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REG - Rank Group PLC - Final Results

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RNS Number : 5681J  Rank Group PLC  17 August 2023

News release

LEI: 213800TXKD6XZWOFTE12

17 August 2023

The Rank Group Plc ('Rank' or the 'Group')

Preliminary results for the 12 months ended 30 June 2023

Performance in line with upgraded guidance

Rank (LSE: RNK) is pleased to announce its preliminary results for the 12
months ended 30 June 2023.

Overview

 ·         Like-for-like ('LFL') underlying operating profit for the full year was
           £20.3m, in line with the upgraded guidance provided in April 2023, but down
           on the prior year of £42.5m.
 ·         H2 profit performance was stronger than H1, with LFL underlying operating
           profit of £16.1m, compared with just £4.2m in H1.
 ·         LFL underlying venues NGR grew 6% on the prior year, with good momentum
           continuing into Q1 2023/24.
 ·         Underlying digital NGR grew 10% year on year with LFL underlying operating
           profit growing 7% to £18.8m.
 ·         Despite revenue growth, underlying venues operating profit of £40.9m was down
           27%, or £14.8m, on the prior year, reflecting significant cost increases,
           notably employment up £15.9m and energy up £5.4m.
 ·         70% of the Group's energy costs for 2023/24 are fixed and we anticipate total
           energy costs for 2023/24 to be circa £20m, down from £28.6m in 2022/23.
 ·         Group increased investment in colleague pay during the year, raising average
           pay by 10% focused on lower salaried colleagues.  2023/24 employment costs
           are expected to be circa 7% higher than 2022/23.
 ·         Refinancing concluded with £100m of committed revolving credit facilities to
           November 2024, reducing to £75m through to February 2025.
 ·         Our balance sheet strength enables continued investment in both the digital
           and venues businesses which positions the Group well for future growth,
           including from the UK Government's review of gambling legislation which will
           deliver important reforms for land-based bingo and casino venues.
 ·         Good progress being made in the Group's ESG strategy with a net zero plan now
           in place and further improvements seen in the protection of our customers, the
           engagement of our colleagues and the role we play within local communities.

 

Financial highlights

                                                              2022/23   2021/22     Change
 Financial  Group underlying LFL net gaming revenue (NGR)(1)  £679.7m   £633.2m     7%

 KPIs
            Digital underlying LFL NGR(1)                     £202.9m   £183.8m     10%
            Venues underlying LFL NGR(1)                      £476.8m   £449.4m     6%
            Underlying LFL operating profit(1,2)              £20.3m    £42.5m      (52)%
            Net (debt) / cash pre IFRS 16                     £(3.9)m   £16.9m(3)   -
            Underlying earnings per share(2)                  1.2p      4.0p        (70)%

 

                                                           2022/23     2021/22        Change
 Statutory performance  Reported NGR                       £681.9m     £644.0m        6%
                        Group operating (loss) / profit    £(109.8)m   £80.8m(3)      -
                        (Loss) / profit before taxation    £(122.7)m   £73.0m(3)      -
                        (Loss) / profit after taxation     £(95.3)m    £64.9m(3)      -
                        Net free cash flow                 £(20.3)m    £59.5m(3)      -
                        Net (debt)                         £(172.9)m   £(164.8)m(3)   -
                        Basic (loss) / earnings per share  (20.4)p     13.9p(3)       -
                        Dividend per share                 -           -              -

1.        On a like-for-like ('LFL') basis which removes the impact of
club openings, closures, foreign exchange movements and discontinued
operations.

2.        Excludes separately disclosed items.

3.        Restated.

 

 ·         LFL underlying operating profit of £20.3m declined 52% from £42.5m in
           2021/22 predominantly due to underlying cost inflation.
 ·         Statutory Group operating loss of £109.8m includes £118.9m of impairment
           charges, due to lower than expected performance in the year, and £7.7m of
           closure costs relating to 16 venues which were closed in the year.
 ·         Net debt pre IFRS 16 at 30 June 2023 was £3.9m.

 

Operational highlights

 ·         Grosvenor venues LFL NGR grew 4% in the year. An NGR decline of 5% in H1 was
           followed by a growth of 15% in H2, as the business continued to improve the
           quality of its safer gambling measures and invest in its people, products and
           facilities.
 ·         Grosvenor venues customer visits grew 7% on the prior year with customers
           continuing to return to casinos following the lockdowns of 2020 and 2021.
 ·         Mecca venues LFL NGR grew 7%, with customer visit volumes up 4%, continuing
           the slow recovery from the impact of the pandemic, particularly on the older
           cohort of bingo customers who have been slowest to return.
 ·         Mecca estate now more profitable and sustainable following the closure of 15
           Mecca clubs in the year, taking the Mecca estate to 56 venues.
 ·         Enracha venues delivered very strong LFL NGR growth of 19%, on customer visit
           volumes up 16% against the prior year.
 ·         Digital NGR grew 10% in the year following the successful completion of the
           migration of the Rank brands onto the proprietary technology platform and the
           subsequent transfer of development resource to the delivery of enhancements to
           customer journeys, services and products.
 ·         Successful completion of Gambling Commission assessments in Mecca and
           Grosvenor, and a Gibraltar Commissioner assessment in the UK digital
           business.  In respect of the Grosvenor assessment, the Gambling Commission
           has provided an early indication that it has seen a satisfactory outcome and
           we are awaiting the formal written notification.
 ·         A strong transformation plan for each of the Group's businesses provides a
           three-year programme of headline growth initiatives centred on maximising the
           opportunities afforded by the UK Government's planned legislative reforms for
           land-based gambling and growing our Digital business both within the UK and
           internationally.
 ·         Jon Martin appointed Chief Operating Officer in the year, taking
           responsibility for the development and delivery of the Group's cross-channel
           customer experience; Andrew Peat appointed UK Digital Managing Director,
           joining H1 2023/24.
 ·         Following the year end, Mark Harper has joined the Group as Grosvenor Managing
           Director from 14 August 2023 and Keith Laslop has been appointed Non-Executive
           Director with effect from 1 September 2023.

Current trading and outlook

The new financial year has started strongly across all of the businesses with
overall underlying Group LFL NGR ahead by 16% compared with the prior year.

Grosvenor venues NGR has grown 17% in the first six weeks with visits up 13%.
Grosvenor venues trading performance outside London is strong with NGR up 25%
and visits up 15%, but the performance in London is softer with NGR up only 5%
on the same period last year.

Mecca venues had a very strong start to the year, benefitting from the wet
weather in July and early August with NGR up 17%. Enracha venues NGR is ahead
of the prior year by 12%.

Digital NGR is up 13% in the opening six weeks, continuing to benefit from new
product and service enhancements and greater levels of personalisation for our
customers.

Despite the generally challenging trading conditions, with inflation still
running high and the increase in interest rates impacting consumer
discretionary expenditure, we expect to see good levels of revenue increase
year-on-year and to grow our profitability in 2023/24.

Dividend

Taking account of the continued challenging trading environment and the strong
pipeline of investment opportunities to drive revenue and profit growth, the
Board has not proposed a full year dividend but expects to recommence dividend
payments as soon as circumstances permit.

John O'Reilly, Chief Executive of The Rank Group Plc said:

"The return of customers to our Grosvenor and Mecca venues continues to pick
up and our second half numbers give cause for optimism after a very
challenging couple of years. During that time, our UK venues have faced a
surge in energy costs, high wage inflation, a tightening in the regulatory
environment, the slow return of overseas visitors to London's casinos and the
more general pressures on the consumer's discretionary expenditure. However,
energy costs have stabilised, inflation appears to now be easing, customers
continue to slowly return to both our Grosvenor and our Mecca venues and we
now expect to deliver good levels of revenue and profit growth.

Our Digital business is performing strongly, and we have a strong pipeline of
customer facing developments in both our UK and Spanish brands to drive
revenue and profit growth. We are very focused on delivering a market leading
cross-channel experience for our Grosvenor and Mecca customers with several
key developments landing during this new financial year.

The UK Government's white paper on gambling reform sets out a number of
important public policies which will enable the land-based bingo and casino
sectors to modernise the customer proposition to better meet the needs of
today's consumers. The delivery of the secondary legislation to enable these
reforms cannot come soon enough and we are well advanced with plans to
maximise these opportunities.

I am hugely grateful to my colleagues across the Group who continue to excite,
entertain and protect their customers, provide support to their local
communities and contribute fully to the progress we are making in the
transformation of Rank."

 

Definition of terms:

 ·             Net gaming revenue ('NGR') is revenue less customer incentives;
 ·             Underlying measures exclude the impact of amortisation of acquired
               intangibles; profit or loss on disposal of businesses; acquisition and
               disposal costs including changes to deferred or contingent consideration;
               impairment charges; reversal of impairment charges; restructuring costs as
               part of an announced programme; retranslation and remeasurement of foreign
               currency contingent consideration; discontinued operations, significant
               material proceeds from tax appeals and the tax impact of these, should they
               occur in the period.  Collectively these items are referred to as separately
               disclosed items ('SDIs');
 ·             EBIT is operating profit before SDIs;
 ·             Underlying earnings per share is calculated by adjusting profit attributable
               to equity shareholders to exclude SDIs;
 ·             '2022/23' refers to the 12-month period to 30 June 2023, '2021/22' refers to
               the 12-month period to 30 June 2022 and 'CY 2019' refers to the 12-month
               period to 31 December 2019;
 ·             Like-for-like ('LFL') measures have been disclosed in this report to show the
               impact of club openings, closures, acquired businesses, foreign exchange
               movements and discontinued operations;
 ·             Prior year LFL measures are amended to show an appropriate comparative for the
               impact of club openings, disposals, closures and acquired businesses;
 ·             The Group results make reference to 'underlying' results alongside our
               statutory results, which we believe will be more useful to readers as we
               manage our business using these adjusted measures.  The directors believe
               that SDIs impair visibility of the underlying performance of the Group's
               business because these items are often material, non-recurring and do not
               relate to the underlying trading performance.  Accordingly, these are
               excluded from our non-GAAP measurement of revenue, EBITDA, operating profit,
               profit before tax and underlying EPS.  Underlying measures are the same as
               those used for internal reports.  Please refer to APMs for further details;
               and
 ·             Venues includes Grosvenor venues, Mecca venues and Enracha venues.

 

 

Enquiries

 

 The Rank Group Plc
 Sarah Powell, director of investor relations and communications (investor  Tel: 01628 504 303
 enquiries)
 David Williams, director of public affairs (media enquiries)               Tel: 01628 504 295

 FTI Consulting LLP
 Ed Bridges                                                                 Tel: 020 3727 1067
 Alex Beagley                                                               Tel: 020 3727 1045

 

Photographs available from www.rank.com (http://www.rank.com/)

 

Analyst meeting and webcast details:

Thursday 17 August 2023

There will be an analyst meeting at 9.30am, admittance to which is by
invitation only. There will also be a simultaneous webcast of the

meeting.

 

For the live webcast, please register at www.rank.com. A replay of the webcast
and a copy of the slide presentation will be made available

on the website later. The webcast will be available for a period of six
months.

 

Forward-looking statements

This announcement includes 'forward-looking statements'. These statements
contain the words 'anticipate', 'believe', 'intend, 'estimate', 'expect' and
words of similar meaning. All statements, other than statements of historical
facts included in this announcement, including, without limitation, those
regarding the Group's financial position, business strategy, plans and
objectives of management for future operations (including development plans
and objectives relating to the Group's products and services) are
forward-looking statements that are based on current expectations. Such
forward-looking statements involve known and unknown risks, uncertainties and
other important factors that could cause the actual results, performance,
achievements or financial position of the Group to be materially different
from future results, performance, achievements or financial position expressed
or implied by such forward-looking statements. Such forward-looking statements
are based on numerous assumptions regarding the Group's operating performance,
present and future business strategies, and the environment in which the Group
will operate in the future. These forward-looking statements speak only as at
the date of this announcement. Subject to the Listing Rules of the Financial
Conduct Authority, the Group expressly disclaims any obligation or
undertaking, to disseminate any updates or revisions to any forward-looking
statements, contained herein to reflect any change in the Group's
expectations, with regard thereto or any change in events, conditions or
circumstances on which any such statement is based. Past performance cannot be
relied upon as a guide to future performance.

 

 

Business review

During H1 2022/23, the Group undertook a review of the Group's central costs
and concluded it is appropriate that a proportion of these costs should be
allocated to each of its operating business units.  Consequently, we have
presented operating profit pre and post the central cost reallocation and, to
aid comparisons, 2021/22 operating profit for each business unit has been
restated accordingly.

The year to 30 June 2023 saw the continued recovery of our venues businesses
following the very heavy impact of pandemic lockdowns and the subsequent sharp
rise in inflation, interest rates and energy costs. In the UK, both Grosvenor
and Mecca venues saw accelerated revenue recovery in the second half of the
year with profit conversion improving as energy costs began to fall. In Spain,
Enracha continued its strong recovery and saw its annual revenues back above
pre-pandemic levels. Our digital business maintained double digit revenue
growth and is making an increasing contribution to the Group's overall
profitability.

At a Group level, underlying like-for-like ('LFL') NGR of £679.7m was up 7%
against the prior year. All businesses within the Group were in LFL revenue
growth in the year with Grosvenor venues at +4%, Mecca venues at +7%, Enracha
venues at +19% and Digital at +10%. With continued recovery in the venues
businesses, revenue in the second half of the year grew 13% on the prior year
compared with the 2% year on year growth posted in the first half.

The trading update issued in December 2022 reflected lower than expected
performance in the first half of the year and rebased future performance
expectations. This was the main driver of the £118.9m of impairment charges
for the current year and relates to a number of our Grosvenor, Mecca and
Enracha venues.

Despite the improving revenue position, underlying LFL operating profit of
£20.3m was down 52% against the prior year (£42.5m), reflecting the
significant increases in energy and employment costs and the absence of
Government furlough payments and other pandemic related support which
continued to support the Group in 2021/22.

Energy costs are expected to be circa £20m for 2023/24, down from £28.6m in
2022/23.

 NGR / £m                                          2022/23  2021/22  Change
 Grosvenor venues                                  306.3    293.9    4%
 Mecca venues                                      134.1    124.8    7%
 Enracha venues                                    36.4     30.7     19%
 Digital                                           202.9    183.8    10%
 Underlying LFL(1) Group                           679.7    633.2    7%
 Impact of venues openings, closures and FX(2)     2.2      10.8     -
 Underlying Group                                  681.9    644.0    6%

 Operating profit / £m                             2022/23  2021/22  Change
 Grosvenor venues                                  27.7     45.4     (39)%
 Mecca venues                                      4.0      2.0      100%
 Enracha venues                                    9.2      8.3      11%
 Digital                                           18.8     17.5     7%
 Central costs                                     (39.4)   (30.7)   28%
 Underlying LFL(1) Group                           20.3     42.5     (52)%

 Operating profit / £m                             2022/23  2021/22  Change
 Presentation post reallocation of central costs:
 Grosvenor venues                                  16.3     36.5     (55)%
 Mecca venues                                      (5.8)    (4.9)    (18)%
 Enracha venues                                    9.1      8.2      11%
 Digital                                           13.8     13.4     3%
 Central costs                                     (13.1)   (10.7)   22%
 Underlying LFL(2) Group                           20.3     42.5     (52)%
 Impact of venues openings, closures, and FX(2)    (1.2)    (4.0)    -
 Total Group                                       19.1     38.5     (50)%

1.        Results are presented on a like-for-like ('LFL') basis which
removes the impact of club openings, club closures, foreign exchange movements
and discontinued operations.

2.        A full analysis of these adjustments can be found in the
Alternative Performance Measures ('APM') section.

 

Grosvenor venues

Key financial performance indicators:

                                                                       2022/23  2021/22  Change

                                                                       £m       £m
 LFL(1) NGR                                                            306.3    293.9    4%

 London                                                                99.3     98.9     0%

 Rest of the UK                                                        207.0    195.0    6%
 Total NGR                                                             306.3    296.6    3%
 Underlying(2) LFL(1) operating profit pre-central cost reallocation   27.7     45.4     (39)%
 Underlying(2) LFL(1) operating profit post-central cost reallocation  16.3     36.5     (55)%
 Total (loss) / profit                                                 (35.4)   51.7     -

1.        Results are presented on a like for like ('LFL') basis which
removes the impact of club openings, club closures, foreign exchange movements
and discontinued operations.

2.        Before the impact of separately disclosed items.

 

Grosvenor venues' underlying LFL NGR was up 4% compared to the prior year.
Recovery from the combined impact of lockdowns during the pandemic and
tightened affordability restrictions has been slower than expected. NGR
declined 5% in the first half against the prior year but grew 15% against H2
2021/22.

Average weekly NGR grew from £5.8m in Q1 to £6.0m in Q2 and Q3 before
falling back to £5.8m in our traditionally softer Q4. The respective year on
year movements were (5)%, (5)%, +15% and +16%.

Grosvenor's London casino estate continues to perform below the levels seen
prior to the pandemic. The rise of working from home following the pandemic
has impacted visitor volumes in London but the most material effect remains
the slow return of customers from the Middle East and from East and South-East
Asia. With fewer international customers arriving in London, competition
amongst London's casinos is more intense than ever. Revenue in the London
estate was flat on the prior year.

The Grosvenor Russell Square casino was permanently closed in the year
reducing the overall Grosvenor estate to 51 casinos, representing 43% of the
UK market's 118 casinos.

Rest of the UK performance has been recovering more quickly. NGR was up 6%
against the prior year on visits up 7%.

The largely fixed or semi-fixed cost base of the Grosvenor business delivers
significant operating leverage as revenues grow. With revenues slow to recover
to pre-pandemic levels, inflationary pressure on employment and other costs
resulted in LFL underlying operating profit post-central cost recharges of
£16.3m in the year (down from £36.5m in 2021/22). The key cost pressures on
the business have been seen in salaries and wages +£12.2m, energy +£3.8m,
and property maintenance +£2.3m.

The Grosvenor team has continued to focus on driving operating cost
efficiencies in the year including the further rollout of a table operating
system to ensure table gaming is operating as efficiently as possible, LED
lighting and other energy saving initiatives, reductions in trading hours in
selected venues and a rationalisation of the food and beverage offering to
reduce wastage and improve operating margins.

The increase in salary and wage costs in the Grosvenor business reflects the
labour market pressures since reopening following lockdown in May 2021. The
absence of European croupiers coming to the UK as a result of Brexit has added
to the broader job market pressures within the hospitality sector. The
investment the business has made in colleague salaries and wages has
significantly eased these employment pressures and supported the ongoing
improvement in colleague engagement and eNPS scores across the Grosvenor
estate. The Grosvenor management team has also been further strengthened with
the addition of two further Regional Operations Managers in the year and the
build out of a new high value customer team to better support the needs of
higher staking customers particularly within the very competitive London
market.

