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REG - Baltic Classifieds - Half-year Report

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RNS Number : 8793O  Baltic Classifieds Group PLC  05 December 2024

 

 

BALTIC CLASSIFIEDS GROUP PLC

HALF YEAR RESULTS FOR THE SIX MONTHS ENDED 31 OCTOBER 2024

 Baltic Classifieds Group PLC ("BCG" and the "Group"), the leading online
classifieds group in the Baltics, announces half year results for the six
months ended 31 October 2024 (H1 2025)

 

 

Strategic overview

·      BCG's leadership(1) in its core markets remains as strong as
ever.

·      Customer and advertisement numbers saw healthy growth in each of
our core verticals.

·      We continued to improve our products and services which combined
with the pricing changes to both our B2C and C2C customers drove double digit
yield(2) growth across all our major businesses, positioning BCG well for
continued growth through the remainder of the year.

·      BCG's end markets are in recovery, with the improving
macroeconomic environment driving demand in the auto and real estate markets.

 

Financial highlights

·      Revenue grew by 17% to €41.8 million (H1 2024: €35.8
million). Core classifieds revenue streams B2C and C2C, which together
constitute 90% of total revenues, both grew by 17%.

·      EBITDA(3) grew 18% to €32.9 million (H1 2024: €27.8 million),
with the EBITDA margin(3) expanding by 1 percentage point to 79% (H1 2024:
78%). Adjusted operating profit(3) of €32.5 million (H1 2024: €27.5
million) is tracking close to EBITDA(3). Operating profit grew 36% to €26.4
million (H1 2024: €19.4 million).

·      Adjusted basic EPS(3) grew 24% to 5.7 € cents (H1 2024: 4.6 €
cents), while basic EPS for the period grew to 4.5 € cents (H1 2024: 3.1 €
cents).

·      Adjusted net income(3) grew 21% to €27.6 million (H1 2024:
€22.7 million) with the only adjustment to profitability being the
amortisation of acquired intangibles net of the corresponding tax impact.
Profit for the period grew 41% to €21.7 million (H1 2024: €15.3 million).

·      Cash generated from operating activities grew by 17% to €34.2
million (H1 2024: €29.1 million), with a cash conversion(3) rate maintained
at 99%.

·      €13.5 million returned to shareholders through the ongoing
share buyback program (H1 2024: €7.0 million).

·      Voluntalily repaid €5.0 million of debt during the reporting
period. €7.0 million more repaid after the H1 2025 ended, during November.
Net debt(3) at the end of the period was €25.6 million (2024: €27.5
million) and we ended the half-year with leverage(3) at 0.4x (2024: 0.5x).

·      An interim dividend of 1.2 € cent per share was declared, up
20% (H1 2024: 1.0 € cent per share).

 

 €m (unless stated otherwise)                                      H1 2025                     H1 2024  Change
    Auto                                                                     16.0              13.7     17%
    Real Estate                                                            11.0                8.8      26%
    Jobs & Services                                                           8.2              7.1      17%
    Generalist                                                           6.6                   6.3      4%
 Group revenue                                                            41.8                  35.8    17%

 Operating cost excluding depreciation and amortisation (D&A)      (8.9)                       (8.0)    11%
 EBITDA(3)                                                                32.9                 27.8     18%
 EBITDA margin(3)                                                  79%                         78%      1% pt

 D&A                                                               (6.5)                       (8.4)    (22%)
 Operating profit                                                          26.4                19.4     36%

 Add back: amortisation of acquired intangibles                              6.2                8.1     (24%)
 Adjusted operating profit(3)                                              32.5                 27.5    18%

 Profit for the period                                               21.7                      15.3     41%
 Adjusted net income(3)                                                      27.6              22.7     21%

 Basic EPS (€ cents)                                                          4.5              3.1      44%
 Adjusted basic EPS(3) (€ cents)                                   5.7                           4.6    24%

 

Operational results

·      We maintained our significant leadership position(1) over the
nearest competitor for all our largest sites compared to 2024: Autoplius.lt at
7x (6x in 2024), Auto24.ee at 40x (40x in 2024), Aruodas.lt at 24x (18x in
2024), KV.ee plus City24.ee in Estonia at 15x (16x in 2024), CVBankas.lt at 5x
(7x in 2024) and Skelbiu.lt at 19x (19x in 2024).

·      At the beginning of the new financial year, we successfully
implemented pricing and packaging changes for our C2C segment across all
business units, which have resulted in increased yields(2) in all business
lines. Yields per active ad were: Auto +10%, Real Estate +10%, Services +19%.

·      The numbers of C2C active ads(2) in our verticals continued to
grow in the H1 2025: Auto up 9%, Real Estate up 20%, Services up 9%.

·      This half year, we introduced additional KPIs on Auto and Real
Estate C2C, including the number of listed ads(2) and revenue per listed ad.
The number of monthly listed ads increased by 1% in Auto and by 2% in Real
Estate. Listed ads on our Generalist(5) platform, which is competing with our
market leading verticals, declined by 6%.

·      Yields per C2C listed ad were: Auto +18%, Real Estate +29%,
Generalist(5) +12%.

·      In Auto and Real Estate, our annual B2C price actions were
implemented in September and October 2024, supported by enhancements in
product offerings and packaging. In Jobs(6), this commenced in September 2024
and will continue to roll out over the next 12 months.

·      Business customer numbers were robust across all business lines:
unchanged at last year's record level at Auto, +4% in Real Estate and +2% in
Jobs.

·      The changes to our B2C packages and prices led to increased
ARPU(2) in all business lines: Auto +17%, Real Estate +19%, Jobs +12%.

·      Traffic to our websites averaged 55.8 million visits per
month(4), which implies the entire Baltic population visited our sites 9 times
every month.

·      During H1 2025, we introduced a number of improvements to our
products and services, including:

·      Auto: at Autoplius.lt, we have introduced a market demand
assessment tool for dealers. This tool leverages the platform's data to
generate a score that accurately reflects supply and demand conditions.
Additionally, we have enhanced our support for dealers by offering a car
buying tool, which facilitates the sourcing of vehicles from within our
platform. Furthermore, a car history check service has been incorporated into
our premium B2C package. At Auto24.ee, we have introduced value-based pricing
for our basic package aimed at B2C customers. Additionally, we have enhanced
the car financing product by offering a bullet loan option for car buyers.

·      Real Estate: At Aruodas.lt, we have implemented a segmentation
system for self-service customers, allowing us to apply different monetisation
strategies for private sellers and developers. Additionally, we have
introduced new B2C packages specifically designed for co-living projects. This
emerging property type has distinct characteristics, prompting us to tailor
our offerings to meet its unique needs. We've also launched an interior design
gallery showcasing concepts from local designers who present their portfolios
on Paslaugos.lt. Meanwhile, at KV.ee, we've significantly upgraded our map
search functionality by enhancing accuracy and focusing on user experience.
Furthermore, we have improved the quality of our listings by integrating data
from the state registry, streamlining the listing process, and reducing
inaccuracies.

·      Jobs and Services: At Cvbankas.lt, we have developed a
proprietary AI matching model that leverages large language models and custom
embedding technology to enhance recommendations for both job seekers and
employers. At GetaPro.lv, we have introduced a value-added service (VAS) that
allows service providers to enhance the visibility of their listings.

·      Generalist: At Skelbiu.lt, we have enhanced our fraud prevention
program by incorporating additional security measures into the buyer-to-seller
chat application. Users are now required to verify their identity in more
situations to continue their conversations.

·      The number of BCG employees during the H1 2025 grew to on average
144 FTEs (end of 2024: 140 FTEs). At the end of the period the split of women
to men was 49:51.

·      We aim to reach our net zero target by 2050 and as part of our
net zero journey we are working on increasing the percentage of renewable
electricity to 100% and reducing our direct emissions by giving up company's
ICE vehicles by 2030.

 

Justinas Šimkus, Chief Executive Officer of Baltic Classifieds Group, said:

"The first half of the year delivered a solid financial performance, laying a
strong foundation for our full-year results.

The compounding effect of sustained strong growth has led to our EBITDA
doubling in just 3.5 years after our IPO, which is a remarkable achievement of
which I am very proud.

All three vertical business lines have excelled, achieving record numbers of
advertisers, an enhanced competitive position, and increased yields across our
portfolio. While growth in the generalist segment has been slower, its unique
contribution to achieving synergies across our portfolio remains invaluable.

Our core revenue streams, which contribute 90% of our total revenue - B2C and
C2C - have achieved remarkable growth, with both segments reporting a 17%
increase. The improving macroeconomic environment, particularly in Real Estate
markets, has bolstered customer profitability and fueled increased demand for
our services. These outcomes reaffirm the reliability and effectiveness of our
platform in driving successful transactions for our clients.

Strategic pricing and packaging initiatives have been instrumental in this
success. Adjustments to C2C pricing at the start of the financial year and
enhancements to B2C pricing toward the end of the reporting period have
positioned us to sustain this momentum into the second half of the year.

I want to take this opportunity to sincerely thank the entire team for their
dedication and hard work. These achievements are a direct result of your
commitment, and I am truly honored to work with such a talented and driven
team."

 

Outlook

·      The Board remains confident in the outlook for the second half of
the year, driven by the successful implementation of pricing and packaging
changes and the continued momentum across our business.

·      For the second half of the year, the Board is expecting revenue
growth of at least 15%, with Auto, Real Estate, and Jobs & Services
segments projected to grow above this target, while the Generalists category
is expected to grow below the overall Group average. Growth will primarily be
fueled by B2C ARPU and C2C yield expansion, with inventory levels anticipated
to remain in line with those observed in H1 2025. This implies an upgrade to
the full year revenue outlook after the over-performance in H1 2025.

