Preliminary Results

27 June 2017

OneView Group plc

("OneView" or the "Company")

Unaudited Results Statement for the Year ended 31 March 2017 and Directorate Change

OneView Group (AIM: ONEV), one of the retail industry's leading digital transformation software providers for in-store customer service, presents its results for the year ended 31 March 2017.

Financial Highlights

· Revenue of $3.13m (FY16: $8.11m)

· Loss before tax of $3.4m (FY16: loss of $3.17m)

· Basic loss per share of $0.01 (FY16: $0.01)

· Cash and cash equivalents of $0.53m at 31 March 2017 ($2.67m at 31 March 2016)

Operational Highlights including post year end

· Digital store point of sale live in first Wickes store

· Launched cloud hosting service during year closing three customers including multi-million dollar cloud-based hosting agreement with Discount Tire

· Integrated Inventory Management solution with IBM's Watson Commerce Insights 

· Growing pipeline

· Appointment of Michael Jackson as Non-Executive Chairman

Fundraising and Debt Restructuring

· Fundraising of £3.9m at a share price of 1.5p, announced separately today

· The current debt holders have agreed to convert the full $4.00m of debt into Ordinary Shares at a placing price of 1.5p, also announced today.

Directorate Change

The Company also announces that Richard Abraham will be stepping down from his role as Non-Executive Chairman with effect from the successful completion of the fundraising following Company's General Meeting to approve the placing. Richard will remain on the board as Non-Executive Director. The Board would like to thank Richard for his valued contribution as Non-Executive Chairman, and looks forward to continue this relationship with him in his capacity as Non-Executive Director.

The Company is pleased to announce the appointment of Michael Jackson as Non-Executive Chairman at the time Richard steps down as Chairman. Michael has over 35 years' experience in investing in the public markets and working with public companies. Previously he was Director and Chairman of The Sage Group plc and also Chairman of PartyGaming plc, both FTSE 100 companies. Michael founded Elderstreet, the venture capital firm specializing in early stage technology funding.

Disclosures required regarding Michael's appointment pursuant to Schedule Two paragraph (g) of the AIM Rules for Companies can be found in Note 11 of the preliminary results below.

Stuart Mitchell, CEO of OneView, commented:

"We released our solutions to the market in January 2014 and in three and a half years have made great strides with the product and gained market acceptance by winning business from a number of important retailers globally. Consequently, we are seeing a lot of market interest in our offering and our pipeline is growing. We believe this positions us well to deliver improved returns to our shareholders in the coming years and view the future with confidence."

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CHIEF EXECUTIVE'S REPORT

Our first year on the AIM market has seen good progress in a number of areas but it has not been without its challenges. We made great strides with the product going live at Wickes and have developed a new business stream with our cloud hosting solutions that we have already sold to three customers. However, our financial results were disappointing, principally as the result of order intake being below expectations. I am pleased to say that, despite this, revenues in the second half of the financial year were considerably improved over the first half and our pipeline of new business is much stronger than it was this time last year. We are therefore anticipating a better performance in the year to March 2018.

When we started developing our digital store platform back in 2012 our vision was to provide retailers with disruptive cloud-based technology to deliver a modern, engaging shopping experience in the store. Online channels were growing rapidly and if bricks and mortar didn't adapt, the retailer was likely to fail. It was our view that the new platform must deliver an omni-channel experience, treating customers the same across all shopping channels, it had to be mobile allowing the store associate to engage with customers using either a hand-held device but could also support the fixed register in the store and it must be delivered in the cloud.

I am delighted to say that our platform and the solutions we have developed today have achieved all these objectives. We have a point of sale (POS) solution that is integrated out of the box with the retailer's e-commerce site and the POS can run on hand-held devices or fixed tills. However, to be truly omni-channel the retailer needs a real-time view of inventory across the store estate. OneView has developed a first of its kind real-time cloud-based Enterprise Store Inventory solution giving us a competitive edge against the legacy offerings of our peers.

Cloud delivery gives us the opportunity to host our customer's solutions and sell into smaller store estates with a Software as a Service ("SaaS") model. Two of our early on premise licence customers, Discount Tire and Travis Perkins, contracted with us to host their solutions this year and a new customer, Molton Brown demonstrates the appeal and relevance of our offering to smaller store estates. The cloud delivery feature and full functionality of the solutions today enables us to get such retailers live in just a few months. Hosting is an important new and incremental revenue stream and accelerates the growth of total recurring revenues, which are today $2.9m annually (31 March 2016: $0.4m).

We operate within a very large global marketplace, presenting enormous opportunity. Retail consultancy IHL Group in a report issued last November stated that the POS software market is forecast to eclipse $4bn in annual sales by 2020 as retailers race to update store applications to serve the technology driven consumer. We are confident that we are well placed to win a meaningful share of this business with our modern and agile platform that enables the retailer to respond quickly to changes in the market and deliver a high-level shopping experience to consumers.

