7th May 2008 07:01
Numis Corporation PLC07 May 2008 EMBARGOED FOR RELEASE 7:00 am Wednesday 7 May 2008 Numis Corporation Plc Interim Results for the six months ended 31 March 2008 Numis Corporation Plc ("Numis") today announces interim results for the sixmonths ended 31 March 2008. Numis is the holding company of Numis SecuritiesLimited, the independent investment banking and broking business. Financial Highlights and comparison with the same period last year • Profit before tax £16.1m (2007: £18.1m) • Profit after tax £14.8m (2007: £12.5m) • Earnings per share 15.0p (2007: 12.4p) • Interim dividend of 2.50p (2007: 2.00p) • Total pro-forma revenue £40.2m (2007: £40.1m, see note 2) Operational Highlights • Voted Leading Brokerage Firm for UK Small Caps in The Thomson Extel 2007 survey (UK companies less than £1bn market cap) • Institutional commission continues to grow • Corporate client base increased to 112 (September 2007: 109) • Funds raised during the period total £456m (2007: £383m) • Rapidly increasing contribution from our New York office • Strong balance sheet with net assets of £117.9m (September 2007:£109.0m) Commenting on the results, Oliver Hemsley, Chief Executive, said: "Despite the extremely challenging market conditions we remain profitable andcontinue to maintain a strong balance sheet. We are determined and committed togrowing the business in a counter-cyclical fashion and intend to exploit thevolatility in the market to attract clients and staff to Numis in order tocreate long-term value for our shareholders". Contacts:Oliver Hemsley, Chief Executive 020 7260 1256Bill Trent, CFO 020 7260 1333 Brunswick:Gill Ackers 020 7936 5382Carole Cable 020 7396 7458 PricewaterhouseCoopers LLP (Nominated Adviser):Simon Boadle 020 7583 5000Jon Raggett 020 7583 5000 CHIEF EXECUTIVE'S STATEMENT Despite extremely difficult and challenging market conditions we are pleased toreport that a creditable performance has delivered another profitable period forNumis. For the six months ended 31 March 2008 total pro-forma revenue was £40.2m(2007: £40.1m, see note 2) and profit before tax for the period was £16.1m(2007: £18.1m). Profit after tax for the period rose to £14.8m (2007: £12.5m)and earnings per share rose strongly to 15.0p (2007: 12.4p) while net assetsincreased to £117.9m (September 2007: £109.0m). Cash balances total £67.7m(September 2007: £78.4m). There can be no doubt that the deterioration in capital markets activitypresents a challenging business environment. However, our secondary markettrading business continues to generate sustained levels of income, both in theUK and US. Numis also continues to make good progress in building its businessand, whist maintaining an appropriate level of cost control, we have beensuccessful in recruiting some first class people. We are particularly pleased tonote the arrival of the first few members of our new Investment Trust team andlook forward to the development of a thriving new business in this sector. Our overarching objective of becoming recognised as one of the leadinginvestment banking and broking businesses serving institutional investors andcompanies listed in the UK is well founded and borne out by the recognitionreceived in the 2007 Thomson Extel survey where we were voted Leading BrokerageFirm for UK Stocks of less than £1bn market capitalisation. We are alsomaintaining our progress in larger stocks and now have 8 FTSE 250 corporateclients, as well as having grown significant secondary market share in manyother FTSE 250 companies where we are not broker. Our track record in investing in good quality opportunities continues togenerate value for shareholders. During the period we have crystallised asignificant profit through the IPO of Abbey Protection which generated a netgain of £8.2m after adjusting for the impact of incentive payments. Numis' focus on balance sheet strength and risk management allows us to providean excellent service to institutional and corporate clients during thesevolatile market conditions. Whilst we have avoided any exposure to the sub-primeor structured credit market, we are not immune from the challenging stock marketconditions, but we are well positioned and remain committed to building thebusiness during the downturn. Corporate Broking and Advisory The first six months of this financial year have clearly been affected bysubdued equity capital raising activity. Total equity money raised on the LSEmain and junior markets combined is 56% lower than the same period last yearwhereas our clients raised a total of £456m (2007: £383m) through 14transactions (2007: 20) and it is pleasing to note that approximately 87% (2007:50%) of these funds were