TIDMPRO
RNS Number : 4416N
Progressive Digital Media Group PLC
28 July 2014
28 July 2014
Progressive Digital Media Group Plc
Unaudited Interim Report For The Six Months Ended 30 June
2014
"Good progress, improved synergies and continued investment"
Progressive Digital Media Group Plc ('the Group') enables
organisations to gain competitive advantage by providing unique,
high quality business information and services across multiple
platforms.
Highlights
Good progress, continued investment and the acquisition of both
Pyramid Research and Current Analysis Inc.
Key achievements in the six months
-- Business Intelligence continues to grow
-- Revenue and earnings growth across multiple channels
-- Pyramid Research (completed 1 January 2014), integrated and build-out on schedule
-- Agreement to acquire Current Analysis Inc (7 July 2014)
-- New banking facilities agreed to support future growth
Financial performances
-- Adjusted EBITDA (1) increased by 7.0% to GBP5.9m (June 2013: GBP5.5m)
-- Adjusted EBITDA Margin (1) improved to 19.5% (June 2013: 19.2%)
-- Investment in Pyramid and adverse exchange movements impacted EBITDA (2) by (GBP0.8m)
-- EBITDA (2) inclusive of share based payment charge of GBP3.0m
decreased by 66.6% to GBP1.6m (June 2013: GBP4.9m)
-- Group revenue increased by 8.1% to GBP30.7m (June 2013: GBP28.4m)
-- Deferred Revenue increased by GBP2.8m to GBP16.2m (June 2013: GBP13.4m)
Our business
-- Premium business information services
-- A strong and scalable asset base
-- Significant contracted and visible revenue streams
-- Globally exploitable business model
-- High gross margin product
Mike Danson, Chairman of Progressive Digital Media Group Plc,
commented:
"Our first half results reflect the continuing investment in our
products, our platforms and our sales infrastructure. Moreover, we
have accelerated our investment in Pyramid Research which impacted
upon the Group's reported first half earnings. However, as
disclosed at the time of the acquisition, we do expect Pyramid to
normalise into the second half of this year and be profit
accretive."
Note 1: Adjusted EBITDA: Earnings before interest, tax,
depreciation and amortisation, impairment, share based payment
charge, adjusted for the results of the acquisition of Pyramid
Research, costs associated with derivatives, acquisition,
integration and restructure of the Group. Adjusted EBITDA margin is
defined as: Adjusted EBITDA as a percentage of revenue, adjusted
for the acquisition of Pyramid Research.
Note 2: EBITDA: Earnings before interest, tax, depreciation,
amortisation and includes a share based payment charge of GBP3.0m
(June 2013: GBP0.4m).
Enquiries:
Progressive Digital Media Group Plc 0207 936 6400
Mike Danson, Chairman
Simon Pyper, Chief Executive
N+1 Singer 0207 496 3000
James Maxwell
Nick Donovan
Hudson Sandler 0207 796 4133
Michael Sandler
CHAIRMAN'S STATEMENT
Our first half results reflect the continuing investment in our
products, our platforms and our sales infrastructure. Moreover, we
have accelerated our investment in Pyramid Research which impacted
upon the Group's reported first half earnings. However, as
disclosed at the time of the acquisition, we do expect Pyramid to
normalise into the second half of this year and be profit
accretive.
The acquisition of both Pyramid Research and Current Analysis
(expected to complete on or before 31 July) coupled with our
existing offering means that the Group is well positioned to become
a leading provider of premium, subscription based business
information to the Information and Communication Technology (ICT)
industry. Additionally, the combination of Current Analysis and
Pyramid's proposition and positioning should complement each other
and present significant opportunities for product synergies and
growth.
I am optimistic that Current Analysis, along with our other
businesses, will significantly advance our position in the Global
ICT vertical. Furthermore, the acquisition of Current Analysis
brings with it critical management and operational infrastructure
in the key U.S. market, which should in time facilitate further
growth.
Our consumer proposition, led by Canadean, continues to make
progress; securing new client wins both domestically and abroad.
Outside of the European and North American markets, renewals and
new business wins do tend to be biased towards the second half of
the year matching the budgetary cycle of our clients. Looking
ahead, we will continue to invest in content, content delivery and
analyst coverage and will be making further improvements to our
offering (via additional sectors) during the remainder of the year
and into 2015.
The recent acquisitions will also increase the Group's exposure
to exchange rate movements as the mix of US dollar denominated
revenues increases by circa 10% to 35%. Thus far, growth has
largely compensated for unfavourable exchange rate movements,
although when adjusting on a constant currency basis our first half
earnings (EBITDA) would have been circa GBP0.8m higher than those
reported. Looking ahead, if exchange rates remain as they are, we
should expect a similar impact to second half earnings.
Group performance
Group revenues from continuing operations increased by 8.1% to
GBP30.7m (June 2013: GBP28.4m).
Business Intelligence which is focused on the Consumer and ICT
markets, accounts for 57.9% of Group revenues and grew by 9.1% in
the first half. On an annualised basis the acquisition of Pyramid
and Current Analysis should increase the Group's mix of Business
Intelligence revenues by circa 7%.
Adjusted EBITDA, which includes GBP0.2m of exchange losses, grew
7.0% to GBP5.9m (June 2013: GBP5.5m), with Adjusted EBITDA margin
increasing by 0.3% to 19.5% (June 2013: 19.2%).
Profit before tax decreased by GBP3.4m to GBP0.2m (June 2013:
GBP3.6m), which is after a GBP3.0m non-cash charge for share based
payments following the award of additional share options under the
long term inventive plan ("LTIP") for senior management first
introduced in January 2011 (June 2013: GBP0.4m).
Financial review
Deferred revenue rose by 21.3% to GBP16.2m (June 2013:
GBP13.4m).
Adjusted EBITDA margin rose 0.3% to 19.5%. Investment in Pyramid
Research reduced the Group's reported first half earnings in line
with expectations. Pyramid is expected to be profit accretive in
the second half.
The Group has recognised an income tax credit of GBP0.7m in its
consolidated income statement for the six months to 30 June 2014
(June 2013: GBP1.1m expense). The credit has primarily arisen due
to the recognition of deferred tax as a result of the increase in
the number of share options in issue as at 30 June 2014 (refer to
note 8) and also reflects the incremental market value of our
shares. The deferred tax balance represents the future allowable
deduction upon the vesting of options.