The Group has continued to invest in the Grosvenor business both to improve
the quality of the customer proposition and to prepare the estate for the
impact of the UK Government's review of gambling legislation for land-based
casinos which, following the publication of the white paper in April 2023, is
now expected to be implemented during 2024/25.

£7.1m has been invested in property refurbishments during 2022/23. Merchant
City, Glasgow, is a high footfall venue in a very good location which has
historically performed strongly but had needed updating. The venue has had a
complete overhaul with the introduction of new brand standards which help to
underline the entertainment and excitement of the Grosvenor customer
proposition. Grosvenor Merchant City now has a bar, sports viewing area,
restaurant and gaming machines on the ground floor with a modern and vibrant
gaming and poker floor below. It has been an important development in
broadening the appeal of casinos and the brand identity and brand guidelines
have been gradually rolling out across the wider Grosvenor estate.

In the London estate, Grosvenor Gloucester Road has undergone a full
refurbishment to better meet the needs of its Kensington customer base. The
development includes a wholly refurbished gaming floor and a new restaurant
and bar area. Grosvenor Bayswater (formerly the Golden Horseshoe) also now
enjoys the benefit of a new restaurant and bar area which is proving very
popular with its customers. All development projects continue to be designed
for the implementation of up to 80 gaming machines once the policy decisions
in the Government's review of gambling legislation are enacted.

£6.0m has been invested in new electronic gaming terminals, gaming machines,
tables and wheels during the year. New gaming machines are being trialled for
future implementation. Total capital investment in the Grosvenor estate in the
year was £19.5m.

A new electronic roulette game has also been rolled out across the Grosvenor
estate. Called Going for Gold, the game is the first to offer UK casino
customers a side bet progressive with jackpots that run to hundreds of
thousands of pounds. Another new initiative has been the roll out of a new
local marketing tool and framework that enables casinos to identify, review
and contact cohorts of contactable customers using SMS messaging; email
capability will very soon be added to the functionality.

The Grosvenor business completed a Gambling Commission compliance assessment
during 2022/23. There were several changes to policies and to practices to
better protect our customers that were identified during the assessment
process. Having implemented a new risk model in the prior year, this has now
been rolled out on an app for colleagues to use to assess customer risk,
determine the nature of the required customer interaction and to record and
evaluate the outcomes. This provides a tighter framework for managing customer
risk to ensure customers are playing within their means. It also enables
earlier and, consequently, more positive interaction with our customers.

During the year, Grosvenor recognised an impairment charge of £53.3m relating
to 23 venues due to lower than expected trading performance, and an impairment
reversal of £6.6m relating to another seven venues.

Mecca venues

Key financial performance indicators:

                                                                       2022/23  2021/22  Change

                                                                       £m       £m
 LFL(1) NGR                                                            134.1    124.8    7%
 Total NGR                                                             136.3    134.0    2%
 Underlying(2) LFL(1) operating profit pre-central cost reallocation   4.0      2.0      100%
 Underlying(2) LFL(1) operating (loss) post-central cost reallocation  (5.8)    (4.9)    (18)%
 Total (loss) / profit                                                 (74.1)   26.7     -

1.        Results are presented on a like for like ('LFL') basis which
removes the impact of club openings, club closures, foreign exchange movements
and discontinued operations.

2.        Before the impact of separately disclosed items.

 

2022/23 has been something of a turnaround year for Mecca venues following the
severe downturn the land-based bingo sector suffered as a result of the
pandemic lockdowns. The bingo industry emerged from the pandemic with a
smaller customer base and with the consequent lower revenues resulting in
weaker prize boards. Stronger bingo venues in terms of prize fund liquidity
have been able to sustain strong businesses and have attracted custom from
weaker venues. Across the sector, post-pandemic, there has been too many bingo
venues.

Mecca venues emerged from lockdown with an estate of generally strong bingo
venues. Nevertheless, the downturn in customer numbers and revenues
necessarily led to some closures. Bingo venues are social amenities which play
a very important role within their local communities and therefore the
decision to close a venue is not taken lightly. However, having given the
lower liquidity Mecca venues every opportunity to recover and to return to
profitability, 15 venues were permanently closed during 2022/23. This has
reduced the Mecca estate to 56 venues. These 56 stronger venues have improved
their appeal to customers with LFL NGR for the Mecca estate growing 7% against
the prior year.

With a strengthened leadership team in place, Mecca venues ended the year with
strong momentum. In the first half of the financial year NGR grew 4% on the
prior year on customer visit volumes also growing by 4%. H2 2022/23 LFL NGR
grew 11% on visitor volumes up 4%, with strong H2 performances from bingo and
machine gaming. The business continues to see the return of customers
following the pandemic despite reopening two years prior. However, the
business continues to attract high volumes of new customers with circa 4% of
customers every week being new to Mecca. Over 50% of new customers to Mecca
are aged under 35.

Mecca's customer net promoter score ('NPS') further improved, rising from +61
last year to +78 in 2022/23. The increasing momentum in the business also
reflects in our colleague eNPS scores which further increased from +4 in
2021/22 to +25 in 2022/23.

Main stage bingo NGR grew 24% on the prior year, driven by the success of
strong prize boards and the addition of a new bingo variant.  Interval bingo
NGR grew 9% and food and beverage sales grew 6%. Gaming machine NGR grew by
just 2% in the year, but with stronger momentum in the second half of the year
which saw NGR grow by 7%. Much work is ongoing across the Mecca estate to
improve the quality of the machine offering and we are hopeful that the
announced change in the Government's white paper to the makeup of machines in
bingo venues, which currently restricts Category B3 machines to just 20% of
the gaming machine offering, will enable Mecca to better meet the needs of
today's consumers.

With LFL NGR growing £9.3m in the year, Mecca's LFL underlying operating loss
post-central cost was £5.8m, down from £4.9m in 2021/22. The key cost
increases in the year were energy +£1.3m and property maintenance +£1.5m,
offset by reductions in duty and employment costs.

The performance of Mecca Luton, which reopened in March 2022, continued to
improve during the year, delivering many learnings in terms of its
attractiveness to a broader customer base. Consequently, investments have been
made in the year at nine Mecca venues, primarily focusing on updating their
external appearance and improving the quality of the gaming machine offering.
Playsafe, a system which supports the provision of real time information for
our colleagues on individual customer machine play has been successfully
rolled out across the estate. Total capital investment in the Mecca estate in
2022/23 was £12.5m.

During the year Mecca recognised an impairment charge of £61.5m relating to
70 venues, including some which were closed in the year, due to the lower than
previously expected performance.

Enracha venues

Key financial performance indicators:

                                                                       2022/23  2021/22  Change

                                                                       £m       £m
 LFL(1) NGR                                                            36.4     30.7     19%
 Total NGR                                                             36.4     30.1     21%
 Underlying(2) LFL(1) operating profit pre-central cost reallocation   9.2      8.3      11%
 Underlying(2) LFL(1) operating profit post-central cost reallocation  9.1      8.2      11%
 Total profit                                                          4.9      15.0     (67)%

1.        Results are presented on a like for like ('LFL') basis which
removes the impact of club closures, foreign exchange movements and
discontinued operations.

2.        Before the impact of separately disclosed items.

 

The Enracha estate of nine bingo, machine gaming and sports betting venues in
Spain performed strongly with underlying LFL NGR growing 19% over the prior
year. LFL NGR of £36.4m was the result of continued strong growth in gaming
machine NGR (AWPs, electronic roulette and B3/B4 bingo machines) which were up
25%, with main stage bingo NGR up 10% on the prior year. This improving NGR
position for bingo reflects the strength of bingo liquidity and prize boards
across the Enracha venues estate.

Customer visits grew 16% in the year.

Enracha delivered a LFL underlying operating profit post allocation of central
costs of £9.1m, up 11% on the £8.2m operating profit in 2021/22. The key
areas of cost increase were seen in employment costs which were up £3.0m and
energy costs which were up £0.4m on the prior year.  The reallocation of
central costs only marginally impacted LFL underlying profit at £9.1m.

Capital investment in the year of £1.2m was focused on completing the rollout
of TiTo (the ticket in ticket out customer payment and withdrawal mechanism
for gaming machines), a trial of a loyalty programme in selected venues, the
rollout of a new food and beverage electronic point of sale ('EPOS') system,
machine jackpot display screens and the continued upgrade of the gaming
machine estate.

During the year Enracha venues recognised an impairment charge of £4.1m
relating to two venues whose performance was lower than anticipated.

Digital

Key financial performance indicators:

                                                                       2022/23  2021/22  Change

                                                                       £m       £m
 LFL(1) NGR                                                            202.9    183.8    10%

 Mecca                                                                 72.6     66.9     9%

 Grosvenor                                                             57.0     49.8     14%

 Enracha/Yo                                                            24.1     21.5     12%

 Other including Stride legacy brands                                  49.2     45.6     8%
 Total NGR                                                             202.9    183.3    10%

 Mecca                                                                 72.6     66.9     9%

 Grosvenor                                                             57.0     49.8     14%

 Enracha/Yo                                                            24.1     21.0     15%

 Other including Stride legacy brands(3)                               49.2     45.6     8%
 Underlying(2) LFL(1) operating profit pre-central cost reallocation   18.8     17.5     7%
 Underlying(2) LFL(1) operating profit post-central cost reallocation  13.8     13.4     3%
 Total profit/(loss)                                                   4.7      (1.2)    -

1.        Results are presented on a like-for-like ('LFL') basis which
removes the impact of foreign exchange.

2.        Before the impact of separately disclosed items.

3.        Includes contribution from Passion Gaming.

 

The digital business has performed strongly in the year with LFL NGR growth of
10% to £202.9m and underlying LFL operating profit pre allocation of central
costs growing 7% to £18.8m. After the reallocation of £5.0m of costs
previously assigned as central costs, but now appropriately charged to the
digital business, the full year underlying operating profit was £13.8m.

LFL NGR, excluding Enracha/Yo, was up 10% on the prior year at £178.8m. Now
fully operating on the RIDE proprietary platform, the Mecca and Grosvenor
brands continued to improve their performance with Mecca growing NGR 9% and
Grosvenor growing 14% year on year. Our other UK facing brands saw NGR grow 8%
in the year.

With the successful conclusion of the project to ready the RIDE platform for
the migration of the Mecca and Grosvenor online sites, the digital team is now
focused on further improving the products, services and user journeys for our
customers. Much greater personalisation has been added to the Mecca and
Grosvenor sites during the year so that the customer increasingly receives an
offering which more suitably meets their preferences. New live gaming tables
have been added both from Grosvenor venues and from a new live dealer studio
opened during the year. Safer gambling player journeys continue to be improved
to reduce friction for customers and a new markers of harm model has been
successfully introduced to further help identify at risk play in real time.

The development effort in the software engineering hub in Cape Town is centred
on the next phase of delivering a seamless cross-channel experience to
customers including a unified customer membership system, a single content
management system operating across all the digital brands and further
modernising the RIDE platform to speed up the development time and to increase
both capacity and reliability. Artificial Intelligence ('AI') is being added
to customer journeys and in particular to customer support to improve our
responsiveness to customers. The development of a single cross-channel central
engagement platform has also now been successfully completed and is being
rolled out across key data driven processes such as real time predictive
models, cross channel single customer view and real time business performance
reporting. The business continues to build out its operations hub in Mauritius
which provides a high-quality capability across a number of key back office,
marketing and customer management functions.

In Spain, the Yo and Enracha brands grew LFL NGR by 12% in the year. YoSports
was successfully launched prior to the FIFA World Cup and the site has
received a good response from customers. The ability to accelerate growth in
the Spanish market is constrained by the marketing restrictions introduced by
the Government in 2021. However, the launch of YoSports has supported customer
acquisition and revenue growth in the year and further initiatives, including
platform and site enhancements and product developments are in the pipeline to
further support the YoBingo, YoCasino and Enracha brands.

The application to the Portuguese regulator for a licence to launch YoBingo is
ongoing, the timescale largely the result of no other bingo brand having yet
been licensed in Portugal.

Passion Gaming, the online Indian rummy business in which Rank holds a 51%
share, grew LFL NGR by 33% in the year following the easing of regulatory
restrictions in certain states.

Group liquidity

The Group ended the year with total cash and available facilities of £101.4m.

In May 2023, the Group made its scheduled term loan repayment of £34.5m in
line with the agreed loan amortisation profile reducing its term loan to
£44.4m.

In August 2023, the Group secured a financing package which totalled £100m of
revolving credit facilities.  £25m is committed until November 2024 and the
remaining £75m is committed until February 2025.  The Group has subsequently
repaid the remaining term loan of £44.4m.

The Group will look to replace the £100m of RCF with a longer-term financing
package in 2023/24 when it anticipates securing better financing terms, driven
by additional consecutive months of improved trading.

The Group expects to meet all future financial covenants under its current
lending facilities.

Sustainability update

We are continuing to mature our approach to ESG and have strengthened
governance of sustainability initiatives and performance through the formation
of new working groups, comprising of individuals across the business and
supported by external consultants.

In recognition of the importance of ESG on our long-term business success, we
have also introduced eight key performance indicators (KPIs) across our four
focus areas - Customers, Colleagues, Environment and Communities.

 Customers                                                                  Environment

 -      Customer Net Promoter Score ('NPS')                                 -      Energy intensity ratio*

 -      % of  UK  digital customers who use safer gambling tools

 -      Customer feedback score relating to Rank's approach to safer
 gambling*

 -      Employee NPS relating to Rank's approach to safer gambling*
 Colleagues                                                                 Community

 -      Employee NPS*                                                       -      Total charitable funds raised

 -      % of females in senior management

For detail of Rank's performance please refer to the Strategic update section.

*Four of these KPIs are linked to executive compensation and further embed the
importance of ESG into our core objectives and culture.

Customers

Safer gambling remains a primary commitment in both our business and
sustainability strategy. Our goal is to deliver an entertaining experience
and, therefore, we want all our customers to play within their means.  Safer
gambling is a constant consideration in every customer engagement.

We continue to invest in technology to ensure that we remain at the leading
edge when it comes to player protection. Through the development of our
bespoke Central Engagement Platform ('CEP'), we are bringing all customer data
into one singular platform, improving customer visibility and enabling us to
better monitor their play across all our brands, digital and land based.
Through adding automation to the alert system for detecting potential problem
gambling it has already enhanced the ability of our Grosvenor venues to
observe incidences of harmful play in real time and to make interventions
where required.

The experience and dedication of our colleagues remains an invaluable tool in
safeguarding customers' mental and financial wellbeing. The relationships our
venue teams have established with their customers delivers an irreplaceable
human understanding of play at the individual level. To complement the
abilities of our staff in identifying 'at-risk' play, we have invested
significantly in employee training. Over 1,200 of our colleagues across
Grosvenor, Mecca and UK Digital businesses received in-depth training to
detect and deal with harmful gambling and have reported improved understanding
of potential risks and more confidence in taking action when they identify
concerning playing behaviour.

Colleagues

To enhance our approach to colleague engagement, we introduced the position of
Chief People Officer this year and we have been pleased to see the immediate
impact this new role and focus has had. There is now a stronger focus on
culture across the organisation, and we are making great strides in elevating
the employee experience. Our People and Culture function have been
restructured to improve the flow of information from all our locations up to
Group level, ensure we are well placed to support our people and culture plans
on a local level, and provide oversight of all aspects of the employee
development lifecycle.  This has helped to assess what works well and
determine where we can improve. Whilst we have invested greatly in employee
professional development, we know there is more to be done to make sure that
everyone is being brought along on the Group's journey. Our conception of a
compelling new Employee Value Proposition ('EVP') is central in addressing
this. The EVP will improve outcomes for employees in every country of
operation through the restructuring of our rewards and benefits policy and
creates a greater cohesion through improved integration of our company values.
The results are already being realised in the evident quality of people we are
bringing into the business, including at executive level.

Environment

Our consideration for our environmental impact has accelerated in recent
years. This analysis reflects not only our commitment to being a responsible
corporate citizen, but also in recognition of the material financial savings
made possible by improving energy efficiency.

The Group is now fully committed to being net zero by 2035 for all Scope 1, 2
and selected Scope 3 emissions and fully net zero across all scopes by 2050.

Our newly formed Net Zero Working Group oversees decarbonisation initiatives
across Rank. This year, the first step has been to conduct an extensive energy
audit of our venues in both the UK and Spain. By establishing a utilisation
baseline, we now have a clear and comprehensive understanding of where energy
savings and carbon reductions can be made. The application of monitoring
technology in the UK captures energy use right down to the machine level, and
the data collected will additionally support preventative maintenance
programmes, further improving both the carbon and cost efficiency of our
operations.

Informed by our energy assessment, we have established Group-wide interim Net
Zero targets and are developing a strategy to support the achievement of these
objectives. In Spain, we have already installed LED lighting, and we have
introduced a number of simple solutions in our Mecca venues this year to
reduce energy consumption.

Fundamental to the success of our net zero strategy, will be the buy-in and
strategy implementation from our colleagues. We are therefore developing an
internal programme to raise awareness and instil behavioural change throughout
our support offices and venues.

Communities

We greatly value the connections we have with the communities where we
operate. Whenever I visit a venue, I am always struck by how much our
employees truly care about their customers. Bingo is an important weekly
social occasion for many; as a result, our Mecca colleagues strike up strong
relationships with their customers and will even reach out to check-in on
elderly patrons when they do not attend in line with their usual routine.

Embedded in these communities as we are, we can provide support that meets
local need. Taking a largely decentralised approach to our philanthropic
endeavours, we allow our clubs autonomy on the initiatives they champion. This
year's activities have included everything from hosting community meetings and
events in our venues, to donating to Easter and Christmas hampers as part of
campaigns to support underprivileged groups.

At Group level we are proud to have been partnered with Carers Trust for
almost a decade. This year alone, we provided support to 480 carers, with
colleagues raising £0.3m through hosting charity poker nights, completing
marathons and bike rides, and much more.

Further detail regarding our sustainability strategy and the progress made in
the year will be outlined in our 2023 sustainability report which will be
published in September 2023.

Regulatory update

The UK Government's white paper, published on 27 April, set out public policy
for reforms to land-based and online gambling regulation and legislation. The
reforms to land-based casinos and bingo are critical to ensuring that we can
meet the needs of today's consumers.

The Government plans to enable casinos to offer up to 80 gaming machines on a
5:1 machine to live gaming table ratio, subject to the size of the venue and
the available non-gaming space. Casinos will also be able to offer sports
betting facilities and enable electronic payments, rather than just cash, on
gaming machines. These modest but essential reforms, which will be delivered
through secondary legislation, will enable the UK's casinos to better meet the
expectations of customers.