Operations

Our 2017 focus was on further developing our products. This involved both building out features and functions and the infrastructure environment to support hosting, and our customer implementations.

Good progress was made during the period and we are operating live at Wickes now with the plan to extend the rollout to all stores before the end of our financial year. Molton Brown, signed in October 2016, is expected to be a very quick implementation with a plan to go live in its full store estate by the end of this summer, a testament to the market readiness of the product. We intend Discount Tire to pilot by the end of 2017 and roll out to its over 900 store estate in calendar 2018.

Financial

Revenues declined from $8.11m in the year to 31 March 31 2016 to $3.13m in the current year. This was principally due to order intake during the year being below our internal targets. Our prospects have historically tended to be large retailers that have long sales cycles and forecasting the timing of their purchase decisions is difficult. As the product has matured we have been able to include mid-size retailers in our target market and during the second half of the year we began to gain momentum in that space with Molton Brown and others now in the pipeline.

The revenue decline resulted in a total loss from continuing operations of $3.08m (2016: Loss $2.99m) and interest expense on higher borrowings increased to $0.32m (2016: $0.18m) leading to a loss before taxation of $3.40m (2016: Loss $3.17m). A tax credit of $0.01m and an exchange loss on translation of foreign subsidiaries of $0.01m were recognized (2016: tax credit $0.03m) producing a total loss for the year of $3.40m. (2016: Loss $3.14m).

There was a net cash outflow from operating activities of $1.36m (2016: $2.79m outflow) and net cash used in investing activities was $3.41m (2016: Nil) being principally the capitalisation of software development costs. No software development costs were capitalised in 2016 as the capitalisation criteria in IAS 38 were not met.

These cash outflows were funded by a decrease in cash of $2.14m with the balance at 31 March 2017 being $0.53m (2016: Cash $2.67m) and an increase in debt of $2.76m from $1.24m at 31 March 2016 to $4.00m at this year-end.

Fund raising

The Company has long been undercapitalised which has held back growth as the business is underinvested in a number of areas but particularly sales and marketing. As a consequence we announced, at the end of February, the intention to embark upon an equity fund raising and contingent on the success of the fundraise the holders of the $4.0m debt have agreed to convert their loans into ordinary shares at the same share price as the equity fund raise.

We have today separately announced a a proposed fundraising of £3.9m to be satisfied by the issue of new ordinary shares. £2.82 million of the new equity raised will require approval at a General Meeting of shareholders. The company has received irrevocable undertakings to vote in favour of the resolution from the beneficial owners of 65.5% of the current ordinary share capital. Contingent on the finalisation of the fundraising, the debt providers have agreed to convert the and the $4.0m of debt loans outstanding at 31 March 2017 into Ordinary Shares at the placing price of1.5p per new Ordinary Share.

Appointment of Chairman and Board Changes

The appointment of Michael Jackson as Non-Executive Chairman of OneView has also been announced separately today. Michael has substantial experience both in technology and capital markets having, among other roles, been Chairman of The Sage Group plc from 1987 until 2006. Michael succeeds Richard Abraham who has served as Non-Executive Chairman of OneView since 2011. Richard remains with OneView as a Non-Executive director.

Thanks

I would like to thank all our staff for their passion, hard work, and dedication. My thanks also go to the Board and the two debt providers, Lane Capital and Hawk Investments for all their support.

Outlook

We released our solutions to the market in January 2014 and in three and a half years have made great strides with the product and gained market acceptance by winning business from a number of important retailers globally. Consequently, we are seeing a lot of market interest in our offering and the pipeline is growing. We believe this positions us well to deliver improved returns to shareholders in the coming years and view the future with confidence.

ONEVIEW GROUP PLC

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the year ended 31 March 2017

ONEVIEW GROUP PLC

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

At 31 March 2017

ONEVIEW GROUP PLC

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY

For the year ended 31 March 2017

CONSOLIDATED STATEMENT OF CASH FLOWS

For the year ended 31 March 2017

ONEVIEW GROUP PLC

Preliminary Announcement of the unaudited financial statements for the year ended 31 March 2017

1. Accounting Policies

Basis of preparation

The Group's Consolidated Financial Statements have been prepared in accordance with International Financial Reporting Standards, International Accounting Standards (IAS) and Interpretations (collectively "IFRS") issued by the International Accounting Standards Board as adopted by the European Union and with those parts of the Companies Act 2006 applicable to companies preparing their financial statements under IFRS. They have been prepared on the historical cost basis. The Group Financial Statements have been prepared on a going concern basis which assumes that the placing proceeds successfully and the outstanding loans are converted to equity.

While the financial information included in this preliminary announcement has been prepared in accordance with the recognition and measurement criteria of IFRS, this announcement does not itself contain sufficient information to comply with IFRS. The Group expects to publish full financial statements that comply with IFRS in August 2017.

