Trading update, Increase in Loan Facility and Strategic Review

As set out in our interim results, strong trading in Australia and our Risk Consulting business has continued to offset the much publicised weakness in the UK Agency market. We have continued to cut costs, particularly in the UK which will ensure that we have maximum operational leverage as we emerge from this softer market.  Whilst market conditions continue to be challenging there are encouraging signs of recovery. The business has built a strong pipeline of opportunities, and has recently won significant new contracts, including with Subaru Europe, Crocs (Asia Pacific) and with Homes England.  A number of further opportunities are in process, particularly for UK Agency.  We also have a number of new opportunities for our AI-based Decision software, which is beginning to build momentum at high margins.

As at 31^st January net debt was slightly reduced, at £11,769k, down from £11,925k at 30^th September 2023. It is expected that the Company will generate operating cashflow throughout 2024 and beyond and with limited further restructuring required and no material Capex forecast the business should naturally deliver and emerge with a much stronger balance sheet.  In order to not place undue strain on the Company’s working capital in the short term the Company announces that it has increased its existing loan facility (“the Loan Facility”) with the Company’s two lenders, DSC Investment Holdings Limited and Lombard Odier Asset Management (Europe) Limited* (jointly, “the Lenders”) by £566,500, taking the total facility to £9,766,500.

Strategic Review

The Lenders remain extremely supportive of the business, its improving operating performance  and strong prospect list, but have requested that as the Company’s expected recovery materialises throughout 2024, it should seek to refinance the Loan Facility, which was originally provided on a short-term interim basis in August 2019, with a more appropriate longer term capital base. The Company has invested significantly in broadening its geographic and technical capabilities to best serve the increasingly globalised demands of its customer base for cost effective solutions underpinned by technical insight and measurable return on marketing spend.  In order to continue to build on this platform and reflecting the Lenders desire to see the business recapitalised, the Company will explore all strategic options, including a possible sale of the Company as it continues to recover its profitability to ensure that its client service can be delivered and that the ongoing support of the Loan Facility can be repaid.   

As the Company is subject to the City Code and one of the possible outcomes of the strategic review is a sale of the Company, it is considered to be in an "offer period" as defined in the City Code, and the dealing disclosure requirements as set out further below will apply.

The Company confirms that is not in receipt of any approach, nor in discussions with any potential offeror, at the date of this announcement.

Board Changes

Under the revised loan agreement each lender has the right to appoint two directors to the Board.  Lombard Odier has requested that Henry Turcan and Rob Giles be appointed. DSC has requested that David Beck be appointed as a director. These appointments are subject to the usual regulatory due diligence and are expected to join the board as soon as this process is complete. A further announcement will be made in due course.  As part of the board restructuring Philip Hanson will resign with immediate effect but will continue to support the Company in an advisory capacity with the benefit of his strong industry background and networks. The board would like to thank Philip for his valued contribution and service to the Company as a director. The Company intends to appoint an additional independent non-executive director as and when appropriate.

Related party transaction

The additional capital being lent by the Lenders is being provided on the same terms as the existing Loan Facility.  As each of the Lenders, being DSC Investment Holdings Limited (“DSC" and Lombard Odier Asset Management (Europe) Limited (“Lombard Odier”), are considered related parties because of their respective shareholdings in the Company, the provision of this capital by entities associated with each of them is deemed to comprise related party transactions for the purposes of Rule 13 of the AIM Rules for Companies. The Independent Director (being Andrew Fryatt) considers, having consulted with the Company's nominated adviser, SPARK Advisory Partners Limited, that the terms of the transaction are fair and reasonable insofar as the Company's shareholders are concerned.

*acting in its capacity as discretionary investment manager or sub-adviser for and on behalf of certain funds and accounts managed by it and/or as agent of Lombard Odier Asset Management (USA) Corp (LOAM USA) acting in its capacity as discretionary investment manager for and on behalf of certain funds and accounts managed by it (“Lombard Odier”).

For any further enquiries, please contact:

For further information on the Company, please visit www.jaywing.com or contact:

Jaywing plc

Christopher Hughes (Company Secretary)

T: +44 (0)333 370 6500