raised on behalf of existing clients, reflecting thesuccess of our corporate clientele, the quality of our service and the strengthof our relationships with them. During this period our deal related fees and commissions have fallen by 33%,reflecting the significantly greater proportion of activity undertaken forexisting clients and the lower commissions available on secondary issues.Although we are disappointed by the decline in placing commissions, Numis'ability to source mandates for private placements as well as for primary andsecondary market offerings has made a real difference to our performance. Thenumber of corporate clients for whom we act has risen over the year to 112(March 2007: 104). Research, Sales and Trading Our research and execution services are recognised as being exceptional. In the2007 Thomson Extel survey, Numis was rated as the top broker overall for stocksof less than £1bn market capitalisation. Our research teams were placed 1st in 5out of 14 research sectors, were ranked in the top 3 in 10 sectors and wereranked 1st overall. Our highly rated independent analysts produce research forover 330 companies and we have a recognised capability in 13 sectors, includingaerospace & defence, building & property, engineering, fast moving consumergoods, media, metals & mining, new energy & emissions, non-life insurance,retail, speciality financials and support services, technology and travel &leisure. Our execution services continue to make a major contribution to the developmentof our reputation and the sustained performance of our institutionalcommissions. Our execution business continues to be focused on clientfacilitation, rather than generating proprietary trading profits and wasrewarded with a 1st place in the 2007 Thomson Extel survey for the second yearrunning. Having developed algorithmic and other electronic trading capabilitiesduring the course of last year we continue to invest in our execution business,in particular access to markets providing significant liquidity other than theLSE. Sales & Trading is a competitive area with pressure on commission levels fortrades in liquid stocks from electronic trading. We continue to exploit themarket for independent and well researched ideas, combined with high qualityworked execution, and our electronic trading platform to help to improveperformance for our 450+ institutional investor clients across the UK, Europeand the USA. Our New York office continues to grow its business and hasdelivered a significant contribution to our institutional commissions. Investment Business Our ability to identify and invest in exceptional growth-equity opportunities asa natural extension of our core business now provides a growing revenue streamand generates value for our shareholders. During the period we have recorded asignificant profit through the IPO of Abbey Protection which generated a netgain of £8.2m after an adjustment to reflect the related impact of incentivepayments. In addition we used the strength of our balance sheet to increase ourstake in Paternoster, the insurance company set up by Numis and Mark Wood topurchase closed final salary pension schemes. We have also made an investment inRandall & Quilter, the non-life run off insurance provider. We are also particularly excited by our joint venture in fund management withYouGov Plc and FOUR Capital Partners Ltd as we believe that this distinctiveapproach will provide attractive investment opportunities to a broad range ofinvestors. Dividend and Scrip Alternative As part of the continuing rebalancing of our dividend, the Board has approved aninterim dividend of 2.50p per share (2007: 2.00p). The dividend will be payableon 2 July 2008 to all shareholders on the register at 16 May 2008. Shareholderswill be offered the option to receive shares instead of a cash dividend, thedetails of which will be explained in a circular to accompany our interimreport. Outlook Numis has a strong balance sheet, an enviable track record, committed staff(almost 53% of shares are employee owned) and a hunger to build the business andperform in both favourable and unfavourable market conditions. Although we arenot immune to a downturn, the deteriorating economic outlook in the UK providesan excellent opportunity to advance our business. During the previous marketdownturn earlier this decade, Numis grew counter-cyclically, increasing both thenumber of corporate clients and staff. We will endeavour to use the strength ofour balance sheet and reputation to expand the business as others retrench. Oliver Hemsley Chief Executive 6 May 2008 Consolidated Income Statement UNAUDITED FOR THE 6 MONTHS ENDED 31 MARCH 2008 6 months ended 6 months ended