·      The Board expects the EBITDA margin for the financial year 2025
to expand by one percentage point compared to 2024.

·      In terms of capital allocation, the Board remains committed to
its current policy, prioritising the use of excess cash to both reduce gross
debt and continue the share buyback program, particularly in the absence of
compelling M&A opportunities.

 

 

1 Audience lead. Leadership position based on time on site using Similarweb
data, except for Auto24. Auto24 has no significant vertical competitor, next
relevant player is Generalist portal, therefore, the relative auto market
share for this Generalist portal is calculated by multiplying time on site by
the percentage of active auto listings out of total listings at the end of the
reported period. Similarweb has updated its data collection methodology, and
historical data has been adjusted accordingly.

2 Yield refers to the change in average monthly revenue per active C2C ad (in
Auto, Real Estate, Services), per C2C listed ad (in Auto, Real Estate,
Generalist) or ARPU in B2C. ARPU is monthly average revenue per user (in Auto
- per dealer, in Real Estate - per broker, in Jobs - per company). The number
of active ads represents the daily average number of C2C listings displayed on
the website during the period, while the number of listed ads refers to
monthly average number of new C2C listings and extensions during the period.

3 Alternative performance measure, see note 3 to Condensed Interim Financial
Statements for further details.

4 Note: there were changes in the cookie consent policy (general obligation to
consent with all cookies that are not strictly necessary for website
operation) and internet browsers policy of more strict control of 3rd party
cookies on websites. Both mentioned reasons result in loss of data collected
by web analytics services like Google Analytics.

5 Skelbiu.lt only, which is our main Generalist portal.

6 CVbankas.lt only, which is our Jobs vertical.

 

 

Analyst presentation dates/Conference call details

A presentation for analysts will be held via video webcast and conference call
at 9:30 am GMT, Thursday, 5 December 2024. Details below.

The live webcast will be available at:

https://www.investis-live.com/balticclassifieds/67289ce2642e91000e2ec1a9/reywq
(https://www.investis-live.com/balticclassifieds/67289ce2642e91000e2ec1a9/reywq)

 

Participants joining via telephone:

 United Kingdom (Toll-free)                                               +44 800 358 1035
 United Kingdom                                                           +44 20 3936 2999
 United States                                                            +1 646 787 9445
 United States (Toll-free)                                                +1 855 979 6654
 Lithuania                                                                +370 521 40 826
 All other locations                                                      +44 20 3936 2999
 Global Dial-In Numbers
 (https://www.netroadshow.com/conferencing/global-numbers?confId=73424)

Access code: 300695

Press *1 to ask a question, *2 to withdraw your question, or *0 for operator
assistance.

 

Accessing the telephone replay

A recording will be available until Thursday, 12 December, 2024

 

 United Kingdom (Toll-free)  +44 808 304 5227
 United Kingdom              +44 20 3936 3001
 United States               +1 845 709 8569
 United States (Toll-free)   +1 855 762 8306
 All other locations         +44 20 3936 3001

 

Access Code: 535058

 

For media inquiries:

Lina Mačienė

Chief Financial Officer

investorrelations@balticclassifieds.com
(mailto:investorrelations@balticclassifieds.com)

 

About Baltic Classifieds Group PLC

Baltic Classifieds Group PLC ("BCG") is the leading online classifieds group
in the Baltics, which owns and operates fourteen leading vertical and
generalist online classifieds portals in Lithuania, Estonia and Latvia. BCG's
online classifieds portfolio comprises four business lines - auto, real
estate, jobs & services and generalist. In the six months ended 31 October
2024, the Group's portals were visited on average 55.8 million times a month
(Source: Google Analytics), making the Group one of the largest online
companies in the region (Source: Google Analytics).

The Group listed on the London Stock Exchange in July 2021 and is a member of
the FTSE 250 Index.

For more information, please visit https://balticclassifieds.com/

 

Summary of operating performance in H1 2025

 

Market Context

·      In the Auto market, the easing of sourcing issues has driven a 7%
increase in car transactions(1). However, transaction volumes still have room
to recover to pre-pandemic levels. Advertised car prices(2) have stabilised,
remaining consistent with last year, while average dealer sale times(2) have
shortened, supported by increasing demand. Dealers are benefiting from higher
transaction volumes and quicker turnaround times.

·      The Real Estate market is showing signs of recovery from last
year's slowdown. Only 17% of households in Lithuania, 26% in Estonia and 14%
in Latvia have a mortgage(3), and while the decrease in EURIBOR rates was not
the only driver, it positively contributed to a 4%(4) increase in the total
number of real estate transactions compared to H1 2024. The average price of
apartments(5) has stabilised, remaining consistent with last year and brokers
are benefiting from higher transaction volumes.

·      The Lithuanian job market continues to show resilience and
adaptability. While the unemployment rate has risen to 7.6% (H1 2024:
6.8%)(6), companies continue to invest in the search and selection process to
find the right candidates for their open positions.

·      eCommerce activities saw significant growth during the pandemic,
with an increase in both online buyers and sellers as transactions shifted
online. This trend contributed to the expansion of our generalist platforms
and ancillary services, such as deliveries. Since that time, the growth rate
of eCommerce has reverted to its customary trajectory.

 

Revenue

Group revenue grew 17% to €41.8 million (H1 2024: €35.8 million) as a
consequence of growth in all four business lines, underpinned by strength in
the core business:

·      Auto business line grew 17%. Both B2C and C2C grew 17%.

·      Real Estate business line grew 26%. B2C grew 24% and C2C grew
32%.

·      Jobs & Services business line grew 17%. B2C (Jobs) grew 14%
and C2C (mainly Services) grew 28%.

·      Generalist business line, which is largely C2C, grew 4%.

Core classifieds revenue streams, B2C and C2C, remain the cornerstone of the
Group's performance, contributing 90% of total revenue (H1 2024: 90%). B2C
accounts for 50% of Group revenue and delivered 17% growth, and C2C,
representing 40%, achieved the same growth of 17%.

The main drivers of revenue growth remain the increasing number of ads across
our business sectors, the growing base of advertisers, and the rise in
yields(7) across all our businesses.

In May 2024, at the start of the reporting period, we implemented C2C pricing
and packaging changes across most of our portals, which are reflected in the
reported revenue figures. Later, in September and October 2024, we introduced
B2C pricing and packaging updates for the Auto, Real Estate, and Jobs portals,
enhancing our value proposition. These will contribute more to the second half
of the year.

                                           H1 2025  H1 2024         Change
 B2C: monthly number of customers
 Auto dealers                              3,749    3,749           0%
 Real Estate brokers                       5,102    4,917           +4%
 Jobs* companies                           2,421    2,377           +2%

 C2C: number of active ads
 Auto**                                    37,650   34,695          +9%
 Real Estate                               24,182   20,140          +20%
 Services                                  8,967    8,243           +9%

 C2C: monthly number of listed ads
 Auto**                                    25,918    25,685         +1%
 Real Estate                                9,436      9,227        +2%
 Generalist***                             94,951   100,873         (6%)

 B2C: monthly ARPU(7) (€)
 Auto                                        317    271             +17%
 Real Estate                               205            172       +19%
 Jobs*                                      461           411       +12%

 C2C: monthly revenue per active ad (€)
 Auto**                                      22       20            +10%
 Real Estate                                25       23             +10%
 Services                                   27        23            +19%

 C2C: revenue per listed ad (€)
 Auto**                                     32       27             +18%
 Real Estate                               64       50              +29%
 Generalist***                             7         7              +12%

 

* In Jobs & Services business line B2C revenue comes from Jobs only; C2C
revenue principally comes from Services portals, therefore only Services
platforms' information is presented.

** Car ads only (excluding ads of vehicle parts, vehicles other than cars and
other categories).

*** Skelbiu.lt only, which is our main Generalist portal.

 

We continue to observe strengthening network effects across all business
units, as a growing customer base generates more content, driving greater
audience engagement.

The performance of B2C customers remains robust across the board:

·      Auto dealers number is consistent with what we saw a year ago.

·      Real Estate brokers grew by 4%, driven primarily by small brokers
transitioning to B2C subscriptions rather than placing advertisements as C2C
customers.

·      The number of Jobs customers grew by 2%, reflecting a potential
in acquiring more long-tail customers.

In C2C, both the number of active ads and listed ads grew across all
verticals.

·      In terms of active ads, in Auto and Real Estate the growth of 9%
and 20% accordingly was primarily driven by the underlying market conditions,
i.e. longer selling time (which means each advert is active for more time).
The 9% growth in Services active ads number was driven by the growing client
base using our platform.

·      The number of listed ads in Auto and Real Estate grew slightly:
1% and 2% accordingly. This was partly driven by an increase in the number of
advertisers, as well as market conditions where, in some cases, items remained
unsold during the initially selected period, leading to relistings or ad
extensions. Regarding the main Generalist portal, which accounts for 70% of
our Generalist business line revenue, approximately 75% of this revenue is
derived from vertical categories such as Auto, Real Estate, Jobs, and
Services. We strategically leverage Skelbiu.lt to strengthen our vertical
platforms. Skelbiu.lt ranks as the 6(th) most visited website in Lithuania(8)
and generates high-quality traffic for our market-leading vertical platforms
through cross-listing. Consequently, our Generalist platform faces competition
from these verticals, contributing to a 6% decline in the number of listed ads
on the Generalist platform during this half-year.

In terms of ARPU in our B2C segment:

·      Auto ARPU is up 17% driven by price and packaging changes
implemented at the end of H1 2024 (September and October 2023) and the most
recent adjustments made at the end of H1 2025 (September and October 2024).