The white paper also supports enabling credit to be offered to High Net Worth
international customers visiting the UK. The extension of table games such as
blackjack on electronic terminals to enable customers to play at lower staking
levels has been left as an open issue requiring further review. Both of these
reforms would require primary legislation, something which is unlikely to
happen in the foreseeable future.

In bingo, the Government has supported reform to the current restriction that
requires no more than 20% of the gaming machines to be category B3 (£2
maximum stake and £500 maximum prize), with the balance required to be
category C and D machines which are increasingly unpopular with customers.
Category B3 machines account for over 70% of machine revenues in Mecca. Rather
than removing the rule, the Government has proposed establishing a new 50%
rule, requiring half of the available machines to be category C or D. This
reform, whilst not going quite as far as we would wish, will enable us to go
some way in modernising the machine offering for Mecca's customers. The bingo
reforms also include allowing customers to make electronic, rather than simply
cash, payments.

The Government has outlined that it expects these critical land-based reforms
to be implemented through secondary legislation (positive statutory
instruments) by the summer of 2024.

In the digital sector, the Government is consulting on a maximum staking limit
for online slot games which would subsequently be delivered through secondary
legislation. The other reforms to online gaming, including changes to game
design, an opt in requirement for cross-sell and financial risk assessments
(to provide a frictionless check on a customer's means), will be delivered by
changes to regulations (Licence Conditions and Codes of Practice ('LCCP'))
following consultations now being conducted by the Gambling Commission. The
Commission anticipates that the full programme of reforms to LCCP will take
three years to deliver. We would not expect a customer centric approach to
these regulatory reforms to have a material impact to our UK facing digital
business which is already positioned to ensure we provide very high levels of
protection to our customers.

Board changes

Having completed over six years on the Board, Steven Esom, Non-Executive
Director and Chair of the Remuneration Committee, stepped down from the Board
on 31 December 2022.

Lucinda Charles-Jones succeeded Steven Esom as Chair of the Remuneration
Committee and was appointed as the designated Non-Executive Director for
workforce engagement from 1 January 2023.

 On 16 August, Keith Laslop was appointed to the Board as a Non-Executive
Director and a member of the Audit Committee, with effect from 1 September
2023. Keith was previously Chief Financial Officer of Gamesys Group Plc
between 2013 and October 2021.

Management changes

From 1 June 2023, Jon Martin took on a newly created role of Chief Operating
Officer for the Group.  Jon was previously managing director for our UK
digital business, a role he has held since 2020.

Jon will continue to have accountability for the strategy and performance of
the UK digital business, as well as taking overall responsibility for the
development and delivery of Rank's cross-channel customer offer for the Mecca
and Grosvenor brands.

Andrew Peat will join the Group from William Hill later in 2023 as Managing
Director of the Group's UK digital business.

In August 2023, Mark Harper joined as Grosvenor's new Managing Director.
Mark joins us from Pears Partnership Capital, part of the William Pears Group,
where he was the Operating Partner, managing the leisure and hospitality
investment portfolio, a role he has been in since 2021. Mark has broad
experience in the leisure industry and the 24/7 economy, with ten years at
Allied Domecq Leisure across many of their divisions and more recently in
leadership roles at several leading holiday park Groups.

 

Our strategy and KPIs

Our strategy is focused on generating long term sustainable shareholder value.
We have made considerable progress which ensures significant opportunity in
the next phase of the plan.

Strategic pillar 1

Provide a seamless and tailored experience for customers across venues and
online.

In the markets in which we operate, Rank is one of the few gaming companies in
a position to provide customers with a genuine one-brand gaming experience
across both venues and online. Our key assets are our 116 venues, our
membership-based models, our customer relationships and the high levels of
engagement that our team members enjoy with our customers.

 What we said                                                                    What we did
 Further develop the app strategy for each brand ensuring customer needs are     We have created our app strategy focused on delivering a deeper brand
 met for both online and in-venue experiences, removing the need for customers   experience. We have initiated a programme of work to consolidate and improve
 to move across multiple mono-channel apps.                                      our mobile apps over the next 12-18 months.
 Launch live streaming from a further four Grosvenor casinos to our online       We have launched our live streaming product 'Live and Direct' into our
 audiences and deliver improvements to the digital live roulette experience.     Glasgow, Sheffield and Nottingham casinos. We have also launched variants of

                                                                               the games taking our live streaming from venue portfolio from one to ten
                                                                                 games.
 Introduce artificial intelligence to better drive personalisation for our       We have introduced our personalisation engine which allows us to identify
 Grosvenor casino and sports customers showing offers, bets and homepages        customer traits and preferences and create and test insight-based campaigns
 tailored to their behaviour.                                                    across marketing channels to optimise the customer experience.

 Continue to deliver compelling Mecca offers focused on driving new customer     Three key offers were launched in the year - 'Mecca Perks', a stamp card for
 acquisition and retention.                                                      venues visits with digital rewards; 'Mecca Bestie', where customers win

                                                                               additional prizes if their 'bestie' bingo partner wins and the popular
                                                                                 'Everyone's a winner' campaign.

                                                                                 We continue to build out our cross-channel rewards programme for our Mecca
                                                                                 customer base.
 Launch unified Mecca membership across online and in venues that will bring     We have launched our Mecca single sign-up journey which automatically creates
 real time communication, personalised content, cross sell and improved          a venues membership for new and existing meccabingo.com customers, enabling
 onboarding.                                                                     channel agnostic communication, content and tailored experiences.

 Introduce a new Mecca loyalty card embedded into our apps and single            Mecca Perks, a brand led loyalty scheme with digital and in venue rewards, was
 membership journey aligned to our single app strategy.                          launched in the year. Further development of our single membership and apps

                                                                               will unlock enhanced Mecca loyalty and reward functionality.

 

KPIs

Percentage of venues customers that play with us online

 ·         Grosvenor venues 5% (0ppts)
 ·         Mecca venues 9% (0ppts)
 ·         Enracha venues 0% (0ppts)

 

Percentage of digital NGR from cross-channel customers

 ·         Grosvenor venues 32% (-2ppts)
 ·         Mecca venues 20% (-3ppts)
 ·         Enracha venues 1% (+1ppts)

 

Focus for 2023/24:

 ·         Introduce via our proprietary technology platform single unified membership
           for Mecca online and venue customers
 ·         Delivery of single apps for each brand ensuring customer needs are met for
           both online and in-venue experiences
 ·         Delivering further venues content online, allowing customers to virtually tour
           our venues and bringing the venues atmosphere online through dynamic content
 ·         Further development of our personalisation capabilities, delivering the right
           content, at the right time to the customer
 ·         Continue to deliver our cross channel live casino offering through shared
           jackpots, game variants and customer experiences
 ·         Deliver gamification and personalisation of rewards through retention and
           product recommendations relevant to the customer and reward players for
           engaging at a brand level
 ·         Relaunch our improved joint liquidity bingo game 'Fortune', enabling seamless
           play in venue or online with community jackpots

 

Strategic pillar 2

Drive digital growth powered by our proprietary technology and live play
credentials.

We have built strong positions in venues-based gaming which we are seeking to
replicate across our digital channels. In 2022/23, our digital operations
generated 30% of Group revenue. Across the UK as a whole, digital channels
represented around 65% of the gambling market (excluding the National Lottery)
pre-pandemic, presenting a significant growth opportunity.

 What we said                                                                 What we did
 Migrate grosvenorcasinos.com onto our RIDE platform.                         We migrated Grosvenorcasinos.com to our RIDE proprietary platform in September

                                                                            2022, completing our group wide migrations and enabling us to deliver a host
                                                                              of innovative customer-oriented improvements.
 Enhance Grosvenor's Daily Retention Game offering our customers greater      We have launched a full suite of Daily Retention Games across all Rank brands,
 variety and range of prizes.                                                 offering a variety of mechanics and prizes including bespoke variants such as

                                                                            Beat the Timer, Everyone's a Winner, Winfall, Scratch and Win and Loose Woman.

 Launch the streaming online of live immersive events in our Mecca venues to  We enhanced our Mecca TV proposition with celebrity presenters hosting main
 help drive cross channel acquisition.                                        event bingo games on Friday nights and streaming in venue events such as

                                                                            Bonkers and Players Bingo.

 Deliver the significant development roadmap which follows the migration of   The Grosvenor migration to our RIDE proprietary platform unlocked cost
 Grosvenor onto the RIDE platform.                                            synergies relating to technology services, cloud hosting, marketing and player

                                                                            protection tools.

                                                                              With the migrations completed, our in-house resource was able to switch focus
                                                                              on delivering customer journey improvements such as greater personalisation,
                                                                              improved customer journeys, launch of improved games and game variants (Live
                                                                              and Direct, 'Loose Women' Bingo), and delivering improvements to our safer
                                                                              gambling monitoring.

 Launch a new Spanish sports betting site YoSport.                            YoSport was successfully launched in September 2022 to provide sports betting

                                                                            to the Spanish market.

 Launch new apps for YoCasino and YoSport in Spain.                           Both android apps were launched in Q4 2022/23 and further work is underway to

                                                                            enable promotion in Google Play.

 Roll-out a cross-channel strategy for Enracha.                               A soft launch to selected customers will be launched towards the end of

                                                                            2023/24.

 Launch YoBingo in Portugal to replicate the successful YoBingo model.        Good progress is being made in the homologation of our YoBingo.pt site by

                                                                            SRIJ, Portugal's regulator, and we hope to be now launching this new service
                                                                              in the coming months
 Upgrade the proprietary Yo technology platform.                              The first phase of this development, a new bingo module, will be launched in

                                                                            Q2 2023/24.

 

KPIs

Digital NGR

 ·         UK £172.7m (+10%)
 ·         International £30.2m (+16%)

 

Digital customer numbers

 ·         UK 1,153k (+14%)
 ·         International 48k (+2%)

 

Focus for 2023/24:

 ·         Continue to build out our core RIDE platform scalability and enhance its
           resilience to support our growth ambitions
 ·         Enhance our sportsbook capabilities through onsite content and bonusing
           improvements so we become the sportsbook of choice for Grosvenor customers
 ·         Scale marketing investment through key channels to drive brand awareness and
           customer consideration
 ·         Further investment into our Safer Gambling tools and measures
 ·         Enhance our monitoring and player protection capabilities whilst delivering
           excellent customer experience
 ·         Launch a daily live online bingo experience at YoBingo.es

 

Strategic pillar 3

Continuously evolve our venues estate with engaging propositions that appeal
to both existing and new customers.

Our casino and bingo venues provide entertainment for millions of customers
each year and generate the majority of the Group's revenue and profits. By
continuously evolving our venues (in terms of product, environment and
service) and by creating new concepts, we are constantly enhancing the
experiences that we offer our customers, whether they be existing or new.

 What we said                                                                   What we did
 Launch of new rewards and incentives programme for our Grosvenor venues.       During the year we altered our marketing approach, by focusing on fewer larger

                                                                              national campaigns, marketing activities to more local and personalised
                                                                                promotions and rewards, ensuring they are more relevant for each casino's
                                                                                customer base.

 Continue the development and refurbishment of the Grosvenor estate with 12     Three major refurbishments were completed in the year at our Merchant City
 venues listed for refurbishment in 2022/23.                                    casino in Glasgow and at the Gloucester and Bayswater casinos in London, in

                                                                              addition to two smaller refurbishments at our Southampton and Brighton
                                                                                casinos.  We also upgraded the 'back of house' team member areas in five of
                                                                                our Grosvenor casinos, with further to be completed to be 2023/24 and upgraded
                                                                                air conditioning across 15 of our casinos, including delivering significant
                                                                                improvements in energy efficiency.

 Launch of a new electronic roulette jackpot game, Going for Gold, across our   Going for Gold was successfully rolled out across 900 terminals in the
 Grosvenor estate.                                                              Grosvenor estate and is proving to be very popular with customers.

 Focus on improving the slots performance of our Mecca venues through a better  Through the introduction of new machine suppliers, we have been able to
 product mix and presentation in venue.                                         broaden the range of slot machines available to our Mecca customers. We have

                                                                              optimised the gaming machine area layouts in a number of venues and commenced
                                                                                a programme of refurbishments of these areas in a number of our Mecca venues.

 Investigate opportunities to share space in our Mecca venues through           To date, we have been unable to secure a suitable party which complements and
 complementary partnerships and collaborations with third parties.              enhances the experience for our Mecca customers.   Further opportunities are

                                                                              under review.

 Continue the Enracha venues investment programme in our Andalucía and          We are currently at the planning approval stage to refurbish our venues in
 Sabadell venues.                                                               Seville and Sabadell.  We hope to complete both projects in 2023/24.

 Consider prospective opportunities to continue growing in the Spanish market   We have reviewed a number of prospective acquisition targets in the year but
 through targeted acquisitions.                                                 valuations are high and the Group's priority has been to ensure we retain a

                                                                              strong balance sheet position during this period of high costs of debt
                                                                                financing.
 Deploy player tracking and new jackpots in each Enracha venue to improve       Player tracking is live in seven venues. New jackpot displays are live in four
 customer experience.                                                           venues.

 Full deployment of our Enracha venues loyalty card into all permitted venues.  Live across the estate with the last permitted venue in the Enracha venues

                                                                              estate deploying the loyalty card system in September 2023.

 

KPIs

Venues customer numbers

 ·         Grosvenor venues 1,044k (-1%)
 ·         Mecca venues 637k (0%)
 ·         Enracha venues 270k (+34%)

 

Venues strategic investment

 ·         Grosvenor venues £13.1m (+11%)
 ·         Mecca venues £3.7m (0%)
 ·         Enracha venues £0.6m (+50%)

 

Venues Net Promoter Score

 ·         Grosvenor venues +57 (+0)
 ·         Mecca venues +78 (+17)
 ·         Enracha venues +36 (-9)

 

Focus for 2023/24:

 ·         Continue to build on our strong Mecca slots performance by refurbishing an
           additional 20 slots areas in our key venues
 ·         Continuing with our external redevelopment programme, with six Mecca venues to
           be upgraded in 2023/24
 ·         1,700 new Mecca Max units to be rolled out in 2023/24 across Mecca
 ·         Improving the visibility of our venues online with more informative and up to
           date venues related information
 ·         Refurbish the external of 12 of our Grosvenor venues in order to improve kerb
           appeal and help drive consideration from non-casino customers
 ·         Complete major refurbishments at our Leicester and Portsmouth casino and begin
           the refurbishment of our flagship casino, The Victoria on London's Edgware
           Road
 ·         Complete the detailed planning for the implementation of the land-based bingo
           and casino reforms contained within the UK Government's white paper
 ·         Complete refurbishments in Enracha's Seville and Sabadell venues

 

Strategic pillar 4

Be passionate about the development and well-being of our colleagues and the
contribution we make to our communities.

We continue to build a high-performing culture through the engagement and
development of colleagues who want to put exciting and entertaining customers
at the heart of what they do. We strive for a culture of ownership and
transparency that empowers our teams to achieve goals they did not think
possible and to be the very best that they can be. We are also acutely aware
of the role our venues, support offices and colleagues play in the communities
in which we operate and together as a collective organisation we strive to add
value wherever possible.

 What we said                                                                  What we did
 Launch refreshed three-year ED&I strategy across the Group focused on         During the year, a simplified ED&I strategy was agreed.
 ensuring the Group is recognised as an employer of choice by attracting,

 developing and retaining a truly diverse pool of talent.

                                                                               The Group also appointed a new Head of Learning, Engagement and Inclusion.
                                                                               One of their key areas of focus is the development and implementation of the
                                                                               Group's ED&I strategy.  Further progress is expected in 2023/24.

 Expand the reach of the Group's ED&I colleague network groups and launch      Numerous network group events were held during the year, maintaining the
 the Group's first neurodiverse colleague network group.                       Group's focus on ED&I.

                                                                               Further development of new network Group's is planned for 2023/24.

 Launch and embed the newly developed Group-wide EVP Work. Win. Grow.          During the year, key projects such as a full review of the Group's people

                                                                             policies, an overhaul and relaunch of the Group's careers website and the
                                                                               implementation of a new payroll system were delivered under the Work.Win.Grow.
                                                                               programme.

 Continue the development of the Group's net zero plan and look to set         The Group has set an intermediate target of net zero for its global Scope 1, 2
 intermediate targets to lower the Group's carbon emissions and use of other   and selected Scope 3 emissions by 2035 supported by a robust action plan.
 natural resources.

                                                                               Rank aims to be net zero globally across all scopes by 2050.

 

KPIs

 ·         Employee Net Promoter Score +14 (+12)
 ·         % of females in senior positions 35% (+8ppts)
 ·         Emission intensity ratio 36.6 tCO2e per £m NGR (-12%)
 ·         Total charitable funds raised £0.3m (0%)

 

Focus for 2023/24:

 ·         Improve the delivery and content of colleague development courses and training
           across the Group
 ·         Implementation of an improved colleague communication and engagement strategy
 ·         Ensure Group policies are modern and global to better reflect the current and
           future business needs
 ·         Delivery of the further energy efficiency programmes in line with the Group's
           net zero plan
 ·         Roll out of a Group wide engagement programme centred on the Group's
           environmental ambitions

 

Strategic pillar 5

Build sustainable relationships with our customers by providing them with safe
environments in which to play.

Millions of customers regularly enjoy the fun and excitement of gambling, but
we recognise that a small percentage of customers can be at risk of problem
gambling and a smaller number of people can suffer harm through excessive
gambling. We recognise the importance of continuous innovation to refine our
approach to making gambling as safe as possible thus ensuring we create and
maintain sustainable relationships with all our customers.

 What we said                                                                    What we did
 Continue to refine and improve the holistic player protection model in our      Significant investment was made in the year in improving our player protection
 Grosvenor venues.                                                               model, with over 10,000 training modules delivered to Grosvenor colleagues

 Improve the tools available to Grosvenor venues colleagues to make              A new risk app was launched that allows our colleagues easier access to
 decision-making more efficient and effective.                                   information for faster decision-making and customer interaction.

 Review and improve our digital customer onboarding journeys to remove           Significant further improvements have been delivered to improve customer
 unnecessary friction caused by 'know your customer' and player protection       'safer gambling' journeys and improve customer response rates to requests for
 processes.                                                                      affordability information.

 Completion of role appropriate enhanced safer gambling training supported by    We have made further progress in the year, with 743 additional team members
 GamCare to over 1,100 colleagues. The training is aimed at developing the       completing the enhanced safer gambling training.
 necessary skills required to have more meaningful safer gambling interactions
 with our customers.

 Continue to develop our markers of harm model as part of a continuous           During the year, we developed automated marketing and bonusing suppression
 improvement and evaluation of player protection risk models.                    technology delivered through our proprietary Hawkeye monitoring platform.

