REG - LBG Media PLC - Full Year Results and Notice of AGM
21/04/2022 07:00
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RNS Number : 8195I LBG Media PLC 21 April 2022
For immediate
release
21 April 2022
LBG Media plc
("LBG Media", the "Company" or "Group")
Results for the year ended 31 December 2021
and Notice of AGM
LBG Media, the UK-based multi-brand, multi-channel digital youth publisher, is
pleased to report its results for the full year ended 31 December 2021. During
the year, the Group delivered an outstanding performance with significant
growth in revenue and adjusted EBITDA(1), along with further growth in global
audience and content views.
Financial Highlights
Business performance measures 2021 (£m) 2020 (£m) Change
Revenue
- Direct 22.4 14.2 58%
- Indirect 29.7 14.7 103%
- Other 2.4 1.3 79%
Total Group Revenue 54.5 30.2 81%
Adjusted EBITDA(1) 16.8 5.5 206%
- Adjusted EBITDA margin(1) 31% 18% 13pp
Profit before tax 8.1 4.1 98%
Cash and cash equivalents 34.3 6.9 395%
· Revenue of £54.5 million (2020: £30.2 million), up 81% YoY, with
strong performance driven by increases in both Direct and Indirect income
streams
· Direct revenue grew by 58% to £22.4 million (2020: £14.2 million)
due to significant increases in content marketing and direct display sales in
the UK, Australia and Ireland
· Indirect revenue grew by 103% to £29.7 million (2020: £14.7
million), primarily due to a 97% increase in views of Group-generated content
to 63 billion (2020: 32 billion), and increased monetisation across the social
media platforms during 2021
· Adjusted EBITDA(1) of £16.8 million (2020: £5.5 million), up 206%
YoY, at a margin of 31% (2020: 18%)
· Cash and cash equivalents of £34.3 million (2020: £6.9 million),
with cash conversion of 122%, reflecting strong cash generation in the year
and the gross proceeds of £30 million of growth capital raised on IPO.
Operational Highlights
· The Group's global audience grew by 31 million people to over 264
million (2020: 233 million), with 63 billion content views per annum, up 97%
on the prior year, following investment in people to increase volumes and
drive more engaging content across various platforms
· The Group continued to expand its remits with existing customers and
won new customers across a diverse range of sectors.
Outlook
In 2021 digital advertising spend was £336 billion(2) and with continued
acceleration in digital transformation and growing e-commerce activity
anticipated, it is forecast that will grow at 12% CAGR until 2024(2).
Operating within some of the fastest growing segments of this market, LBG
Media continues to see significant growth opportunities in three main areas;
- Geographically, through expansion organically into new geographies,
- M&A, with a focus on geographic and demographic diversification,
- Continued development of capabilities to produce innovative content
and drive engagement.
At this early stage of 2022, year to date performance is in line with market
expectations and the Group remains on track to deliver against revenue growth
expectations for the full year. As with prior years, revenue and EBITDA are
affected by seasonality in advertising spend. Margins are therefore weighted
to H2 given that costs are relatively flat throughout the year.
CEO, Solly Solomou commented:
"I am delighted with the outstanding performance and significant growth that
LBG Media has delivered during 2021, alongside our successful listing on the
London Stock Exchange. The business has achieved a great deal and I want to
thank each and every one of the team for their valuable contribution to its
continuing success.
Through ongoing investment in our teams, combined with our focused and
relevant content, we have continued to see growth in our global audience and
followers. Providing unmatched access to an audience that brands and
organisations typically find hardest to reach makes us a particularly
attractive partner to an ever increasing number of global businesses,
government organisations and other entities. These factors position us well
for the future and I am incredibly excited by the opportunities that lie
ahead."
Notes:
(1 )Earnings before interest, tax, depreciation, and amortisation adjusted for
loss on disposal of intangible assets, share based payments and exceptional
items
(2) Data source: Emarketer. GBP:USD fx rate of 1.353372 as at 31/12/2021
For further information please contact:
LBG Media plc investors@ladbiblegroup.com
Tim Croston, Chief Financial Officer
Clara Melia, Investor Relations
Mark Mochalski, Investor Relations
Zeus Tel: +44 (0) 161 831 1512
(Nominated Adviser & Broker) www.zeuscapital.co.uk (http://www.zeuscapital.co.uk/)
Dan Bate / Nick Cowles / Benjamin Robertson
Media enquiries Tel: +44 (0) 20 7466 5000
Buchanan www.buchanan.uk.com (http://www.buchanan.uk.com/)
Richard Oldworth / Chris Lane / Toto Berger / Jack Devoy
Analyst Presentation
LBG Media plc will be hosting an analyst presentation on Thursday 21 April
2022 following the release of these results for the year ended 31 December
2021. Attendance is by invitation only. Slides accompanying the analyst
presentation, along with a recording, will be available on the LBG Media plc
website following the event.
Annual Report and Accounts and Notice of AGM
An electronic copy of the Annual Report and Accounts and the Notice
of AGM will be available shortly on the investor section of the Company's
website www.lbgmedia.co.uk (http://www.lbgmedia.co.uk/) .
The Company's AGM will be held at the offices of Addleshaw Goddard LLP,
Milton Gate, 60 Chiswell Street, London, EC1Y 4AG on Thursday 26 May 2022 at
9am.
Notes to editors
LBG Media is a multi-brand, multi-channel digital youth publisher and is a
leading disrupter in the digital media and social publishing sectors. The
Group produces and distributes digital content across a range of mediums
including video, editorial, image, audio, and experience (virtual and
augmented reality). Since its inception in 2012, the Group has curated a
diverse collection of ten core specialist brands using social media platforms
(primarily Facebook, Instagram, Snapchat, Twitter, YouTube and TikTok) and has
built multiple websites to reach new audiences and drive engagement. Each
brand is dedicated to a distinct popular interest point (e.g. sport, gaming
etc.), which is designed to achieve broader engagement, increase relevance and
ultimately build a loyal community of followers.
The Group operates two core routes to market: Direct revenue, which is
principally generated from the provision of content marketing services to
corporates, brand owners, marketing agencies and other entities such as
government bodies and where the relationship with the client is held directly
by LBG Media; and Indirect revenue, which is generated via a third-party, such
as a social media platform or via a programmatic advertising exchange / online
marketplace, which holds the relationship with the brand owner or agency.
Chairman's statement
Exciting times ahead
I am delighted to present the Group's first Annual Report and Accounts as a
public company, following its successful admission to the London Stock
Exchange's Alternative Investment Market in December 2021.