The acquisition of Pyramid Research and ERC (announced 31 March
2014) coupled with working capital movements saw Group cash decline
by GBP3.1m to GBP11.1m during the first half of 2014 (December
2013: GBP14.2m). Working capital movements driven by strong sales
towards the end of the period, particularly in Dollar or Latin
American denominated currencies, together with the phasing of
creditor payments, reduced cash generated from continuing
operations to GBP0.5m (June 2013: GBP0.8m). Net cash at 30 June
2014 was GBP5.2m, being cash and cash equivalents less short and
long-term borrowings (June 2013: GBP6.7m).
We recently announced that the Group had negotiated new banking
facilities with The Royal Bank of Scotland. The new five year,
GBP30 million multi-currency facility provides sufficient liquidity
for both general working capital requirements and where
appropriate, the financing of further acquisitions.
Our employees
It is important that our senior employees are aligned to, and
rewarded for, the long term success of the Group. One key incentive
and retention mechanism is our Long Term Incentive Plan
("LTIP").
As disclosed in our 2013 annual report, the first award of
shares granted to employees as part of the Group's LTIP vested in
March 2014. Given the recent acquisitions and the number of
employees who have joined the Group since the scheme's inception
(January 2011), the Board has agreed to allocate a further 3.4
million share options. As a result of the significant improvement
in share price since the scheme first launched and the increase in
options granted, the 2014 non-cash share based payment charge for
the full year is expected to increase by GBP3.2m.
Outlook and prospects
The fundamentals of the business remain positive and we are
confident that our focus on building premium Consumer and
Technology Business Information services will provide the basis for
continued long-term profitable growth.
Our first half results, although adversely impacted by currency
movements and investment in Pyramid, provide a solid base for the
remainder of the year. As previously disclosed, whilst we integrate
and invest in our recent acquisitions, we do not expect any
earnings benefit from them for the current financial year, though
growth is expected from 2015 onwards.
Mike Danson
Chairman
28 July 2014
Independent review report to the members of Progressive Digital
Media Group Plc
Introduction
We have reviewed the condensed set of financial statements in
the half-yearly financial report of Progressive Digital Media Group
Plc for the six months ended 30 June 2014 which comprises the
consolidated income statement, the consolidated statement of
comprehensive income, the consolidated statement of financial
position, the consolidated statement of changes in equity and the
consolidated statement of cash flows. We have read the other
information contained in the half yearly financial report which
comprises the Chairman's statement and considered whether it
contains any apparent misstatements or material inconsistencies
with the information in the condensed set of financial
statements.
This report is made solely to the company's members, as a body,
in accordance with International Standard on Review Engagements (UK
and Ireland) 2410, 'Review of Interim Financial Information
performed by the Independent Auditor of the Entity'. Our review
work has been undertaken so that we might state to the company's
members those matters we are required to state to them in an
independent review report and for no other purpose. To the fullest
extent permitted by law, we do not accept or assume responsibility
to anyone other than the company and the company's members as a
body, for our review work, for this report, or for the conclusion
we have formed.
Directors' responsibilities
The half-yearly financial report is the responsibility of, and
has been approved by, the directors.
As disclosed in note 1, the annual financial statements of the
group are prepared in accordance with International Financial
Reporting Standards as adopted by the European Union. The condensed
set of financial statements included in this half-yearly financial
report has been prepared in accordance with International
Accounting Standard 34, 'Interim Financial Reporting', as adopted
by the European Union.
Our responsibility
Our responsibility is to express a conclusion on the condensed
set of financial statements in the half-yearly financial report
based on our review.
Scope of review
We conducted our review in accordance with International
Standard on Review Engagements (UK and Ireland) 2410, 'Review of
Interim Financial Information Performed by the Independent Auditor
of the Entity'. A review of interim financial information consists
of making enquiries, primarily of persons responsible for financial
and accounting matters, and applying analytical and other review
procedures. A review is substantially less in scope than an audit
conducted in accordance with International Standards on Auditing
(UK and Ireland) and consequently does not enable us to obtain
assurance that we would become aware of all significant matters
that might be identified in an audit. Accordingly, we do not
express an audit opinion.
Conclusion
Based on our review, nothing has come to our attention that
causes us to believe that the condensed set of financial statements
in the half-yearly financial report for the six months ended 30
June 2014 is not prepared, in all material respects, in accordance
with International Accounting Standard 34, 'Interim Financial
Reporting', as adopted by the European Union.
GRANT THORNTON UK LLP
AUDITOR
London
28 July 2014
Consolidated income statement
Notes 6 months 6 months Year to
to 30 to 30 31 December
June 2014 June 2013 2013
Unaudited Unaudited Audited
GBP000s GBP000s GBP000s
Continuing operations
Revenue 3 30,744 28,435 57,067
Cost of sales (18,931) (16,727) (33,936)
--------------------------------------------- ------ ----------- ----------- -------------
Gross profit 11,813 11,708 23,131
Distribution costs (461) (478) (878)
Administrative costs (6,690) (6,525) (12,080)
Other expenses 4 (4,338) (972) (2,469)
--------------------------------------------- ------ ----------- ----------- -------------
Operating profit 324 3,733 7,704
Analysed as:
Adjusted EBITDA(1) 5,856 5,474 11,697
Results of acquisition (Pyramid Research) (527) - -
Items associated with acquisitions,
restructure of the group and share
based payments 4 (3,769) (562) (1,730)
Other adjusting items 4 85 18 24
--------------------------------------------- ------ ----------- ----------- -------------
EBITDA(2) 1,645 4,930 9,991
Amortisation (1,050) (900) (1,725)
Depreciation (271) (297) (562)
--------------------------------------------- ------ ----------- ----------- -------------
Operating profit 324 3,733 7,704
--------------------------------------------- ------ ----------- ----------- -------------
Finance costs (111) (132) (311)
Profit before tax 213 3,601 7,393
Income tax credit/ (expense) 734 (1,091) (2,146)
--------------------------------------------- ------ ----------- ----------- -------------
Profit for the period from continuing
operations 947 2,510 5,247
Loss for the period from discontinued
operations 9 (252) (156) (743)
Profit for the period 695 2,354 4,504
--------------------------------------------- ------ ----------- ----------- -------------
Attributable to:
Equity holders of the parent 688 2,342 4,487
Non-controlling interest 7 12 17
--------------------------------------------- ------ ----------- ----------- -------------
Earnings per share attributable to
equity holders from continuing operations: 7
Basic earnings per share (pence) 1.24 3.35 7.02
Diluted earnings per share (pence) 1.15 3.15 6.60
Loss per share attributable to equity
holders from discontinued operations:
Basic loss per share (pence) (0.33) (0.21) (1.00)
Diluted loss per share (pence) (0.31) (0.20) (0.94)
Total basic earnings per share (pence) 0.91 3.14 6.02
Total diluted earnings per share (pence) 0.84 2.95 5.66
--------------------------------------------- ------ ----------- ----------- -------------
The accompanying notes form an integral part of this financial
report.