                                                                                 This new functionality allows us to suspend bonus offers and promotional
                                                                                 marketing where a customer is showing indication of potential harmful
                                                                                 behaviour.

 Work towards achieving GamCare safer gambling accreditation across our UK       During the year Rank was awarded Gamcare Level 2 accreditation for Mecca
 operations.                                                                     venues and the UK digital business. The review of Grosvenor venues is ongoing.

 

KPIs

 ·         Safer gambling eNPS score 53% (+2ppts)
 ·         Customer feedback score on safer gambling
           -     Grosvenor venues 82%
           -     Mecca venues 83%
           -     UK digital 73%

Scores were not recorded prior to 2022/23.  Enracha venues and our Spanish
digital business will start to seek customer feedback in 2023/24.

 ·         % UK digital customers using safer gambling tools 43% (+7ppts)

 

Focus for 2023/24:

 ·         Deliver changes outlined in the Gambling Act review for the UK digital
           business, specifically around financial risk assessments, slots staking, game
           design and marketing preferences
 ·         Enrol in the GamProtect scheme, introducing controls across UK gambling
           operators to protect customers who have identified as being harmed by
           excessive gambling
 ·         Continue to progress Gamcare accreditation for our Grosvenor venues

 

 

CFO's review

Within this section all prior year comparatives are to the year ended 30 June
2022.

Reported net gaming revenue ('NGR')

For the 12 months ended 30 June 2023 NGR increased by 6% to £681.9m following
an improved NGR performance across a majority of the Group's business units.

Operating profit

The Group delivered an operating loss of £109.8m for the year, compared to an
operating profit of £80.8m, principally due to higher impairment charges of
£118.9m, higher operating costs and a VAT refund in the prior year.

Energy costs are a significant cost for the Group and to provide the Group
with some certainty it has adopted an agreed hedging policy.  This allows the
Group to fix a portion of its future energy costs up to two years in advance,
near term energy costs can be fixed up to 100%.  Regarding 2023/24, 70% of
the Group energy costs have been fixed and at current market prices we expect
2023/24 energy costs to be approximately £20m.

Separately disclosed items ('SDIs')

SDIs are items that are infrequent in nature and/or do not relate to Rank's
underlying business performance.

Total SDIs for the year ended 30 June 2023 were £101.5m.

The key SDIs in the year were as follows:

 ·         A rebasing of expected future performance at the end of H1 2022/23 has
           resulted in an impairment charge of £118.9m relating to 23 Grosvenor venues,
           70 Mecca venues and two Enracha venues, as well as an impairment of £182.6m
           in the parent company accounts;
 ·         A £6.6m reversal of previously impaired assets following a better than
           anticipated performance and improved outlook regarding seven Grosvenor venues;
 ·         Closure costs of £7.7m relating to the closure of a number of Grosvenor,
           Mecca and Enracha venues; and
 ·         Amortisation of acquired intangible assets of £8.6m relating to the
           acquisition of Stride Gaming, YoBingo and the remaining shares in Rialto
           (previously Aspers Online).

 

Further details regarding the SDIs can be found in note 4 of the financial
statements.

Prior period restatement

During the year, the Group identified an accumulated total of £2.2m of prior
year payment processing costs within the Digital business which erroneously
had not been recognised in the prior year financial statements. Of the total
value, £1.3m relates to 2021/22, with £0.6m relating to H1 2021/22 and
£0.7m to H2 2021/22. The remaining £0.9m relates to pre 2021/22.

Net financing charge

The £12.3m underlying net financing charge for the year ended 30 June 2023
was slightly lower than the prior year's charge of £13.4m principally due to
lower bank fee amortisation costs in the current year. The underlying net
financing charge includes £6.5m of lease interest calculated under IFRS 16.

Cash flow and net debt

As at 30 June 2023, net debt was £172.9m. Debt comprised £44.4m in term
loans, £18.0m of drawn revolving credit facilities and £169.0m in finance
leases, offset by cash at bank of £58.5m. In the period, the Group repaid
£34.5m of the term loan in line with the loan's agreed amortisation schedule.

In August 2023, the Group made an early repayment of the remaining balance of
the term loan, funded by the new £100m RCF.

The Group finished the year with net debt for covenant purposes of £19.1m.

                                              2022/23  2021/22(1)

                                              £m       £m
 Operating profit from continuing operations  19.1     38.5
 Depreciation and amortisation                60.1     67.4
 Working capital                              3.0      (6.2)
 Other                                        2.5      (0.3)
 Cash inflow from operations                  84.7     99.4
 Capital expenditure                          (44.1)   (40.6)
 Net interest and tax                         (7.8)    (16.2)
 Lease payments                               (43.6)   (53.7)
 Cashflows in relation to SDIs                (9.5)    70.6
 Net free cash flow                           (20.3)   59.5
 Business acquisition and other               (0.5)    (0.7)
 Business disposal                            -        8.8
 Total cash (out)/in flow                     (20.8)   67.6
 Opening net cash/(debt) pre IFRS 16          16.9     (50.7)
 Closing net (debt)/cash pre IFRS 16          (3.9)    16.9
 IFRS 16 lease liabilities                    (169.0)  (181.7)
 Closing net (debt) post IFRS 16              (172.9)  (164.8)

1.        Restated

Taxation

The Group's underlying effective corporation tax rate in 2022/23 was 8.8%
(2021/22: 23.5%) based on a tax charge of £0.6m (excluding impact of rate
changes on deferred tax) on underlying profit before taxation. This is
different to the Group's anticipated effective tax rate of 16-18% for the
year.  This is mainly as a result of lower than forecasted profits in UK
operations.

The underlying effective corporation tax rate for 2023/24 is expected to be
20-22%, being below the UK statutory tax rate. The tax rate is driven by some
overseas profits being taxed at lower rates than the UK.

 

On a statutory basis, the Group had an effective tax rate of 22.1% (2021/22:
22.7%) based on a tax credit of £27.1m and total loss of £122.7m. This is
higher than the effected tax rate on underlying profit because of the
significant level of separately disclosed items which attract a tax credit.

Further details of the tax charge are provided in note 6 of the financial
statements.

Earnings per share ('EPS')

Basic EPS declined to a loss of 20.4p from a profit of 13.9p in the prior
year. Underlying EPS declined to 1.2p from 4.0p in the prior year. For further
details refer to note 9 of the financial statements.

Cash tax rate

In the year ended 30 June 2023, the Group had an effective cash tax rate of
(2.6)% on total profit before taxation (2021/22: (13.3)%). The cash tax rate
is lower than the effective tax rate due to losses generated by the UK
operations during the period resulting in no cash tax payable in the UK.

The Group is expected to have a cash tax rate of approximately (14)-(16)% in
the year ended 30 June 2024. This is lower than the effective tax rate due to
the utilisation of brought forward tax losses and refunds of UK corporation
tax expected from prior year overpayments and loss carry back claims.

 

Alternative performance measures

When assessing, discussing and measuring the Group's financial performance,
management refer to measures used for internal performance management. These
measures are not defined or specified under UK adopted International Financial
Reporting Standards (IFRS) and as such are considered to be Alternative
Performance Measures ('APMs').

 

By their nature, APMs are not uniformly applied by all preparers including
other operators in the gambling industry. Accordingly, APMs used by the Group
may not be comparable to other companies within the Group's industry.

 

Purpose

 

APMs are used by management to aid comparison and assess historical
performance against internal performance benchmarks and across reporting
periods. These measures provide an ongoing and consistent basis to assess
performance by excluding items that are materially non-recurring,
uncontrollable or exceptional. These measures can be classified in terms of
their key financial characteristics.

 

Profit measures allow management and users of the financial statements to
assess and benchmark underlying business performance during the year. They are
primarily used by operational management to measure operating profit
contribution and are also used by the Board to assess performance against
business plan.

 

The following table explains the key APMs applied by the Group and referred to
in these statements:

 APM                                                                     Purpose          Closest equivalent IFRS measure               Adjustments to reconcile to primary financial statements
 Underlying like-for-like ('LFL') net gaming revenue ('NGR')             Revenue measure  NGR                                           ·                         Separately disclosed items
                                                                                                                                        ·                         Excludes contribution from any venue openings, closures, disposals, acquired
                                                                                                                                                     businesses and discontinued operations
                                                                                                                                        ·                         Foreign exchange movements
 Underlying LFL operating profit /(loss) post-central cost reallocation  Profit measure   Operating profit / (loss)                     ·                         Separately disclosed items
                                                                                                                                        ·                         Excludes contribution from any venue openings, closures, disposals, acquired
                                                                                                                                                     businesses and discontinued operations
                                                                                                                                        ·                         Foreign exchange movements
                                                                                                                                        ·                         Central cost reallocation
 Underlying LFL operating profit /(loss) pre-central cost reallocation   Profit measure   Operating profit / (loss)                     ·    Separately disclosed items
                                                                                                                                        ·    Excludes contribution from any venue openings, closures, disposals,
                                                                                                                                        acquired businesses and discontinued operations
                                                                                                                                        ·    Foreign exchange movements
 Underlying profit / (loss) before taxation                              Profit measure   Profit / (loss) before tax                    ·                     Separately disclosed items
 Underlying (loss) / profit after taxation                               Profit measure   Profit / (loss) after tax                     ·                     Separately disclosed items
 Underlying (loss) / earnings per share                                  Profit measure   Earnings / (loss) per share                   ·                     Separately disclosed items
 Free cash flow                                                          Cash measure     Net cash generated from operating activities  ·    Lease principal repayments
                                                                                                                                        ·    Cash flow in relation to SDIs
                                                                                                                                        ·    Cash capital expenditure
                                                                                                                                        ·    Net interest and tax payments

·

Underlying LFL operating profit /(loss) post-central cost reallocation

Profit measure

Operating profit / (loss)

 ·                         Separately disclosed items
 ·                         Excludes contribution from any venue openings, closures, disposals, acquired
                           businesses and discontinued operations
 ·                         Foreign exchange movements
 ·                         Central cost reallocation

Underlying LFL operating profit /(loss) pre-central cost reallocation

Profit measure

Operating profit / (loss)

 ·    Separately disclosed items
 ·    Excludes contribution from any venue openings, closures, disposals,
 acquired businesses and discontinued operations
 ·    Foreign exchange movements

Underlying profit / (loss) before taxation

Profit measure

Profit / (loss) before tax

 ·                     Separately disclosed items

Underlying (loss) / profit after taxation

Profit measure

Profit / (loss) after tax

 ·                     Separately disclosed items

Underlying (loss) / earnings per share

Profit measure

Earnings / (loss) per share

 ·                     Separately disclosed items

Free cash flow

Cash measure

Net cash generated from operating activities

 ·    Lease principal repayments
 ·    Cash flow in relation to SDIs
 ·    Cash capital expenditure
 ·    Net interest and tax payments

·

 

Rationale for adjustments - Profit and debt measure

 1.                                Separately disclosed items ('SDIs')

SDIs are items that bear no relation to the Group's underlying ongoing
operating performance.  The adjustment helps users of the accounts better
assess the underlying performance of the Group, helps align to the measures
used to run the business and still maintains clarity to the statutory reported
numbers.

Further details of the SDIs can be found in the Financial Review and note 4.

 

 2.                        Contribution from any venue openings, closures, disposals, acquired businesses
                           and discontinued operations

In the current period (2022/23), the Group closed one Grosvenor venue and 15
Mecca venues.  For the purpose of calculating like-for-like ('LFL') measures
its contribution has been excluded from the prior period numbers and current
period numbers, to ensure comparatives are made to measures on the same basis.

 

 3.  Foreign exchange movements

During the year the exchange rates may fluctuate, therefore by using an
exchange rate fixed throughout the year the impact on overseas business
performance can be calculated and eliminated.

The tables below reconcile the underlying performance measures to the reported
measures of the continuing operations of the Group.

 

 £m                                       2022/23  2021/22
 Underlying LFL net gaming revenue (NGR)  679.7    633.2
 Open, closed and disposed venues         2.2      12.0
 Foreign exchange ('FX')                  -        (1.2)
 Underlying NGR - continuing operations   681.9    644.0

 

Calculation of comparative underlying LFL NGR

                              2021/22
 Reported underlying LFL NGR  644.0
 2022/23 closed venues        (12.0)
 2022/23 FX                   1.2
 Restated underlying LFL NGR  633.2

 

 £m                                                   2022/23  2021/22
 LFL underlying operating profit                      20.3     42.5
 Opened, closed and disposed venues                   (1.2)    (3.8)
 FX                                                   -        (0.2)
 Underlying operating profit - continuing operations  19.1     38.5
 Separately disclosed items                           (128.9)  42.3
 Operating (loss) / profit - continuing operations    (109.8)  80.8

 

Calculation of comparative underlying LFL operating profit

 £m                                            2021/22
 Reported underlying LFL operating profit      40.4
 2021/22 restatement relating to digital cash  (1.3)
 2021/22 opened and closed venues              (0.6)
 2022/23 closed venues                         3.8
 2022/23 FX                                    0.2
 Underlying LFL operating profit               42.5

 

 £m                                 2022/23  2021/22
 Underlying current tax (charge)    (0.6)    (9.6)
 Tax on separately disclosed items  27.7     (10.5)
 Deferred tax                       -        3.2
 Tax credit / (charge)              27.1     (16.9)

 

 Pence                       2022/23  2021/22
 Underlying EPS              1.2      4.0
 Separately disclosed items  (21.6)   9.9
 Reported EPS                (20.4)   13.9

 

Comparison of 2022/23 LFL performance to CY2019

Whilst year-on-year comparisons are now free from the material impacts of the
pandemic experienced in calendar years 2020 and 2021, the Group continues to
review performance against the 12 months to 31 December 2019 (CY 2019), the
last comparable period which was unaffected by COVID-19 and the more recent
inflationary pressures.

 NGR / £m                                    2022/23  CY 2019(1)  Change
 Grosvenor venues                            306.3    359.7       (15)%

 London                                      99.3     134.3       (26)%

 Rest of UK                                  207.0    225.4       (8)%
 Mecca venues                                134.1    164.5       (18)%
 Enracha venues                              36.4     32.4        12%
 Digital                                     202.9    144.3       41%
 Underlying LFL Group                        679.7    700.9       (3)%
 Impact of venues openings, closures and FX  2.2      33.1        -
 Underlying Group                            681.9    734.0       (7)%

 Operating profit / £m                       2022/23  CY 2019     Change
 Grosvenor venues                            27.7     74.3        (63)%
 Mecca venues                                4.0      30.9        (87)%
 Enracha venues                              9.2      7.7         19%
 Digital                                     18.8     23.0        (18)%
 Central costs                               (39.4)   (34.6)      14%
 Underlying LFL Group                        20.3     101.3       (80)%
 Impact of venues openings, closures and FX  (1.2)    3.5         -
 Underlying Group                            19.1     104.8       (82)%

1.        Stride was acquired in October 2019 and has been included on
a pro forma basis.

 

Reallocation of central costs

 

During the year, the Group undertook a review of the Group's central costs and
has concluded that a proportion of them, which are directly attributable to
the relevant business units, should be allocated to those business units,
better reflecting the underlying profitability of each segment. This resulted
in changes in the underlying profit (loss) of each segment in the prior year
which has been re-presented in the table below.

 

                                                   Year ended 30 June 2023
                                                   Digital  Grosvenor venues  Mecca venues  Enracha         Central Costs      Total

                                                                                            venues
                                                   £m       £m                £m            £m              £m                 £m

 Segment revenue                                   202.9    306.3             136.3         36.4            -                  681.9

 Other operating income                            -        -                 -             -               -                  -

 Operating profit (loss)                           18.8     27.7              2.8           9.2             (39.4)             19.1
 Separately disclosed items                        (9.1)    (51.7)            (67.1)        (4.2)           3.2                (128.9)
 Segment result                                    9.7      (24.0)            (64.3)        5.0             (36.2)             (109.8)
 Central costs allocation                          (5.0)    (11.4)            (9.8)         (0.1)           26.3               -
 Segment result (post central cost allocation)     4.7      (35.4)            (74.1)        4.9             (9.9)              (109.8)

 Finance costs                                                                                                                 (12.6)
 Finance income                                                                                                                0.8
 Other financial losses                                                                                                        (1.1)
 (Loss) before taxation                                                                                                        (122.7)
 Taxation                                                                                                                      27.1
 (Loss) for the period from continuing operations                                                                              (95.6)

                                                   Year ended 30 June 2022 (re-presented)
                                                   Digital  Grosvenor venues  Mecca venues  Enracha venues  Central   Costs    Total
                                                   £m       £m                £m            £m              £m                 £m

 Segment revenue                                   183.3    296.6             134.0         30.1            -                  644.0

 Other operating income                            -        2.6               1.0           -               -                  3.6

 Operating profit (loss)                           17.4     45.1              (0.8)         7.5             (30.7)             38.5
 Separately disclosed items                        (14.5)   15.5              34.4          7.6             (0.7)              42.3
 Segment result                                    2.9      60.6              33.6          15.1            (31.4)             80.8
 Central cost allocation                           (4.1)    (8.9)             (6.9)         (0.1)           20.0               -
 Segment result (post central cost allocation)     (1.2)    51.7              26.7          15.0            (11.4)             80.8

 Finance costs                                                                                                                 (13.1)
 Finance income                                                                                                                0.1
 Other financial gains                                                                                                         5.2
 Profit before taxation                                                                                                        73.0
 Taxation                                                                                                                      (16.9)
 Profit for the period from continuing operations                                                                              56.1

 

 

Analysis of total costs by type and segment and how the central costs have
been re-allocated:

 

                                                        Year ended 30 June 2023
                                                        Digital  Grosvenor venues  Mecca venues  Enracha venues  Central Costs  Total
                                                        £m       £m                £m            £m              £m             £m
 Employment and related costs                           28.1     122.2             46.1          17.7            7.7            221.6
 Taxes and duties                                       47.7     64.2              27.1          2.0             1.2            142.2
 Direct costs                                           57.1     28.2              20.6          3.0             -              108.9
 Property costs                                         0.8      11.6              6.5           0.6             0.5            20.0
 Marketing                                              33.3     6.2               5.7           2.4             0.2            47.8
 Depreciation and amortisation                          14.3     28.8              10.9          1.5             2.5            58.0
 Other                                                  7.8      29.0              26.4          0.1             1.0            64.3
 Total costs before SDI (post-central cost allocation)  189.1    290.0             143.3         27.3            13.1           662.8
 Cost of sales                                                                                                                  409.0
 Operating costs                                                                                                                253.8
 Total costs before SDI (post-central cost allocation)                                                                          662.8

 