The Initial Public Offering 'IPO' was a major milestone for LBG Media plc and
the extremely positive support from new investors is a great testament to the
Group's ability to consistently produce relevant content across a diversified
brand portfolio, as well as to its attractive and highly relevant business
model and the exciting growth opportunities that lie ahead. Our purpose is to
give the youth generation a voice by building communities that laugh, think
and act. Engaging effectively with our youth audience is at the heart of
everything we do and I'd like to take this opportunity to thank them for their
continued support.
I am extremely proud to chair and to be part of LBG Media. On behalf of the
Board, I would like to thank the whole team for their contribution to the
Group's outstanding performance this year.
Performance overview
The Group delivered an outstanding performance in 2021, both financially and
operationally. Group revenue was £54.5m, an increase of 81% compared to the
prior year (2020: £30.2m). Our impressive revenue performance was driven by
both Direct and Indirect revenue streams. Adjusted EBITDA, a non-GAAP
measure used by the Board to provide meaningful analysis of trading results,
increased to £16.8m, up 206% compared to the prior year (2020: £5.5m).
Through leveraging our cost base, Adjusted EBITDA margin increased to 31%
compared to 18% in the prior year. A more detailed analysis of our financial
results can be found in the CFO review.
Corporate governance
The Directors support a high standard of corporate governance and have
complied with the QCA Code from Admission. The Directors believe that the QCA
Code provides the Group with a framework to help ensure that the right
standards of governance are established, enabling a strong governance culture
to be embedded as part of building a successful and sustainable business for
all of the Group's stakeholders.
Board
At IPO, the Board of Directors was strengthened with the appointments of three
high-calibre and highly experienced Non-Executive Directors. We have a
balanced, diversified and experienced Board to lead the Group through the next
stage of its development.
I would like to welcome Carol Kane, Alex Jarvis and Richard Flint to the
Board, and look forward to working closely with them as we provide collective
oversight and support to our Executive Directors and Group strategy.
Dividend
The Directors intend to reinvest a significant portion of the Group's earnings
to facilitate plans for further growth. Accordingly, the Board has decided
not to pay a dividend from 2021 retained earnings.
Outlook
The £30 million of new capital raised (before expenses) in December 2021 will
support the Group's growth strategy, which includes both an organic element -
whereby the Group is focused on expanding capabilities and growing within
existing geographies - supplemented by future Merger and Acquisitions
'M&A' opportunities.
We have set ourselves ambitious goals for 2022 and beyond. Our highly
experienced management team, differentiated proposition and ongoing engagement
with hundreds of millions of social media followers worldwide places us in a
strong position to meet these goals and objectives. I am confident that, with
our dedication and effort, we will achieve them and more.
Dave Wilson
Chairman
Chief Executive's Review
Introduction
I am delighted to announce our first set of results as a quoted company
following our admission to trading on the Alternative Investment Market
('AIM') of the London Stock Exchange on 15 December 2021. The reception we
received from investors was very positive and the listing on AIM provides us
with the platform to continue to grow well into the future.
In the year ended 31 December 2021, LBG Media delivered an outstanding
performance with significant levels of organic growth. 2021 revenue increased
to £54.5m (2020: £30.2m), representing annual growth of 81%, and 2021
Adjusted EBITDA rose by 206% to £16.8m (2020: £5.5m). With strong cash
generation in the year and the £30m of capital raised at the IPO, net cash at
the year-end stood at £30.6m (2020: net debt £11.0m).
We are absolutely focused on delivering relevant content to our coveted,
hard-to-reach youth audience across our broad portfolio of distinct brands and
we have continued to create exciting, engaging and socially responsible
content that gives the youth generation a voice and appropriately represents
their interests.
We have continued to increase engagement with our global audience, which grew
to over 264m as at 31 December 2021, up from 233m in 2020. Our proven model
of investing in our teams to produce engaging content for the various
platforms grew our base of followers and subsequent monetisation
opportunities. We continue to engage our audience with over 63bn content
views in 2021, up 97% YoY and our audience watched 53bn minutes of content, up
over 140% YoY, and this was well diversified across our brand portfolio.
Own brand portfolio with a highly diverse audience
LBG Media's 9 core brands, each based around specific interest points such as
sports, gaming, music, technology, and travel, provide our audiences with
relevant, entertaining, and engaging content. By providing different show
formats within each of our brands, we are able to engage effectively with our
audience across all of the major social media platforms. SPORTbible, for
example, has a format called 'Rate my Skills' which is a show that sits on our
Snapchat channels. Our diversified brand portfolio also enables us to provide
clients - such as brand owners including sports clothing businesses or gaming
companies - with specific channels from which to most effectively advertise
to their target audience (e.g. through SPORTbible and UNILAD).
LBG Media is structured and designed to deliver fast and relevant video and
editorial content, predominantly through social media platforms, to engage
with its hard-to-reach younger audience. In the UK alone, the Group reaches
almost two thirds of 18 to 34 year-olds. Our audience is split between both
female (41%) and male (59%). This demographic has proven to be more receptive
to online advertising and LBG Media provides clients the opportunity to
connect with younger generations and enable them to build long-term valuable
relationships to deliver repeat or recurring revenues, or other goals such as
improved awareness. In terms of monetisation, Facebook is an already monetised
platform, Snapchat is advancing its monetisation progress, while TikTok and
Instagram are at earlier stages of monetisation. For example, we are currently
engaged with Instagram and undergoing alpha testing for future monetisation
opportunities.
In 2021, the engagement rate on platforms including Facebook, TikTok,
Instagram and Snapchat continued to increase as we focused on providing deeper
content within our brands. LADbible, GAMINGbible, UNILADtech and SPORTbible
achieved significant growth on TikTok and Instagram. Similarly, we have
deepened our engagement on Snapchat where we have increased our number of
shows. The success of our focus on Snapchat is demonstrated by the significant
increase in the number of views of our shows on the Snapchat platform, which
rose from 351m in 2020 to 4.3bn 2021.
Our traction in Australia was significant, increasing from 3.9m followers in
2020 to 8.6m in 2021.
The digital media market
The Group operates within the wider global advertising market, which includes
traditional print advertising (magazines, billboards etc.), and was valued at
c.$578bn in 2020. Within the wider advertising market, the digital media
market was valued at $346bn in 2020 and has grown at a CAGR of 20.1% from
2012-2020. Accelerated digital transformation during the pandemic and growing
e-commerce activity all contribute towards the trend of increased marketing
spend being directed to digital channels.