(1) We define Adjusted EBITDA as EBITDA adjusted for the results
of the acquisition of Pyramid Research, costs associated with
acquisition, integration, impact of foreign exchange contracts,
shared based payments and restructure of the Group. We present
Adjusted EBITDA as additional information because we understand
that it is a measure used by certain investors and because it is
used as the measure of segment profit or loss. However, other
companies may present Adjusted EBITDA differently. EBITDA and
Adjusted EBITDA are not measures of financial performance under
IFRS and should not be considered as an alternative to operating
profit or as a measure of liquidity or an alternative to net income
as indicators of our operating performance or any other measure of
performance derived in accordance with IFRS.
(2) EBITDA is defined as earnings before interest, tax,
depreciation, amortisation and impairment.
Consolidated statement of comprehensive income
6 months 6 months Year to
to to 31 December
30 June 30 June 2013
2014 2013 Audited
Unaudited Unaudited
GBP000s GBP000s GBP000s
Profit for the period 695 2,354 4,504
Other comprehensive income/ (loss)
Items that will be classified subsequently
to profit or loss:
Translation of foreign entities 14 (8) 15
-------------------------------------------- ----------- ----------- -------------
Other comprehensive income/ (loss),
net of tax 14 (8) 15
-------------------------------------------- ----------- ----------- -------------
Total comprehensive income for the period 709 2,346 4,519
-------------------------------------------- ----------- ----------- -------------
Attributable to
Equity holders of the parent 702 2,334 4,502
Non-controlling interest 7 12 17
-------------------------------------------- ----------- ----------- -------------
The accompanying notes form an integral part of this financial
report.
Consolidated statement of financial position
Notes 30 June 30 June 31 December
2014 2013 2013
Unaudited Unaudited Audited
GBP000s GBP000s GBP000s
Non-current assets
Property, plant and equipment 804 997 831
Intangible assets 5 27,237 25,476 24,807
Deferred tax assets 1,892 1,964 1,490
------------------------------- ------ ----------- ----------- ------------
29,933 28,437 27,128
------------------------------- ------ ----------- ----------- ------------
Current assets
Inventories 109 90 155
Trade and other receivables 25,676 19,229 24,877
Short-term derivative assets 91 - 6
Cash and cash equivalents 11,100 13,005 14,178
------------------------------- ------ ----------- ----------- ------------
36,976 32,324 39,216
------------------------------- ------ ----------- ----------- ------------
Total assets 66,909 60,761 66,344
------------------------------- ------ ----------- ----------- ------------
Current liabilities
Trade and other payables (23,927) (23,310) (26,763)
Short-term borrowings - (500) -
Current tax payable (672) (774) (917)
Short-term provisions (462) (594) (644)
------------------------------- ------ ----------- ----------- ------------
(25,061) (25,178) (28,324)
------------------------------- ------ ----------- ----------- ------------
Non-current liabilities
Long-term provisions (147) (190) (58)
Long-term borrowings (5,892) (5,809) (5,851)
------------------------------- ------ ----------- ----------- ------------
(6,039) (5,999) (5,909)
------------------------------- ------ ----------- ----------- ------------
Total liabilities (31,100) (31,177) (34,233)
------------------------------- ------ ----------- ----------- ------------
Net assets 35,809 29,584 32,111
------------------------------- ------ ----------- ----------- ------------
Equity
Share capital 6 154 153 153
Share premium account 200 - -
Other reserve (37,128) (37,128) (37,128)
Foreign currency translation
reserve 54 17 40
Special reserve 48,422 48,422 48,422
Retained profit 23,990 18,009 20,508
------------------------------- ------ ----------- ----------- ------------
Equity attributable to equity
holders of the parent 35,692 29,473 31,995
Non-controlling interest 117 111 116
------------------------------- ------ ----------- ----------- ------------
Total equity 35,809 29,584 32,111
------------------------------- ------ ----------- ----------- ------------
The accompanying notes form an integral part of this financial
report.
Consolidated statement of changes in equity (unaudited)
Share Share Other Foreign Special Retained Equity Non-controlling Total
capital premium reserve currency reserve profit/ attributable interest equity
account translation (loss) to equity
reserve holders
of the
parent
GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
Balance at 1
January
2013 153 71,368 (37,128) 25 - (7,942) 26,476 107 26,583
Profit for the
period - - - - - 2,342 2,342 12 2,354
Other
comprehensive
income:
Translation of
foreign
entities - - - (8) - - (8) - (8)
--------------- -------- --------- --------- ------------ -------- --------- ------------- ---------------- -------
Total
comprehensive
income/
(loss) for
the period - - - (8) - 2,342 2,334 12 2,346
--------------- -------- --------- --------- ------------ -------- --------- ------------- ---------------- -------
Transactions
with
owners:
Transfer
between
reserves - 25 - - - (25) - - -
Capital
reduction - (71,393) - - 48,422 22,971 - - -
Dividends - - - - - - - (8) (8)
Share based
payments
charge - - - - - 407 407 - 407
Excess
deferred tax
on share
based
payments - - - - - 256 256 - 256
--------------- -------- --------- --------- ------------ -------- --------- ------------- ---------------- -------
Balance at 30
June
2013 153 - (37,128) 17 48,422 18,009 29,473 111 29,584
Profit for the
period - - - - - 2,145 2,145 5 2,150
Other
comprehensive
income:
Translation of
foreign
entities - - - 23 - - 23 - 23
--------------- -------- --------- --------- ------------ -------- --------- ------------- ---------------- -------
Total
comprehensive
income for
the period - - - 23 - 2,145 2,168 5 2,173
--------------- -------- --------- --------- ------------ -------- --------- ------------- ---------------- -------
Transactions
with
owners:
Share based
payments
charge - - - - - 720 720 - 720
Excess
deferred tax
on share
based
payments - - - - - (366) (366) - (366)
--------------- -------- --------- --------- ------------ -------- --------- ------------- ---------------- -------
Balance at 31
December
2013 153 - (37,128) 40 48,422 20,508 31,995 116 32,111
Profit for the
period - - - - - 688 688 7 695
Other
comprehensive
income:
Translation of
foreign
entities - - - 14 - - 14 - 14
--------------- -------- --------- --------- ------------ -------- --------- ------------- ---------------- -------
Total
comprehensive
income for
the period - - - 14 - 688 702 7 709
--------------- -------- --------- --------- ------------ -------- --------- ------------- ---------------- -------
Transactions
with
owners:
Dividends - - - - - - - (6) (6)
Issue of share
capital 1 200 - - - - 201 - 201
Share based
payments
charge - - - - - 3,031 3,031 - 3,031
Excess
deferred tax
on share
based
payments - - - - - (237) (237) - (237)
--------------- -------- --------- --------- ------------ -------- --------- ------------- ---------------- -------
Balance at 30
June
2014 154 200 (37,128) 54 48,422 23,990 35,692 117 35,809
--------------- -------- --------- --------- ------------ -------- --------- ------------- ---------------- -------
The accompanying notes form an integral part of this financial
report.