Year ended 31 March 2008 31 March 2007 30 September 2007 Unaudited Unaudited AuditedContinuing operations Notes £'000 £'000 £'000------------------------ ----- ----------- ---------- -----------Revenue 3 26,862 37,526 85,694 Other operating income 743 1,867 1,898------------------------ ------ ----------- ---------- -----------Total revenue 27,605 39,393 87,592Administrative expenses 4 (26,568) (23,759) (54,097)------------------------ ------ ----------- ---------- -----------Operating profit 1,037 15,634 33,495 Analysed as:Operating profit beforeexceptionalnon-recurring items 1,037 17,830 35,691Exceptionalnon-recurring items 5 - (2,196) (2,196)------------------------ ------ ----------- ---------- -----------Operating profit 1,037 15,634 33,495 Share of results ofassociate 803 696 1,469Profit on disposal ofassociate 6 11,745 - -Finance income 2,559 1,942 4,121Finance costs (51) (204) (285)------------------------ ------ ----------- ---------- -----------Profit before tax 16,093 18,068 38,800 Taxation (1,289) (5,558) (11,169)------------------------ ------ ----------- ---------- -----------Profit after tax 14,804 12,510 27,631------------------------ ------ ----------- ---------- ----------- Attributable to:Equity holders of theparent 14,804 12,510 27,631------------------------ ------ ----------- ---------- ----------- Earnings per share 7Basic 15.0p 12.4p 27.5pDiluted 14.7p 12.1p 26.8p Memo - dividends paid 8 (5,137) (3,842) (5,876)------------------------ ------ ----------- ---------- ----------- Consolidated Balance Sheet UNAUDITED AS AT 31 MARCH 2008 31 March 2008 31 March 2007 30 September 2007 Unaudited Unaudited Audited Notes £'000 £'000 £'000------------------------ ----- ----------- ---------- -----------Non-current assetsProperty, plant andequipment 3,029 2,455 3,238Intangible assets 326 466 382Associate - 2,905 3,063Derivative financialinstruments 2,011 1,606 1,071Deferred tax 9a 1,348 3,340 1,840------------------------- ------ ---------- ---------- ----------- 6,714 10,772 9,594Current assetsTrade and otherreceivables 9b 97,848 134,763 155,355Trading investments 9c 46,866 38,075 38,106Stock borrowingcollateral 9d 5,865 27,574 8,605Derivative financialinstruments 6,144 2,765 4,000Cash and cashequivalents 67,708 65,807 78,397------------------------- ------ ---------- ---------- ----------- 224,431 268,984 284,463Current liabilitiesTrade and otherpayables 9b (104,884) (155,725) (169,089)Financial liabilities (4,205) (7,821) (8,237)Provisions (1,589) - (2,377)Current income tax (1,448) (5,460) (3,391)------------------------- ------ ---------- ---------- ----------- (112,126) (169,006) (183,094) Net current assets 112,305 99,978 101,369------------------------- ------ ---------- ---------- ----------- Non-current liabilitiesProvisions (1,080) (4,471) (1,927)------------------------- ------ ---------- ---------- ----------- Net assets 117,939 106,279 109,036------------------------- ------ ---------- ---------- ----------- EquityShare capital 5,368 5,313 5,324Share premium account 24,365 21,690 22,376Capital reserve 315 157 294Retained profits 87,891 79,119 81,042------------------------- ------ ---------- ---------- ----------- Equity attributable toequity holders of theparent 117,939 106,279 109,036------------------------- ------ ---------- ---------- ----------- Consolidated Statement of Changes in EquityUNAUDITED FOR THE 6 MONTHS ENDED 31 MARCH 2008 Share Share Capital Retained Total capital premium reserve profits £'000 £'000 £'000 £'000 £'000 -------------------- -------- -------- -------- -------- --------Attributable to equity holdersof 5,295 20,727 68 67,481 93,571the parent at 1 October 2006 New shares 18 963 - - 981Profit after tax 12,510 12,510Dividends paid (3,842) (3,842)Items related to share basedpayments 336 336Exchange differences ontranslation 89 - 89of foreign operationsMovement in respect ofemployee 2,634 2,634share plans -------- -------- -------- -------- ----------------------------Attributable to equity holdersof 5,313 21,690 157 79,119 106,279the parent at 31 March 2007 -------- -------- -------- -------- ---------------------------- Attributable to equityholders of 5,295 20,727 68 67,481 93,571the parent at 1 October 2006 New shares 29 1,649 - - 1,678Profit after tax 27,631 27,631Dividends paid (5,876) (5,876)Items related to share basedpayments 100 100Exchange differences ontranslation 125 - 125of foreign operationsMovement in respect ofemployee 101 (8,118) (8,017)share plansOther (176) (176)-------------------- -------- -------- -------- -------- --------Attributable to equityholders of 5,324 22,376 294 81,042 109,036the parent at 30 September -------- -------- -------- -------- --------2007-------------------- Attributable