The global digital media market is forecast to grow at 12 per cent. CAGR to
2024. However, within this market LBG Media operates within some of the
fastest growing segments, which include social video (20% CAGR, 2020-2023),
web programmatic (11% CAGR, 2020-2023) and content marketing (15% CAGR,
2020-2024).
We have identified four core geographies of focus, being the United Kingdom,
Australia, Ireland and the United States, albeit no presence or cost has been
committed to forming operations in the United States. Despite this, the United
States already makes up a significant amount of our Facebook views showing the
considerable monetisation opportunity in this market.
Our addressable market within these geographies was estimated at c.$20.5bn in
2019, with a further $21.9bn available in countries outside the core
geographies, but available through our multi-channel global distribution.
As an agile digital media company, we benefit from various favourable industry
dynamics including the growth of mobile display, video and native advertising,
as well as the roll out of 5G connectivity.
Multi-channel monetisation
We have built an effective model to monetise the relationship we have with our
audience and our two core revenue channels, Direct and Indirect, provide
several means to access it. Many of our capabilities we have can be used
across both sales channels and we have continued to innovate and add new
services for the benefit of our audience and our clients. In 2021, we launched
LADstudios, our new content studio, which can create 360 degree original
digital content, tailor-made for each platform experience. LADstudios will
also work alongside our in house content marketing agency, Joyride, to create
a slate of social-first branded entertainment opportunities to clients and
their agencies, as well as sponsored formats to rival traditional television
offerings, for use right across our social channels and beyond.
Direct
Direct revenue is generated from the provision of content marketing services
to corporates, brand owners, marketing agencies and other entities such as
government bodies. Joyride, our in-house 40+ strong creative team, designs and
produces bespoke branded content and commercial marketing solutions, with the
resulting marketing campaigns then distributed across our social media and
website platforms. Direct revenue also includes some revenue from direct
display advertising, where brand owners' pre-existing content (not created by
LBG Media) can be displayed across our websites for an agreed fee.
Although LBG Media is sector agnostic, we have identified ten key verticals
(the "LAD10") to target, enabling us to gather key insights and data to share
with future partners. Revenue generated from the LAD10 rose by over £8m YoY,
driven by a particularly strong performance in CPG, Auto & Mobility,
Entertainment, Food & Drink and Health, Public Services & Government.
The growth in direct revenue was driven by increased engagements with both new
and existing clients. An example of direct revenue is our work to run Amazon
Prime's social channels in Australia, including managing its TikTok
channel.
Indirect:
Indirect revenue is generated via a third party, such as a social media
platform (e.g. Facebook, Snapchat, YouTube) through social videos or via a
programmatic advertising exchange / online marketplace, which holds the
relationship with the brand owner or agency. We have already monetised
Facebook, Snapchat, Twitter and YouTube. Our particular focus in 2021 on
Facebook, Snapchat and YouTube enabled us to more than double revenue on each
of these platforms over the course of the year.
Giving the youth generation a voice by building communities that laugh, think
and act
As a leading social youth publisher, LBG Media has a powerful global platform
to push socially responsible agendas, represent its audience, and enable those
that do not have equal opportunities to have their voices heard. Leveraging
our global reach, we have run several social awareness campaigns to address
key social issues, raise awareness within communities and governments, and
educate our audience.
LBG Media partnered with The NHS to create a campaign to encourage more young
people to apply for roles in nursing, allied health professionals and health
care support workers. The campaign aimed to show our audience that a career in
the NHS is a place where you can grow diverse skill sets and also remind young
people of the rewarding and supportive culture it offers. Our insight showed
that our audience love to know their personality types and engage with
interactive content that offers a sense of self-discovery, so we created The
NHS Personality Test: the ultimate skill assessment with a LADbible spin to
feel relatable and native to social. Alongside the NHS Personality Test we
worked with real NHS staff to create 'day in the life' content based on the
personality types so that our audience could discover roles that suited them
first hand. To generate maximum awareness we included LADx across LADbible
websites to target students and job searchers.
In 2021, with Amazon Prime Video, we launched a six-part investigative
documentary series from LADbible Australia uncovering racial injustice as told
by those who have experienced systemic racism first-hand. Shining a light on
pleas for equality, each episode offered the audience personal and expert
insight into the race-fuelled atrocities that happen in Australia every day.
In February 2022, we premiered a campaign on Europe's largest digital
billboard in Manchester, to coincide with Sexual Abuse & Sexual Violence
Awareness Week. Conceived and executed by LBG Media's in-house design team,
the 'She is Someone', is accompanied by the wider tagline 'Daughter, Sister,
Mother, Wife, Girlfriend, Friend' which has been crossed out. The activation
amplified our previous social posts and supports efforts to raise awareness of
sexual violence towards women.
Another example is GAMINGbible, which partnered with Mind to host a series of
live streams on Facebook to its audience and raise funds for the mental health
charity. A study by MIND showed that one in three young people use gaming to
offset mental health pressures caused by the COVID-19 pandemic. We used our
significant reach to raise awareness of mental health and find new ways such
as this to support the gaming community via entertainment, to help make a
difference.
Growth strategy
LBG Media has a proven track record of delivering strong organic growth, as
well as via acquisition. Our strategy for growth can be summarised into the
below three core pillars.
1) Geographies: We currently have a physical presence across four
territories - the UK, Ireland, Australia, and New Zealand. Entry to these
territories was underpinned by audiences and engagement with them. By
continuing to create and publish relevant digital content, we expect to
further grow these communities and build brand awareness levels within them.
The majority of LBG Media's Direct revenue is generated in the UK. Operating
in the digital media space, international audiences are readily accessible. We
have identified the United States, one of the largest digitally social markets
in the world, as a key growth market. LBG Media has already built a
substantial global community of social media followers in the United States,
despite being strategically focused on the UK market thus far. We believe that
active audiences in new geographies provide a foundation for future growth
across both the Indirect and Direct revenue streams and help to de-risk
geographic expansion.
2) Mergers & Acquisitions ("M&A"): We have proven, through our
successful acquisition and integration of UNILAD, that M&A is a viable
proposition to enhance future growth. The acquisition strategy will be centred
on bolstering LBG Media's existing global footprint.
We believe that certain markets may be better accessed through selective
acquisitions, rather than organic expansion, particularly where an established
digital media brand with a physical presence and understanding of the local
market already exists. In these circumstances, M&A could help us to scale
our reach and build our Direct revenue arm significantly faster than a
time-intensive organic approach. M&A could also prove to be more efficient
in acquiring new, supplementary brands when compared to building a new brand
with its own distinct popular interest point from a standing start. We believe
M&A, in these circumstances, could provide an opportunity for LBG Media to
deliver significant incremental growth in the brand's reach, by promoting it
via our existing global brands and communities.