Consolidated statement of cash flows
6 months 6 months Year to
to 30 June to 30 June 31 December
2014 2013 2013
Continuing operations Unaudited Unaudited Audited
GBP000s GBP000s GBP000s
Cash flows from operating activities
Profit for the period 947 2,510 5,247
Adjustments for:
Depreciation 271 297 562
Amortisation 1,050 900 1,725
Finance expense 111 132 311
Taxation recognised in profit or
loss (734) 1,091 2,146
Loss on disposal of property, plant
and equipment - - 8
Share based payments charge 3,031 407 1,127
Increase in trade and other receivables (251) (1,880) (7,474)
Decrease in inventories 46 90 25
(Decrease)/ increase in trade and
other payables (3,675) (2,219) 876
Revaluation of derivatives (85) (18) (24)
Movement in provisions (216) (560) (642)
------------------------------------------- ------------ ------------ -------------
Cash generated from continuing
operations 495 750 3,887
Interest paid (continuing operations) (67) (82) (214)
Income taxes paid (continuing operations) (240) (40) (623)
------------------------------------------- ------------ ------------ -------------
Net cash from operating activities
(continuing operations) 188 628 3,050
Net (decrease)/ increase in cash
and cash equivalents from discontinued
operations (34) 11 (475)
------------------------------------------- ------------ ------------ -------------
Total cash flows from operating
activities 154 639 2,575
Cash flows from investing activities
(continuing operations)
Acquisition of Pyramid Research (2,006) - -
Acquisition of ERC Group (543) - -
Purchase of property, plant and
equipment (222) (85) (213)
Purchase of intangible assets (455) (15) (149)
------------------------------------------- ------------ ------------ -------------
Net cash used in investing activities
(continuing operations) (3,226) (100) (362)
Net decrease in cash and cash equivalents
from discontinued operations - (23) (24)
------------------------------------------- ------------ ------------ -------------
Total cash flows from investing
activities (3,226) (123) (386)
Cash flows from financing activities
(continuing operations)
Repayment of short-term borrowings - - (500)
------------------------------------------- ------------ ------------ -------------
Net cash used in financing activities
(continuing operations) - - (500)
Net decrease in cash and cash equivalents
from discontinued operations (6) (8) (8)
------------------------------------------- ------------ ------------ -------------
Total cash flows from financing
activities (6) (8) (508)
------------------------------------------- ------------ ------------ -------------
Net (decrease)/ increase in cash
and cash equivalents (3,078) 508 1,681
Cash and cash equivalents at beginning
of period 14,178 12,497 12,497
------------------------------------------- ------------ ------------ -------------
Cash and cash equivalents at end
of period 11,100 13,005 14,178
------------------------------------------- ------------ ------------ -------------
The accompanying notes form an integral part of this financial
report.
Notes to the interim financial statements
1. General information
Nature of operations
The principal activity of Progressive Digital Media Group Plc
and its subsidiaries (together 'the Group') is to provide its
customers with high quality information and services through
multiple channels in a rapidly changing economic environment. The
unique and up to date knowledge and information that the Group
provides enables organisations to gain competitive advantage and
market share within the sectors the Group covers.
Progressive Digital Media Group Plc ('the Company') is a company
incorporated in the United Kingdom and listed on the Alternative
Investment Market (AIM). The registered office of the Company is
John Carpenter House, John Carpenter Street, London, EC4Y 0AN. The
registered number of the Company is 3925319.
Basis of preparation
These interim financial statements are for the six months ended
30 June 2014. They have been prepared in accordance with IAS 34,
Interim Financial Reporting as adopted in the European Union. They
do not include all of the information required for full annual
financial statements, and should be read in conjunction with
Progressive Digital Media Group Plc's audited financial statements
for the year ended 31 December 2013.
The financial information for the year ended 31 December 2013
set out in this interim report does not constitute statutory
accounts as defined in Section 434 of the Companies Act 2006. The
Group's statutory financial statements for the year ended 31
December 2013 have been filed with the Registrar of Companies and
can be found on the Group's website
www.progressivedigitalmedia.com. The auditor's report on those
financial statements was unqualified and did not contain statements
under Section 498(2) or Section 498(3) of the Companies Act
2006.
These interim financial statements have been prepared under the
historical cost convention as modified by the revaluation of
derivative financial instruments.
The interim financial statements are presented in Pounds
Sterling (GBP), which is also the functional currency of the
Company. These interim financial statements have been approved for
issue by the Board of Directors.
Critical accounting estimates and judgements
The Group makes estimates and assumptions regarding the future.
Estimates and judgements are continually evaluated based on
historical experience and other factors, including expectations of
future events that are believed to be reasonable under the
circumstances.
In the future, actual experience may deviate from these
estimates and assumptions. The estimates and assumptions that have
a significant risk of causing a material adjustment to the carrying
amounts of assets and liabilities within the next financial period
relate to valuation of acquired intangible assets, provisions for
bad debt, share based payments and the carrying value of goodwill
and other intangibles in the statement of financial position.
Going concern
The Group has closing cash of GBP11.1 million as at 30 June 2014
and net cash of GBP5.2 million (30 June 2013: GBP6.7 million),
being cash and cash equivalents less short and long-term
borrowings. The Group also has an overdraft facility of GBP3
million, issued by the Royal Bank of Scotland, which was not
utilised as at 30 June 2014.
The Group has outstanding loans of GBP6.0 million with the Royal
Bank of Scotland. After the balance sheet date, the Group announced
new banking facilities of GBP30.0 million which is discussed in
further detail in note 12.