                                                       Year ended 30 June 2023
                                                       Digital  Grosvenor Venues  Mecca Venues  Enracha Venues  Central Costs  Total
                                                       £m       £m                £m            £m              £m             £m
 Employment and related costs                          3.4      5.9               4.8           0.1             (14.2)         -
 Taxes and duties                                      0.4      0.9               0.9           -               (2.2)          -
 Direct costs                                          -        -                 -             -               -              -
 Property costs                                        -        -                 -             -               -              -
 Marketing                                             -        -                 -             -               -              -
 Depreciation and amortisation                         0.1      1.0               0.9           -               (2.0)          -
 Other                                                 1.1      3.6               3.2           -               (7.9)          -
 Central cost allocation                               5.0      11.4              9.8           0.1             (26.3)         -
 Cost of sales                                                                                                                 -
 Operating costs                                                                                                               -
 Central cost allocation                                                                                                       -

                                                       Year ended 30 June 2023
                                                       Digital  Grosvenor Venues  Mecca Venues  Enracha Venues  Central Costs  Total
                                                       £m       £m                £m            £m              £m             £m
 Employment and related costs                          24.7     116.1             41.3          17.6            21.9           221.6
 Taxes and duties                                      47.3     63.3              26.2          2.0             3.4            142.2
 Direct costs                                          57.1     28.2              20.6          3.0             -              108.9
 Property costs                                        0.8      11.6              6.5           0.6             0.5            20.0
 Marketing                                             33.3     6.2               5.7           2.4             0.2            47.8
 Depreciation and amortisation                         14.2     27.8              10.0          1.5             4.5            58.0
 Other                                                 6.7      25.4              23.2          0.1             8.9            64.3
 Total costs before SDI (pre-central cost allocation)  184.1    278.6             133.5         27.2            39.4           662.8
 Cost of sales                                                                                                                 409.0
 Operating costs                                                                                                               253.8
 Total costs before SDI (pre-central cost allocation)                                                                          662.8

 

                                                        Year ended 30 June 2022 (re-presented)

                                                        Digital  Grosvenor Venues  Mecca Venues  Enracha Venues  Central Costs  Total
                                                        £m       £m                £m            £m              £m             £m
 Employment and related costs                           27.8     109.0             47.3          14.7            6.9            205.7
 Taxes and duties                                       40.7     61.0              25.6          1.6             0.2            129.1
 Direct costs                                           49.4     23.6              19.9          2.4             -              95.3
 Property costs                                         0.5      9.5               4.5           0.6             0.9            16.0
 Marketing                                              33.2     5.9               5.8           1.7             0.1            46.7
 Depreciation and amortisation                          13.4     33.3              16.0          1.3             3.4            67.4
 Other                                                  5.0      20.7              23.6          0.4             (0.8)          48.9
 Total costs before SDI (post-central cost allocation)  170.0    263.0             142.7         22.7            10.7           609.1
 Cost of sales                                                                                                                  386.5
 Operating costs                                                                                                                222.6
 Total costs before SDI (post-central cost allocation)                                                                          609.1

                                                        Year ended 30 June 2022 (re-presented)
                                                        Digital  Grosvenor Venues  Mecca Venues  Enracha Venues  Central Costs  Total
                                                        £m       £m                £m            £m              £m             £m
 Employment and related costs                           3.5      5.1               4.3           0.1             (13.0)         -
 Taxes and duties                                       0.2      0.5               0.5           -               (1.2)          -
 Direct costs                                           -        -                 -             -               -              -
 Property costs                                         -        0.8               -             -               (0.8)          -
 Marketing                                              -        -                 -             -               -              -
 Depreciation and amortisation                          0.2      0.9               0.9           -               (2.0)          -
 Other                                                  0.2      1.6               1.2           -               (3.0)          -
 Central cost allocation                                4.1      8.9               6.9           0.1             (20.0)         -
 Cost of sales                                                                                                                  -
 Operating costs                                                                                                                -
 Central cost allocation                                                                                                        -

 

                                                       Six months ended 31 December 2022 (unaudited and re-presented)
                                                       Digital      Grosvenor Venues  Mecca Venues  Enracha Venues  Central Costs  Total
                                                       £m           £m                £m            £m              £m             £m
 Employment and related costs                          24.3         103.9             43.0          14.6            19.9           205.7
 Taxes and duties                                      40.5         60.5              25.1          1.6             1.4            129.1
 Direct costs                                          49.4         23.6              19.9          2.4             -              95.3
 Property costs                                        0.5          8.7               4.5           0.6             1.7            16.0
 Marketing                                             33.2         5.9               5.8           1.7             0.1            46.7
 Depreciation and amortisation                         13.2         32.4              15.1          1.3             5.4            67.4
 Other                                                 4.8          19.1              22.4          0.4             2.2            48.9
 Total costs before SDI (pre-central cost allocation)  165.9        254.1             135.8         22.6            30.7           609.1
 Cost of sales                                                                                                                     386.5
 Operating costs                                                                                                                   222.6
 Total costs before SDI (pre-central cost allocation)                                                                              609.1

 

 

Principal risks and uncertainties

The Board has conducted a robust assessment of the Company's principal and
emerging risks. The risks outlined in this section are the principal risks
that we have identified as material to the Group. They represent a
'point-in-time' assessment, as the environment in which the Group operates is
constantly changing and new risks may always arise.

Risks are considered in terms of likelihood and impact and are based on
residual risk rating of: high, medium and low, i.e. after taking into account
controls already in place and operating effectively. Mapping risks in this way
helps not only to prioritise the risks and required actions but also to direct
the required resource to maintain the effectiveness of controls already in
place and mitigate further where required.

The risks outlined in this section are not set out in any order of priority,
and do not include all risks associated with the Group's activities.

Additional risks not presently known to management, or currently deemed less
material, may also have an adverse effect on the business. Risks such as these
are not raised as principal risks but are nevertheless periodically monitored
for their impact on the Group.

Emerging risks

Our risk management processes include consideration of emerging (including
opportunity) risks; horizon scanning is performed with a view to enabling
management to take timely steps to intervene as appropriate.

Our methodology used to identify emerging risks includes reviews with both
internal and external subject matter experts, reviews of consultation papers
and publications from within and outside the industry and the use of key risk
indicators. Throughout the year some new risks have emerged and developed
which have been monitored by management and action taken when they started to
crystallise.

The current economic pressures, high rates of inflation and pressures on
disposable incomes are a cause for concern for many consumers. The executive
directors continue to be vigilant of the changing economic backdrop and the
impact on the Group.

Additionally, changes in the regulation of the gaming market are monitored
closely and the Group continues to evolve climate-related risks and
opportunities. However, climate risks are currently not regarded as a
principal risk and the risk itself is currently considered low.

 

 Principal risk 1: Uncertain trading environment

 Yearly change: No Change

 Consumers' discretionary expenditure continues to be impacted by inflationary
 pressures, volatile energy markets and higher interest rates. Such pressures
 influence customer behaviour and can reduce spend on entertainment and leisure
 activities such as those offered by the Group, as well as their propensity to
 visit our venues. This could impact our financial performance and ability to
 deliver our strategic plans.

 Moreover, various cost pressures are impacting the operating margins of our
 venues businesses and this will be further impacted if wage and other
 inflation remains high. Related risks caused by current macroeconomic and
 geopolitical uncertainty are energy availability and the increased cost of
 products and services, all of which could impact our future performance.

 Residual risk rating and change in risk impact: Considered high residual risk
 and stable.

 With the current trading environment, inflationary pressures, energy prices
 remaining above historic norms, increases in interest rates and labour
 shortages impacting the leisure sector in particular, the risk here is
 considered high.

 Risk mitigation strategy

 We are actively monitoring the situation and continue to put contingency
 measures in place to manage these risks, including:

 -      strategic plans have been prepared with current consumer pressures
 in mind. We have adapted our approach to ensure future plans are sufficiently
 robust to deal with the uncertain trading conditions

 -      monitoring economic developments and undertake scenario analysis
 where appropriate. In particular, the Group focuses on impacts in the short
 and medium term that may result from changes in customer behaviour.

 -      ongoing review of operational plans to ensure that they are robust
 and well managed.

 -      undertaking regular insight and tracking work in relation to our
 brands and continue to assess the relevance of our products to our customers.

 -      considering ways to manage the Group's exposure in respect of
 external conditions beyond its control, including forward buying of energy and
 reviewing the extent of interest rate risk exposure.

 -      ensuring that our procurement team conducts tender processes and
 leverages our scale to effectively control costs and ensure pricing is
 competitive.

 Principal risk 2: Compliance with gambling laws and regulations

 Yearly change: No change

 Regulatory and legislative regimes for betting and gaming in key markets are
 constantly under review and can change (including as to their interpretation
 by regulators) at short notice. These changes could benefit or have an adverse
 effect on the business and additional costs might be incurred in order to
 comply. Failing to comply leads to an increased risk of investigation(s) and
 regulatory action and sanctions by way of licence conditions, financial
 penalties and/or loss of an operating licence.

 Residual risk rating and change in risk impact: Considered high residual risk
 and increasing.

 There is ongoing increased regulatory focus on compliance by regulators in the
 jurisdictions in which the Group operates. The risk of potential
 non-compliance increases with the pace of change in regulation, particularly
 when limited time is provided to ensure compliance. Regulatory change in the
 UK is often delivered through ad hoc Gambling Commission guidance which is
 often open to interpretation; this further increases the risk of a negative
 outcome from a regulatory compliance assessment.

 Risk mitigation strategy

 The Group ensures that:

 -      it seeks ongoing and regular engagement with government, key civil
 servants involved in determining gambling policy and with regulators.

 -      it monitors legislative and regulatory developments and
 announcements in relation to prospective change.

 -      it has defined policies and procedures in place, which are
 periodically reviewed and updated as appropriate to take account of regulatory
 changes and guidance.

 -      it has a dedicated compliance team led by an experienced Director
 of Compliance & Safer Gambling, which monitors implementation of and
 compliance with such policies and procedures and provides regular reports to
 the venues' senior management, as well as to the Compliance and Group Risk
 Committees. The Director of Compliance & Safer Gambling also provides
 bi-annual reports to the Audit Committee.

 -      its Compliance Committee meets on a monthly basis, with agenda
 items including data trends, monitoring programme outputs, proposed changes to
 compliance models, tools and processes and trade association updates.

 -      all colleagues undertake annual mandatory compliance training
 (including anti-bribery and corruption and money laundering), with additional
 training being undertaken as required/requested or as may be appropriate to a
 specific role.

 -      it actively promotes a compliant environment and culture in which
 customers can play safely.

 -      it engages with regulators as appropriate and examines the
 learnings from, and measures adopted by, other operators and sectors of the
 gambling industry.

 Principal risk 3: Safe and sustainable gambling

 Yearly change: No change

 Safe gambling underpins our strategy with one of our five strategic pillars
 being that we will build sustainable relationships with our customers by
 providing them with safe environments in which to play. This minimises the
 potential for our customers to suffer harm from their gambling and will assist
 the Group in ensuring that it grows the business in a sustainable way. We are
 committed to delivering the highest possible levels of player safety and
 protection.

 Failure to provide a safe gambling environment for our customers could have
 regulatory implications, affect trust in our brands and impact our ability to
 build a sustainable business.

 Residual risk rating and change in risk impact: Considered medium residual
 risk and stable.

 Our most material ESG issue is to ensure the highest possible levels of player
 safety and protection.
 Risk mitigation strategy

 The Group ensures that:

 -      it actively promotes a safer gambling culture.

 -      it interacts and engages with its customers on a regular basis.

 -      it makes available a range of tools on all brands across all
 channels to support customers in managing their spend and play.

 -      it invests continuously in the development of its people,
 processes and technology, including with the assistance of expert third
 parties, to introduce new and ongoing improvements to enable it to identify
 and effectively interact with at-risk customers.

 -      it continues to invest in data analytics to better identify
 potentially at-risk play by consumers and in the resultant processes which
 deliver the appropriate interactions with those customers and the ongoing
 evaluation of the effectiveness of those interactions.

 -      all colleagues undertake annual mandatory safer gambling training,
 with additional training (including provided externally, for example by
 GamCare) as required/requested or as may be appropriate to a specific role.

 -      it invests significantly in improvements for tackling the problem
 through donations to research, treatment and education initiatives, as well as
 through driving collaboration across the industry with other operators,
 charities and regulatory bodies.

 -      it has a dedicated and experienced first and second line safer
 gambling teams.

 Principal risk 4: People

 Yearly change: No change

 Pivotal to the success of the organisation and a failure to attract or retain
 key individuals may impact the Group's ability to deliver on its strategic
 priorities.

 A prerequisite to achieving all the strategic priorities is ensuring the Group
 has the right people with the right skills, deployed within the right area of
 the business.

 Residual risk rating and change in risk impact: Considered medium residual
 risk and stable.

 The availability of colleagues and competition for talent continues to be a
 focus area, particularly for our UK venues business post both the pandemic and
 the impact of Brexit on the broader hospitality sector.

 Risk mitigation strategy

 The Group ensures that it:

 -      regularly engages with colleagues and reviews its reward
 propositions in order to retain existing talent and attract the best
 candidates to roles.

 -      conducts benchmarking exercises in relation to its compensation
 packages.

 -      provides training and induction programmes to new joiners tailored
 as appropriate for those who are new to the sector.

 -      monitors attrition and recruitment rates.

 -      is focused is on developing diversity across the Group.

 -      continues to develop its succession plans.

 -      offers opportunities for colleagues to develop their skills and
 progress in their careers.

 -      continues to consider the development of its culture, including
 how this is viewed by colleagues in employee opinion surveys and the actions
 that can be taken in light of the output.

 -      regularly engage with trade union bodies and maintain an open
 dialogue on matters impacting our colleagues.

 

 Principal risk 5: Strategic Programmes

 Yearly change: No change

 Key projects and programme could fail to deliver, resulting in missed market
 opportunities for the Group, and/or take longer to deliver, resulting in
 missed synergies and savings.

 Residual risk rating and change in risk impact: Considered medium residual
 risk and stable.

 Failure to deliver key strategic projects and programmes impacts on customer
 loyalty and the strategic growth of the business and therefore remains a
 medium residual risk but is also regarded as stable.

 Risk mitigation strategy

 The Group ensures that programmes:

 -     use a structured and disciplined delivery methodology to ensure that
 they are robustly managed to achieve their outcome.

 -     are subjected to detailed management oversight as well as having
 sponsorship from a senior-level stakeholder.

 -     follow a comprehensive risk management approach and are managed by
 experienced project and programme managers.

 Principal risk 6: Health and safety

 Yearly change: No change

 Failure to meet the requirements of the various domestic and international
 rules and regulations relating to the safety of our employees and customers
 could expose the Group (and individual Directors and employees) to material
 civil, criminal and/or regulatory action with the associated financial and
 reputational consequences.

 Residual risk rating and change in risk impact: Considered medium residual
 risk and stable.

 No significant changes in domestic and international standards/regulations are
 anticipated in the short term.
 Risk mitigation strategy

 The Group ensures that:

 -     it has defined policies and procedures in place, which are
 periodically reviewed and updated as appropriate.

 -     it has a dedicated health and safety team led by an experienced Head
 of Health and Safety, which monitors implementation of and compliance with
 such policies and procedures and provides regular reports to the venues'
 senior management, as well as to the Health & Safety and Group Risk
 Committees. The Head of Health & Safety also provides bi-annual reports to
 the Audit Committee.

 -     it has a capable facilities management services provider that can
 support and advice on all health and safety compliance matters.

 -      all colleagues undertake annual mandatory training, with
 additional training being undertaken as required/requested or as may be
 appropriate to a specific role.

 Principal risk 7: Data protection and management

 Yearly change: No change

 The inability to adequately protect sensitive customer data and other key data
 and information assets that could be leaked, exposed, hacked or transmitted
 would result in customer detriment, formal investigations and/or possible
 litigation leading to prosecution, fines and/or damage to our brands.

 Residual risk rating and change in risk impact: Considered medium residual
 risk and stable.

 The Group continues to develop and enhance its control environment in relation
 to customer data controls and regulatory requirements.

 Risk mitigation strategy

 The Group has in place data protection policies in order to protect the
 privacy rights of individuals in accordance with GDPR and other relevant local
 data protection and privacy legislation (as applicable). These are monitored
 by an experienced Data Protection Officer ('DPO') to ensure that the business
 is aware of, and adheres to, legal requirements and industry best practice.
 The DPO provides regular reports to the Group Risk Committee on relevant data
 and trends, monitoring programme outputs, ongoing projects and any potential
 regulatory matters. The DPO also provides bi-annual reports to the Audit
 Committee.

 All colleagues undertake annual mandatory training, with additional training
 being undertaken as required/requested or as may be appropriate to a specific
 role.

 Technology and IT security controls are in place to restrict access to
 sensitive data and ensure individuals only have access to the data they need
 to do their job. The Group also carries out periodic penetration testing of
 security controls around data.

 

 Principal risk 8: Cyber resilience

 Yearly change: No change

 Cyber-attacks can disrupt and cause considerable financial and reputational
 damage to the Group. If a cyber-attack were to occur, the Group could lose
 assets, reputation and business, and potentially face regulatory fines and/or
 litigation - as well as the costs of remediation.

 Operations are highly dependent on technology and advanced information systems
 (such as the use of cloud computing) and there is a risk that such technology
 or systems could fail, or outages occur.

 Residual risk rating and change in risk impact: Considered medium residual
 risk and increasing.

 Due to the programme of work in place and ongoing monitoring and response to
 new and emerging attack vectors, this is considered an increasing risk for the
 Group.

 Risk mitigation strategy

 The Group:

 -     has a Security Operations Centre (SOC) and Vulnerability Management
 service tools(s) to provide increased visibility of security events and enable
 vulnerabilities to be monitored/quickly addressed.

 -     has in place security policies and procedures and conducts training
 for colleagues to ensure ongoing awareness.

 -     employs a dedicated, specialist Group security team.

 -     carries out periodic attack and penetration testing, with actions
 arising followed-up, tracked and remediated by the security team.

 -     follows a rolling programme of work to continue to enhance
 cybersecurity and resilience within the IT estate.

 

 Principal risk 9: Business continuity and Disaster Recovery

 Yearly change: No change

 Planning and preparation of the organisation, to ensure it could overcome
 serious incidents or disasters and resume normal operations within a
 reasonably short period, is critical to ensure that there is minimal impact to
 its operations, customers and reputation.

 Typical disasters might include: natural disasters such as fires and floods,
 pandemics, accidents impacting key people, insolvency of key suppliers, events
 that result in a loss or lack of availability of data or IT systems, negative
 media campaigns and market upheavals.

 Residual risk rating and change in risk impact

 Considered medium residual risk and stable.

