  values  of  the 
identifiable net assets acquired is recognised as goodwill. Any deficiency of the cost of acquisition below the 
fair  values of the identifiable net assets acquired (i.e. discount on acquisition) is credited to  profit  and 
loss in the period of acquisition. The interest of minority shareholders is stated at the minority's proportion 
of  the  fair  values  of  the assets and liabilities recognised. Subsequently, any losses  applicable  to  the 
minority interest in excess of the minority interest are allocated against the interests of the parent. 
 
The  results  of  subsidiaries acquired or disposed of during the year are included in the consolidated  income 
statement from the effective date of acquisition or up to the effective date of disposal, as appropriate. 
 
Where  necessary,  adjustments are made to the financial statements of subsidiaries  to  bring  the  accounting 
policies used into line with those used by the Group. 
 
All intra-Group transactions, balances, income, expenses and unrealised gains are eliminated when preparing the 
historical  financial  information. Unrealised losses are eliminated in the same way as unrealised  gains,  but 
only to the extent that there is no evidence of impairment. 
 
Investments 
Investments are recognised and derecognised on a trade date where a purchase or sale of an investment is  under 
a  contract  whose  terms  require delivery of the investment within the timeframe established  by  the  market 
concerned, and are initially measured at cost, including transaction costs. 
 
Goodwill 
Goodwill  arising  on consolidation represents the excess of the fair value of consideration over  the  Group's 
interest  in  the  f  air value of the identifiable assets, liabilities and contingent liabilities  recognised. 
Goodwill  is recognised as an asset and reviewed for impairment at least annually. Any impairment is recognised 
in  the  income  statement  and  is not subsequently reversed. Acquisitions accounted  for  under  IFRS  3  the 
consideration  used  in  the  calculation  of  goodwill includes third  party  costs  incurred  to  effect  the 
acquisition.  Following the adoption of IFRS 3 (revised) (acquisitions from 1 January  2010)  these  costs  are 
expensed through the income statement and included in costs of acquisitions. 
 
On  disposal of a subsidiary or associate, the attributable amount of goodwill is included in the determination 
of the profit or loss on disposal. 
 
For acquisitions accounted for under IFRS 3, future anticipated payments to vendors in respect of earn outs are 
based  on the Directors' best estimates of the fair value of future obligations, which are dependent on  future 
performance  of  the  interests  acquired  and assume the operating companies  improve  profits  in  line  with 
Directors'  estimates and are included in liabilities greater or less than one year as appropriate. There  will 
be no depreciation or amortisation of goodwill in the month of acquisition. 
 
Following  the adoption of IFRS 3 (revised), changes to earn outs are recorded in the income statement  through 
costs  of acquisitions. In this instance, when earn outs are to be settled in cash or share consideration,  the 
fair  value of the consideration is obtained by discounting to present value the amounts expected to be payable 
in the future. The resulting interest charge is included within finance costs of deferred consideration. 
 
When  a business is acquired from former shareholders who become employees of the Group, should their earn  out 

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payments  be  dependent  on  continuing  employment then all payments are  treated  as  remuneration  for  post 
acquisition services. This is a change to the previously adopted policy of the Group and is as a result of  the 
publication  in  January  2013  of the IFRS IC Update of the Committee's agenda decision  on  IFRS  3  Business 
Combinations-Continuing employment. 
 
The  charge  to the income statement is included in deemed remuneration and the fair value of the liability  is 
included  as  deemed  remuneration in the balance sheet, classified as current or  non-current  liabilities  as 
appropriate. 
 
In  accordance with IFRS an impairment charge is required for both goodwill and other indefinite  lived  assets 
when  the  carrying amount exceeds the 'recoverable amount', defined as the higher of fair value less costs  to 
sell and value in use. 
 
Our  approach  in  determining  the  recoverable amount utilises a  discounted  cash  flow  methodology,  which 
necessarily involves making numerous estimates and assumptions regarding revenue growth, operating margins, tax 
rates, appropriate discount rates and working capital requirements. 
 