3) Capabilities: LBG Media has been at the forefront of social media,
being one of the first digital content creators to publish content on
Facebook. This agile model allows us to actively replicate content across
newly emerging social platforms, ensuring content reaches the widest possible
audience. We intend to continue to expand our capabilities to produce
innovative content and drive engagement. Examples of innovations to date
include virtual reality, augmented reality and LADX. Increasing audience
monetisation is key to driving future growth. Facebook, Snapchat and YouTube
are currently the only social media platforms which facilitate the
monetisation of our users through adverts. Facebook introduced this
functionality in 2018 and, as a result, we saw an increase in social video
revenue from £0.9m in 2018, to £4.2m in 2019 (366% YoY growth), owing in
part to the acquisition of UNILAD. During 2021, we were invited by Instagram
as one of a select few digital content producers across the globe to partake
in alpha testing for the monetisation of Instagram's users through in-video
adverts. We believe these capabilities will be introduced across all social
media platforms as the platforms mature, providing significant upside
opportunities. We have primarily focused on the LADbible brand, with the
volume of new content added to our other portfolio brands, such as FOODbible,
materially lower. We believe that increasing focus on other brands, provides
the ability to grow audiences and increase associated revenue. Recent,
targeted investment into FOODbible, for example, including having its own
designated content team, has led to significant growth in views on this
brand.
Awards
LBG Media produces innovative and positive content, tackling important social
topics. We are pleased to have been nominated for, and subsequently won,
several awards that recognise our positive impact in this regard.
2021 was our most successful year of awards with over 30 nominations and wins
including three Cannes Lions, our first nominations for LADbible Ireland,
winning Web Channel of the Year for LADbible TV, Commercial Campaign of the
Year for PlayStation and we were also crowned Publisher of the Year at Drum
Media Awards. Additionally, in October 2021, the Group won 'Media Brand of
the Year' at the Media Week Awards 2021. More recently, our work was
recognised by winning four awards at the 2021 Digiday Marketing and
Advertising Awards Europe, including Best Use of Social for Tampax 'Think
Outside the Box'. Best Use of Native Advertising/Sponsored Content for
PlayStation 'PlayDay', Best Branded Content Series for Brew City 'The Social',
and Most Innovative Use of Content for The British Army 'A Soldier is a
Soldier'.
War in Ukraine
The appalling and concerning events in Ukraine have affected us all on a
personal basis. As a Group we have no significant revenue or costs associated
with Russia or Ukraine. We will continue to closely monitor the situation and
its impact on the Group.
Solly Solomou
Chief Executive Officer
CFO's review
2021 2020 2021 v 2020
£m £m %
Revenue 54.5 30.2 81%
Net operating expenses (46.3) (25.8) 79%
Operating profit 8.2 4.4 88%
Adjusted EBITDA(1) 16.8 5.5 206%
Adjusted EBITDA(1) % 31% 18% 13ppts
Share based payments (1.5) (0.1) 1002%
Depreciation (1.4) (1.2) 11%
Amortisation (0.8) (0.9) (12%)
Loss on disposal of assets - (0.5) (100%)
Exceptional (costs) / income (4.9) 1.6 (396%)
Operating profit 8.2 4.4 88%
Net finance costs (0.2) (0.3) (26%)
Share of joint ventures 0.1 - 156%
Profit before taxation 8.1 4.1 98%
Income tax expense (2.9) (1.1) 154%
Profit for the year 5.2 3.0 76%
Cash and cash equivalents 34.3 6.9 395%
Notes:
(1 )Earnings before interest, tax, depreciation, and amortisation adjusted for
loss on disposal of intangible assets, share based payments and exceptional
items
Highlights
· Significant revenue growth of 81% year on year to £54.5m (2020:
£30.2m).
· Growth in Adjusted EBITDA margin to 31% (2020: 18%) through growth in
high margin revenue streams and leveraging our cost base.
· Strong cash conversion in addition to IPO proceeds of £30m resulting
in year-end cash position of £34.3m (2020: £6.9m).
· Post the IPO Primary raise, the HSBC bank loan amounting to £10.3m
was settled in full prior to the year end. The Group is now debt free aside
from IFRS16 lease liabilities.
Key performance indicators ("KPIs")
The board monitors progress of the Group by reference to the following KPIs:
2021 2020 2021 v 2020
£m £m
£m %
Financial
Revenue 54.5 30.2 24.3 81%
Adjusted EBITDA 16.8 5.5 11.3 206%
Adjusted EBITDA as a % of revenue 31% 18% 13ppts
Profit Before Tax 8.1 4.1 4.0 98%
Non-Financial
Global audience (m)* 264 233 31 13%
Content views (bn)** 62.9 31.9 31 97%
Average number of employees (no.) 388 280 108 39%
* Global audience includes social followers and unique website users in
December.
** Content views is annual views of content across all social platforms and
websites.
The definition of what constitutes a view can vary across the social
platforms.
Revenue
2021 2020 2021 v 2020
£m £m %
Direct 22.4 14.2 58%
Indirect 29.7 14.7 103%
Other 2.4 1.3 79%
Revenue 54.5 30.2 81%
Group revenue increased significantly to £54.5m (2020: £30.2m), an 81%
increase in comparison to the prior year. The growth was driven by both
routes to market.
Direct revenue grew by 58% to £22.4m (2020: £14.2m) as a result of increased
activity with new and existing clients in the UK, Australia and Ireland.
Indirect revenue increased by 103% to £29.7m (2020: £14.7m) primarily driven
by a 97% increase in number of views totalling 62.9bn (2020: 31.9bn). The
increase in views was as a result of investment in people in order to create
more content for distribution across our platforms and publications.
Net operating expenses
The significant (non-exceptional) operating expenses during the year were:
· Payroll costs of £23.0m (2020: £14.9m), up 54% due to our continued
investment in our team to support the growth of the business.
· Media costs of £4.4m (2020: £1.9m), up 135% supporting the growth
of our Direct and Indirect revenue.
· Establishment costs (inc Technology costs) of £4.2m (2020: £3.1m),
up 35% being investment in our technology infrastructure.
· Production costs of £3.7m (2020: £3.1m), up 20% supporting the
growth of our Direct revenue.
· Travel and expenses of £1.3m (2020: £0.4m), up 251% as a result of
the prior year being suppressed due to Covid restrictions.