·      Real Estate ARPU is up 19% driven by subscription fee and
packaging changes which took place at the end of H1 2024. The changes
implemented from September to October 2023 were aimed at both, growth in ARPU
and incentivising customers to choose individual and more expensive premium
packages for brokers. On top of that, the tailwind of recovering inventory
levels resulted in the utilisation of more slots per customer. This year's
annual pricing actions were implemented during September and October 2024.

·      Jobs ARPU is up 12% mainly due to pricing changes, including
reduced volume discounts. CVbankas, being the market leader, is
well-positioned to take advantage of a vibrant employment market, ensuring
continued revenue growth. Price changes were implemented on new and renewing
customers in September 2023 and were rolling out to the customers through the
12-month cycle until autumn this year. This year the new prices were
introduced in September 2024, and like last year, are rolling out to the
customers through the 12-month cycle.

In terms of the yields(7) in our C2C segment:

·      We implemented price changes in May 2024. As a result, the
monthly revenue per active ad in both Auto and Real Estate increased by 10%,
though this is already partially offset by ads remaining on the site for
longer periods. Services average monthly revenue per active ad was up 19%
mainly due to price changes and an increased usage of our value-added
services.

·      As a result of implemented price changes and advertisers opting
in for longer packages, revenue per listed ad increased by 18% in Auto, 29% in
Real Estate and 12% in Generalist.

Ancillary revenue, which accounts for 6% of the revenue and is primarily
derived from Auto financial intermediation, grew by 22% this half-year. Auto
financial intermediation growth was driven by improved conversion rates, a
decrease in EURIBOR, and an overall increase in auto transactions.

Advertising revenue, which accounts for 5% of revenue, grew by 10% this
half-year.

 

Operating costs

Operating costs before depreciation and amortisation increased 11% to €8.9
million (H1 2024: €8.0 million).

 € million                                                H1 2025  H1 2024  Change
 Labour costs                                             6.1      5.3      16%
 Advertising and marketing services                       0.5      0.5      2%
 IT expenses                                              0.4      0.4      (4%)
 Other                                                    1.9      1.8      5%
 Operating costs excluding depreciation and amortisation  8.9      8.0      11%
 Depreciation and amortisation                            6.5      8.4      (22%)
 Operating costs                                          15.5     16.4     (6%)

 

The majority of our operating costs are people costs. It is close to 15% of
Group revenue and almost 70% of operating costs if excluding depreciation and
amortisation.

Investment in our people increased by 16% to €6.1 million (H1 2024: €5.3
million). BCG team grew on average by 4 full-time employees (FTEs) if compared
to the end of the year 2024. If we compare to H1 2024, our team grew by 7% to
on average 144 FTEs (H1 2024: 134 FTEs). In addition to team expansion, the
majority of the increase in personnel costs was driven by annual salary
reviews, reflecting the wage inflation trends observed in the Baltics. Within
these costs, share-based payment expenses amounted to €1.0 million (H1 2024:
€1.0 million), reflecting an increase of 9%.

Our marketing costs amount to slightly more than 1% of revenue. As a portfolio
of brands, we optimise marketing expenses by leveraging our own websites for
advertising, minimising the need for external service providers. This is
particularly advantageous due to our ownership of Skelbiu.lt, Lithuania's
leading generalist platform. Ranking as the 6(th) most visited site in
Lithuania(8) and featuring strong vertical categories, Skelbiu.lt drives
high-quality traffic to our market-leading vertical platforms through
cross-listing.

The third-party IT services are representing 1% of revenue, and other general
administrative expenses account for 5% of revenue. We have continued our
support for non-governmental organisations (NGOs), donating €0.1 million
during the period (H1 2024: €0.1 million). This includes contributions to an
organisation assisting Ukraine in their ongoing war situation and two
charitable foundations dedicated to supporting children in need in Estonia.

In July 2024, the intangible asset related to business client relationships,
acquired in July 2019 with a five-year useful life, was fully amortised. As a
result, in H1 2025 we had a significant decrease in depreciation and
amortisation costs.

 

Net finance expense

Our finance costs mainly comprise of interest costs (1.75% margin plus
Euribor) in the amount of €1.4 million (H1 2024: €1.9 million) and
commitment fees relating to €10.0 million unsecured and undrawn Revolving
Credit Facility ("RCF"). This was offset by interest receivable on cash held
in banks of €0.1 million (H1 2024: €0.1 million).

 

Net debt and leverage

During H1 2025, €5.0 million of the existing debt has been voluntarily
repaid. An additional €7.0 million was repaid in November, after the end of
H1 2025.

Compared to the end of 2024, net debt(9) was reduced by €2.0 million to
€25.6 million (2024: €27.5 million) and we ended the half-year with
leverage(9) at 0.4x (2024: 0.5x).

 € million                     31-Oct-24            30-Apr-24
 Bank loan principal amount           45.0                  50.0
 Customer credit balances(10)         2.3                 2.4
 Total debt                            47.3                 52.4
 Cash                          (21.7)               (24.9)
 Net debt                             25.6                 27.5
 EBITDA(9) LTM                       60.4                   55.3
 Leverage                             0.4x                    0.5x

 

Tax

The Group tax charge of €3.3 million (H1 2024: €2.3 million) represented
an effective tax rate of 13% (H1 2024: 13%). The Group tax charge is a net of:

·      current tax expense of €3.7 million (H1 2024: €2.9 million);
and

·      change in deferred tax which is positive €0.4 million and
mainly consists of deferred tax from acquired intangibles (H1 2024: €0.7
million which mainly consists of deferred tax from acquired intangibles).

 

Profitability and Alternative Performance Measures

The Group has identified certain Alternative Performance Measures ("APMs")
that it believes provide additional useful information on the performance of
the Group. These APMs are not defined within IFRS and are not considered to be
a substitute for, or superior to, IFRS measures. These APMs may not be
necessarily comparable to similarly titled measures used by other companies.

Directors use these APMs alongside IFRS measures when budgeting and planning,
and when reviewing business performance.

For APM descriptions and reconciliation to IFRS measures, see note 3 to
Condensed Interim Financial Statements.

 € million                                                           H1 2025  H1 2024  Change
 EBITDA                                                              32.9     27.8     18%
 EBITDA margin %                                                     79%      78%      1% pt

 Depreciation and amortisation                                       (6.5)    (8.4)    (22%)
 Operating Profit                                                    26.4     19.4     36%

 Add back: amortisation of acquired intangibles                      6.2      8.1      (24%)
 Adjusted Operating Profit                                           32.5     27.5     18%

 Net finance costs                                                   (1.4)    (1.8)    (22%)
 Profit before tax                                                   25.0     17.6     42%

 Income tax expense                                                  (3.3)    (2.3)    47%
 Profit for the period                                               21.7     15.3     41%

 Add back: deferred tax impact of acquired intangibles amortisation  (0.3)    (0.7)    (58%)
 Adjusted net income                                                 27.6     22.7     21%

 Basic EPS (€ cents)                                                 4.5      3.1      44%
 Adjusted basic EPS (€ cents)                                        5.7      4.6      24%

 

This half a year there were no add-backs to our EBITDA. Our EBITDA grew 18% to
€32.9 million (H1 2024: €27.8 million). With revenue growing at a faster
pace than our cost base, the EBITDA margin expanded to 79% (H1 2024: 78%).

Adjusted operating profit grew to €32.5 million (H1 2024: €27.5 million)
and reported operating profit was €26.4 million (H1 2024: €19.4 million).

BCG intends to return one third of adjusted net income each year via an
interim and final dividend. For this purpose, we show amortisation of acquired
intangibles and the tax effect on it together with the adjusting items in the
table above. Adjusted net income grew 21% and reached €27.6 million (H1
2024: €22.7 million). Profit for the period grew to €21.7 million (H1
2024: €15.3 million).

 

Earnings per Share ("EPS")

Basic EPS was 4.5 € cents based on the weighted average number of shares of
482,734,472. (H1 2024: 3.1 € cents based on weighted average number of
shares of 492,016,798). Similarly to last half year, there was limited
dilution effect on EPS from the employee share arrangements.

Adjusted basic EPS grew 24% and was 5.7 € cents (H1 2024: 4.6 € cents).

 

Cash flow and cash conversion

Cash generated from operating activities grew 17% (from €29.1 million in H1
2024 to €34.2 million). Cash conversion(9) was maintained at 99% (H1 2024:
99%). Net cash inflow from operating activities (business generated cash after
corporate income tax and net interest payments) grew 18% to €28.5 million
(H1 2024: €24.2 million).

 

Capital allocation

Net cash generated from operating activities was allocated during H1 2025 to
the following:

·      Paying the final dividend for the year 2024 of 2.1 € cents per
share in October 2024, totalling €10.1 million (the final dividend for the
year 2023, paid in H1 2024 was 1.7 € cents per share, totalling €8.4
million).

·      Reducing the loan liability by partially paying down the debt in
the amount of €5.0 million (H1 2024: €15.0 million). An additional €7.0
million was repaid In November, after the end of H1 2025.

·      Buying back Company shares for cancellation for €13.5 million
(H1 2024: €7.0 million).

The capital allocation policy remains unchanged. We intend to use all the cash
we generate in a year, within that same year or shortly thereafter for the
below:

·      BCG intends to return one third of adjusted net income each year
via an interim and final dividend, split approximately one third and two
thirds, respectively. The interim dividend for the year 2025 will be paid on
24 January 2025 to members on the register on 13 December 2024. Dividends are
declared and paid in euros. Shareholders can elect to have dividends paid in
British Pound Sterling. Currency election deadline for 2025 interim dividend
is 3 January 2025.

·      We will continue considering value-creating M&A
opportunities. All options for financing attractive acquisition opportunities
remain open, including using own cash, increasing our debt and even seeking
additional equity capital. However, using own cash is the most likely and this
would most likely not affect dividends but might reduce capacity for share
buy-backs.