Various new standards, interpretations and amendments have become effective since 1 April 2016, but have had no material effect on the financial statements.

2. Segment Information

During the year the Group operated in the following main business segments:

OneView Commerce Licensing of software and providing the related consulting, support and other services related to the software sold; and

Unallocated central costs The provision of Group-wide support services including finance to the other business segment within the Group.

These segments were considered on the basis of different products and services.

Geographical information

3. Exceptional items

Exceptional items arising in the prior year are for the professional fees incurred relating to the reverse takeover. The exceptional costs incurred are shown below:

4. Taxation

The reasons for the difference between the actual tax charge for the year and the standard rate of corporation tax in the United Kingdom applied to the result for the year are as follows:

5. Loss per ordinary share

Basic loss per ordinary share is calculated using the weighted average number of ordinary shares in issue during the financial year of 348,329,592 (31 March 2016: 250,701,971). Diluted loss per ordinary share is calculated with reference to 348,329,592 (31 March 2016: 250,701,971) ordinary shares. The weighted average number of ordinary shares in the prior year has been calculated using the share exchange ratio (74.82), further details are shown in Note 7. The effect of the exercise of options on the weighted average number of ordinary shares in issue is 748,211 (31 March 2016: nil).

At 31 March 2017, the Armour Employees' Share Trust held 3,424,000 ordinary shares. The weighted average number of ordinary shares held by the Armour Employees' Share Trust during the year of 3,424,000 is not included in either the weighted average, or diluted weighted average, ordinary shares in issue during the financial year.

Underlying loss per ordinary share is also shown calculated by reference to loss before exceptional items. The Directors consider that this gives a useful additional indication of underlying performance. It should be noted that the term "underlying" is not defined under IFRS and may not therefore be comparable with similarly titled profit measures reported by other entities.

6. Dividend

The Board did not recommend a dividend for the year ended 31 March 2016 and has not recommended a final dividend for the year ended 31 March 2017.

7. Share capital

The above analysis of the movements in share capital in the prior period reflects the initial share capital of OneView Commerce Inc. subsequently adjusted for the reverse transaction and the issue of shares. At the date of the acquisition there were 74,658,621 ordinary shares in issue, 276,346,760 ordinary shares were issued in consideration for the full share capital of OneView Commerce Inc. The share exchange ratio used was 74.82. Prior to the acquisition, the Company proposed a tender offer to repurchase 22,392,875 ordinary shares at 5p. This was fully subscribed and the shares were repurchased and subsequently cancelled.

The holders of ordinary shares of 1p each are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the Company. All the ordinary shares of 1p each rank equally with regard to the Company's residual assets.

8. Net cash flow from operations

* EBITDA is defined as the (loss)/profit before interest, taxation, depreciation, amortisation and share-based payments

9. Publication of non-statutory accounts

The financial information for the year ended 31 March 2017 is unaudited and the auditors' report thereon will be finalised subject to confirmation of the basis of preparation as detailed in Note 1. The financial information for the year ended 31 March 2017 and the year ended 31 March 2016 does not constitute the Company's accounts for those years.

Statutory accounts for the year ended 31 March 2016 have been delivered to the Registrar of Companies. The auditors' report on those accounts was unqualified, did not draw attention to any matters by way of emphasis, and did not contain a statement under 498(2) or 498(3) of the Companies Act 2006. The financial information for the year ended 31 March 2017 is unaudited. The statutory accounts for that year will be delivered to the Registrar of Companies following the Company's Annual General Meeting.

The full audited financial statements of OneView Group plc for the period ended 31 March 2017 are expected to be posted to shareholders by the 4 August 2017 and will be available to the public at the Company's registered office, Suite 25, 6-8 Revenge Road, Lordswood, Chatham, Kent, ME5 8UD and available to view on the Company's website at www.oneviewcommerce.com from that date.

10. Annual General Meeting

The Annual General Meeting will be held at the offices of Newgate Communications Ltd, Sky Light City Tower, 50 Basinghall Street, London, EC2V 5DE on Wednesday 6 September 2017 at 12.00 noon.

11. Regulatory Disclosures for Michael Jackson

The following disclosures are required regarding Michael's appointment pursuant to Schedule Two paragraph (g) of the AIM Rules for Companies:

Full Name: Michael Edward Wilson Jackson

Age: 67

In addition, the following companies have been liquidated within 12 months of Michael Jackson's ceasing to be a board member:

· Wimbledon 123 Limited (Voluntary Liquidation)

· Elderstreet Ballater Limited (Voluntary Liquidation)

· E-Trader Group Limited (Creditors Voluntary Liquidation)

· B & F Management Limited (Voluntary Liquidation)

Michael has no shareholding in the Company.

No further disclosure is required under AIM Rule 17 and Schedule Two paragraph (g) of the AIM Rules for Companies with respect to Michael Jackson.