These  estimates will likely differ from future actual results of operations and cash flows, and it is possible 
that  these differences could be material. In addition, judgments are applied in determining the level of cash- 
generating unit we identify for impairment testing and the criteria we use to determine which assets should  be 
aggregated. 
 
3.3  Financial assets 
Held to maturity investments 
 
Held-to-maturity investments are non-derivative financial assets with fixed or determinable payments and  fixed 
maturity  dates that the group has the positive intent and ability to hold to maturity.  Subsequent to  initial 
recognition,  held-to-maturity investments are measured at amortised cost using the effective  interest  method 
less any impairment 
 
Available for sale financial assets (AFS Financial Assets) 
 
AFS  financial assets are non-derivatives that are either designated as AFS or are not classified as  (a)  loan 
and  receivables,  (b) held-to-maturity investments or (c) financial assets at fair value  through  profit  and 
loss. 
 
Loans and receivables 
Loans and receivables are non-derivative financial assets with fixed or determined payments that are not quoted 
in  an active market and do not qualify as trading assets.  Such assets are carried at amortised cost using the 
effective  interest method if the time value of money is significant.  Gains and losses are recognised  in  the 
consolidated  statement of comprehensive income when the loans or receivables are derecognised or impaired,  as 
well as through the amortisation process. 
 
3.4  Cash and cash equivalents 
These include cash in hand, deposits held at call with banks and bank overdrafts 
 
3.5  Trade and other receivables 
Trade  and  other receivables are recognised by the group and carried at the original invoice  amount  less  an 
allowance for any uncollectable or impaired amounts. 
 
Other receivables are initially recognised at fair value. 
 
An estimate for doubtful debts is made when the collection of the full amount is no longer probable.  Bad debts 
are written off to the consolidated statement of comprehensive income when they are recognised as being bad. 
 
3.6  Trade and other payables 
These  are initially recognised at fair value and then carried at amortised cost. These arise principally  from 
the receipt of goods and services. 
 
3.7  Provision 
A  provision  is recognised in the consolidated statement of financial position when the group  has  a  present 
legal  or  constructive obligation as a result of a past event, and it is probable that an outflow of  economic 
benefits  will  be required to settle the obligation.  If the effect is material, provisions are determined  by 
discounting the expected future cash flows at a pre-tax rate that reflects the current market assessment of the 
time value of money and, where appropriate, the risks specific to the liability. 
 
3.8  Taxation 
The tax expense represents the sum of the tax currently payable. 
 
The  tax  currently payable is based on taxable profit for the year. Taxable profit differs from net profit  as 
reported  in the consolidated statement of comprehensive income because it excludes items of income or  expense 
that  are  taxable  or  deductible  in other years and it further excludes items  that  are  never  taxable  or 
deductible.  The  group's liability for current tax is calculated using tax rates that  have  been  enacted  or 
substantively enacted by the consolidated statement of financial position date. 
 
3.9  Deferred tax 
Deferred  tax  is  recognised in respect of temporary differences between the carrying amounts  of  assets  and 
liabilities for financial reporting purposes and the amounts used for taxation purposes.  Deferred tax  is  not 
recognised for: 
 
    -       temporary differences on the initial recognition of assets or liabilities in a transaction that is not 
        a business combination and that affects neither accounting nor taxable profit or loss; 
 
    -       temporary differences related to investments in subsidiaries to the extent that the group is able to 
        control the timing of the reversal of the temporary differences and it is probable that they will not reverse 
        in the foreseeable future; and 
 
-       taxable temporary differences arising on the initial recognition of goodwill. 
The  measurement of deferred tax reflects the tax consequences that would follow the manner in which the  group 
expects,  at  the  end  of the reporting period, to recover or settle the carrying amount  of  its  assets  and 
liabilities. 
 