 The geographical nature of the operating environment and key risk exposures
 are known and understood.

 Risk mitigation strategy

 The Group seeks to develop, embed and refine its approach to incident and
 crisis management on an ongoing proactive basis. Group business continuity
 plans are regularly reviewed for key sites and business areas and this work
 includes reviewing the resilience of and disaster recovery for IT systems.

 Principal risk 10: Dependency on third parties and supply chain

 Yearly change: No change

 The Group is dependent on a number of these for the operation of its business.
 The withdrawal or removal from the market of one or more of these third-party
 suppliers, failure of these suppliers to comply with contractual obligations,
 or reputational issues arising in connection with these suppliers could
 adversely affect operations, especially where these suppliers are niche.

 Residual risk rating and change in risk impact

 Considered medium residual risk and stable.

 The third-party operating environment and key risk exposures have remained the
 same but the potential risk to supply chain due to the current macroeconomic
 environment continues to be monitored.

 Risk mitigation strategy

 The Group has a central procurement team that oversees the process for
 acquisition of suppliers across the Group, utilising a supplier risk
 management framework. Our policies and procedures require due diligence to be
 carried out on suppliers.

 We require that supplier contracts include, amongst other things, appropriate
 clauses on compliance with applicable laws and regulations, the prevention of
 modern slavery and anti-bribery. We seek to work with suppliers who are
 actively managing climate risks.

 Business owners are responsible for communication with key suppliers and are
 ultimately accountable for such relationships and ensuring that contractual
 requirements are met.

 Principal risk 11: Taxation

 Yearly change: No change

 Changes in fiscal regimes in domestic and international markets can happen at
 short notice. These changes could benefit or have an adverse impact with
 additional costs potentially incurred in order to comply.

 Residual risk rating and change in risk impact

 Considered low residual risk and stable.

 Tax changes in the immediate future are not anticipated to be material in
 their impact on the Group.

 Risk mitigation strategy

 The Group's tax strategy is approved annually by the Board. Responsibility for
 its execution is delegated to the Chief Financial Officer who reports the
 Group's tax position to the Board on a regular basis.

 The Group ensures that it:

 -     has an appropriately qualified and resourced tax team to manage its
 tax affairs.

 -     continues to monitor tax legislation and announcements in relation
 to prospective change and, where appropriate, participate in consultations
 over proposed legislation, either directly or through industry bodies.

 -     engages with regulators as appropriate.

 -     performs analysis of the financial impact on the Group.

 -     arising from proposed changes to taxation rates.

 -     seeks external advice and support as may be required.

 -     develops organisational contingency plans as appropriate.

 Principal risk 12: Liquidity and funding

 Yearly change: No change

 Availability of, and access to, appropriate sources and levels of funding is
 critical to the continued operation of the business and implementation of the
 Group's strategy.

 The Group is reliant on maintaining affordable committed debt facilities with
 banking partners, all of which have specific obligations and covenants that
 need to be met. A loss of debt facilities and/or clearing facilities could
 result in the Group being unable to meet its obligations as they become due.

 Our ability to repay debt and fund working capital, capital expenditure and
 other expenditure is dependent on our operating performance, ability to
 generate cash and to refinance existing debt when necessary.

 Residual risk rating and change in risk impact

 Considered high residual risk and increasing.

 The available pool of capital willing to lend into the gambling sector has
 reduced over time. In addition, business performance post pandemic has
 weakened the credit profile of the Group.

 Changes in interest rates have impacted the overall cost of debt.

 Risk mitigation strategy

 The Group ensures that it:

 -      reviews and refines its strategic financial plan regularly,
 including sensitivity analysis to assess the impact of the changing economic
 environment. Cash flows are stress tested to ensure we retain sufficient
 liquidity and can operate within covenant limits.

 -      continues to review the capital structure to ensure appropriate
 financing is in place to support investment in the business.

 -      has sufficient cash and available facilities in place to navigate
 through any short term deterioration in performance.

 -      has strong discipline over capital allocation decisions and
 scrutiny of discretionary expenditure.

 -      focuses on working capital management to improve cash flow and
 reduce reliance on bank facilities.

 -      Maintains ongoing frequent and open dialogue with banking
 partners.

 -      Has an appropriately resourced Treasury team that are involved in
 advance of any major business decisions that could impact banking partner's
 willingness to provide debt or clearing facilities.

 -      ensure no trading entity is solely reliant on one bank for
 clearing services.

 

 

Directors' Responsibility Statement

 

Each of the directors named below confirm that to the best of his or her
knowledge:

 ·         The financial statements, prepared under UK-adopted International Financial
           Reporting Standard (IFRS), give a true and fair view of the assets,
           liabilities, financial position and profit of the Company and the undertakings
           included in the consolidation taken as a whole; and
 ·         The management report includes a fair review of the development and
           performance of the business and the position of the Company and the
           undertakings included in the consolidation taken as a whole, together with a
           description of the risk and uncertainties that they face.

 

The directors of The Rank Group Plc are:

Chew Seong Aun

Lucinda Charles-Jones

Richard Harris

Katie McAlister

John O'Reilly

Alex Thursby

Karen Whitworth

 

Signed on behalf of the board on 16 August 2023

 

 

 

 John O'Reilly    Richard Harris
 Chief Executive  Chief Financial Officer

 

 

 

 

Group Income Statement

For the year ended 30 June 2023

 

                                                        Year ended 30 June 2023                     Year ended 30 June 2022 (restated)
                                                                    Separately disclosed                        Separately disclosed
                                                                    items                                       items
                                                        Underlying  (note 3)              Total     Underlying  (note 3)                  Total
                                                        £m          £m                    £m        £m          £m                        £m
 Continuing operations

 Revenue                                                681.9       -                     681.9     644.0       -                         644.0
 Cost of sales                                          (409.0)     (112.3)               (521.3)   (386.5)     (25.8)                    (412.3)
 Gross profit (loss)                                    272.9       (112.3)               160.6     257.5       (25.8)                    231.7
 Other operating income                                 -           3.7                   3.7       3.6         88.3                      91.9
 Other operating costs                                  (253.8)     (20.3)                (274.1)   (222.6)     (20.2)                    (242.8)
 Group operating (loss) profit                          19.1        (128.9)               (109.8)   38.5        42.3                      80.8
 Financing:
 - finance costs                                        (12.6)      -                     (12.6)    (13.1)      -                         (13.1)
 - finance income                                       0.8         -                     0.8       0.1         -                         0.1
 - other financial (losses) gains                       (0.5)       (0.6)                 (1.1)     (0.4)       5.6                       5.2
 Total net financing (charge) income                    (12.3)      (0.6)                 (12.9)    (13.4)      5.6                       (7.8)
 (Loss) profit before taxation                          6.8         (129.5)               (122.7)   25.1        47.9                      73.0
 Taxation                                               (0.6)       27.7                  27.1      (6.4)       (10.5)                    (16.9)
 (Loss) profit for the year from continuing operations  6.2         (101.8)               (95.6)    18.7        37.4                      56.1

 Discontinued operations - profit                       -           0.3                   0.3       -           8.8                       8.8

 (Loss) profit for the year                             6.2         (101.5)               (95.3)    18.7        46.2                      64.9

 Attributable to:
 Equity holders of the parent                           5.8         (101.5)               (95.7)    18.7        46.2                      64.9
                                                        0.4         -                     0.4       -           -                         -

 Non-controlling interest
                                                        6.2         (101.5)               (95.3)    18.7        46.2                      64.9

 (Loss) earnings per share attributable to equity shareholders
 - basic                                                1.2p        (21.6)p               (20.4)p   4.0p                     9.9p         13.9p
 - diluted                                              1.2p        (21.6)p               (20.4)p   4.0p                     9.9p         13.9p

 (Loss) earnings per share - continuing operations
 - basic                                                1.2p        (21.7)p               (20.5)p   4.0p                     8.0p         12.0p
 - diluted                                              1.2p        (21.7)p               (20.5)p   4.0p                     8.0p         12.0p

 Earnings per share - discontinued operations
 - basic                                                -           0.1p                  0.1p      -                        1.9p         1.9p
 - diluted                                              -           0.1p                  0.1p      -                        1.9p         1.9p

 

 

 

Group Statement of Comprehensive (Loss) Income

For the year ended 30 June 2023

 

                                                                     Year ended  Year ended
                                                                     30 June     30 June
                                                                     2023        2022
                                                                                 (restated)
                                                                     £m          £m
 Comprehensive (loss) income:
 (Loss) profit for the year                                          (95.3)      64.9

 Other comprehensive income:
 Items that may be reclassified subsequently to profit or loss:
 Exchange adjustments net of tax                                     (0.6)       -
 Items that may not be reclassified subsequently to profit or loss:
 Actuarial gain on retirement benefits net of tax                    -           0.1
 Total comprehensive (loss)/income for the year                      (95.9)      65.0

 Attributable to:
 Equity holders of the parent                                        (96.3)      65.0
 Non-controlling interest                                            0.4         -
                                                                     (95.9)      65.0

 

 

 

Group Balance Sheet

At 30 June 2023

 

                                                                     As at    As at
                                                                     30 June  30 June
                                                                     2023     2022
                                                                              (restated)
                                                                     £m       £m
 Assets
 Non-current assets
 Intangible assets                                                   456.8    493.6
 Property, plant and equipment                                       97.5     113.1
 Right-of-use assets                                                 64.1     101.6
 Deferred tax assets                                                 7.6      1.4
 Other receivables                                                   6.2      6.7
                                                                     632.2    716.4
 Current assets
 Inventories                                                         2.2      2.3
 Other receivables                                                   29.1     34.2
 Government grants                                                   -        -
 Income tax receivable                                               14.9     8.1
 Cash and short-term deposits                                        60.0     95.7
                                                                     106.2    140.3

 Total assets                                                        738.4    856.7

 Liabilities
 Current liabilities
 Trade and other payables                                            (126.1)  (131.1)
 Lease liabilities                                                   (42.2)   (40.4)
 Income tax payable                                                  (5.7)    (4.2)
 Financial liabilities - loans and borrowings                        (63.7)   (33.9)
 Provisions                                                          (7.3)    (6.9)
                                                                     (245.0)  (216.5)

 Net current liabilities                                             (138.8)  (76.2)

 Non-current liabilities
 Lease liabilities                                                   (126.8)  (141.3)
 Financial liabilities - loans and borrowings                        -        (44.1)
 Deferred tax liabilities                                            (1.5)    (20.5)
 Provisions                                                          (31.7)   (5.6)
 Retirement benefit obligations                                      (3.4)    (3.6)
                                                                     (163.4)  (215.1)

 Total liabilities                                                   (408.4)  (431.6)

 Net assets                                                          330.0    425.1

 Capital and reserves attributable to the Group equity shareholders
 Share capital                                                       65.0     65.0
 Share premium                                                       155.7    155.7
 Capital redemption reserve                                          33.4     33.4
 Exchange translation reserve                                        14.0     14.6
 Retained earnings                                                   61.6     156.5
 Total equity before non-controlling interest                        329.7    425.2
 Non-controlling interest                                            0.3      (0.1)
 Total shareholders' equity                                          330.0    425.1

 

 

 

Group Statement of Changes in Equity

For the year ended 30 June 2023

 

                                                            Share capital  Share premium  Capital redemption reserve  Exchange translation reserve  Retained   Reserves attributable to the Group's equity shareholders  Non- controlling interest  Total equity

                                                                                                                                                    earnings
                                                            £m             £m             £m                          £m                            £m         £m                                                        £m                         £m
 At 1 July 2021 (as previously reported)                    65.0           155.7          33.4                        14.6                          92.6       361.3                                                     (0.1)                      361.2
 Impact of prior period error                               -              -              -                           -                             (0.9)      (0.9)                                                     -                          (0.9)

 (note 2)
 At 1 July 2021 (restated)                                  65.0           155.7          33.4                        14.6                          91.7       360.4                                                     (0.1)                      360.3
 Comprehensive income:
 Profit for the year                                        -              -              -                           -                             64.9       64.9                                                      -                          64.9
 Other comprehensive income:
 Exchange adjustments net of tax                            -              -              -                           -                             -          -                                                         -                          -
 Actuarial gain on retirement benefits net of tax           -              -              -                           -                             0.1        0.1                                                       -                          0.1
 Total comprehensive income for the year                    -              -              -                           -                             65.0       65.0                                                      -                          65.0
 Transactions with owners:
 Debit in respect of employee share schemes including tax   -              -              -                           -                             (0.2)      (0.2)                                                     -                          (0.2)
 At 30 June 2022 (restated)                                 65.0           155.7          33.4                        14.6                          156.5      425.2                                                     (0.1)                      425.1

 Comprehensive income:
 Loss for the year                                          -              -              -                           -                             (95.7)     (95.7)                                                    0.4                        (95.3)
 Other comprehensive (loss) income:
 Exchange adjustments net of tax                            -              -              -                           (0.6)                         -          (0.6)                                                     -                          (0.6)
 Actuarial gain on retirement benefits net of tax           -              -              -                           -                             -          -                                                         -                          -
 Total comprehensive (loss) income for the year             -              -              -                           (0.6)                         (95.7)     (96.3)                                                    0.4                        (95.9)
 Transactions with owners:
 Credit in respect of employee share schemes including tax  -              -              -                           -                             0.8        0.8                                                       -                          0.8
 At 30 June 2023                                            65.0           155.7          33.4                        14.0                          61.6       329.7                                                     0.3                        330.0

 

 

 

 

Group Statement of Cash Flow

For the year ended 30 June 2023

 

                                                                        Year ended  Year ended
                                                                        30 June     30 June
                                                                        2023        2022
                                                                                    (restated)
                                                                        £m          £m
 Cash flows from operating activities
 Cash generated from operations (see note 13)                           75.3        170.0
 Interest received                                                      0.3         5.8
 Interest paid                                                          (4.9)       (12.1)
 Tax paid                                                               (3.2)       (9.9)
 Net cash generated from operating activities                           67.5        153.8

 Cash flows from investing activities
 Purchase of intangible assets                                          (13.1)      (14.5)
 Purchase of property, plant and equipment                              (31.0)      (26.1)
 Proceeds from sale of business                                         -           8.8
 Payment of contingent consideration of business combination            (0.4)       (0.6)
 Net cash used in investing activities                                  (44.5)      (32.4)

 Cash flows from financing activities
 Repayment of term loans                                                (34.5)      (29.6)
 Drawdown of revolving credit facilities                                22.0        -
 Repayment of revolving credit facilities                               (4.0)       (11.0)
 Lease principal payments                                               (43.6)      (53.7)
 Net cash used in financing activities                                  (60.1)      (94.3)

 Net (decrease) increase in cash and short term deposits                (37.1)      27.1
 Effect of exchange rate changes                                        (0.1)       (0.1)
 Cash and short-term deposits at start of year                          95.7        68.7
 Cash and short-term deposits at end of year                            58.5        95.7
 (1) is net of bank overdraft of £1.5m contained in current financial
 liabilities - loans and borrowings

 

 

 

1.   General information, basis of preparation and accounting policies

 

General information

The consolidated financial statements of The Rank Group Plc ("the Company")
and its subsidiaries (together "the Group") for the year ended 30 June 2023
were authorised for issue in accordance with a resolution of the Directors on
16 August 2023.

The Company is a public limited company which is listed on the London Stock
Exchange and is incorporated and domiciled in England and Wales under
registration number 03140769. The address of its registered office is TOR,
Saint-Cloud Way, Maidenhead, SL6 8BN.

The Group operates gaming services in Great Britain (including the Channel
Islands), Spain and India.

Summary of significant accounting policies

The principal accounting policies applied in the preparation of these
consolidated financial statements are set out below.  These policies have
been consistently applied to all periods presented, except where noted below.

Basis of preparation

 

The consolidated financial statements have been prepared under the historical
cost convention.

Statement of compliance

The consolidated financial statements have been prepared in accordance with
UK-adopted International Accounting Standards.  UK-adopted International
Accounting Standards includes standards issued by the International Accounting
Standards Board ('IASB') that are endorsed for use in the UK.

Going concern

In adopting the going concern basis for preparing the financial information,
the Directors have considered the circumstances impacting the Group during the
year, including the budget for 2023/2024 ('the base case'), the long-range
forecast approved by the Board, and recent trading performance.  The
Directors have reviewed the Group's projected compliance with its banking
covenants and access to funding options for the 12 months ending 31 August
2024 for the going concern period, and for the six months beyond the end of
the going concern period for cliff edge events affecting the going concern
period such as the availability of revolving credit facilities or repayments
of any term loans.

The Directors recognise that there is continued uncertainty at this time
caused by the slower than anticipated return of customers to UK land-based
leisure entertainment venues, the impact of macroeconomic factors on consumer
sentiment and disposable incomes, continued inflationary pressures and higher
interest rates and their overall impact on consumer demand and discretionary
spending. The Directors note that this has had an impact on the accuracy of
budgeting and forecasting for the current financial year, and this has been
considered by management when preparing their sensitivity review for the going
concern period.

The Directors have reviewed and challenged management's assumptions on the
Group's base case for the going concern period. Key considerations are the
assumptions on the levels of customer visits and their average spend in the
venues-based businesses, and the number of first time and returning depositors
in the digital businesses, and the average level of spend per visit for each.

The base case view contains certain discretionary costs within management
control that could be reduced in the event of a revenue downturn.  These
include reductions to overheads, reductions to marketing costs, reductions to
the venues' operating costs and reductions to capital expenditure.

The committed financing position in the base case within the going concern
assessment period is that the Group continues to have access to the following
committed facilities:

 •    Revolving credit facilities totalling £100m are available to the Group
      through to November 2024;
 •    In November 2024, the facilities available to the Group reduces to £75m,
      maturing in February 2025.  Based on ongoing conversations with lenders and
      the improving trading performance of the Group, management has a reasonable
      expectation that there will be a successful refinancing of the facilities
      beyond February 2025.

 

At the date of approval of the financial statements, £50m of the £100m RCF
had been drawn down in order to repay the term loan.

In undertaking their assessment, the Directors also reviewed compliance with
the banking covenants ("Covenants") which are tested bi-annually at June and
December.  The Group expects to meet the Covenants throughout the going
concern period and as at December 2023 and June 2024 and have the cash
available to meet its liabilities as they fall due.

Sensitivity Analysis

The base case view reflects the Directors' best estimate of the outcome for
the going concern period.  A number of plausible but severe downside risks,
including consideration of possible mitigating actions, have been modelled
with particular focus on the potential impact to cash flows, cash headroom and
covenant compliance throughout the going concern period.