·      We intend using a combination of share buy-backs and debt
repayment from the balance of cash.

We also intend to keep our capital policy under review and may revise it from
time to time.

 

Going concern

The Group generated significant cash from operations during the period. As of
31 October 2024, the Group had drawn none of the €10.0 million unsecured
Revolving Credit Facility ("RCF") and had cash balances of €21.7 million.
The €10.0 million RCF is committed until July 2026.

 

1 Source: State Enterprise Regitra, Autotyrimai and Maanteeamet

2 Company information

3 Source: Statista.com, calendar year 2023 data

4 Source: State Enterprise Centre of Registers Lithuania, Land Register
Latvia, Land Board Estonia

5 Average apartment prices based on apartment prices in Vilnius, Riga and
Tallinn. Source: Swedbank (prices per square metre)

6 Source: The Department of Statistics of Lithuania

7 Yield refers to the change in average monthly revenue per active C2C ad (in
Auto, Real Estate, Services), per C2C listed ad (in Auto, Real Estate,
Generalist) or ARPU in B2C. ARPU is monthly average revenue per user (in Auto
- per dealer, in Real Estate - per broker, in Jobs - per company).

8 Source: Similarweb

9 Alternative performance measure, see note 3 to Condensed Interim Financial
Statements for further details.

10 Customer credit balances relate to amounts held by customers in e-wallets
and are included within trade and other payables as well as cash and cash
equivalents.

 

 

Principal risks and uncertainties

The Group is exposed to a number of risks and uncertainties in its business
which could impact its ability to effectively execute its strategy over the
remaining six months of the year and could cause actual results to differ
materially from expected and/or historical results.

The Board has considered the principal risks and uncertainties for the first
half and the remaining half of the financial year and will be reporting on
them more fully in the Annual Report and Accounts for the year ended 30 April
2024.

Geopolitical risk

Further escalation of the war in Ukraine could result in the unrest and
instability in the Baltic countries, potentially impacting consumer behaviour
(e.g. reducing spending or investing), seller activity (e.g. disrupting
retail), and investor perception of the business.

Political and macroeconomic situation

Economic conditions (whether due to economic cycle or supply chain disruption)
could lead to a retraction in the underlying markets, a reduction in stock,
consumer wallets and a reduction in advertisers' budgets or appetite to spend,
which all have the potential to reduce revenue. Economic conditions can also
impact the cost pressures (such as wage growth, price inflation, interest
rates, etc.).

Competition

The Group may face new competition in existing markets or in new areas of
activity. Additionally, changes in technology, including AI, and consumer
behaviour can influence how people search for cars, real estate, jobs or
general products, potentially leading to a loss of consumer audience. There is
also a risk of new entrants with innovative business models, such as offering
services for free, impacting the Group's audience, content and revenue.
Furthermore, as the Group diversifies into new and adjacent markets, the
competitive landscape widens.

Laws & regulations

The Group is subject to competition and antitrust laws, which may limit the
market power, pricing or other actions of any firm within the Group.

Companies can be subject to legal action, investigations and proceedings by
national and supranational competition and antitrust authorities, as well as
claims from clients and business partners for alleged infringements of
competition and antitrust laws. These actions could result in fines, other
forms of liability or damage to the companies' reputation. Additionally, such
laws and regulations could limit or prohibit the ability to grow in certain
markets.

Future acquisitions by the Group could be affected by applicable antitrust
laws and may be unsuccessful if the required approvals from competition
authorities are not obtained.

Technology

Cyber-attacks. The Group is at greater risk from cyber threats due to its
large scale and prominence. As the business is entirely dependent on
information technology to provide its services, successful attacks have the
potential to directly impact revenue.

Major data breach. A cyber-attack or internal failure, resulting in disabling
of platforms or systems, or a major data breach, could adversely impact the
Group's reputation, erode trust and lead to a loss of revenue and / or
profits. Data breaches, a common form of cyber-attack, can have a significant
negative business impact and often arise from insufficiently protected data.

Disruption to availability of services. The availability and reliability of
services for the Group's customers are of paramount importance. Any downtime
or disruption to consumer or advertiser services can adversely impact the
business through customer complaints, credits, decreased consumer usage, and
potential reputational damage.

Therefore, the availability of third-party services, such as internet
provision and mobile communication, which are essential for using the Group's
services, is also crucial.

Disruption to our customer and / or supplier operations

Disruptions to the operations of the Group's customers and suppliers in their
day-to-day business may affect the Group's ability to achieve desired results.

Acquisition risk

The Group might make an unsuccessful acquisition or face challenges in
integrating an acquisition, which could lead to reduced profits and impairment
charge. There is also a risk that the Group might incur acquisition related
search or due diligence costs, even if it ultimately exits the process or does
not secure the acquisition.

Climate change

From a long-term perspective, the Group is subject to physical climate risks,
directly related to climate change, and transitional climate risks, which may
arise due to transitioning to a lower carbon economy. Increased severity of
extreme weather events due to accelerating global warming may result in
disruption to provision of services from our service providers, affect the
availability of websites and change commercial customers' behaviour.

New regulations relating to the reduction of carbon emissions and increasing
climate change awareness may affect the Group's operations and the volume of
listings and encourage us to adapt our business to the new regulations and
changing market tendencies.

 

Forward-looking statement

Certain statements in this results announcement and update on trading
constitute forward-looking statements. Any statement in this document that is
not a statement of historical fact including, without limitation, those
regarding the Company's future plans and expectations, operations, financial
performance, financial condition and business is a forward-looking statement.
Such forward-looking statements are subject to known and unknown risks and
uncertainties that may cause actual results to differ materially. These risks
and uncertainties include, among other factors, changing economic, financial,
business or other market conditions. These and other factors could adversely
affect the outcome and financial effects of the plans and events described in
this statement. As a result, you are cautioned not to place reliance on such
forward-looking statements. Nothing in this statement should be construed as a
profit forecast.

 

Responsibility statement of the directors in respect of the half yearly financial report

We confirm that to the best of our knowledge:

• the condensed set of financial statements has been prepared in accordance
with IAS 34 Interim Financial Reporting as adopted for use in the UK;

• the interim management report includes a fair review of the information
required by Disclosure Guidance and Transparency Rules of the Financial
Conduct Authority ("DTR") 4.2.7R and 4.2.8R namely:

(a)   an indication of important events that have occurred during the first
six months of the financial year and their impact on the condensed set of
financial statements; and a description of the principal risks and
uncertainties for the remaining six months of the year; and

(b)   related party transactions that have taken place in the first six
months of the current financial year and that have materially affected the
financial position or performance of the entity during that period; and any
changes in the related party transactions described in Annual report and
Accounts 2024 that could do so.

 Justinas Šimkus           Lina Mačienė

 Chief Executive Officer   Chief Financial Officer

 5 December 2024           5 December 2024

 

 

Condensed Consolidated Interim Statement of Profit or Loss and Other Comprehensive Income
For the six months ended 31 October 2024
                                            Notes  6 months ended 31 October 2024      6 months ended 31 October 2023      Year

                                                   (€ thousands)                       (€ thousands)                       ended 30

                                                                                                                           April 2024

                                                                                                                           (€ thousands)

 Revenue                                    5      41,829                              35,791                              72,067
 Other income                                      6                                   23                                  25
 Expenses                                   6      (15,466)                            (16,447)                            (33,755)
 Operating profit                                  26,369                              19,367                              38,337

 Finance income                             7      130                                 132                                 238
 Finance expenses                           7      (1,515)                             (1,914)                             (3,649)
 Net finance costs                                 (1,385)                             (1,782)                             (3,411)

 Profit before tax                                 24,984                              17,585                              34,926

 Income tax expense                         8      (3,299)                             (2,250)                             (2,878)
 Profit for the period                             21,685                              15,335                              32,048
 Other comprehensive income/(loss)                 -                                   -                                   -
 Total comprehensive income for the period         21,685                              15,335                              32,048
 Attributable to:
 Owners of the Company                             21,685                              15,335                              32,048

 Earnings per share (€ cents)
 Basic                                      9      4.49                                3.12                                6.54
 Diluted                                    9      4.49                                3.12                                6.53

 

Condensed Consolidated Interim Statement of Financial Position
At 31 October 2024
                                 Notes  31 October 2024       31 October 2023       30 April

                                        (€ thousands)         (€ thousands)         2024

                                                                                    (€ thousands)
 Assets
 Property, plant and equipment          683                   561                   546
 Intangible assets and goodwill  10     363,078               377,464               369,299
 Right-of-use assets                    999                   835                   1,153
 Deferred tax assets                    -                     241                   -
 Non-current assets                     364,760               379,101               370,998

 Trade and other receivables     11     4,914                 4,156                 4,472
 Cash and cash equivalents              21,713                20,449                24,857
 Current assets                         26,627                24,605                29,329

 Total assets                           391,387               403,706               400,327

 Equity
 Share capital                   12     5,636                 5,745                 5,690
 Own shares held                 13     (6,560)               (5,854)               (5,854)
 Capital reorganisation reserve         (286,904)             (286,904)             (286,904)
 Capital redemption reserve             186                   77                    132
 Retained earnings                      618,516               620,437               621,090
 Total equity                           330,874               333,501               334,154

 Loans and borrowings            15     45,016                54,413                49,941
 Deferred tax liabilities               2,495                 3,660                 2,874
 Non-current liabilities                47,511                58,073                52,815

 Current tax liabilities                1,124                 1,382                 1,909
 Loans and borrowings            15     313                   395                   356
 Trade and other payables        16     6,226                 6,011                 6,260
 Contract liabilities                   5,339                 4,344                 4,833
 Current liabilities                    13,002                12,132                13,358