Deferred  tax is measured at the tax rates that are expected to be applied to temporary differences  when  they 
reverse, using tax rates enacted or substantively enacted at the reporting ate. 
 
Deferred  tax assets and liabilities are offset if there is a legally enforceable right to offset  current  tax 
liabilities  and assets, and they relate to taxes levied by the same tax authority on the same taxable  entity, 
or  on difference tax entities, but they intend to settle current tax liabilities and assets on a net basis  or 
their tax assets and liabilities will be realised simultaneously. 
 
A  deferred tax asset is recognised for unused tax losses, tax credits and deductible temporary differences  to 
the  extent  that  it  is  probable that future taxable profits will be available against  which  they  can  be 
utilised.  Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is  no 
longer probable that the related tax benefit will be realised. 
 
3.10 Revenue recognition 
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and 
the  revenue can be reliably measured. All such revenue is reported net of discounts and value added and  other 
sales taxes 
 
3.11 Interest expense recognition 
Interest  expense is recognised as interest accrues, using the effective interest method, on the  net  carrying 
amount of the financial liability. 
 
3.12 Borrowings 
Borrowings  other  than  bank overdrafts are recognised initially at fair value less  attributable  transaction 
costs.   Subsequent to initial recognition, borrowings are stated at amortised cost with any difference between 
the  amount  initially  recognised  and redemption value being recognised  in  the  consolidated  statement  of 
comprehensive income over the period of the borrowings, using the effective interest method. 
 
4.   Exceptional items 
     Exceptional items comprise the following: 
 
Period ended 
                                                                                                          30 June 
                                                                                                             2016 
 
                                                                                         GBP 
Bond issue costs 
                                                                                                          154,300 
 
5.    Finance costs 
 
 
                                                                                                        Period Ended 
                                                                                                        30 June 2016 
                                                                                                                 GBP 
 
Interest paid to bond holders                                                                                 46,574 
 
                                                                                                              46,574 
 
6.   Operating loss 
Operating loss is stated after charging the following:- 
 
                                                                                                          2012 
                                                                                                           GBP 
 
Depreciation                                                                                             1,191 
 
                                                                                                         1,191 
 
7.   Taxation 
                                                                                                   Period ended 
                                                                                                   30 June 2016 
                                                                                                            GBP 
 
Current year tax expenses                                                                                    - 
 
                                                                                                              - 
 
     On the basis of these financial statements no provision has been made for UK corporation tax 
 
8.   Earnings per share 

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The basic earnings / (deficit) per share is calculated by dividing net profit or loss for the year attributable 
to ordinary equity holders by the weighted average number of ordinary shares during the year. 
 
The  diluted  earnings / (deficit) per share is calculated by dividing the net profit or loss  attributable  to 
ordinary  shareholders after adjustments for instruments that dilute basic earnings per share by  the  weighted 
average of ordinary shares outstanding during the year (adjusted for the effects of dilutive instruments). 
                                                                       Earnings/      30 June 2016      Per 
                                                                          (loss)          Weighted      share 
                                                                                           average      amount 
                                                                                         number of 
                                                                                            shares 
  Basic EPS                                                                  GBP                        Pence 
  Loss attributable to ordinary shareholders                             252,766            50,000          5.055 
 
  This is the same as the Diluted EPS. 
 
9.   Intangible assets 
 
  Group                                                         Goodwill         Development             Total 
                                                                                       costs 
                                                                     GBP                 GBP               GBP 
  Additions during the period                                    999,239                   -           999,239 
 
  Acquired on acquisition of                                           -               3,301             3,301 
  subsidiary 
  Fair value adjustments                                               -                   -                 - 
  As at 30 June 2016                                             999,239               3,301         1,002,540 
 