The three downside scenarios modelled are:

   (i) revenues in the Grosvenor business fall by 23% and the Group experiences
   additional inflationary costs compared to the base case view, with management
   taking only mitigating actions that have no effect on the Group's trading
   performance;
   (ii) revenues in Grosvenor fall by 20% and Rank Interactive by 7% versus the
   base case view, with management taking a number of mitigating actions
   including reduction in capital expenditure, reduction in marketing and other
   overheads and the removal of the Group planning contingency;

   (iii) a reverse stress test, revenues in Grosvenor fall by 36% in the initial
   year, with management taking actions as for scenario (ii) but with further
   mitigating actions on employment costs and extending creditor days.

Having modelled the downside scenarios, the indication is that the Group would
continue to meet its covenant requirements in all scenarios and have available
cash to meet liabilities in all three scenarios.

Accordingly, the Directors have a reasonable expectation that the Group has
adequate resources to continue in operational existence for a period at least
through 31 August 2024.

For these reasons, the Directors continue to adopt the going concern basis for
the preparation of these consolidated and Company financial statements, and in
preparing the consolidated and Company financial statements, they do not
include any adjustments that would be required to be made if they were
prepared on a basis other than going concern.

Going concern statement

Based on the Group's cash flow forecasts and business plan, the Directors
believe that the Group will generate sufficient cash to meet its liabilities
as they fall due for the period up to 31 August 2024. In making such
statement, the Directors highlight forecasting accuracy in relation to the
level of trading performance achieved as the key sensitivity in the approved
base case.

The Directors have considered three downside scenarios which reflects a
reduced trading performance, inflationary impacts on the cost base and various
management-controlled cost mitigations.

In each of the three downside scenarios, the Group will generate sufficient
cash to meet its liabilities as they fall due and meet its covenant
requirements for the period to 31 August 2024 with scenarios ii) and iii)
requiring the implementation and execution of mitigating cost actions within
the control of management.

Accounting policies

 

(a) Standards, amendments to and interpretations of existing standards adopted
by the Group

 

In preparing the consolidated financial statements for the current period, the
Group has adopted the following new IFRSs amendments to IFRSs and IFRS
Interpretations Committee (IFRIC) interpretations.  All standards do not have
a significant impact on the results or net assets of the Group.  Changes are
detailed below:

 •    Property, plant equipment: proceeds before intended use (amendment to IAS 16)
 •    Onerous contracts: cost of fulfilling a contract (amendment to IAS 37)
 •    Interest rate benchmark reform - Phase 2 (amendment to IAS 39)
 •    Annual improvements to IFRS Standards 2018 - 2020 (amendment to IFRS 1, IFRS
      9, IFRS 16 and IAS 41)
 •    Reference to the conceptual framework (amendment to IFRS 3)

 (b) Standards, amendments to and interpretations of existing standards that
are not yet effective

At the date of authorisation of the consolidated financial statements, the
following Standards, amendments and Interpretations, which have not been
applied in these consolidated financial statements, were in issue but not yet
effective:

 •    Disclosure of accounting policies (amendments to IAS 1 and IFRS Practice
      Statement 2)
 •    Onerous contracts: cost of fulfilling a contract (amendments to IAS 8)
 •    Deferred tax related to assets and liabilities arising from a single
      transaction (amendment to IAS 12)
 •    Liability in a sale and leaseback (amendment to IFRS 16)
 •    Classification of liabilities as current and non-current (amendment to IAS 1)
 •    Insurance contracts (amendment to IFRS 17)
 •    Non-current liabilities with Covenants (amendment to IAS 1)

The Group does not currently believe that the adoption of these new standards
or amendments would have a material effect on the results or financial
position of the Group.

Separately disclosed items (SDI)

The Group separately discloses certain costs and income that impair the
visibility of the underlying performance and trends between periods.  The
SDIs are material and infrequent in nature and/or do not relate to underlying
business performance.  Judgement is required in determining whether an item
should be classified as an SDI or included within the underlying results.

SDIs include but are not limited to:

 •    Amortisation of acquired intangible assets;
 •    Profit or loss on disposal of businesses;
 •    Costs or income associated to the closure of venues;
 •    Acquisition and disposal costs including changes to deferred or contingent
      consideration;
 •    Impairment charges;
 •    Reversal of previously recognised impairment charges;
 •    Property related provisions;
 •    Restructuring costs as part of an announced programme;
 •    Retranslation and remeasurement of foreign currency contingent consideration;
 •    General dilapidations provision interest unwinding;
 •    General dilapidations asset deprecaition;
 •    Discontinued operations;
 •    Significant, material proceeds from tax appeals;
 •    The tax impact of all the above.

Estimates and judgements

In preparing the condensed consolidated financial information, management has
made judgements, estimates and assumptions that affect the application of
accounting policies and the reported amounts of assets, liabilities, income
and expense, including inflationary cost pressures impacting the cost of
living and customer sentiment and behaviour.  Actual results may differ from
these estimates.

Dilapidations provision

Provisions for dilapidations are recognised where the Group has the obligation
to make-good its leased properties.  These provisions are measured based on
historically settled dilapidations which form the basis of the estimated
future cash outflows.  Any difference between amounts expected to be settled
and the actual cash outflow will be accounted for in the period when such
determination is made.

The Group's provisions are estimates of the actual costs and timing of future
cash flows, which are dependent on future events, property exits and market
conditions.  Thus, there is inherently an element of estimation uncertainty
within the provisions recognised by the Group.  Any difference between
expectations and the actual future liability will be accounted for in the
period when such determination is made.

The provisions are most sensitive to estimates of the future cash outflows
which are based on historically settled dilapidations.  This means that an
increase in cash outflows of 1% would have resulted to a £0.3m increase in
the dilapidations provision.  Likewise, a decrease in cash outflows of 1%
would have resulted to a £0.3m decrease in the dilapidations provision.

Prior period restatement

These consolidated financial statements include a prior year restatement in
relation to prior year costs identified in the Digital business which
erroneously had not been recognised in the prior year consolidated income
statements.

During the year, the Group identified an accumulated total of £2.2m prior
year payment processing costs within the Digital business which erroneously
had not been recognised in the prior year financial statements.  Of the total
value, £1.3m relates to FY2021/22, with the remaining £0.9m relating to pre
FY2021/22.

The adjustments made to the year comparatives increase other operating costs
by £1.3m, reduce cash and short term deposits by £1.3m, reduce prior year
opening reserves by £0.9m and closing reserves is adjusted by £1.3m.

The impact of the adjustment on the June 2022 balance sheet is a reduction to
cash and short-term deposits of £2.2m, a reduction to closing reserves of
£2.2m and a reduction to opening reserves of £0.9m.

The prior period comparatives have been restated for the above items in
accordance with IAS8: 'Accounting Policies, Changes in Accounting Policies and
Errors' and have impacted the primary financial statements as follows:

Income Statement

for the year ended 30 June 2022

                                                   As previously  Adjustment  As

                                                   reported                   restated
                                                   £m             £m          £m

 Revenue                                           644.0          -           644.0
 Cost of sales                                     (412.3)        -           (412.3)
 Gross profit                                      231.7          -           231.7
 Other operating income                            91.9                       91.9
 Other operating costs                             (241.5)        (1.3)       (242.8)
 Operating profit                                  82.1           (1.3)       80.8
 Financing:
 -       finance costs                             (13.1)         -           (13.1)
 -       finance income                            0.1            -           0.1
 -       other financial gains                     5.2            -           5.2
 Total net financing charge                        (7.8)          -           (7.8)
 Profit before taxation                            74.3           (1.3)       73.0
 Taxation                                          (16.9)         -           (16.9)
 Profit for the period from continuing operations  57.4           (1.3)       56.1
 Profit after tax from discontinued operations     8.8            -           8.8
 Profit for the period                             66.2           (1.3)       64.9

 

                                  As previously                    Adjustment  As

                                  reported                                     restated
                                  £m                               £m          £m

 Total earnings per share attributable to equity shareholders
 -       basic                    14.2p                            (0.3)p      13.9p
 -       diluted                  14.2p                            (0.3)p      13.9p
 Total earnings per share attributable to equity shareholders - continuing
 operations
 -       basic                    12.3p                            (0.3)p      12.0p
 -       diluted                  12.3p                            (0.3)p      12.0p
 Underlying earnings per share attributable to equity shareholders -
 discontinued operations
 -       basic                    1.9p                             -           1.9p
 -       diluted                  1.9p                             -           1.9p

 

Balance Sheet

At 30 June 2022

                                                As previously  Adjustment  As

                                                reported       £m          restated

                                                £m                         £m
 Assets
 Cash and short-term deposits                   97.9           (2.2)       95.7
 Total assets                                   858.9          (2.2)       856.7

 Total liabilities                              (431.6)        -           (431.6)

 Net assets                                     427.3          (2.2)       425.1

 Equity
 Retained earnings                              158.7          (2.2)       156.5
 Total equity before non-controlling interests  427.4          (2.2)       425.2
 Non-controlling interests                      (0.1)          -           (0.1)
 Total shareholders' equity                     427.3          (2.2)       425.1

 

Cash flow statement

for the year ended 30 June 2022

                                                         As previously  Adjustment  As

                                                         reported       £m          restated

                                                         £m                         £m
 Cash flows from operating activities
 Cash generated from operations                          171.3          (1.3)       170.0
 Net cash generated from operating activities            155.1          (1.3)       153.8
 Net cash used in investing activities                   (32.4)         -           (32.4)
 Net cash used from financing activities                 (94.3)         -           (94.3)
 Net increase in cash and short-term deposits            28.4           (1.3)       27.1
 Cash and short-term deposit at the start of the period  69.6           (0.9)       68.7
 Cash and short-term deposits at end of period           97.9           (2.2)       95.7

 

 

2.   Segment information

 

Segment reporting

 

Operating segments are reported in a manner consistent with the internal
reporting provided to the Board of Directors, as the chief operating
decision-makers (CODM), to enable them to make strategic and operational
decisions.

 

The Group reports five segments: Digital, Grosvenor Venues, Mecca Venues,
Enracha Venues and Central Costs.

 

 

                                               Year ended 30 June 2023
                                               Digital  Grosvenor  Mecca    Enracha  Central  Total

                                                        Venues     Venues   Venues   Costs
                                               £m       £m         £m       £m       £m       £m
 Continuing operations
 Revenue                                       202.9    306.3      136.3    36.4     -        681.9

 Other operating income                        -        -          -        -        -        -

 Underlying operating profit (loss)            13.8     16.3       (7.0)    9.1      (13.1)   19.1
 Separately disclosed items                    (9.1)    (51.7)     (67.1)   (4.2)    3.2      (128.9)
 Segment result                                4.7      (35.4)     (74.1)   4.9      (9.9)    (109.8)

 Finance costs                                                                                (12.6)
 Finance income                                                                               0.8
 Other financial losses                                                                       (1.1)
 Loss before taxation                                                                         (122.7)
 Taxation                                                                                     27.1
 Loss for the year from continuing operations                                                 (95.6)

 

 

                                                 Year ended 30 June 2022 (restated and re-presented)
                                                 Digital    Grosvenor  Mecca      Enracha    Central    Total

                                                            Venues     Venues     Venues     Costs
                                                 £m         £m         £m         £m         £m         £m
 Continuing operations
 Revenue                                         183.3      296.6      134.0      30.1       -          644.0

 Other operating income                          -          2.6        1.0        -          -          3.6

 Underlying operating profit*                    13.3       36.2       (7.7)      7.4        (10.7)     38.5
 Separately disclosed items                      (14.5)     15.5       34.4       7.6        (0.7)      42.3
 Segment result                                  (1.2)      51.7       26.7       15.0       (11.4)     80.8

 Finance costs                                                                                          (13.1)
 Finance income                                                                                         0.1
 Other financial gains                                                                                  5.2
 Profit before taxation                                                                                 73.0
 Taxation                                                                                               (16.9)
 Profit for the year from continuing operations                                                         56.1

 

*During the year, the Group undertook a review of the Group's central costs
and has concluded that a proportion of them, which are directly attributable
to the relevant business units, should be allocated to those business units,
better reflecting the underlying profitability of each segment. This resulted
in changes in the underlying profit (loss) of each business segment in the
prior year which has been re-presented in the table above.

 

Under IFRS8 - Operating Segments, segments are reported in a manner consistent
with internal reporting provided to CODM.

 

To increase transparency, the Group has decided to include additional
disclosure analysing total costs by type and segment.  A reconciliation of
total costs, before separately disclosed items, by type and segment is as
follows:

 

                                                Year ended 30 June 2023
                                                Digital  Grosvenor  Mecca    Enracha  Central  Total

                                                         Venues     Venues   Venues   Costs
                                                £m       £m         £m       £m       £m       £m
 Employment and related costs                   28.1     122.0      46.1     17.7     7.7      221.6
 Taxes and duties                               47.7     64.2       27.1     2.0      1.2      142.2
 Direct costs                                   57.1     28.2       20.6     3.0      -        108.9
 Depreciation and amortisation                  14.3     28.8       10.9     1.5      2.5      58.0
 Marketing                                      33.3     6.2        5.7      2.4      0.2      47.8
 Property costs                                 0.8      11.6       6.5      0.6      0.5      20.0
 Other                                          7.8      29.0       26.4     0.1      1.0      64.3
 Total costs before separately disclosed items  189.1    290.0      143.3    27.3     13.1     662.8
 Cost of sales                                                                                 409.0
 Operating costs                                                                               253.8
 Total costs before separately disclosed items                                                 662.8

 

 

                                                Year ended 30 June 2022 (restated and re-presented)
                                                Digital    Grosvenor  Mecca      Enracha    Central    Total

                                                           Venues     Venues     Venues     Costs
                                                £m         £m         £m         £m         £m         £m
 Employment and related costs                   27.8       109.0      47.3       14.7       6.9        205.7
 Taxes and duties                               40.7       61.0       25.6       1.6        0.2        129.1
 Direct costs                                   49.4       23.6       19.9       2.4        -          95.3
 Depreciation and amortisation                  13.4       33.3       16.0       1.3        3.4        67.4
 Marketing                                      33.2       5.9        5.8        1.7        0.1        46.7
 Property costs                                 0.5        9.5        4.5        0.6        0.9        16.0
 Other                                          5.0        20.7       23.6       0.4        (0.8)      48.9
 Total costs before separately disclosed items  170.0      263.0      142.7      22.7       10.7       609.1
 Cost of sales                                                                                         386.5
 Operating costs                                                                                       222.6
 Total costs before separately disclosed items                                                         609.1

 

 

3.   Separately disclosed items

 

                                                                         Year ended  Year ended
                                                                         30 June     30 June
                                                                         2023        2022
                                                                         £m          £m
 Continuing operations

 Impairment charges                                                      (118.9)     (47.8)
 Impairment reversals                                                    6.6         22.0
 Closure of venues                                                       (7.7)       (4.7)
 Amortisation of acquired intangible assets                              (8.6)       (11.7)
 Integration costs                                                       (0.1)       (2.8)
 Business transformation costs                                           (2.0)       (0.9)
 VAT claim - net of costs                                                -           77.1
 Property-related provision                                              (1.9)       10.4
 Disposal provision release                                              3.7
 Gain on remeasurement of previously existing interest in joint venture  -           0.8
 Acquisition and disposal related costs                                  -           (0.1)
 Separately disclosed items ((1))                                        (128.9)     42.3

 Interest                                                                (0.6)       5.6
 Taxation (see note 5)                                                   27.7        (10.5)
 Separately disclosed items relating to continuing operations((1))       (101.8)     37.4

 Separately disclosed items relating to discontinued operations((1))
 Profit on disposal of business                                          0.3         8.8

 Total separately disclosed items                                        (101.5)     46.2

((1)) It is Group policy to reverse separately disclosed items in the same
line as they were originally recognised.

 

Impairment charges and reversal

During the year, the Group recognised impairment charges of £118.9m (2022:
£47.8m) relating to Grosvenor and Enracha venues and Mecca clubs. Following
the last assessment made on 31 December 2022 where impairment charges of
£95.4m were recognised, the Group recognised a further £23.5m impairment
charge for the period for a number of reasons, including lower than
anticipated performances, further reduction in forecast earnings and a
decision to close a number of clubs and venues (see note 8 for further
details).

 

The Group also recognised a reversal of previously impaired assets of £6.6m
(2022: £22.0m Grosvenor and Enracha venues) relating to Grosvenor venues.
The reversals were driven by better than anticipated performance and improved
outlook in the identified Grosvenor venues.

 

These items are material, non-recurring and as such, have been excluded from
underlying results.

 

Closure of venues

During the year, the Group made the decision to close a number of Grosvenor
(£3.0m), Mecca venues (£3.1m) and an Enracha venue (£0.1m) at a total cost
of £6.2m (2022: £4.7m relating to a number of Mecca venues).  These relate
to onerous contract costs, dilapidations and strip out costs on leased sites
and other directly related costs that have been identified for closure.  Upon
initial recognition of closure provisions, management uses its best estimates
of the relevant costs to be incurred, as well as the expected closure dates.

 

The items also includes specific dilapidation costs for recently closed clubs.
This includes a specific dilapidation cost for recently closed clubs estimated
at £1.5m.

 

These are material, one -off costs and as such have been excluded from
underlying results.

 

Amortisation of acquired intangible assets

Acquired intangible assets are amortised over the life of the assets with the
charge being included in the Group's reported amortisation expense. Given
these charges are material and non-cash in nature, the Group's underlying
results have been adjusted to exclude the amortisation expense of £8.6m
(2022: £11.7m) relating to the acquired intangible assets of Stride, YoBingo
and Rialto.

 

Integration costs

During the year, £0.1m of costs (2022: £2.8m) have been excluded from the
underlying operating results of the Group. These costs have been incurred to
ready the RIDE proprietary platform, acquired in the Stride acquisition, to
migrate the legacy Rank brands. Meccabingo.com successfully migrated in
January 2022 and grosvenorcasinos.com in September 2022.

 

Costs directly associated with the integration of business acquisitions are
charged to the Group income statement. Such items are material, infrequent in
nature and are not considered to be part of the underlying business
performance.

 

Business transformation costs

This was a multi-year change programme for the Group focused around revenue
growth, cost savings, efficiencies and ensuring the key enablers are in place.
The transformation programme was started in January 2019 and expected to
complete by 31 December 2021 but due to COVID-19 this period was extended. The
multi-year change programme was a material, infrequent programme and was not
considered to be part of the underlying business performance.

 

During the year £2.0m of costs were incurred and excluded from the underlying
results of the Group; going forward the costs associated with this programme
would form part of the underlying results of the Group.

 

VAT claim

On 30 June 2021, the Group was informed that the First-tier Tribunal ('FTT')
had allowed the appeal of the Group on its claim to be refunded VAT paid on
the takings from gaming machines during the period April 2006 to January 2013.
Whilst this was a positive decision for the Group, HMRC had a number of
avenues of appeal before this matter reached a definitive conclusion,
beginning with an initial 56-day period from the date of decision in which to
lodge an appeal and agree the exact guarantee of the claim with the Group. Due
to this, the transaction was disclosed as contingent assets in the Group's
Annual Report for the year ending 30 June 2021.