 Total liabilities                      60,513                70,205                66,173

 Total equity and liabilities           391,387               403,706               400,327

 

Condensed Consolidated Interim Statement of Changes in Equity
For the six months ended 31 October 2024
                                                No t e  Share             Own shares held   Capital reorganisation reserve  Capital redemption reserve  Retained earnings  Total

                                                        capital           (€ thousands)     (€ thousands)                   (€ thousands)               (€ thousands)      equity

                                                        (€ thousands)                                                                                                      (€ thousands)

 Balance at 30 April 2023                               5,783             (6,252)           (286,904)                       39                          619,986            332,652
 Profit for the period                                  -                 -                 -                               -                           15,335             15,335
 Other comprehensive income                             -                 -                 -                               -                           -                  -
 Total comprehensive income                             -                 -                 -                               -                           15,335             15,335
 Transactions with owners:
 Share-based payments                           19      -                 -                 -                               -                           959                959
 Tax impact of share-based payments                     -                 -                 -                               -                           (20)               (20)
 Exercise of employee share options             13      -                 398               -                               -                           (395)              3
 Purchase of shares for cancellation            12      (38)              -                 -                               38                          (7,069)            (7,069)
 Dividends                                      14      -                 -                 -                               -                           (8,359)            (8,359)
 Balance at 31 October 2023                             5,745             (5,854)           (286,904)                       77                          620,437            333,501

 Balance at 30 April 2023                               5,783             (6,252)           (286,904)                       39                          619,986            332,652
 Profit for the year                                    -                 -                 -                               -                           32,048             32,048
 Other comprehensive income                             -                 -                 -                               -                           -                  -
 Total comprehensive income                             -                 -                 -                               -                           32,048             32,048
 Transactions with owners:
 Share-based payments                           19      -                 -                 -                               -                           2,165              2,165
 Tax impact of share-based payments                     -                 -                 -                               -                           (20)               (20)
 Exercise of employee share options             13      -                 398               -                               -                           (395)              3
 Purchase of shares for cancellation            12      (93)              -                 -                               93                          (19,442)           (19,442)
 Dividends                                      14      -                 -                 -                               -                           (13,252)           (13,252)
 Balance at 30 April 2024                               5,690             (5,854)           (286,904)                       132                         621,090            334,154

 Balance at 30 April 2024                               5,690             (5,854)           (286,904)                       132                         621,090            334,154
 Profit for the period                                  -                 -                 -                               -                           21,685             21,685
 Other comprehensive income                             -                 -                 -                               -                           -                  -
 Total comprehensive income                             -                 -                 -                               -                           21,685             21,685
 Transactions with owners:
 Share-based payments                           19      -                 -                 -                               -                           1,044              1,044
 Purchase of shares for performance share plan          -                 (2,363)           -                               -                           -                  (2,363)
 Exercise of employee share options             13      -                 1,657             -                               -                           (1,645)            12
 Purchase of shares for cancellation            12      (54)              -                 -                               54                          (13,553)           (13,553)
 Dividends                                      14      -                 -                 -                               -                           (10,105)           (10,105)
 Balance at 31 October 2024                             5,636             (6,560)           (286,904)                       186                         618,516            330,874

 

Condensed Consolidated Interim Statement of Cash Flows

For the six months ended 31 October 2024
                                                                                 Notes  6 months ended 31 October 2024      6 months ended 31 October 2023      Year ended

                                                                                        (€ thousands)                       (€ thousands)                       30 April 2024

                                                                                                                                                                (€ thousands)
 Cash flows from operating activities
 Profit for the period                                                                  21,685                              15,335                              32,048

 Adjustments for:
 Depreciation and amortisation                                                   6      6,545                               8,445                               16,918
 Loss on property, plant and equipment disposals                                        4                                   -                                   -
 Taxation                                                                        8      3,299                               2,250                               2,878
 Net finance costs                                                               7      1,385                               1,782                               3,411
 Share-based payments                                                            19     1,044                               959                                 2,165

 Working capital adjustments:
 Increase in trade and other receivables                                                (441)                               (634)                               (958)
 Increase in trade and other payables                                                   164                                 518                                 1,554
 Increase in contract liabilities                                                       506                                 462                                 951
 Cash generated from operating activities                                               34,191                              29,117                              58,967
 Corporate income tax paid                                                              (4,462)                             (3,324)                             (4,714)
 Interest received                                                                      125                                 132                                 237
 Interest and commitment fees paid                                                      (1,332)                             (1,739)                             (3,292)
 Net cash inflow from operating activities                                              28,522                              24,186                              51,198

 Cash flows from investing activities
 Acquisition of intangible assets and property, plant and equipment                     (309)                               (177)                               (306)
 Proceeds from sale of property, plant and equipment                                    -                                   3                                   3
 Acquisition of business                                                                -                                   -                                   -
 Net cash used in investing activities                                                  (309)                               (174)                               (303)

 Cash flows from financing activities
 Repayment of loans and borrowings                                                      (5,000)                             (15,000)                            (20,000)
 Payment of lease liabilities                                                           (132)                               (155)                               (305)
 Purchase of own shares for cancellation                                         12     (13,764)                            (7,119)                             (19,540)
 Purchase of own shares for performance share plan                               13     (2,363)                             -                                   -
 Proceeds from exercise of share options                                         13     12                                  3                                   3
 Dividends paid                                                                  14     (10,105)                            (8,359)                             (13,252)
 Net cash used in financing activities                                                  (31,352)                            (30,630)                            (53,094)

 Net cash (outflow) / inflow from operating, investing and financing activities         (3,139)                             (6,618)                             (2,199)
 Differences on exchange                                                                (5)                                 (3)                                 (14)
 Net (decrease) / increase in cash and cash equivalents                                 (3,144)                             (6,621)                             (2,213)
 Cash and cash equivalents at the beginning of the period                               24,857                              27,070                              27,070
 Cash and cash equivalents at the end of the period                                     21,713                              20,449                              24,857

 

1. General information

Baltic Classifieds Group PLC (the "Company") is a Company incorporated in the
United Kingdom and its registered office is Highdown House, Yeoman Way,
Worthing, West Sussex, United Kingdom, BN99 3HH (Company no. 13357598). The
condensed consolidated interim financial statements as at, and for the six
months ended, 31 October 2024 comprise the Company and its subsidiaries
(together referred to as the "Group"). The principal business of the Group is
operating leading online classifieds portals for auto, real estate, jobs and
services, and general merchandise in the Baltics.

 

2. Principles of preparation of condensed consolidated interim financial
statements

This condensed set of financial statements, which is unaudited, has been
prepared in accordance with IAS 34 Interim Financial Reporting as adopted in
the UK and the Disclosure Guidance and Transparency Rules sourcebook of the
United Kingdom's Financial Conduct Authority.

The annual financial statements of the Group are prepared in accordance with
UK-adopted international accounting standards. As required by the Disclosure
Guidance and Transparency Rules of the Financial Conduct Authority, the
condensed set of financial statements has been prepared by applying accounting
policies and presentation that were applied in the preparation of the
Company's published consolidated financial statements for the year ended 30
April 2024.

The information for the year ended 30 April 2024 does not constitute statutory
accounts as defined in section 434 of the Companies Act 2006. A copy of the
statutory accounts for that year has been delivered to the Registrar of
Companies. The auditor has reported on those accounts; their report (i) was
unqualified, (ii) did not include a reference to any matters to which the
auditor drew attention by way of emphasis without qualifying their report and
(iii) did not contain a statement under section 498 (2) or (3) of the
Companies Act 2006.

Use of estimates and judgments

The preparation of the condensed consolidated interim financial statements, in
accordance with UK-adopted IFRS, requires management to make judgments,
estimates and assumptions that affect the application of accounting policies
and the reported amounts of assets, liabilities, income and expenses. Actual
results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis.
Revisions to accounting estimates are recognised in the period in which the
estimates are revised or in any future periods affected.

In preparing these condensed interim financial statements, the significant
judgements made by management in applying the Group's accounting policies and
the key sources of estimation uncertainty were the same as those that applied
to the consolidated financial statements for the year ended 30 April 2024.

Going concern

The Directors have made an assessment of the Group's ability to continue as a
going concern covering a period of at least 12 months from the date of
approval of these condensed consolidated interim financial statements and has
a reasonable expectation that the Group has adequate resources to continue in
operational existence over this period.

The Group meets its day-to-day working capital requirements from cash
balances, if needed the Group also has access to a revolving credit facility
that amounts to €10,000 thousand and is available until July 2026. As at 31
October 2024 no amounts of the revolving credit facility were drawn down.

The Group has a bank loan which matures in July 2026 and its availability is
subject to continued compliance with certain covenants, it becomes repayable
on demand in the case of a change in control. The Group voluntarily repaid
€5,000 thousand of the loan during the six months ended 31 October 2024, the
outstanding balance at the period end amounts to €45,000 thousand. In
addition, the Company has bought-back its own shares for €13,764 thousand
and paid a dividend comprising €10,105 thousand of cash. The Group had cash
balances of €21,713 thousand at the period end. After 31 October 2024, the
Group has made a further voluntary repayment of debt of €7,000 thousand.

When assessing the going concern of the Group, the directors have reviewed the
year-to-date financial information. During the six months ended 31 October
2024 the Group has earned a profit of €21,685 thousand and generated a net
operating cash inflow of €28,522 thousand. The Directors also reviewed
detailed financial forecasts for the period ending 12 months from the date of
approval of these condensed consolidated interim financial statements. The
assumptions used in the financial forecasts are based on the Group's
historical performance and the Directors' experience of the industry.