Depreciation
Depreciation of £1.4m was up 11%, mainly driven by new IFRS16 leases in
international territories.
Amortisation
Amortisation of £0.8m, down 12%, the reduction being down to certain software
costs being fully amortised in the prior year.
Loss on disposal of assets
The loss on disposal of assets of £0.5m in 2020 was the result of an
impairment write down of ceasing to use certain capitalised intangible assets
in relation to Software and Licences.
Share based payments
Share based payment costs were £1.5m (2020: £0.1m), the increase is mainly
driven by a share option granted to a senior manager on IPO where the Board
waived performance conditions.
Exceptional costs/income
Total adviser fees and costs associated with the IPO amounted to £4.9m. This
excludes those costs in relation to the issue of shares amounting to £1.0m
which have been charged to Share Premium.
Exceptional income in the prior year was £1.7m relating to the final creditor
distribution from the Administrators of Bentley Harrington t/a UNILAD in
relation to the purchase of a £5.0m debt from one of the founders of that
business prior to the acquisition of the trade and assets.
Adjusted EBITDA
Adjusted EBITDA was £16.8m (2020: £5.5m).
Adjusted EBITDA margin increased to 31% (2020: 18%) as a result of our
increase in revenue and leveraging our net operating expenses.
Adjusted EBITDA is used for internal performance analysis to assess the
execution of our strategies. Management believe that this adjusted measure is
an appropriate metric to understand the underlying performance of the Group.
Net finance costs
Net finance costs of £0.2m (2020: £0.3m) were incurred during the year. The
charge predominately relates to interest on our HSBC borrowing facility which
was repaid before the year end out of the IPO proceeds.
Share of JV
Share in joint ventures was £0.1m (2020: £0.05m) representing our share in
the results of Pubity Group Ltd.
Profit before tax
Profit before tax increased to £8.1m (2020: £4.1m) representing a 98%
increase in comparison to the prior year.
Taxation
The tax charge for the year was £2.9m (2020: £1.1m). This included a current
tax charge of £2.9m (2020: £1.2m) and a deferred tax charge of £nil (2020:
£0.1m credit). There was a £2.3m (2020: £nil) tax credit to equity in
relation to share options exercised prior to the IPO.
Balance sheet
Net assets grew to £52.3m (2020: £14.2m) as a result of Company trading
performance and IPO proceeds.
Current trade and other receivables amounted to £15.2m (2020: £13.7m). We
tightened our collections process with media agencies in 2021 which results in
a less than commensurate movement.
Trade and other payables increased £3.8m against the prior year as a result
of increased activity levels.
Included in non-current assets is Intangible assets of £14.6m (2020:
£15.1m), the majority of which relates to acquired goodwill and other
separately identifiable assets from our acquisition of the UNILAD business in
October 2018. The acquisition and integration was successful which is
reflected in our annual impairment review which shows significant headroom of
£158m.
Cashflow and cash position
Net cash at the year-end amounted to £30.6m (2020: £11.0m net debt). The
largest inflow of cash in the year related to the Company's IPO, which raised
gross proceeds of £30m of growth capital for the business. Prior to the
year-end our outstanding HSBC borrowing facility was paid in full amounting to
£10.3m. Bank loan repayments amounting to £2.9m were made during the year.
The Group is now debt free aside from IFRS 16 lease liabilities.
The Group received a £1.2m loan repayment in the year from Bentley Harrington
Ltd. More details can be found in Note 5 to the financial statements.
During the year the Group made Directors loans amounting to £2.7m which were
repaid upon IPO.
Outlook
At this early stage of 2022, year to date performance is in line with the
market expectations and the Group remains on track to deliver against the full
year consensus.
Tim Croston
Chief Financial Officer
Financial Statements
Consolidated statement of comprehensive income
Year ended Year ended
31 December 31 December
2021 2020
£'000 £'000
Revenue 54,502 30,170
Net operating expenses (46,255) (25,784)
Operating profit 8,247 4,386
Analysed as:
Adjusted EBITDA1 16,757 5,472
Depreciation (1,332) (1,205)
Amortisation (793) (901)
Loss on disposal of assets - (481)
Share based payment charge (1,527) (139)
Exceptional (costs)/income (4,858) 1,640
Group operating profit 8,247 4,386
Finance income 26 29
Finance costs (258) (347)
Net finance costs (232) (318)
Share of post-tax profits of equity accounted joint venture 115 45
Profit before taxation 8,130 4,113
Income tax expense (2,899) (1,143)
Profit and total comprehensive income for the financial year 5,231 2,970
Basic earnings per share (pence) 3.0 1.7
Diluted earnings per share pence) 3.0 1.7
1. Adjusted EBITDA, which is defined as profit before net finance costs, tax,
depreciation, amortisation, loss on disposal of intangible assets, share based
payment charge and exceptional (costs) / income is a non-GAAP metric used by
management and is not an IFRS disclosure.