The Group considers the current cash balance, cash flow
projections and the existing financing facilities to be adequate to
meet short-term commitments. The Directors have a reasonable
expectation that there are no material uncertainties that cast
significant doubt about the Group's ability to continue as a going
concern. Accordingly, the Group has prepared the interim financial
statements on a going concern basis.
Notes to the interim financial statements (continued)
2. Accounting policies
This interim report has been prepared based on the accounting
policies detailed in the Group's financial statements for the year
ended 31 December 2013, updated for the adoption of IFRS10, IFRS 11
and IFRS 12 which are effective from 1 January 2014. There was no
impact on the interim financial statements as a result of the
adoption of these standards. All other policies have been
consistently applied.
3. Segment analysis
The principal activity of Progressive Digital Media Group Plc
(PDMG) and its subsidiaries ('the Group') is the provision of
premium business information through multiple channels. The Group
supplies its customers with research, analysis and tactical
intelligence enabling them to gain a competitive advantage in their
markets.
IFRS 8 "Operating Segments" requires the segment information
presented in the financial statements to be that which is used
internally by the chief operating decision maker to evaluate the
performance of the business and to decide how to allocate
resources. The Group has identified the executive directors as its
chief operating decision maker.
Business information is provided to customers through multiple
channels by a dedicated content team that is centrally managed by
research directors who report directly to the executive directors.
Business Information is therefore considered to be the operating
segment of the Group.
The Group profit or loss is reported to the executive directors
on a monthly basis and consists of earnings before interest, tax,
depreciation, amortisation, central overheads and other adjusting
items. The executive directors also monitor revenue within the
operating segment and have decided to include an additional
voluntary disclosure analysing revenue by sub-category, being
Business Intelligence and Events and Marketing.
A reconciliation of Adjusted EBITDA to profit before tax from
continuing operations is set out below:
6 months 6 months Year to
to 30 June to 30 June 31 December
2014 2013 2013
Unaudited Unaudited Audited
GBP000s GBP000s GBP000s
Business Intelligence 17,803 16,324 33,758
Events and Marketing 12,941 12,111 23,309
-------------------------------------- ------------ ------------ -------------
Total Business Information Revenue 30,744 28,435 57,067
Business Information Adjusted EBITDA 5,856 5,474 11,697
Results of acquisitions (527) - -
Other expenses (see note 4) (4,338) (972) (2,469)
Depreciation (271) (297) (562)
Amortisation (396) (472) (962)
Finance costs (111) (132) (311)
Profit before tax from continuing
operations 213 3,601 7,393
-------------------------------------- ------------ ------------ -------------
Notes to the interim financial statements (continued)
3. Segment analysis (continued)
Geographical analysis
From continuing operations
6 months to 30 June 2014 UK Europe Rest of World Total
GBP000s GBP000s GBP000s GBP000s
Revenue from external customers 10,669 9,675 10,400 30,744
--------------------------------- -------- -------- -------------- --------
6 months to 30 June 2013 UK Europe Rest of World Total
GBP000s GBP000s GBP000s GBP000s
Revenue from external customers 9,595 10,016 8,824 28,435
--------------------------------- -------- -------- -------------- --------
Year ended 31 December 2013 UK Europe Rest of World Total
GBP000s GBP000s GBP000s GBP000s
Revenue from external customers 18,840 20,464 17,763 57,067
--------------------------------- -------- -------- -------------- --------
4. Other expenses
6 months to 6 months to Year to 31
30 June 2014 30 June 2013 December
Unaudited Unaudited 2013
Audited
GBP000s GBP000s GBP000s
Restructuring costs 710 162 392
Property related provisions (121) (362) (222)
Exceptional property costs 9 - 93
Deal costs - 34 154
Corporate restructuring - 233 -
Share based payment charge 3,031 407 1,127
Exceptional legal costs 18 88 141
M&A costs 122 - 45
---------------------------------------------- -------- --------------- -------------
Items associated with acquisitions
and restructure of the Group 3,769 562 1,730
Revaluation of short-term derivatives (85) (18) (24)
Amortisation of acquired intangibles 654 428 763
Total other expenses 4,338 972 2,469
---------------------------------------------- -------- --------------- -------------
Notes to the interim financial statements (continued)
5. Intangible assets
Software Customer IP rights Goodwill Total
relationships
GBP000s GBP000s GBP000s GBP000s GBP000s
Cost
As at 31 December
2013 3,994 11,039 11,902 27,999 54,934
Additions 505 843 646 1,486 3,480
--------------------- --------- --------------- ---------- --------- ---------
As at 30 June 2014 4,499 11,882 12,548 29,485 58,414
--------------------- --------- --------------- ---------- --------- ---------
Amortisation
As at 31 December
2013 (2,570) (8,897) (9,300) (9,360) (30,127)
Charge for the year (404) (339) (307) - (1,050)
--------------------- --------- --------------- ---------- --------- ---------
As at 30 June 2014 (2,974) (9,236) (9,607) (9,360) (31,177)
--------------------- --------- --------------- ---------- --------- ---------
Net book value
As at 30 June 2014 1,525 2,646 2,941 20,125 27,237
As at 31 December
2013 1,424 2,142 2,602 18,639 24,807
--------------------- --------- --------------- ---------- --------- ---------
6. Equity
Share capital
ERC Acquisition
The Group issued 76,191 ordinary shares as part of the
consideration for ERC Group Limited and its subsidiaries (as
discussed in note 10). These shares rank pari passu with the
existing PDMG ordinary shares in issue.
Share Option Scheme
The Group issued 1,400,000 ordinary shares on 7 March 2014 and
305,080 ordinary shares on 14 March 2014 following the exercise of
options by employees pursuant to the vesting of the Company's
Capital Appreciation Plan (as discussed in note 8). These shares
rank pari passu with the existing PDMG ordinary shares in
issue.
Allotted, called up and
fully paid:
30 June 2014 30 June 2013 31 December
Unaudited Unaudited 2013
Audited
No'000 GBP'000 No'000 GBP'000 No'000 GBP'000
Ordinary shares at 1 January
(1/14(th) pence) 74,487 53 - - - -
Ordinary share capital and
sub-division - - 74,487 53 74,487 53
Issue of shares: partial 76 - - - - -
consideration ERC
Issue of shares: share option
scheme 1,705 1 - - - -
------------------------------- ------- -------- ------- -------- ------- --------
Ordinary shares c/f (1/14(th)
pence) 76,268 54 74,487 53 74,487 53
------------------------------- ------- -------- ------- -------- ------- --------
Deferred shares of GBP1.00
each 100 100 100 100 100 100
---------------------------- ------- ---- ------- ---- ------- ----
Total allotted, called
up and fully paid 76,368 154 74,587 153 74,587 153
---------------------------- ------- ---- ------- ---- ------- ----
Notes to the interim financial statements (continued)
6. Equity (continued)
Capital management
The Group's capital management objectives are:
-- To ensure the Group's ability to continue as a going concern
-- To fund future growth and provide an adequate return to
shareholders and, when appropriate, distribute dividends
The Company has two classes of shares. The ordinary shares carry
no right to fixed income and each share carries the right to one
vote at general meetings of the Company.