  2013 
 
Goodwill arose on acquisition of subsidiaries as detailed in Note 19 
 
10.  Property plant and equipment 
 
  Group                                                                                         Property Plant 
                                                                                                 and Equipment 
                                                                                                           GBP 
  As at 2 November 2015                                                                                      - 
  Acquired on acquisition of subsidiary                                                                 82,019 
  Additions during the period                                                                              340 
  Cost as at 30 June 2016                                                                               82,359 
 
  Depreciation as at 2 November 2015                                                                         - 
  Charge for the period                                                                                  1,191 
                                                                                                             - 
  Depreciation as at 30 June 2016                                                                        1,191 
 
  Net Book Value 
  At 30 June 2016                                                                                       81,168 
 
 
11.  Trade and other receivables 
 
                                                                                                 30 June 2016 
                                                                                                          GBP 
  Trade receivables                                                                                 1,619,463 
  Other receivables                                                                                   335,138 
                                                                                                    1,954,601 
 
 
12.  Cash and cash equivalents 
 
  Group                                                                                           30 June 2016 
                                                                                                           GBP 
 
  Cash at bank                                                                                         116,491 
 
13.  Share capital 
 
  Group                                                                                           30 June 2016 
                                                                                                           GBP 
  Issued share capital 
  50,000 ordinary shares of GBP1 each                                                                   50,000 
 
14   Borrowings 
 
 
                                                                                                30 June 2016 
                                                                                                         GBP 
 
  Amounts due to bond holders                                                                      1,330,675 
 
                                                                                                   1,330,675 
 
 
  During the period to 30 June 2016, the group issued 1,330,675 bonds of GBP1 each maturing in 2021, 
  carrying an interest rate of 7% per annum. 
 
 
15.  Trade and other payables 
 
 
                                                                                              30 June 2016 
                                                                                                       GBP 
 
Trade payables                                                                                     545,215 
Other payables                                                                                     355,603 
Shareholder loans                                                                                  608,157 
  Taxation and social security                                                                     279,132 
                                                                                                         - 
                                                                                                 1,788,107 
 
 
16.  Financial instruments 
In  common  with  other  businesses, the group is exposed to the risk that arises from  its  use  of  financial 
instruments.  This note describes the group's objectives, policies and processes for managing those  risks  and 
the  methods  used  to measure them.  Further quantitative information is found throughout  these  consolidated 
financial statements. 
 
16.1 Principal financial instruments 
The principal financial instruments of the group, from which financial instrument risk arises, are as follows: 
 
                                                                                                   30 June 
                                                                                                      2016 
                                                                                                       GBP 
 
  Cash and cash equivalents                                                                        116,491 
    Trade and other payables                                                                   (1,788,107) 
    Non- current borrowings                                                                    (1,330,675) 
  Trade and other receivables                                                                    1,954,601 
 
16.2 Financial risk management objectives and policies 
 
Credit risk 
The  group trades only with recognised, credit worthy customers. All customers who wish to trade on credit  are 
subject  to  credit verification checks. Customer balances are checked regularly to ensure  that  the  risk  of 
exposure to bad debts is minimised. 
 
The  group's cash balances are all held with major banking institutions. The majority of trade receivables  are 
due  from credit worthy customers and or financial institutions and are automatically settled within a few days 
of arising. It is not thought that the credit risk is significant. 
 
Liquidity risk 
The  group  have  given responsibility of liquidity risk management to the board who have formulated  liquidity 
management tools to service this requirement. 
 
Management of liquidity risk is achieved by monitoring budgets and forecasts and actual cash flows. 
 
Market risk 
The  group's  main  exposure to risk is through interest rates. The group enters into the following  derivative 
transactions. 
 
Interest rate risk 
The group is subject to interest rate risk as its bank balances are subject to interest at a floating rate. The 
interest rate on bank balances at 30 June 2016 was 0.5%. 
 
Foreign currency risk 
Some  trade payables are denominated in foreign currencies however these liabilities are settled within  a  few 
days of arising so the risk to the group is low. 
 