Consolidated statement of financial position
As at As at
31 December 31 December
2021 2020
£'000 £'000
Assets
Non-current assets
Goodwill and other intangible assets 14,558 15,055
Property, plant and equipment 3,705 4,598
Investments in equity-accounted joint ventures 359 244
Other receivables 469 436
Total non-current assets 19,091 20,333
Current assets
Trade and other receivables 15,153 13,680
Cash and cash equivalents 34,338 6,937
Total current assets 49,491 20,617
Total assets 68,582 40,950
Equity
Called up share capital 206 -
Share premium reserve 28,993 63
Retained earnings 23,082 14,154
Total equity 52,281 14,217
Liabilities
Non-current liabilities
Non-current lease liability 2,648 3,689
Other interest-bearing loans and borrowings - 10,248
Provisions 209 206
Deferred tax liability 920 594
Total non-current liabilities 3,777 14,737
Current liabilities
Current lease liability 1,111 1,039
Other interest-bearing loans and borrowings - 2,952
Trade and other payables 11,209 7,415
Current tax liabilities 204 590
Total current liabilities 12,524 11,996
Total liabilities 16,301 26,733
Total equity and liabilities 68,582 40,950
Consolidated statement of cash flows
Year ended Year ended
31 December 31 December
2021 2020
£'000 £'000
Net cash flow from operating activities
Profit for the financial year 5,231 2,970
Income tax 2,899 1,143
Net interest expense 232 318
Share of post-tax profits of equity accounted joint venture (115) (45)
Operating profit 8,247 4,386
Depreciation charge 1,332 1,205
Amortisation of intangible assets 793 901
Loss of disposal of non-current assets - 481
Share based payments 1,527 138
Decrease/(increase) in Directors' loan account 53 (3)
Provisions 3 -
Increase in trade and other receivables (2,730) (7,581)
Increase in trade and other payables 3,779 2,423
Cash generated from operations 13,004 1,950
Cash generated from operations 13,004 1,950
Tax paid (678) (1,088)
Net cash generated from operating activities 12,326 862
Cash flows from investing activities
Purchase of intangible assets (295) (127)
Purchase of property, plant and equipment (353) (254)
Repayment of loan 1,204 4,000
Loans to Directors (2,700) -
Repayment of loan by Directors 2,700 -
Interest received - 1
Net cash used in investing activities 556 3,620
Cash flows from financing activities
Repayment of borrowings (13,200) (1,850)
Lease payments (1,055) (1,165)
Costs incurred on IPO charged to share premium (990) -
Proceeds from share issue 30,000 63
Proceeds from share options vested 14 -
Interest paid (250) (335)
Net cash used in financing activities 14,519 (3,287)
Net increase in cash and cash equivalents 27,401 1,195
Cash and cash equivalents at the beginning of the year 6,937 5,742
Cash and cash equivalents at the end of the year 34,338 6,937
Consolidated statement of changes in equity
Share Share Retained Total
capital premium earnings equity
£'000 £'000 £'000 £'000
Balance as at 1 January 2020 - - 10,728 10,728
Profit for the financial year - - 2,970 2,970
Total comprehensive income for the year - - 2,970 2,970
Share based payments - - 138 138
Deferred tax on share options - - 318 318
Issue of share capital - 63 - 63
Total transactions with owners, recognised directly in equity - 63 456 519
Balance as at 31 December 2020 and 1 January 2021 - 63 14,154 14,217
Profit for the financial year - - 5,231 5,231
Total comprehensive income for the year - - 5,231 5,231
Share based payments - - 1,527 1,527
Deferred tax on share options - - (318) (318)
Current tax deductions on exercise of share options - - 2,600 2,600
IPO costs to share premium - (990) - (990)
Share issued on incorporation - - - -
Share split and capital reduction 302 - (302) -
Exercise of pre-IPO share options 14 - - 14
Shares issue on IPO 17 29,983 - 30,000
Purchase and cancellation of deferred shares (127) (63) 190 -
Total transactions with owners, recognised directly in equity 206 28,930 3,697 32,833
Balance as at 31 December 2021 206 28,993 23,082 52,281
Notes to financial statements
1. Basis of preparation
The financial information for the period ended 31 December 2021 does not
constitute the Group's statutory accounts for that period.
The statutory accounts for period ended 31 December 2021 will be delivered to
the Registrar of Companies in due course.
The auditors' report on the accounts for period ended 31 December 2021 was
unqualified, did not draw attention to any matters by way of emphasis, and did
not contain a statement under 498(2) or 498(3) of the Companies Act 2006.
The financial information is presented in sterling and has been rounded to the
nearest thousand (£'000).
2. Initial public offering ('IPO')
The Company's shares were admitted to trading on the Alternative Investment
Market ('AIM'), a market operated by the London Stock Exchange, on 15 December
2021. These financial statements are the Company's first subsequent to its
admission to AIM. In connection with the admission to AIM, the Group undertook
a Group reorganisation of its corporate structure which resulted in the
Company becoming the ultimate holding company of the Group. Prior to the
reorganisation the ultimate holding company was LADbible Group Limited ('the
Group'). The transaction was accounted for as a Group reorganisation using the
principles of merger accounting rather than a reverse acquisition since it did
not meet the definition of a business combination under IFRS 3 (see 'Group
reorganisation' below). In a Group reorganisation, the consolidated financial
statements of the Group reflect the predecessor carrying amounts of LADbible
Group Limited with comparative information of LADbible Group Limited presented
for all periods since no substantive economic changes have occurred.
3. Going concern
The Group generated profit after tax of £5.2m during the year ended 31
December 2021 (2020: £3.0m) and, at that date, the Group's's total assets
exceeded its total liabilities by £52.3m (2020: £14.2m) and it had net
current assets of £37.0m (2020: £8.6m).
The financial statements have been prepared on a going concern basis. In
determining the appropriate basis of preparation of the financial statements,
the Directors have considered whether the Group can continue in operational
existence for the foreseeable future.
The Directors have considered the principle risks and uncertainties with
respect to their assessment of going concern, none of which in the opinion of
the Directors give rise to specific risk to the going concern status of the
Group. In particular reliance on key individuals and relationships with social
media platforms do not give rise to any concerns with respect to projected
trading in the forthcoming 12 months.
The appalling and concerning events in Ukraine have affected us all on a
personal basis. As a Group we have no significant revenue or costs associated
with Russia or Ukraine. We will continue to closely monitor the ongoing
situation and impact on the Group.
Whilst acknowledging the negative impact that the COVID-19 pandemic may
continue to have on the UK economy for 2022 and beyond, having consulted with
stakeholders extensively during the last few months, including banks, staff
and customers, the Directors consider the Group to be in a strong and well
prepared position and are confident in the market outlook. In 2020, the Group
took Government support to defer the Q1 VAT/GST payments both in the UK and
Australia. Also in 2020, it was agreed with the bank that there would be a
loan payment holiday and waiver of covenants from 30 September 2020 to 30 June
2021. No COVID-19 support schemes were used in 2021. No staff were furloughed
during 2021 or the prior year.
Given the significant cash reserves within the Group and the strong net
current and total net asset position, there is not considered to be a
plausible scenario where the Group would cease to trade as a going concern
within 12 months of the date of these financial statements. The Directors have
run an extreme downside sensitivity scenario at 30% of forecast 2022 revenue
and including the current cash balance the Group would still have sufficient
cash beyond 30 April 2023.
4. Revenue
The trading operations of the Group are in the online media publishing
industry and are all continuing. All assets of the Group reside in the UK with
the exception of £318k of property, plant and equipment held in Australia
(2020: £379k).
Analysis of revenue
The Group's revenue and operating profit relate entirely to its principal
activity. Note that gross margin is not assessed separately for the revenue
streams below.
The analysis of revenue by stream is:
2021 2020
£'000 £'000
Direct 22,423 14,206
Indirect 29,716 14,644
Other 2,363 1,320
54,502 30,170
The geographical analysis of revenue by customer location is:
2021 2020
£'000 £'000
United Kingdom 19,697 13,625
Ireland 25,311 13,544
Australia 2,781 1400
USA 5,729 871
Rest of the World 984 730
54,502 30,170
Major customers
In 2021 there was 1 major customer that individually accounted for at least
10% of total revenue (2020: 4) (Customer A: 38%) (2020: Customer A: 23%,
customer B: 16%, customer C: 10%, customer D: 10%). The total revenues
relating to these customers in 2021 were £20,675k (2020: £17,846k).