The deferred shares do not confer upon the holders the right to
receive any dividend, distribution or other participation in the
profits of the Company. The deferred shares do not entitle the
holders to receive notice of or to attend and speak or vote at any
general meeting of the Company. On distribution of assets on
liquidation or otherwise, the surplus assets of the Company
remaining after payments of its liabilities shall be applied first
in repaying to holders of the deferred shares the nominal amounts
and any premiums paid up or credited as paid up on such shares, and
second the balance of such assets shall belong to and be
distributed among the holders of the ordinary shares in proportion
to the nominal amounts paid up on the ordinary shares held by them
respectively.
There are no specific restrictions on the size of a holding nor
on the transfer of shares, which are both governed by the general
provisions of the Articles of Association and prevailing
legislation. The Directors are not aware of any agreements between
holders of the Company's shares that may result in restrictions on
the transfer of securities or on voting rights.
No person has any special rights of control over the Company's
share capital and all its issued shares are fully paid.
With regard to the appointment and replacement of Directors, the
Company is governed by its Articles of Association, the principles
of the UK Corporate Governance Code, the Companies Act and related
legislation. The Articles themselves may be amended by special
resolution of the shareholders. The powers of Directors are
described in the Board Terms of Reference, copies of which are
available on request.
Notes to the interim financial statements (continued)
7. Earnings per share
The calculation of the basic earnings per share is based on the
earnings attributable to ordinary shareholders of the parent
company divided by the weighted average number of shares in issue
during the period. The Group also has a share options scheme in
place and therefore the Group has calculated the dilutive effect of
these options. The below table shows earnings per share for both
continuing and discontinued operations:
6 months
to
30 June
2014
Unaudited
6 months
to Year to 31
30 June December
2013 2013
Unaudited Audited
Continuing operations
Basic
Profit for the period from continuing
operations (GBP'000s) 947 2,510 5,247
Less minority interest (GBP'000s) (7) (12) (17)
Profit for the period attributable
to ordinary shareholders of the parent
company (GBP'000s) 940 2,498 5,230
Weighted average number of shares (000s) 75,609 74,487 74,487
Basic earnings per share (pence) 1.24 3.35 7.02
Diluted
Profit for the period attributable
to ordinary shareholders of the parent
company (GBP'000s) 940 2,498 5,230
Weighted average number of shares (000s) 81,983 79,359 79,262
Diluted earnings per share (pence) 1.15 3.15 6.60
Discontinued operations
Basic
Loss for the period attributable to
ordinary shareholders of the parent
company from discontinued operations
(GBP'000s) (252) (156) (743)
Weighted average number of shares (000s) 75,609 74,487 74,487
Basic loss per share (pence) (0.33) (0.21) (1.00)
Diluted
Loss for the period attributable to
ordinary shareholders of the parent
company from discontinued operations
(GBP'000s) (252) (156) (743)
Weighted average number of shares (000s) 81,983 79,359 79,262
Diluted loss per share (pence) (0.31) (0.20) (0.94)
------------------------------------------ ------------ ----------- -----------
Total
Basic
Profit for the period attributable
to ordinary shareholders of the parent
company (GBP'000s) 688 2,342 4,487
Weighted average number of shares (000s) 75,609 74,487 74,487
Basic earnings per share (pence) 0.91 3.14 6.02
Diluted
Profit for the period attributable
to ordinary shareholders of the parent
company (GBP'000s) 688 2,342 4,487
Weighted average number of shares (000s) 81,983 79,359 79,262
Diluted earnings per share (pence) 0.84 2.95 5.66
------------------------------------------ ------------ ----------- -----------
Notes to the interim financial statements (continued)
8. Share based payments
The Group created a share option scheme during the year ended 31
December 2010 and granted the first options under the scheme on 1
January 2011 to certain senior employees. Each option granted
converts to one ordinary share on exercise. A participant may
exercise their options (subject to employment conditions) at any
time during a prescribed period from the vesting date to the date
the option lapses. For these options to be exercised the Group's
earnings before interest, taxation, depreciation and amortisation,
as adjusted by the Remuneration Committee for significant or
one-off occurrences, must exceed certain targets. The fair values
of options granted were determined using the Black-Scholes model
and take into account factors specific to the share option plan,
such as the vesting period.
The following assumptions were used in the valuation:
Award Tranche Award 1 Award 2 Award 3 Award 4
------------------------------- ----------- ---------- -------- --------
Grant date 1 January 1 August 1 May 5 March
2011 2011 2012 2014
Fair value of share price GBP1.09 GBP1.32 GBP1.87 GBP2.55
at date of grant
Volatility 15% 0% 15% 15%
Weighted average of remaining
contractual life 2.0 2.0 2.0 1.7
The volatility assumption is based upon management's expectation
over the number of options that will lapse over the vesting period.
The assumptions were determined when the scheme was set up in 2011
and are reviewed annually. Management believe the current
assumptions to be reasonable based upon rate of lapsed options.
The total charge recognised for the scheme during the six months
to 30 June 2014 was GBP3,030,585 (2013: GBP407,000). The awards of
the scheme are settled with ordinary shares of the Company.
Reconciliation of movement in the number of options is provided
below.
Option price Number of
(pence) options
31 December 2013 1/14(th) 4,775,050
Granted 1/14(th) 3,361,436
Vested 1/14(th) (1,701,156)
Forfeited 1/14(th) (61,250)
------------------ -------------- ------------
30 June 2014 1/14(th) 6,374,080
------------------ -------------- ------------
Notes to the interim financial statements (continued)
9. Discontinued operations
As the business becomes more focussed on its Business
Information offering, a number of legacy non-core business units
have been discontinued in recent years.
During 2012, the Group made the decision to close the TMN email
marketing business unit, including the TMN, EDR and TAPPS
businesses. During 2013, the Group discontinued the US and European
arms of its affiliate marketing business. The email marketing and
US / European affiliate marketing businesses formed part of the
Group's B2C Digital Marketing division.