to equityholders of 5,324 22,376 294 81,042 109,036the parent at 1 October 2007 New shares 44 1,989 - - 2,033Profit after tax 14,804 14,804Dividends paid (5,137) (5,137)Items related to share basedpayments (633) (633)Exchange differences ontranslation (28) - (28)of foreign operationsMovement in respect ofemployee 49 (2,185) (2,136)share plans -------- -------- -------- -------- ----------------------------Attributable to equityholders of 5,368 24,365 315 87,891 117,939the parent at 31 March 2008 -------- -------- -------- -------- ---------------------------- Consolidated Cash Flow Statement UNAUDITED FOR THE 6 MONTHS ENDED 31 MARCH 2008 6 months ended 6 months ended Year ended 31 March 2008 31 March 2007 30 September 2007 Unaudited Unaudited Audited Notes £'000 £'000 £'000------------------------ ------ ----------- ---------- -----------Cash flows fromoperating activities 10 (10,531) (4,465) 26,024Interest paid (51) (2) (285)Taxation paid (3,374) (2,209) (9,140)------------------------ ------ ----------- ---------- -----------Net cash (used in) /from operatingactivities (13,956) (6,676) 16,599 Investing activitiesPurchase of property,plant and equipment (180) (1,976) (3,097)Purchase of intangibleassets (69) (56) (197)Interest received 2,242 1,942 4,121Proceeds from disposalof associate 7,170 - -Dividends received fromassociate 1,235 - 615------------------------ ------ ----------- ---------- -----------Net cash from / (usedin) investing activities 10,398 (90) 1,442 Financing activitiesMovement in respect theEmployee Benefit Trust* (4,028) 535 (10,345)Dividends paid (3,103) (2,861) (4,198)------------------------ ------ ----------- ---------- -----------Net cash used infinancing (7,131) (2,326) (14,543)------------------------ ------ ----------- ---------- -----------Net movement in cashand cash equivalents (10,689) (9,092) 3,498------------------------ ------ ----------- ---------- ----------- Opening cash and cashequivalents 78,397 74,899 74,899Net movement in cashand cash equivalents (10,689) (9,092) 3,498------------------------ ------ ----------- ---------- -----------Closing cash and cashequivalents 67,708 65,807 78,397------------------------ ------ ----------- ---------- ----------- * In the six months to 31 March 2008 the Group effected purchases through theEmployee Benefit Trust of £4,283,000 and collected receipts from employees of £240,000 in relation to future prospective Employee BenefitTrust purchases. The total cash distribution to equity holders of the parent in the six month period ending 31 March 2008 was£9,420,000, being the dividend paid during the period plus the above purchase of shares through the Employee Benefit Trust. Notes to the Financial Statements 1. Basis of preparation The consolidated financial information contained within these financialstatements is unaudited and does not constitute statutory accounts within themeaning of Section 240 on the Companies Act 1985. The statutory accounts for theyear ended 30 September 2007, which were prepared in accordance withInternational Financial Reporting Standards, as endorsed by the European Union('IFRS'), and with those parts of the Companies Act 1985 applicable to companiesreporting under IFRS, have been delivered to the Registrar of Companies andincluded the report of the auditors which was unqualified. The preparation of the interim financial statements requires the use ofestimates and assumptions that affect the reported amounts of assets andliabilities at the date of the financial statements and the reported amounts ofrevenues and expenses during the reporting period. The significant judgementsand estimates applied by the Group in these interim financial statements havebeen applied on a consistent basis with the statutory accounts for the yearended 30 September 2007. Although these estimates are based on management's bestknowledge of the amount, event or actions, actual results ultimately may differfrom those of estimates. The accounting policies applied in these interim financial statements are thesame as those published in the Group's statutory accounts for the year ended 30September 2007 with the addition of the following new standards: IFRS 7 "Financial Instruments : Disclosures" has been adopted by the Group,however as these interim financial statements contain only condensed financialstatements full IFRS 7 disclosures are not required. The relevant IFRS 7disclosures will be given in the Group's statutory accounts for the year ended30 September 2008. 2. Additional segmental analysis The analysis below sets out the revenue performance and net asset split betweenour core investment banking & broking business and our investing activities inaccordance with the way in which these activities are reported internally tomanagement. 