5. Exceptional costs/(income)
A breakdown of exceptional costs/(income) are provided below:
2021 2020
£'000 £'000
Initial public offering ('IPO') related costs 4,882 -
Amounts recoverable from Bentley Harrington (24) (1,680)
Pubity legal costs - 40
Total exceptional costs/(income) 4,858 (1,640)
Initial public offering ('IPO') related costs
IPO costs relate to the Group's admission to AIM in December 2021, which
include £3,223k of adviser fees and commission, £581k in relation to Company
bonuses that were contingent on the transaction, £476k in relation to tax and
restructuring advice and £376k on legal advisory. £4,828k of these costs
have been paid during the year ended 31 December 2021.
Amounts recoverable from Bentley Harrington
During the year the Group received £1,204k (2020: £1,680k) from Bentley
Harrington Limited. £1,180k of this was recorded as a receivable at 31
December 2020. The remaining balance of £24k was in relation to statutory
interest received from the Administrator of that company which was not
recorded as a receivable at 31 December 2020 and is therefore booked as
exceptional income in the year.
In October 2018, the Group acquired a loan from a creditor of Bentley
Harrington Limited amounting to £5,000k for cash consideration of £3,500k.
In 2020, a total of £4,000k was recovered in cash from Bentley Harrington
Limited. A further £1,180k (£1,000k + statutory interest) was confirmed by
the Administrators of Bentley Harrington Limited as a receivable at 31
December 2020. On the basis of that confirmation, management believed at 31
December 2020 that a cash inflow was virtually certain and recognised the
amount as an asset at that year end. £1,204k was subsequently recovered in
cash in June 2021.
Pubity legal costs
This relates to the legal costs in relation to the acquisition of shares in
Pubity Group Limited in the previous year by LADbible Group Limited.
6. Earnings per share
There is no difference between profit as disclosed within the statement of
comprehensive income and earnings used within the earnings per share
calculation for the reporting periods.
Basic earnings per share calculation:
2021 2020
Earnings per share from continuing operations
Earnings, £'000 5,231 2,970
Number of shares, number 176,682,740 174,951,429
Earnings per share, pence 3.0 1.7
Diluted earnings per share calculation:
2021 2020
Diluted earnings per share from continuing operations
Earnings, £'000 5,231 2,970
Number of shares, number 177,177,443 175,087,628
Diluted earnings per share, pence 3.0 1.7
Reconciliation from weighted average number of shares used in basic earnings
per share to diluted earnings per share:
2021 2020
Number of shares in issue at the start of the period 174,951,429 174,935,629
Effect of shares issued in period 1,731,311 15,800
Weighted average number of shares used in basic earnings per share 176,682,740 174,951,429
Employee share options 494,703 136,199
Weighted average number of shares used in diluted earnings per share 177,177,443 175,087,628
7. Share based payments
The Group operated a number of share based remuneration schemes for employees
prior to the initial public offering ('IPO') and a number of schemes. These
have been summarised below.
Pre-IPO share based remuneration schemes
Prior to the IPO, LADbible Group Limited had a number of share option
agreements with Directors. All of these agreements had employment conditions
attached and vested over the period to an 'exit event'. An 'exit event' is
defined as a sale of the business, through private sale or listing.
All of the 'Pre-IPO' share options were either exercised or forfeited upon
IPO.
Post-IPO share based remuneration schemes
Following the IPO, the Group implemented Long Term Incentive Plans for the
Executive Directors, Non-Executive Directors and Key Management Personnel.
The Long Term Incentive Plan awards for the Executive Directors were granted
on 23 December 2021 and vest subject to revenue and adjusted EBITDA margin
performance conditions ("base"). The Long Term Incentive Plan awards are also
subject to a multiplier based on absolute TSR performance ("stretch"). The
overall award was granted as a combination of nil cost options over LBG Media
plc shares and an award of A shares in LBG Holdco Limited, in respect of the
base and stretch amounts respectively. The A shares in LBG Holdco Limited will
convert to LBG Media plc shares on exercise.
Awards were granted to certain Non-Executive Directors prior to, but
conditional on, Admission which vest on the second anniversary of Admission
subject to continued employment and no further performance conditions.
Awards were also granted to a member of Key Management Personnel under the
Long Term Incentive Plan on the Date of Admission (15 December 2021) which
vest on 17 September 2022 with no employment conditions attached. Awards were
granted to a member of KMP which vested immediately on 15 December 2021 with
no performance conditions attached.
The post IPO share based remuneration schemes have market based vesting
conditions included within the assumptions.
2021 2021 2020 2020
Weighted average exercise price (pence) Number Weighted average exercise price (pence) Number
Outstanding at 1 January 10 136,200 10 169,243
Granted during the year 2 4,438,243 - -
Forfeited during the year - - 10 (33,043)
Exercised during the year 10 (136,200) - -
Outstanding at 31 December 2 4,438,243 10 136,200
The exercise price of options outstanding at 31 December 2021 ranged between
£0.95 and £1.75 (2020: £17 and £602).
The schedule above has been updated to reflect the optionholders in LADbible
Group Limited converting their options to options in LBG Media PLC (i.e. post
share split to a factor of 192).
Of the total number of options outstanding at 31 December 2021, 526,577 vested
and were exercisable (2020: none).
Within 2020, 158 shares were acquired by employees which fell within the scope
of IFRS 2 as employment conditions were included within the share purchase
agreements. The valuation of these shares in excess of the amounts paid by
employees for the shares was £442k, to be recognised as an employee expense
over the vesting period of three years.
The following information is relevant to the determination of the fair value
of options granted during the year under equity settled share based
remuneration schemes operated by the Group.
2021 2020
Pence Pence
Equity settled
Option pricing model used Monte-Carlo Black-Scholes
Weighted average share price at grant date 1.62 1
Weighted average contractual life (in days) 985 1,094
Expected volatility 40% 55%
Expected dividend growth rate - -
The volatility assumption, measured at the standard deviation of expected
share price returns, is based upon a statistical analysis of daily share
prices for comparable listed media businesses over the three-year
'Pre‑Covid' period, being the three years prior to 1 January 2020.