The Directors considered severe but plausible downside scenarios taking into
account the impact of any major data breach, adverse changes to the
competitive environment and a continuing geopolitical tension in the
neighbouring countries, and their effect on revenues and costs. In all
scenarios considered a positive liquidity and covenants headroom is maintained
during the 12 months after signing the half year report. The stress testing
indicates that, the Group will comply with its debt covenants and have
sufficient funds, to meet its liabilities as they fall due for the assessment
period.

Consequently, the Directors are confident that the Group will have sufficient
funds to continue to meet its liabilities as they fall due for at least 12
months from the date of approval of these condensed consolidated interim
financial statements and therefore have prepared these condensed consolidated
interim financial statements on a going concern basis.

 

3. Alternative performance measures (APMs)

In the analysis of the Group's financial performance, certain information
disclosed in the financial statements may be prepared on a non-GAAP basis or
has been derived from amounts calculated in accordance with IFRS but are not
themselves an expressly permitted GAAP measure. These measures are reported in
line with the way in which financial information is analysed by management and
designed to increase comparability of the Group's year-on-year financial
position, based on its operational activity. These measures are not designed
to be a substitute for any of the IFRS measures of performance and may not be
directly comparable with other companies' alternative performance measures.
The key alternative performance measures presented by the Group are:

·      Adjusted operating profit which is Operating profit after adding
back acquired intangibles amortisation. This measure helps to provide an
indication of the Group's ongoing business performance.

·      EBITDA which is Operating profit after adding back depreciation
and amortisation. This measure is used internally to assess business
performance and in budgeting and forecasting.

·      EBITDA margin which is EBITDA as a percentage of revenue.
Progression in EBITDA margin is an important indicator of the Group's
operating efficiency.

·      Adjusted net income which is Profit for the period after adding
back post-tax impact of acquired intangibles amortisation and one-off
corporate income tax credit relating to 2021. It is used to arrive at Adjusted
basic EPS and in applying the Group's capital allocation policy.

·      Adjusted basic EPS which is Adjusted net income divided by the
weighted average number of ordinary shares in issue. This measure helps to
provide an indication of the Group's ongoing business performance.

·      Net debt which is calculated as total debt (bank loans principal
and Osta.ee customer credit balances) less cash and cash equivalents. Net debt
is used to arrive at the leverage ratio.

·      Leverage which is calculated as Net debt as a percentage of
EBITDA over last twelve months (LTM). This measure is used in assessing
covenant compliance for the Group's loan facility which includes a Total
leverage ratio covenant (see note 15).

·      Cash conversion which is EBITDA after deducting acquisition of
intangible assets and property, plant and equipment as a percentage of EBITDA.
This measure is used to monitor the Group's operational efficiency.

Reconciliation of alternative performance measures

 

Adjusted operating profit

                                        6 months ended 31 October 2024      6 months ended 31 October 2023      Year ended 30 April 2024

                                        (€ thousands)                       (€ thousands)                       (€ thousands)
 Operating profit                       26,369                              19,367                              38,337
 Acquired intangibles amortisation      6,178                               8,104                               16,208
 Adjusted operating profit              32,547                              27,471                              54,545

 

EBITDA

                                       6 months ended 31 October 2024      6 months ended 31 October 2023      Year ended 30 April 2024

                                       (€ thousands)                       (€ thousands)                       (€ thousands)
 Operating profit                      26,369                              19,367                              38,337
 Depreciation and amortisation(1)      6,545                               8,445                               16,918
 EBITDA                                32,914                              27,812                              55,255
 EBITDA margin                         79%                                 78%                                 77%

1 Including acquired intangibles amortisation of €6,178 thousand (€8,104
thousand in the six months ended 31 October 2023 and €16,208 thousand in the
year ended 30 April 2024).

 

Adjusted net income

                                                               6 months ended 31 October 2024      6 months ended 31 October 2023      Year ended 30 April 2024

                                                               (€ thousands)                       (€ thousands)                       (€ thousands)
 Profit for the period                                         21,685                              15,335                              32,048
 Acquired intangibles amortisation                             6,178                               8,104                               16,208
 Deferred tax effect of acquired intangibles amortisation      (304)                               (717)                               (1,434)
 CIT credit relating to 2021(2)                                -                                   -                                   (1,830)
 Adjusted net income                                           27,559                              22,722                              44,992

2 See note 8 for more information

 

Adjusted basic EPS

                                                          6 months ended 31 October 2024      6 months ended 31 October 2023      Year ended 30 April 2024
 Adjusted net income (€ thousands)                        27,559                              22,722                              44,992
 Weighted average number of ordinary shares (note 9)      482,734,472                         492,016,798                         489,975,882
 Adjusted basic EPS (€ cents)                             5.71                                4.62                                9.18

 

Net debt

                                         31 October 2024       31 October 2023                       30 April 2024

                                         (€ thousands)         (€ thousands)                         (€ thousands)
 Bank loan principal amount              45,000                55,000                                50,000
 Customer credit balances (note 16)      2,269                               2,310                                2,398
 Total debt                              47,269                           57,310                                52,398
 Cash and cash equivalents               (21,713)                       (20,449)                            (24,857)
 Net debt                                25,556                36,861                                           27,541

 

Leverage

                           31 October 2024       31 October 2023                      30 April 2024

                           (€ thousands)         (€ thousands)                        (€ thousands)
 Net debt                  25,556                36,861                               27,541
 EBITDA (LTM)              60,357                51,076                               55,255
 Total leverage ratio      0.42                                0.72                   0.50

 

Cash conversion

                                                                         6 months ended 31 October 2024      6 months ended 31 October 2023      Year ended 30 April 2024

                                                                         (€ thousands)                       (€ thousands)                       (€ thousands)
 EBITDA                                                                  32,914                              27,812                              55,255
 Acquisition of intangible assets and property, plant and equipment      (309)                               (177)                               (306)
                                                                         32,605                                        27,635                              54,949
 Cash conversion                                                         99%                                 99%                                 99%

 

4. Operating segments

Operating segments are identified on the basis of internal reports about
components of the Group that are regularly reviewed by the chief operating
decisionmaker ("CODM") in order to allocate resources to the segments and to
assess their performance. The CODM has been identified as the Board of Baltic
Classifieds Group PLC.

The main focus of the Group is operating leading online classifieds platforms
for automotive, real estate, jobs and services, and general merchandise in the
Baltics. The Group's business is managed on a consolidated level. The Board
views information for each classified platform at a revenue level only and
therefore the platforms are considered products but not a separate line of
business or segment. The Group considers itself a classified business
operating in a well-defined and economically similar geographical area, the
Baltic countries. And therefore, the Board views detailed revenue information
but only views costs and profit information at a Group level. As such,
management concluded that BCG has one operating segment, which also represents
one reporting segment.

The revenue break-down is disclosed by primary geographical markets, key
revenue streams and revenue by business lines in accordance with IFRS 15 in
note 5.

 

5. Revenue

In the following tables, revenue from contracts with customers is
disaggregated by primary geographical markets, key revenue streams and revenue
by business lines.

 Primary geographic markets                         6 months ended 31 October 2024                                                     6 months ended 31 October 2023                        Year ended 30 April 2024

                                                    (€ thousands)                                                                      (€ thousands)                                         (€ thousands)
 Lithuania                                          29,278                                                25,032                                                           50,354
 Estonia                                            11,742                                                10,065                                                           20,277
 Latvia                                             809                                                   694                                                              1,436
 Total                                              41,829                                                35,791                                                           72,067

 Key revenue streams                                6 months ended 31 October 2024                        6 months ended 31 October 2023                                   Year ended 30 April 2024

                                                    (€ thousands)                                         (€ thousands)                                                    (€ thousands)
 Listings revenue                                   37,464                                                32,041                                                           64,612
  - Listings revenue: B2C                           20,765                                                17,727                                                           36,289
  - Listings revenue: C2C                           16,699                                                14,314                                                           28,323
 Ancillary revenue(1)                               2,353                                                 1,922                                                            3,762
 Advertising revenue                                2,012                                                 1,828                                                            3,693
 Total                                              41,829                                                35,791                                                           72,067

 Revenue by business lines                          6 months ended 31 October 2024                        6 months ended 31 October 2023                                   Year ended 30 April 2024

                                                    (€ thousands)                                         (€ thousands)                                                    (€ thousands)
 Auto                                               16,024                                                13,679                                                           27,543
  - Listings revenue: B2C                           7,130                                                 6,104                                                             12,954
  - Listings revenue: C2C                           6,160                                                 5,261                                                             10,032
  - Ancillary revenue                               2,239                                                 1,791                                                             3,512
  - Advertising revenue                             495                                                   523                                                               1,045

 Real Estate                                        11,004                                                 8,768                                                           18,036
  - Listings revenue: B2C                           6,290                                                 5,077                                                            10,688
  - Listings revenue: C2C                           3,634                                                 2,745                                                            5,432
  - Ancillary revenue                               25                                                                       28                                                           45
  - Advertising revenue                             1,055                                                 918                                                                     1,871

 Jobs & Services                                    8,241                                                                7,063                                                         13,849
  - Listings revenue: B2C                           6,698                                                                  5,867                                           11,214
  - Listings revenue: C2C                           1,511                                                                  1,178                                           2,593
  - Ancillary revenue                                  -                                                                          -                                        -
  - Advertising revenue                             32                                                                         18                                          42

 Generalist                                         6,560                                                               6,281                                                          12,639
  - Listings revenue: B2C                           647                                                                  679                                               1,433
  - Listings revenue: C2C                           5,394                                                               5,130                                              10,266
  - Ancillary revenue                               89                                                                        103                                          205
  - Advertising revenue                             430                                                                       369                                          735

 Total                                              41,829                                                35,791                                                                       72,067

1 Ancillary revenue includes revenue from financial intermediation,
subscription services and other. Financial intermediation revenue accounts for
86% of the total ancillary revenue for the six months ended 31 October 2024
(91% for the six months ended 31 October 2023 and 89% for the year ended 30
April 2024).