Fair value risk 
In  view  of  the  above interest arrangement it is thought that fair value risk is minimal and that  financial 
instruments are stated in the consolidated statement of financial position at value not significantly different 
from their fair value. 
 
17.  Related party transactions 
Included  within the trade and other payables within the group's balance sheet is an amount of GBP600,000  owed 
to G Ashworth a director of the Company and controlling shareholder. 
 
18.  Other financial commitments 
As at 30 June 2016 the group were committed to make payments during the next year in respect of non-cancellable 
operating leases amounting to GBP35,000 in respect of its premises at 18 Raven Road, London, E18 1HB 
 
19.  Acquisition of subsidiaries 
On 06 November 2015 the Company acquired 100% of the issued share capital of Positive Mental Health Limited, a 
company within the healthcare recruitment sector. 

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The identifiable net assets acquired were as follows:- 
 
                                                                                      GBP 
 
 
  Property plant and equipment                                                      4,406 
    Trade and other receivables                                                   375,519 
    Cash and cash equivalents                                                         550 
  Trade and other payables                                                      (509,930) 
  Net liabilities acquired                                                      (129,455) 
 
 
Goodwill was recognised as a result of the acquisition as follows:- 
 
                                                                                      GBP 
 
 
  Total purchase price                                                                100 
    Add: Net liabilities acquired as above                                        129,455 
  Goodwill                                                                        129,555 
 
 
 
On  30 June 2016 the Company acquired 75% of the issued share capital of Capital Care Services (UK) Limited,  a 
company specialising in recruitment of temporary nurses, doctors and domiciliary care workers. 
 
The identifiable net assets acquired were as follows:- 
                                                                                      GBP 
 
 
  Property plant and equipment                                                     64,510 
  Development costs capitalised                                                     3,301 
    Trade and other receivables                                                 1,469,365 
    Cash and cash equivalents                                                      20,776 
  Trade and other payables                                                      (747,517) 
                                                                                  810,435 
  Net assets Acquired 75%                                                         607,826 
 
 
Goodwill was recognised as follows:- 
                                                                                      GBP 
 
 
  Total purchase price including legal costs                                    1,316,036 
    Less:- Net assets acquired                                                  (607,826) 
  Goodwill                                                                        708,210 
 
 
During  the  period to 30 June 2016, Capital Care Services (UK) Limited did not contribute towards the  group's 
revenue or loss for the period. The trading results for the period under review for Capital Care Services  (UK) 
Limited were as below:- 
                                                                                  GBP'000 
 
 
  Revenue                                                                           3,210 
    Profit after tax                                                                  148 
 
 
On  30  June  2016  the  Company acquired 75% of the issued share capital of Fine  Locums  Limited,  a  company 
specialising in recruitment of temporary nurses within the healthcare sector. 
 
The identifiable net assets acquired were as follows:- 
                                                                                      GBP 
 
 
  Property plant and equipment                                                     13,184 
    Trade and other receivables                                                   172,813 
    Cash and cash equivalents                                                      35,031 
  Trade and other payables                                                       (76,327) 
                                                                                  144,701 
  Net assets Acquired 75%                                                         108,526 
 
 
Goodwill was recognised as follows:- 
                                                                                      GBP 
 
 
  Total purchase price including legal costs                                      270,000 
    Less:- Net assets acquired                                                  (108,526) 
  Goodwill                                                                        161,474 
 
 
During  the period to 30 June 2016, Fine Locums Limited did not contribute towards the group's revenue or  loss 
for the period. The trading results for the period under review for Capital Care Services (UK) Limited were  as 
below:- 
                                                                                  GBP'000 
 
 
  Revenue                                                                             504 
    Profit after tax                                                                   30 
 
All acquisition accounting is provisional and a purchase price allocation exercise has not yet been performed. 
 
 
 
Positive Healthcare Plc 
 

(END) Dow Jones Newswires

September 29, 2016 12:10 ET (16:10 GMT)