Following a review of the performance of the Group's German
subsidiary, it was decided that it was no longer viable and its
activities ceased in June 2014. Additionally, on 1 July 2014, the
Group disposed of its 75% shareholding in Office Solutions Media
Limited ('OSM'). The subsidiary company was no longer deemed to be
a strategic fit with the remainder of the Group; therefore the
shares were sold to OSM's minority shareholder.
Pursuant to the provisions of IFRS 5 the above operations have
been classified as discontinued.
a) The results of the discontinued operation are as follows;
6 months 6 months Year to
to 30 to 30 31 December
June 2014 June 2013 2013
Unaudited Unaudited Audited
GBP000s GBP000s GBP000s
Discontinued operations
Revenue 136 130 (55)
Cost of sales (10) (160) (301)
--------------------------------------------- ----------- ----------- -------------
Gross profit/ (loss) 126 (30) (356)
Distribution costs (19) (18) (32)
Administrative costs (236) (108) (432)
Other expenses (123) - 77
--------------------------------------------- ----------- ----------- -------------
Operating loss from discontinued operations (252) (156) (743)
Finance costs - - -
--------------------------------------------- ----------- ----------- -------------
Loss before tax from discontinued
operations (252) (156) (743)
Income tax charge - - -
--------------------------------------------- ----------- ----------- -------------
Loss for the period from discontinued
operations (252) (156) (743)
--------------------------------------------- ----------- ----------- -------------
b) Loss before tax
6 months 6 months Year to
to 30 to 30 31 December
June 2014 June 2013 2013
Unaudited Unaudited Audited
This is arrived at after charging: GBP000s GBP000s GBP000s
Depreciation 3 - -
----------------------------------- ----------- ----------- -------------
Notes to the interim financial statements (continued)
9. Discontinued operations (continued)
c) Cash flows from discontinued operations
6 months 6 months Year to
to 30 to 30 31 December
June 2014 June 2013 2013
Unaudited Unaudited Audited
GBP000s GBP000s GBP000s
Cash (outflows)/ inflows from operating
activities (34) 11 (475)
Cash outflows from investing activities - (23) (24)
Cash outflows from financing activities (6) (8) (8)
----------------------------------------- ----------- ----------- -------------
Total cash outflows from discontinued
operations (40) (20) (507)
10. Acquisitions
Pyramid Research
On 1 January 2014 the Group acquired the business and assets of
Pyramid Research for cash consideration of US$3,250,000
(GBP2,006,173). Pyramid is a leading provider of business
information and market analysis for the Information and
Communications Technology (ICT) industry. Pyramid has a well
regarded brand name and an expanding presence in some of the
world's fastest growing markets.
The amounts recognised for each class of assets and liabilities
at the acquisition date were as follows:
Carrying Fair Value
Value Adjustments Fair Value
GBP000s GBP000s GBP000s
Intangible assets consisting of:
Software - 51 51
Intellectual property - 239 239
Customer relationships - 758 758
Net assets/ (liabilities) acquired 47 (160) (113)
------------------------------------ --------- ------------- -------------
Fair value of net assets acquired 47 888 935
------------------------------------ --------- ------------- -------------
Cash consideration 2,006
Less net assets acquired (935)
------------------------------------ --------- ------------- -------------
Goodwill 1,071
------------------------------------ --------- ------------- -------------
In line with the provisions of IFRS 3, further fair value
adjustments may be required within the remainder of the year ended
31 December 2014. A fair value adjustment has been made during the
first half of 2014 of GBP0.2m in relation to a combination of
payables which were not identified at the date of acquisition and
an increase to the provision for impaired receivables. Any further
fair value adjustments will result in an adjustment to the goodwill
balance reported above.
Pyramid Research has generated revenues of GBP0.7m and a
contribution loss of GBP0.5m in the period from acquisition to 30
June 2014.
The goodwill that arose on the combination can be attributed to
revenue and cost synergies expected to arise upon the integration
of Pyramid Research into Progressive Digital Media Group.
The Group incurred legal and professional costs of GBP105,000 in
relation to the acquisition, which were recognised in other
expenses (note 4).
Notes to the interim financial statements (continued)
10. Acquisitions (continued)
ERC
On 28 March 2014, the Group acquired ERC Group Limited and its
subsidiaries ('ERC') for total consideration of GBP804,000. The
consideration comprised of GBP604,000 in cash consideration and
GBP200,000 in equity. The equity issued was 76,191 ordinary shares
in PDMG at a price of GBP2.625 (which rank pari passu with the
existing PDMG ordinary shares in issue). ERC is a provider of
business information and market analysis for the Consumer market.
ERC has a well regarded brand name and a dedicated client base
which will be used as a solid base for growth.
The amounts recognised for each class of assets and liabilities
at the acquisition date were as follows:
Carrying Fair Value
Value Adjustments Fair Value
GBP000s GBP000s GBP000s
Intangible assets consisting of:
Intellectual property - 407 407
Customer relationships - 85 85
Deferred tax liability upon creation
of intangible assets - (103) (103)
Net assets acquired - - -
-------------------------------------- ---------- ------------- -------------
Fair value of net assets acquired - 389 389
-------------------------------------- ---------- ------------- -------------
Total consideration 804
Less net assets acquired (389)
-------------------------------------------------- ------------- -------------
Goodwill 415
-------------------------------------------------- ------------- -------------
In line with the provisions of IFRS 3, fair value adjustments
may be required within the 12 month period from the date of
acquisition. Any fair value adjustments will result in an
adjustment to the goodwill balance reported above.
In 2013 ERC had revenues of GBP0.4m and profits before tax of
GBPnil. ERC has generated revenues of GBP0.1m and a contribution of
GBPnil in the period from acquisition to 30 June 2014. If the
acquisition had occurred on 1 January 2014, the Group year to date
revenue for 2014 would have been GBP30.9m and the Group profit
before tax from continuing operations would have remained at
GBP0.9m.
The Group incurred legal and professional costs of GBP16,000 in
relation to the acquisition, which were recognised in other
expenses (note 4).
The goodwill that arose on the combination can be attributed to
revenue and cost synergies expected to arise upon the integration
of ERC into Progressive Digital Media Group.