 

6. Operating profit

                                                           6 months ended 31 October 2024      6 months ended 31 October 2023      Year ended 30 April 2024

                                                           (€ thousands)                       (€ thousands)                       (€ thousands)
 Operating profit is after charging the following:
 Labour costs                                              (6,115)                             (5,274)                             (11,326)
 Depreciation and amortisation                             (6,545)                             (8,445)                             (16,918)
 Advertising and marketing services                        (503)                               (493)                               (1,040)
 IT expenses                                               (416)                               (432)                               (837)
 Impairment loss on trade receivables and contract assets  (2)                                 (6)                                 (50)
 Other                                                     (1,885)                             (1,797)                             (3,584)
                                                           (15,466)                            (16,447)                            (33,755)

 

7. Net finance costs

                                                 6 months ended 31 October 2024      6 months ended 31 October 2023      Year ended 30 April 2024

                                                 (€ thousands)                       (€ thousands)                       (€ thousands)
 Interest income                                 130                                 132                                 237
 Other financial income                          -                                   -                                   1
 Total finance income                            130                                 132                                 238

 Interest expenses                               (1,445)                             (1,857)                             (3,516)
 Commitment and agency fees                      (40)                                (40)                                (79)
 Other financial expenses                        (5)                                 (4)                                 (16)
 Interest unwind on lease liabilities            (25)                                (13)                                (38)
 Total finance expenses                          (1,515)                             (1,914)                             (3,649)

 Net finance costs recognised in profit or loss  (1,385)                             (1,782)                             (3,411)

 

8. Income taxes

                                                  6 months ended 31 October 2024      6 months ended 31 October 2023      Year ended 30 April 2024

                                                  (€ thousands)                       (€ thousands)                       (€ thousands)
 Current tax expense
 Current year                                     (3,678)                             (2,922)                             (5,928)
 Adjustments for current tax of prior periods(1)  -                                   -                                   1,834
 Deferred tax expense
 Change in deferred tax(2)                        379                                 672                                 1,216

 Tax expense                                      (3,299)                             (2,250)                             (2,878)

 

1 Year ended 30 April 2024 amount includes €1,830 thousand credit which
relates to CIT for 2021. Until December 2023, the Lithuanian Tax Authority
(LTA) maintained that a tax group, and thus the sharing of tax losses with a
group company earning taxable profits, could only be established two years
after companies became part of the same group. However, a court ruling on 13
December 2023 found this interpretation of Article 56(1), Paragraph 1 of the
Corporate Income Tax Law incorrect. The decision is final. Following the
ruling, CIT declarations for 2020-2021 were updated with a tax loss of
€12,200 thousand being transferred from UAB Antler Group to UAB Diginet LTU,
resulting in a €1,830 thousand CIT overpayment by UAB Diginet LTU, which has
now been utilised.

2 Six months ended 31 October 2024 amount includes €188 thousand of
adjustments relating to changes in tax rates.

 

Tax losses can be transferred between companies within the same tax group
effectively reducing consolidated income tax expense.

 

9. Earnings per share

                                                           6 months ended 31 October 2024      6 months ended 31 October 2023      Year ended 30 April 2024

 Weighted average number of shares outstanding             482,734,472                         492,016,798                         489,975,882
 Dilution effect on the weighted average number of shares  479,522                             -                                   928,407
 Diluted weighted average number of shares outstanding     483,213,994                         492,016,798                         490,904,289
 Profit for the period (€ thousands)                       21,685                              15,335                              32,048
 Basic earnings per share (€ cents)                        4.49                                3.12                                6.54
 Diluted earnings per share (€ cents)                      4.49                                3.12                                6.53

In calculating diluted EPS, the weighted average number of ordinary shares in
issue is adjusted to assume conversion of all potentially dilutive shares. The
Group's potentially dilutive instruments are in respect of share-based
incentives granted to employees. Options under the Performance Share Plan
(note 19) are contingently issuable shares and are therefore only included
within the calculation of diluted EPS if the performance conditions are
satisfied.

The reconciliation of the weighted average number of shares is provided below:

 

                                                                   6 months ended 31 October 2024      6 months ended 31 October 2023      Year ended 30 April 2024
                                                                   Number of shares                    Number of shares                    Number of shares
 Issued ordinary shares at 1 May less ordinary shares held by EBT  485,588,745                         493,363,165                         493,363,165
 Weighted effect of ordinary shares purchased by EBT               (465,217)                           -                                   -
 Weighted effect of share-based incentives exercised               536,821                             148,716                             196,255
 Weighted effect of own shares purchased for cancellation          (2,925,877)                         (1,495,083)                         (3,583,538)
 Weighted average number of ordinary shares                        482,734,472                         492,016,798

                                                                                                                                           489,975,882

 

10. Intangible assets and goodwill

                                                 Goodwill          Trademarks and domains  Relationships with clients  Other intangible assets  Total

                                                 (€ thousands)     (€ thousands)           (€ thousands)               (€ thousands)            (€ thousands)
 Cost
 Balance at 30 April 2023                        329,961           63,340                  50,960                      1,291                    445,552
 Additions                                       -                 -                       -                           -                        -
 Balance at 31 October 2023                      329,961           63,340                  50,960                      1,291                    445,552

 Balance at 30 April 2023                        329,961           63,340                  50,960                      1,291                    445,552
 Disposals                                       -                 -                       -                           (45)                     (45)
 Balance at 30 April 2024                        329,961           63,340                  50,960                      1,246                    445,507

 Balance at 30 April 2024                        329,961           63,340                  50,960                      1,246                    445,507
 Additions                                       -                 15                      -                           -                        15
 Balance at 31 October 2024                      329,961           63,355                  50,960                      1,246                    445,522

 Accumulated amortisation and impairment losses
 Balance at 30 April 2023                        -                 23,348                  35,822                      749                      59,919
 Amortisation                                    -                 3,167                   4,937                       65                       8,169
 Balance at 31 October 2023                      -                 26,515                  40,759                      814                      68,088

 Balance at 30 April 2023                        -                 23,348                  35,822                      749                      59,919
 Amortisation                                    -                 6,334                   9,874                       126                      16,334
 Disposals                                       -                 -                       -                           (45)                     (45)
 Balance at 30 April 2024                        -                 29,682                  45,696                      830                      76,208

 Balance at 30 April 2024                        -                 29,682                  45,696                      830                      76,208
 Amortisation                                    -                 3,167                   3,011                       58                       6,236
 Balance at 31 October 2024                      -                 32,849                  48,707                      888                      82,444

 Carrying amounts
 Balance at 30 April 2023                        329,961           39,992                  15,138                      542                      385,633
 Balance at 31 October 2023                      329,961           36,825                  10,201                      477                      377,464
 Balance at 30 April 2024                        329,961           33,658                  5,264                       416                      369,299
 Balance at 31 October 2024                      329,961           30,506                  2,253                       358                      363,078

 

11. Trade and other receivables

                                            31 October 2024       31 October 2023       30 April 2024

                                            (€ thousands)         (€ thousands)         (€ thousands)
 Trade receivables                          4,419                 3,773                 4,071
 Expected credit loss on trade receivables  (50)                  (47)                  (48)
 Prepayments                                298                   298                   225
 Other short-term receivables               247                   132                   224
 Total                                      4,914                 4,156                 4,472

 

Trade and other receivables (except for loan receivables) are non-interest
bearing. The Group has recognised impairment losses in the amount of €50
thousand as at 31 October 2024 (€47 thousand as at 31 October 2023 and €48
thousand as at 30 April 2024). Change in impairment losses for trade
receivables, netted with recoveries, for the six months ended 31 October 2024
amounted to €2 thousand (€6 thousand for the six months ended 30 October
2023 and €50 thousand for year ended 30 April 2024). As at 31 October 2024,
31 October 2023 and 30 April 2024, there are no pledges on trade receivables.

 

12. Equity

                                          Number of shares      Share capital amount      Share premium amount

                                                                (€ thousands)             (€ thousands)

 Balance as at 30 April 2023              496,963,165           5,783                     -
 Purchase and cancellation of own shares  (3,224,063)           (38)                      -
 Balance as at 31 October 2023            493,739,102           5,745                                     -

 Balance as at 30 April 2023              496,963,165           5,783                     -
 Purchase and cancellation of own shares  (8,018,738)           (93)                                   -
 Balance as at 30 April 2024              488,944,427           5,690                     -

 Balance as at 30 April 2024              488,944,427           5,690                     -
 Purchase and cancellation of own shares  (4,591,748)           (54)                      -
 Balance as at 31 October 2024            484,352,679           5,636                     -

 

Included within shares in issue at 31 October 2024 are 3,138 thousand (3,356
thousand at 31 October 2023 and 30 April 2023) shares held by the Employee
Benefit Trust ("EBT") (note 13).