6 months ended 6 months ended Year ended 31 March 2008 31 March 2007 30 September 2007 Unaudited Unaudited Audited £'000 £'000 £'000--------------------------- --------- --------- --------- Net institutional revenues 13,222 18,339 32,790Total corporatetransaction revenues 11,607 17,220 49,074Corporate retainers 2,033 1,967 3,830--------------------------- --------- --------- ---------Revenue from InvestmentBanking & Broking (seenote 3) 26,862 37,526 85,694 Investment income 743 1,867 1,898Share of associate 803 696 1,469Profit on disposal ofassociate 11,745 - ------------------- --------- --------- ---------Contribution fromInvesting Activities 13,291 2,563 3,367------------------ --------- --------- ---------Total pro-forma revenue 40,153 40,089 89,061---------------- --------- --------- ---------Net AssetsInvesting Activities 36,637 23,619 23,801Investment Banking &Broking 13,594 16,853 6,838Cash 67,708 65,807 78,397------------- --------- --------- ---------Total net assets 117,939 106,279 109,036------------- --------- --------- --------- 3. Revenue 6 months ended 6 months ended Year ended 31 March 2008 31 March 2007 30 September 2007 Unaudited Unaudited Audited £'000 £'000 £'000--------------------------- ----------- ----------- -----------Net trading gains/(losses) (960) 5,294 5,145Institutional commissions 14,182 13,045 27,645Corporate retainers 2,033 1,967 3,830Deal fees 2,910 7,049 15,461Placing commissions 8,697 10,171 33,613--------------------------- ----------- ----------- ----------- 26,862 37,526 85,694 --------------------------- ----------- ----------- ----------- 4. Administrative expenses 6 months ended 6 months ended Year ended 31 March 2008 31 March 2007 30 September 2007 Unaudited Unaudited Audited £'000 £'000 £'000--------------------------- ----------- ----------- -----------Staff costs (excludingincentive payments) 10,231 9,352 19,660Non-staff costs 9,683 8,388 20,292Incentive payments 6,654 6,019 14,145--------------------------- ----------- ----------- ----------- 26,568 23,759 54,097--------------------------- ----------- ----------- ----------- In the 6 months ended 31 March 2007, bonuses were accrued at the rate of 30% ofprofits before bonus, investment income and tax. In the 6 months ended 31 March2008 they have been accrued at 30% of profits before bonus and tax to reflectthe development of investing activities as a separate line of business andNumis' revised bonus policy. 5. Exceptional non-recurring items 6 months ended 6 months ended Year ended 31 March 2008 31 March 2007 30 September 2007 Unaudited Unaudited Audited £'000 £'000 £'000--------------------------- ----------- ----------- ----------- Non-recurring propertycosts - (2,196) (2,196) Non-recurring property costs comprise costs associated with the exit from ourprevious principal office at 138 Cheapside, London EC2 in March 2007 and areincluded within administrative expenses on the face of the consolidated incomestatement. 6. Profit on disposal of associate 6 months ended 6 months ended Year ended 31 March 2008 31 March 2007 30 September 2007 Unaudited Unaudited Audited £'000 £'000 £'000 --------------------------- ----------- ----------- -----------Gain on disposal ofassociate 11,781 - -Disposal expenses(comprising charges) (36) - ---------------------------- ----------- ----------- ----------- 11,745 - - --------------------------- ----------- ----------- ----------- The profit on disposal of associate relates to the reduction of the Group'sholding in Abbey Protection Group Limited from 29.41% to 13.10% following theIPO of Abbey Protection Group Limited on 29 November 2007. Gains and lossesarising on the reduced holding subsequent to the IPO are included within otheroperating income on the face of the consolidated income statement. The gain ondisposal is exempt from tax under substantial shareholdings relief. 7. Earnings per share Basic earnings per share is calculated on profit after tax of £14,804,000 (2007:£12,510,000) and 98,794,084 (2007: 100,517,561) ordinary shares being theweighted average number of ordinary shares in issue during the period. Dilutedearnings per share assumes that options outstanding at the end of the financialperiod were exercised at the beginning of the period for options where theexercise price was less than the average price of the shares during the period. 