The total cash cost of the acquisition is reconciled as
follows:
GBP000s
Cash consideration 604
Cash acquired as part of opening balance sheet (165)
Cash returned to seller representing net assets
as at completion date 104
---------------------------------------------------- ---- ----------
Total cash cost 543
---------------------------------------------------- ---- ----------
Notes to the interim financial statements (continued)
11. Related party transactions
Mike Danson, Progressive Digital Media Group's Chairman, owned
66.14% of the Company's ordinary shares as at 30 June 2014. Mike
Danson owns a number of businesses that interact with Progressive
Digital Media Group. A programme is underway to reduce related
party transactions. The principal transactions are as follows:
Accommodation
Progressive Digital Media Group rents two properties from Estel
Property Investments, a company owned by Mike Danson. The total
rental expense in relation to the buildings owned by Estel Property
Investments for the 6 months to 30 June 2014 was GBP1,206,700
(2013: GBP974,700).
Corporate support services
Corporate support services are provided to and from other
companies owned by Mike Danson, principally finance, human
resources, IT and facilities management. These are recharged to
companies that consume these services based on specific drivers of
costs, such as proportional occupancy of buildings for facilities
management, headcount for human resources services, revenue or
gross profit for finance services and headcount for IT services.
The recharge made to Progressive Digital Media Group from these
companies for the 6 months to 30 June 2014 was GBP346,300 (2013:
recharge from Progressive Digital Media Group to related parties of
GBP166,900).
Revenue License Agreement
During the year, Progressive Digital Media Group continued a
licensing agreement with World Marketing Intelligence Ltd ("WMI"),
a company wholly owned by Mike Danson, to sell WMI's Construction
Intelligence Center ("CIC") content through the Group's own
websites. Under the terms of the agreement, 20% of revenue
generated from the sale of CIC content is payable to WMI. The total
revenue recognised in Progressive Digital Media Group for the 6
months to 30 June 2014 is GBPnil (2013: GBPnil).
Amounts outstanding
The Group has taken advantage of the exemptions contained within
IAS 24 - Related Party Disclosures from the requirement to disclose
transactions between Group companies as these have been eliminated
on consolidation. The amounts outstanding for other related parties
were:
30 June 30 June 31 December
2014 2013 2013
Unaudited Unaudited Audited
GBP'000 GBP'000 GBP'000
Global Data Ltd (35) (107) (78)
Global Data Publications Inc 66 46 67
World Marketing Intelligence Ltd 46 1,074 1,139
New Statesman Ltd 2,532 2,460 2,541
Progressive Media International Ltd 690 485 674
Estel Property Investments Ltd (4,452) (4,695) (4,462)
Estel Property Investments No.2 Ltd 291 291 291
Estel Property Investments No.3 Ltd (832) (832) (832)
Elite Luxury Publishing Inc 925 795 975
Spears Ltd 297 267 285
Progressive Customer Publishing Ltd 742 628 709
Progressive Media Publishing Ltd 2 2 2
Progressive Innovations Ltd (3) (3) (3)
Progressive Global Media Ltd 85 13 13
Progressive Media UK Ltd - 145 -
Progressive Media International Middle
East FZ LLC 61 - 66
Financial News Publishing Ltd (152) - (5)
Progressive Global Markets Korea Ltd 32 - 13
Knowledge Pool Ltd 3 - 3
---------------------------------------- ----------- ----------- ------------
298 569 1,398
---------------------------------------- ----------- ----------- ------------
Notes to the interim financial statements (continued)
11. Related party transactions (continued)
The company has right of set off over these amounts.
12. Borrowings
30 June 30 June 31 December
2014 2013 2013
Audited
Unaudited Unaudited
GBP000s GBP000s GBP000s
Current
Long-term loans due within one year - 500 -
------------------------------------- ----------- ----------- ------------
Non-current
Long-term loan 5,892 5,809 5,851
------------------------------------- ----------- ----------- ------------
Current
The Group currently has a GBP3.0 million overdraft facility,
which was not drawn down upon at 30 June 2014. Interest is charged
on the overdraft at 2.5% over the London Interbank Offered
Rate.
Non-current
GBP12 million loan provided by The Royal Bank of Scotland
In October 2011, the Group refinanced its debt position. A
GBP6.0 million term loan and a GBP6.0 million revolving capital
facility were issued by The Royal Bank of Scotland. As at 30 June
2013, GBP0.5m of the term loan was outstanding. This was fully
repaid on 15 October 2013 in accordance with the original repayment
terms. As at 30 June 2014, the GBP6.0 million revolving capital
facility (RCF) was outstanding and is repayable in 2015. Interest
is charged on the outstanding loan at a rate of 2.75% over the
London Interbank Offered Rate.
The Group recently announced that it had negotiated new banking
facilities with The Royal Bank of Scotland. The new five year,
GBP30.0 million multi-currency facility provides sufficient
liquidity for both general working capital requirements and where
appropriate, the financing of further acquisitions.
Notes to the interim financial statements (continued)
13. Post balance sheet events
Acquisition of Current Analysis Inc
The Group expects to complete the acquisition of Current
Analysis Inc on or before 31 July 2014 for cash consideration of
US$19,600,000. Current Analysis is an established and well regarded
business which provides subscription based business intelligence
services to the ICT industry. The acquisition supports the Group's
strategy of expanding its premium subscription based services into
global markets. Current Analysis has offices in Washington D.C,
London and Singapore.
Further analysis on intangible assets generated as part of the
acquisition is not disclosed due to the proximity of the
acquisition date to the interim announcement date.
Disposal of Office Solutions Media Limited
On 1 July 2014, the Group disposed of its 75% shareholding in
Office Solutions Media Limited ('OSM'). The subsidiary company was
no longer deemed to be a strategic fit with the remainder of the
Group, therefore the shares were sold to OSM's minority
shareholder.
Advisers
Company Secretary
Stephen Bradley
Head Office and Registered Office
John Carpenter House
John Carpenter Street
London
EC4Y 0AN
Tel: + 44 (0) 20 7936 6400
Nominated Adviser and Broker
N+1 Singer
One Bartholomew Lane
London
EC2N 2AX
Auditor
Grant Thornton UK LLP
Grant Thornton House
Melton Street
London
NW1 2EP
Registrars
Capita Registrars Limited
Northern House
Woodsome Park
Fenay Bridge
Huddersfield
West Yorkshire
HD8 0GA
Solicitors
Osborne Clarke
2 Temple Back East
Temple Quay
Bristol
BS1 6EG
Bankers
The Royal Bank of Scotland Plc
280 Bishopsgate
London
EC2M 4RB
Registered number
Company No. 3925319
This information is provided by RNS
The company news service from the London Stock Exchange
END
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