 

13. Own shares held

                                                     Shares held by EBT
                                                     Amount                     Number

                                                     (€ thousands)              (thousands)
 Balance as at 30 April 2023                         6,252                      3,600
 Exercise of share options                           (398)                      (244)
 Balance as at 31 October 2023                       5,854                      3,356

 Balance as at 30 April 2023                         6,252                      3,600
 Exercise of share options                           (398)                      (244)
 Balance as at 30 April 2024                         5,854                      3,356

 Balance as at 30 April 2024                         5,854                      3,356
 Purchase of shares for performance share plan(1)    2,363                      800
 Exercise of share options                           (1,657)                    (1,018)
 Balance as at 30 April 2024                         6,560                      3,138

1 Shares were purchased on 17 July 2024 at a price of £2.47 (€2.94) per
share.

 

14. Dividends

Dividends paid by the Company were as follows:

                        6 months ended 31 October 2024      6 months ended 31 October 2023      Year ended 30 April 2024

                        (€ thousands)                       (€ thousands)                       (€ thousands)
 2023 final dividend    -                                   8,359                               8,359
 2024 interim dividend  -                                   -                                   4,893
 2024 final dividend     10,105                             -                                   -
 Total                   10,105                             8,359                               13,252

 

Total dividends per share for the periods to which they relate were as
follows:

 

                        6 months ended 31 October 2024      6 months ended 31 October 2023      Year ended 30 April 2024

                        (€ cents per share)                 (€ cents per share)                 (€ cents per share)
 2024 interim dividend  -                                   1.0                                 1.0
 2024 final dividend    -                                   -                                   2.1
 2025 interim dividend  1.2                                 -                                   -
 Total                  1.2                                 1.0                                 3.1

 

The 2025 interim dividend will be paid on 24 January 2025 to shareholders on
the register at the close of business on 13 December 2024 and the payment will
comprise approximately €5,800 thousand of cash. Dividends are declared and
paid in euros. Shareholders can elect to have dividends paid in British Pound
Sterling. Currency election deadline for 2024 interim dividend is 3 January
2025.

 

15. Loans and borrowings

 Non-current liabilities            31 October 2024       31 October 2023       30 April 2024

                                    (€ thousands)         (€ thousands)         (€ thousands)
 Bank loan                          44,324                53,919                49,122
 Lease liabilities                  692                   494                   819
                                    45,016                54,413                49,941

 Current liabilities                31 October 2024       31 October 2023       30 April 2024

                                    (€ thousands)         (€ thousands)         (€ thousands)
 Bank loan                          55                    137                   93
 Lease liabilities                  258                   258                   263
                                    313                   395                   356

 

Bank loan:

 Period                            Maturity       Loan currency      Effective annual interest rate      Amount at the end of the period

                                                                                                         (€ thousands)
 Six months ended 31 October 2023  2026 July      €                  5.39%                               54,056
 Year ended 30 April 2024          2026 July      €                  5.59%                               49,215
 Six months ended 31 October 2024  2026 July      €                  5.61%                               44,379

 

As at 31 October 2024 the undrawn revolving credit facility amounted to
€10,000 thousand (€10,000 thousand at 30 April 2024 and €10,000 thousand
at 31 October 2023).

The loan agreement prescribes a Total Leverage Ratio covenant. Total Leverage
Ratio is calculated as Net Debt over last twelve months (LTM) of EBITDA and
shall not exceed 5.50:1. As at 31 October 2024, 30 April 2024 and 31 October
2023, the Group complied with the covenant prescribed in the loan agreement.

As per the same agreement, the interest margin for each facility is tied to
the Total Leverage Ratio at each interest calculation date on a semi-annual
basis. The interest rate margin is 1.75% when the leverage ratio is equal or
below 2.5, and gradually increase when leverage ratio increase. The interest
rate margin applicable for the Group was 1.75% for the periods ended 31
October 2024, 30 April 2024 and 31 October 2023.

 

16. Trade and other payables

                              31 October 2024       31 October 2023       30 April 2024

                              (€ thousands)         (€ thousands)         (€ thousands)
 Trade payables               378                   388                   399
 Accrued expenses             432                   552                   437
 Payroll related liabilities  1,225                 994                   1,134
 Other tax                    1,877                 1,590                 1,668
 Customer credit balances     2,269                 2,310                 2,398
 Other payables               45                    177                   224
                              6,226                 6,011                 6,260

 

17. Related party transactions

On 17 July 2024 the Company purchased 4.2 million of its own shares at a price
of £2.47 (€2.94) per share from ANTLER EquityCo S.à.r.l. which is
controlled by funds advised by Apax Partners LLP (1.5 million shares at a
price of £2.06 (€2.40) per share was purchased from ANTLER EquityCo
S.à.r.l. on 22 January 2024, no such purchases during the six months ended 31
October 2023). The transaction was executed as an off-market purchase for
which the Company was granted approval by its shareholders at its Annual
General Meeting held on 27 September 2023. Through the same placing, ANTLER
EquityCo S.à.r.l. also sold the rest of its shareholding in the Company that
represented a full exit by ANTLER EquityCo S.à.r.l. of its position in the
Company. As a result ANTLER EquityCo S.à.r.l. is no longer considered a
related party to the Company.

Apart from the above and the remuneration of key management personnel (see
note 18), including share option awards under PSP scheme (see note 19), during
the six months ended 31 October 2024, the year ended 30 April 2024 and the six
months ended 31 October 2023, there were no other transactions with related
parties outside the consolidated Group.

 

18. Remuneration of key management personnel and other payments

Key management personnel comprises 3 Executive directors (CEO, CFO, COO), 6
Non-Executive Directors, Development Director and Directors of Group
companies. Remuneration of key management personnel, including social security
and related accruals, amounted to €984 thousand(1) for the six months ended
31 October 2024, €1,610 thousand for the year ended 30 April 2024 and €782
thousand for the six months ended 31 October 2023. Share-based payments
amounted to €852 thousand for the six months ended 31 October 2024, €1,666
thousand for the year ended 30 April 2024 and €734 thousand for the six
months ended 31 October 2023.

During the six months ended 31 October 2024, the year ended 30 April 2024 and
the six months ended 31 October 2023, the Executive directors of the Group
were granted a set number of share options under the PSP scheme. See note 19
for further detail.

During the six months ended 31 October 2024, the year ended 30 April 2024 and
the six months ended 31 October 2023, key management personnel of the Group
did not receive any loans, guarantees, no other payments or property transfers
occurred, and no pension or retirement benefits were paid.

1 Remuneration of key management personnel for the six months ended 31 October
2024 also includes €38 thousand dividend equivalents that relate to PSP
scheme share options vested during the six months ended 31 October 2024.

 

19. Share-based payments

Performance Share Plan

The Group currently operates a Performance Share Plan (PSP) that is subject to
a service and a non-market performance condition. The estimate of the fair
value of the PSP is measured using Black-Scholes pricing model.

The total charge in the period relating to the PSP scheme was €1,044
thousand (€2,165 thousand during the financial year ended 30 April 2024 and
€959 thousand during the six months ended 31 October 2023).

On 8 July 2024, the Group awarded 794,118 share options under the PSP scheme.
These awards have a 3-year service condition and performance condition which
is measured by reference to the Group's earnings per share in the year ended
30 April 2027.

The fair value of the 2024 award was determined to be €2.85 per option using
a Black-Scholes pricing model. The resulting share-based payments charge is
being spread evenly over the period between the grant date and the vesting
date.

The number of options outstanding and exercisable as at 31 October 2024 was as
follow:

 

                                         6 months ended 31 October 2024      6 months ended 31 October 2023      Year ended 30 April 2024
                                         (number)                            (number)                            (number)
 Outstanding at beginning of period      3,353,487                           2,484,217                           2,484,217
 Options granted in the period           794,118                             1,138,024                           1,138,024
 Options exercised in the period         (1,018,301)                         (244,318)                           (244,318)
 Options forfeited in the period         -                                   (24,436)                            (24,436)
 Outstanding at end of period            3,129,304                           3,353,487                           3,353,487

 

20. Enquiries by the Competition Authorities

As at 31 October 2024, the Group had one open enquiry from Competition
Authorities, however the Directors' view is that the likelihood of any
material outflow of resources in respect of this enquiry is remote, and
therefore no provision or contingent liability has been recognised in the
financial statements in respect of this matter (no provision or liability at
30 April 2024 and 31 October 2023).

The supervisory proceedings were initiated on 4 February 2022 by the ECA
against AllePal OÜ, the operator of real estate online classified portal,
based on the complaint filed by Reales OÜ. Reales OÜ had entered into
service agreement with AllePal OÜ for the insertion of real estate ads on
both of real estate online classified portals, and according to the complaint,
AllePal OÜ unfairly refused to provide the service to Reales OÜ by
terminating the agreement. According to AllePal OÜ, service agreement was
terminated because the claimant used the services to provide real estate ads
brokerage or aggregation services and did not engage in real estate brokerage,
for which the real estate online classifieds portals are intended. AllePal OÜ
actively co-operates with the ECA and provides all necessary information and
holds negotiations with Reales OÜ in order to develop a suitable contract and
the pricing for the service needed by the claimant. On 15 March 2022, Reales
OÜ submitted an additional complaint to initiate additional supervisory
proceedings against the AllePal OÜ, which alleges that the pricing difference
between the prices offered to the business and private customers indicates the
abuse of a dominant position. On 1 April 2022 the ECA decided not to initiate
additional proceedings and investigate the raised question within the ongoing
supervisory proceedings. As the ECA or any other Estonian authorities have not
initiated any misdemeanour (or criminal) proceedings against any Group
company, the ongoing supervisory proceedings cannot lead to any imposition of
fines to any Group company, however, if the ECA concludes that AllePal OÜ and
Kinnisvaraportaal OÜ abused their position, the ECA could issue a precept
ordering these Group companies to end any ongoing infringements. In October
2022, Group approached ECA and explained that Group failed to reach the
commercial agreement with the claimant. Since then, there were no updates in
the procedure.

 

21. Subsequent events

A voluntary repayment of debt of €7,000 thousand was made on 26 November
2024 reducing the outstanding principal amount of bank borrowings to €38,000
thousand. This is a post period end non-adjusting event which has not been
recognised in the condensed interim financial statements.

 

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