6 months ended 6 months ended Year ended 31 March 2008 31 March 2007 30 September 2007 Unaudited Unaudited Audited £'000 £'000 £'000--------------------------- ----------- ----------- -----------Weighted average number ofordinary shares in issueduring the period - basic 98,794 100,518 100,390Effect of options overordinary shares 1,854 3,091 2,713--------------------------- ----------- ----------- -----------Diluted number of ordinaryshares 100,648 103,609 103,103--------------------------- ----------- ----------- ----------- 8. Dividends 6 months ended 6 months ended Year ended 31 March 2008 31 March 2007 30 September 2007 Unaudited Unaudited Audited £'000 £'000 £'000--------------------------- ---------- ----------- ------------Final dividend year ended30 September 2006 (3.75p) 3,842 3,842Interim dividend yearended 30 September 2007(2.00p) 2,034Final dividend year ended30 September 2007 (5.00p) 5,137--------------------------- ---------- ----------- ------------Distribution to equityholders of the parent 5,137 3,842 5,876--------------------------- ---------- ----------- ------------ The board declares the payment of an interim dividend of 2.50p per share,£2,482,000 (2007: 2.00p per share). The dividend will be payable on 2 July 2008to all shareholders on the register on 16 May 2008. These financial statementsdo not reflect this dividend payable. 9. Balance sheet items (a) Deferred tax Deferred tax is provided in full on all taxable and deductible temporarydifferences at the balance sheet date between the tax bases of assets andliabilities and their carrying amounts for financial reporting purposes. Duringthe period a reduction of £567,000 in the deferred tax asset balance recognisedat 30 September 2007 has arisen in respect of the tax impact of future potentialgains on outstanding unexercised options granted to directors and employees toacquire ordinary shares in Numis Corporation plc. (b) Trade and other receivables and Trade and other payables Trade and other receivables and Trade and other payables principally compriseamounts due from and due to clients, brokers and other counterparties. Suchamounts represent unsettled sold and unsettled purchased securities transactionsand are stated gross. (c) Trading investments In the six months to 31 March 2008 the Group acquired 4,000,000 shares inRandall & Quilter, an AIM listed company, at the listing price of £1.25 pershare. In addition, the reduction of the Group's holding in Abbey ProtectionGroup Limited from 29.41% to 13.10% following the IPO of Abbey Protection GroupLimited on 29 November 2007 resulted in a residual holding of 13,101,834 sharesat that time at the listing price of 55p which are included within tradinginvestments. (d) Stock borrowing collateral The Group enters stock borrowing arrangements with certain institutions whichare entered into on a collateralised basis with securities or cash advanced orreceived as collateral. Under such arrangements a security is purchased with acommitment to return it at a future date at an agreed price. The securitiespurchased are not recognised on the balance sheet and the transaction is treatedas a secured loan made for the purchase price. Where cash has been used toeffect the purchase, the purchase is recorded as stock borrowing collateral onthe balance sheet. The balance as at 31 March 2007 includes £19,631,000 relatedto a specific individual transaction entered into on 28 March 2007 and settledin full on 2 April 2007 at which time the level of collateral reduced to£8,025,000. 10. Reconciliation of operating profit to net cash inflow from operatingactivities 6 months ended 6 months ended Year ended 31 March 2008 31 March 2007 30 September 2007 Unaudited Unaudited Audited £'000 £'000 £'000--------------------------- ---------- ----------- ------------Operating profit 1,037 15,634 33,495Impairment of property,plant and equipment - 511 553Depreciation charge onproperty, plant andequipment 389 297 681Amortisation of intangibleassets 125 105 229Share based payments (1,635) 1,264 1,097(Increase)/decrease incurrent asset tradinginvestments (1,554) (11,482) (13,910)Decrease/(increase) intrade and otherreceivables 59,118 15,202 (4,584)Decrease/(increase) incollateral 2,740 (19,515) (546)(Decrease)/increase intrade and other payablesand provisions (68,237) (4,782) 11,395(Increase) in derivatives (3,084) (1,699) (2,399)Other non-cash movements 570 - 13--------------------------- ----------- ----------- ------------Net cash from operatingactivities (10,531) (4,465) 26,024--------------------------- ----------- ----------- ------------ For the 6 months ended 31 March 2008 the movement in trade and other receivablesand trade and other payables and provisions is principally due to movements inamounts due from and due to clients, brokers and other counterparties. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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