It is considered that volatility levels during Covid will not be
representative of likely volatility over the vesting period, hence Pre-Covid
volatility levels are considered more appropriate.
The share based remuneration expense for the year is as follows:
2021 2020
£'000 £'000
Equity settled schemes 1,527 -
Shares acquired within the scope of IFRS 2 - 138
The Group did not enter into any share based payment transactions with parties
other than employees during the current or prior period.
8. Called up share capital
A1 A2 B C A Deferred shares Ordinary shares Total Total
Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Number Number Number £
Number Number Number Number Number
At 1 January 2020 - - 4,671 280 10,000 - - 14,951 150
Redesignation in the year 2,541 7,459 - - (10,000) - - - -
Issued during the year - - - 158 - - - 158 1
At 31 December 2020 2,541 7,459 4,671 438 - - - 15,109 151
Share issued on incorporation - - - - 1 - - 1 60
Share split 505,659 1,484,341 929,529 87,162 (1) - - 3,006,690 181,307,789
Capital reduction - - - - - - - - (181,005,820)
Exercise of pre-IPO share options - - - 15,800 120,400 - - 136,200 13,620
Subdivision of shares 50,311,800 147,688,200 92,485,800 10,236,600 11,919,600 - - 312,642,000 -
Re-designation in the year (50,820,000) (149,180,000) (93,420,000) (10,340,000) (12,040,000) 127,228,571 188,571,429 - -
Shares issued on IPO - - - - - - 17,142,860 17,142,860 17,143
Purchase and cancellation of deferred shares - - - - - (127,228,571) - (127,228,571) (127,229)
At 31 December 2021 - - - - - - 205,714,289 205,714,289 205,714
The holders of the A1 Ordinary, A2 Ordinary, B Ordinary and Ordinary shares
carry the right to vote at general meetings of the Company. C Ordinary shares
carry no rights to vote. For further details of other rights attached to the
shares, see the resolution of adoption of Articles of Association, published
on Companies House on 29 January 2020.
The Ordinary shares have a value of £0.001 per share.
In anticipation of the IPO, the share capital structure was reorganised as
follows:
On 10 August 2021, LBG Holdco Limited was incorporated as a private company
limited by shares in England and Wales, with the allotment of 1 Ordinary share
of £1.
On 20 October 2021, LBG Media Limited was incorporated as a private company
limited by shares in England and Wales, with the allotment of 1 Ordinary share
of £60.
On 25 November 2021 LADbible Group Limited undertook a sub-division of the
entire issued share capital from a nominal value of £0.01 per share, to a
nominal value of £0.00005 per share.
On 25 November 2021, LBG Media Limited acquired the entire issued share
capital of LADbible Group Limited (with a share premium value of
£181,307,940), via a share exchange agreement.
On the same date the two Optionholders in LADbible Group Limited exchanged
their share options into new options over shares in LBG Media Limited via
Option Exchange Agreements.
LBG Holdco Limited acquired the entire issued share capital of LADbible Group
Limited from LBG Media Limited via a share exchange agreement for 2 Ordinary
shares of £1 each in the capital of LBG Holdco Limited, on 25 November 2021.
LBG Media Limited and LBG Holdco Limited each undertook a capital reduction
via a directors' solvency statement on 25 November 2021. LBG Media Limited
reduced the nominal value per share from £60 to £0.10, leaving a share
premium value of £181,005,820.
On 26 November 2021, LBG Media Limited re-registered as a public company under
the name of LBG Media plc.
On 7 December 2021, the vested share options were exercised by the
Optionholders (to take effect immediately prior to completion of LBG Media
plc's share reorganisation described below) with new shares in LBG Media plc
to be issued to the Optionholders immediately prior to Admission (defined
below).
On 7 December 2021, LBG Media plc undertook a share reorganisation
(sub-division and redesignation) to reorganise its existing Ordinary share
capital into an appropriate number of Ordinary shares, based on the target
listing price of £1.75; further, it approved the allotment and issuance of
new Ordinary shares in connection with Admission, each to take effect
immediately prior to Admission.
On 15 December 2021, an initial public offering took place with LBG Media
plc's Ordinary shares admitted to trading on AIM (a market operated by the
London Stock Exchange) (the 'Admission'), with new shares being offered to
investors of 17,142,857 Ordinary shares of £1.75 each, raising a total of
£30,000,000, with the balance recorded as share premium of £24,982,857.
Post Admission, LBG Media plc bought back and cancelled the entirety of the
deferred shares in issue (127,228,571 shares with a nominal value of £0.001
each), reducing the share capital by £127,229.
9. Subsequent events
In January 2022, three new employee share schemes were created, with a total
of 3,606,951 share options awarded.
The total fair value of these share options has been calculated at £4,169k,
which will be charged to the income statement over the relevant vesting
periods (up to 2025).
Management have considered the impact that the conflict in Ukraine and
subsequent Russian Government restrictions in relation to social media have
had on the Group and have not identified any material impact at this stage.
Cautionary Statement
Certain statements included or incorporated by reference within this
announcement may constitute "forward-looking statements" in respect of the
Group's operations, performance, prospects and/or financial condition.
Forward-looking statements are sometimes, but not always, identified by their
use of a date in the future or such words and words of similar meaning as
"anticipates", "aims", "due", "could", "may", "will", "should", "expects",
"believes", "intends", "plans", "potential", "targets", "goal" or "estimates".
By their nature, forward looking statements involve a number of risks,
uncertainties and assumptions and actual results or events may differ
materially from those expressed or implied by those statements. Accordingly,
no assurance can be given that any particular expectation will be met and
reliance should not be placed on any forward-looking statement. Additionally,
forward-looking statements regarding past trends or activities should not be
taken as a representation that such trends or activities will continue in the
future. No responsibility or obligation is accepted to update or revise any
forward-looking statement resulting from new information, future events or
otherwise. Nothing in this announcement should be construed as a profit
forecast. This announcement does not constitute or form part of any offer or
invitation to sell, or any solicitation of any offer to purchase any shares or
other securities in the Company, nor shall it or any part of it or the fact of
its distribution form the basis of, or be relied on in connection with, any
contract or commitment or investment decisions relating thereto, nor does it
constitute a recommendation regarding the shares or other securities of the
Company. Past performance cannot be relied upon as a guide to future
performance and persons needing advice should consult an independent financial
adviser. Statements in this announcement reflect the knowledge and information
available at the time of its preparation. Liability arising from anything in
this announcement shall be governed by English law. Nothing in this
announcement shall exclude any liability under applicable laws that cannot be
excluded in accordance with such laws.
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