 

On 2 December 2021, the refund was received in relation to this claim
comprising £77.5m principal and interest of £5.6m, with costs directly
incurred amounting to £0.4m. This confirms the closure of the claim and the
Group assessed no further appeal opportunities to any parties.

 

This is a material, one-off amount and as such has been excluded from
underlying results.

 

Property related provisions

The Group recognised a dilapidation liability (and corresponding dilapidation
asset) of £28.7m during the period ending 31 December 2022.  As a result,
the Group have recognised dilapidation asset depreciation of £1.9m (2022:
£nil) and interest on dilapidation liability of £0.6m (2022: £nil) both
recognised as separately disclosed items.

 

Property related provisions do not relate to the operations of the Group,
rather a direct result of potential club or property closure and are
therefore, excluded from underlying results.

 

In prior years and as a result of the COVID-19 lockdown, the Group determined
it was probable that they will be required to make payments under a property
arrangement for which the liability will revert to the Group if the tenant
defaults. A provision of £10.4m was recognised, being the present value of
the amount expected to be paid over the remaining term of the lease.

 

During the prior year, the Group re-considered this provision in light of the
current circumstances and situation for both the Group, the guarantors and the
property tenants. It was determined that payment is no longer probable and
therefore, the provision was released in full.

 

This is a material, one-off provision and as such has been excluded from
underlying results consistent with the original recognition of the provision.

 

Disposal provision release

In prior years, provision has been made for legacy industrial disease and
personal injury claims, and other directly attributable costs arising as a
consequence of the sale or closure of previously owned businesses.

 

During the year, the Group have re-considered this provision by reviewing the
historic and recent claims including the final settlement made.  The Group
also assessed the likelihood of payment for existing and potential future
claims and concluded, on most cases, that the payment could not be determined
as probable.  It was therefore determined necessary to release the provision
of £3.7m for the year.

 

Gain on remeasurement of previously existing interest in joint venture

During the prior year, a gain of £0.8m was recognised on the remeasurement of
the previously existing interest in a joint venture following the completion
of the purchase of Rank Interactive Limited (previously Aspers Online
Limited), see note 16.

 

The gain is infrequent in nature and does not represent underlying performance
and has been excluded from underlying results.

 

Acquisition and disposal related costs

Acquisition and disposal related costs include non-recurring costs to
professional firms that have resulted from acquisition or potential disposal
of a subsidiary. This has been presented as a separately disclosed item due to
its one-off nature.

 

Profit on disposal of business

Charges or credits associated with the disposal of part or all of a business
may arise. Such disposals may result in one time impacts that in order to
allow comparability means the Group removes the profit or loss from the
underlying operating results.

 

The Group also made the decision to release £0.3m of the warranty provision
associated with the Belgium casino sale due to the passage of time.

 

Taxation

The tax impact of all of the above items are also considered not to be part of
the underlying operations of the Group.

 

 

4.   Financing

                                                               Year ended  Year ended
                                                               30 June     30 June
                                                               2023        2022
                                                               £m          £m
 Continuing operations
 Finance costs:
 Interest on debt and borrowings                               (4.8)       (4.5)
 Amortisation of issue costs on borrowings                     (1.3)       (1.9)
 Interest payable on leases                                    (6.5)       (6.7)
 Total finance costs                                           (12.6)      (13.1)

 Finance income:
 Interest income on net investments in leases                  0.1         0.1
 Interest on short-term bank deposits                          0.7         -
 Total finance income                                          0.8         0.1

 Other financial losses                                        (0.5)       (0.4)

 Total net financing charge before separately disclosed items  (12.3)      (13.4)

 Separately disclosed items - interest                         (0.6)       5.6

 Total net financing charge                                    (12.9)      (7.8)

 

 

5.   Taxation

 

                                                   Year ended  Year ended

                                                   30 June     30 June

                                                   2023        2022
                                                   £m          £m
 Current income tax
 Current income tax - UK                           1.3         (0.7)
 Current income tax - overseas                     (2.0)       (3.5)
 Current income tax on separately disclosed items  2.6         (3.3)
 Amounts over (under) provided in previous period  0.1         (5.4)
 Total current income tax credit (charge)          2.0         (12.9)
 Deferred tax
 Deferred tax - UK                                 (5.8)       0.2
 Deferred tax - overseas                           0.1         (1.4)
 Impact of rate changes on deferred tax            5.7         (0.2)
 Deferred tax on separately disclosed items        25.1        (7.2)
 Amounts over provided in previous period          -           4.6
 Total deferred tax credit (charge)                25.1        (4.0)

 Tax credit (charge) in the income statement       27.1        (16.9)

 

Tax on separately disclosed items

The taxation impacts of separately disclosed items are disclosed below:

 

                                                    Year ended 30 June 2023                     Year ended 30 June 2022
                                                    Current income tax  Deferred tax  Total     Current income tax  Deferred tax  Total
                                                    £m                  £m            £m        £m                  £m            £m
 VAT claim - net of costs                           -                   -             -         (4.6)               (11.1)        (15.7)
 Net impairment charges                             2.0                 23.2          25.2      1.3                 3.3           4.6
 Property related provisions                        0.2                 0.7           0.9       (0.6)               (1.4)         (2.0)
 Amortisation of acquired intangible assets         -                   1.3           1.3       -                   1.1           1.1
 Closure of venues                                  0.2                 1.3           1.5       0.5                 0.4           0.9
 Integration costs                                  0.1                 (1.8)         (1.7)     0.1                 0.3           0.4
 Business transformation costs                      0.1                 0.4           0.5       -                   0.2           0.2
 Tax credit (charge) on separately disclosed items  2.6                 25.1          27.7      (3.3)               (7.2)         (10.5)

 

Factors affecting future taxation

The Group operates in a number of territories and so the Group's profits are
subject to tax in various jurisdictions. The Group monitors income tax
developments in these territories which could affect the Group's tax
liabilities.

 

On 20 June 2023 the UK Finance Bill was substantively enacted in the UK,
including legislation to implement the OECD Pillar Two income taxes for
periods beginning on or after 1 January 2024. The Group has applied the
exception in the Amendments to IAS 12 issued in May 2023 and has neither
recognised nor disclosed information about deferred tax assets or liabilities
relating to Pillar Two income taxes.

 

UK corporation tax is calculated at 20.50% (year ended 30 June 2022: 19.00%)
of the estimated assessable profit for the period. Taxation for overseas
operations is calculated at the local prevailing rates.

 

On 3 March 2021, the Chancellor of the Exchequer announced the increase in the
main rate of UK corporation tax from 19.00% to 25.00% for the year starting 1
April 2023. This change was substantively enacted on 24 May 2021.

 

This rate increase will increase the amount of cash tax payments to be made by
the Group.

 

 

6.   Dividends paid to equity holders

 

No dividend in respect of the year ended 30 June 2023 will be recommended at
the Annual General Meeting on 19 October 2023 (year ended 30 June 2022: nil).

 

 

7.   Underlying earnings per share

 

Underlying earnings is calculated by adjusting profit attributable to equity
shareholders to exclude discontinued operations, separately disclosed items
and the related tax effects.  Underlying earnings is one of the business
performance measures used internally by management to manage the operations of
the business.  Management believes that the underlying earnings measure
assists in providing a view of the underlying performance of the business.

 

Underlying net earnings attributable to equity shareholders is derived as
follows:

 

                                                              Year ended  Year ended
                                                              30 June     30 June
                                                              2023        2022
                                                                          (restated)
                                                              £m          £m
 (Loss) profit attributable to equity shareholders            (95.7)      64.9
 Adjust for:
 Separately disclosed items after tax                         101.5       (46.2)
 Underlying net earnings attributable to equity shareholders  5.8         18.7
 Continuing operations                                        5.8         18.7
 Discontinued operations                                      -           -
 Weighted average number of ordinary shares in issue          468.4m      468.4m
 Underlying earnings per share (p) - basic                    1.2p        4.0p
 Continuing operations                                        1.2p        4.0p
 Discontinued operations                                      -           -
 Underlying earnings per share (p) - diluted                  1.2p        4.0p
 Continuing operations                                        1.2p        4.0p
 Discontinued operations                                      -           -

 

 

8.  Impairment reviews

 

The Group considers each venue to be a separate cash-generating unit ('CGU').
The Group's digital operations consist of the UK digital business and the
International digital business. UK digital and International digital are each
assessed as separate CGUs. The individual Grosvenor venues are aggregated for
the purposes of allocating the Grosvenor goodwill.

 

During the year, Mecca clubs and Grosvenor and Enracha venues had indicators
of impairment, primarily caused by lower than anticipated performance post the
pandemic, and low level of forecast earnings, or a decision to close venues.
This further resulted to a decision to close a Grosvenor venue and a number of
Mecca clubs which resulted in an impairment of £7.1m.

 

The Group also recognised a reversal of previously impaired assets of £6.6m
relating to Grosvenor venues (FY22: £22m relating to Grosvenor and Enracha
venues). The reversals were driven by better than anticipated performance and
improved outlook in the identified Grosvenor and Enracha venues.

 

The impairment test was conducted in June 2023, and management is satisfied
that the assumptions used were appropriate.

 

Testing is carried out by allocating the carrying value of these assets to
CGUs, as set out above, and determining the recoverable amounts of those CGUs.
The individual CGUs were first tested for impairment and then the group of
CGUs to which goodwill is allocated were tested. Where the recoverable amount
exceeds the carrying value of the CGUs, the assets within the CGUs are
considered not to be impaired. If there are legacy impairments for such
assets, except goodwill, these are considered for reversal.

 

The recoverable amounts of all CGUs or group of CGUs have been calculated with
reference to their value in use. Value in use calculations are based upon
estimates of future cash flows derived from the Group's strategic plan for the
following five year period ending 30 June 2027. Future cash flows will also
include an estimate of long-term growth rates which are estimated by business
unit.

 

Pre-tax discount rates were re-assessed at 30 June 2023 and are applied to
each CGU or group of CGUs' cash flows and reflect both the time value of money
and the risks that apply to the cash flows of that CGU or group of CGUs. These
estimates have been calculated by external experts and are based on typical
debt and equity costs for listed gaming and betting companies with similar
risk profiles. The rates adopted are disclosed in the table below.

 

                        Pre-tax discount rate     Long-term growth rate

                        2022/23      2021/22      2022/23      2021/22
 Grosvenor venues       12.17%       11.3%        2%           2%
 Mecca venues           12.17%       11.3%        0%           0%
 UK digital             12.57%       13.0%        2%           2%
 International digital  12.63%       14.7%        2%           2%
 Enracha                13.83%       12.5%        2%           2%

 

The following impairment charges and impairment reversals have been recognised
during the year and disclosed within Separately disclosed items in the Group
income statement:

 

                         Property, plant and  Right-of-use  Intangible
                         equipment            assets        assets      Total
                         £m                   £m            £m          £m
 Impairment charges
 Grosvenor venues((1))   (18.9)               (7.5)         (26.9)      (53.3)
 Mecca venues ((2))      (31.8)               (29.7)        -           (61.5)
 Enracha venues((3))     (0.9)                (2.4)         (0.8)       (4.1)
                         (51.6)               (39.6)        (27.7)      (118.9)
 Impairment reversals
 Grosvenor venues((1))   4.3                  2.3           -           6.6
                         4.3                  2.3           -           6.6
 At the end of the year  (47.3)               (37.3)        (27.7)      (112.3)

 

((1))    Impairment charge and reversal are recorded at the different
individual Grosvenor venue CGUs. The total value in use of the CGUs where an
impairment charge or impairment reversal was recognised totalled to £108.7m.

((2))    Impairment charge and reversal are recorded at the different Mecca
venue CGUs. The total value in use of the CGUs where an impairment charge or
impairment reversal was recognised totalled to £13.4m.

((3))    Impairment charge and reversal are recorded at the different
individual Enracha venue CGUs. The total value in use of the CGUs where an
impairment charge or impairment reversal was recognised totalled to £60.1m.

 

 

9.   Government grants

 

                           As at    As at
                           30 June  30 June
                           2023     2022
                           £m       £m
 At the start of the year  -        0.8
 Receivable in the year    -        3.6
 Cash received             -        (4.4)
 At the end of the year    -        -

 

 

10.  Provisions

 

                                                               Property related  Disposal    Indirect tax  Pay        Warranty
                                                               provisions        provisions  provision     provision  provision  Total
                                                               £m                £m          £m            £m         £m         £m
 At 1 July 2022                                                6.8               3.9         1.2           0.1        0.5        12.5
 Created                                                       28.7              -           -             -          -          28.7
 Charge to the income statement - separately disclosed items   7.4               -           -             -          -          7.4
 Release to the income statement - separately disclosed items  (3.2)             (3.7)       -             -          (0.3)      (7.2)
 Utilised in the year                                          (2.4)             -           -             -          -          (2.4)
 At 30 June 2023                                               37.3              0.2         1.2           0.1        0.2        39.0
 Current                                                       5.6               0.2         1.2           0.1        0.2        7.3
 Non-current                                                   31.7              -           -             -          -          31.7
 Total                                                         37.3              0.2         1.2           0.1        0.2        39.0

 

Provisions have been made based on management's best estimate of the future
cash flows, taking into account the risks associated with each obligation.

 

 

11.   Share capital and reserves

 

                                             As at 30 June 2023      As at 30 June 2022
                                             Number      Nominal     Number      Nominal

                                                         value                   Value
                                             m           £m          m           £m
 Authorised ordinary shares of 13 8/9p each  1,296.0     180.0       1,296.0     180.0

 Issued and fully paid
 At start of the year                        468.4       65.0        468.4       65.0
 Shares issued in year                       -           -           -           -
 At end of the year                          468.4       65.0        468.4       65.0

 Share premium
 At start of the year                        468.4       155.7       468.4       155.7
 Shares issued in year                       -           -           -           -
 At end of the year                          468.4       155.7       468.4       155.7

 

Total shares in issue at 30 June 2023 are 468,429,541 (2022: 468,429,541).

 

 

12.   Borrowings to net debt reconciliation

 

Under IFRS, accrued interest and unamortised facility fees are classified as
loans and borrowings. A reconciliation of loans and borrowings disclosed in
the balance sheet to the Group's net debt position is provided below:

 

                                               As at     As at

                                               30 June   30 June

                                               2023      2022
                                               £m        £m
 Total loans and borrowings                    (62.2)    (78.0)
 Adjusted for:
 Accrued interest                              0.4       0.5
 Unamortised facility fees                     (0.6)     (1.3)
                                               (62.4)    (78.8)
 Cash and short-term deposits                  58.5      95.7
 Net debt excluding IFRS 16 lease liabilities  (3.9)     16.9
 Lease liabilities                             (169.0)   (181.7)
 Net debt                                      (172.9)   (164.8)

 

 

13.   Notes to cash flow

 

                                                                    Year ended  Year ended
                                                                    30 June     30 June
                                                                    2023        2022
                                                                    £m          £m
                                                                                (restated)
 (Loss) profit for the year                                         (95.3)      64.9
 Adjustments for:
 Depreciation and amortisation                                      60.1        67.4
 Amortisation of arrangement fees                                   1.3         -
 Loss on disposal of assets                                         0.2         -
 Net financing charge                                               12.3        13.4
 Income tax expense                                                 0.6         6.4
 Share-based payments                                               1.1         (0.3)
 Separately disclosed items                                         101.5       (46.2)
                                                                    81.8        105.6
 Decrease (increase) in inventories                                 0.2         (0.3)
 Decrease (increase) in other receivables                           11.2        (18.4)
 (Decrease) increase in trade and other payables                    (8.4)       12.5
                                                                    84.8        99.4
 Cash utilisation of provisions                                     (2.4)       (1.8)
 Cash (payments) receipts in respect of separately disclosed items  (7.1)       72.4
 Cash generated from operations                                     75.3        170.0

 

 

14.   Contingent liabilities

 

Property arrangements

The Group has certain property arrangements under which rental payments revert
to the Group in the event of default by the third party. At 30 June 2023, it
is not considered probable that the third party will default. As such, no
provision has been recognised in relation to these arrangements. If the third
party were to default on these arrangements, the obligation for the Group
would be £0.8m on a discounted basis.

 

Legal and regulatory landscape

Given the nature of the legal and regulatory landscape of the industry, from
time to time the Group receives notices and communications from regulatory
authorities and other parties in respect of its activities and is subject to
compliance assessments of its licensed activities.

 

The Group recognises that there is uncertainty over any fines or charges that
may be levied by regulators as a result of past events and depending on the
status of such reviews, it is not always possible to reliably estimate the
likelihood, timing and value of potential cash outflows.

 

Disposal claims

As a consequence of historic sale or closure of previously owned businesses,
the Group may be liable for legacy industrial disease and personal injury
claims alongside any other directly attributable costs.  The nature and
timing of these claims is uncertain and depending on the result of the claim's
assessment review, it is not always possible to reliably estimate the
likelihood, timing and value of potential cash outflows.

 

Contingent consideration

On 21 April 2022, the Group completed the purchase of the remaining 50%
shareholding of Rank Interactive Limited (formerly known as Aspers Online
Limited) for a total consideration of £1.3m.  Of this consideration, £0.5m
was paid in cash on completion in lieu of the outstanding loan balance the
Group owed to the seller and £0.8m in contingent consideration included in
Trade and other payables of the Group balance sheet.  The contingent
consideration will be equivalent to a percentage of the net gaming revenue
generated from the acquired customer database.  A present value of £0.8m has
been provisionally recognised for the contingent consideration and is
dependent upon the date a competing online gaming operation is established.

 

At 30 June 2023, the Group settled £0.4m of the contingent consideration
leaving a balance of £0.4m.

 

 

15.   Related party transactions and ultimate parent undertaking

 

Guoco Group Limited ('Guoco'), a company incorporated in Bermuda, and listed
on the Hong Kong Stock Exchange has a controlling interest in The Rank Group
Plc. The ultimate parent undertaking of Guoco is GuoLine Capital Assets
Limited ('GuoLine') which is incorporated in Jersey. At 30 June 2023, entities
controlled by GuoLine owned 57.4% (30 June 2022: 56.1%) of the Company's
shares, including 53.3% (30 June 2022: 52.0%) through Guoco's wholly-owned
subsidiary, Rank Assets Limited, the Company's immediate parent undertaking.
Hong Leong Company (Malaysia) Berhad ('Hong Leong') was the ultimate parent
company of Guoco until 16 April 2021 whereupon, following an internal
restructure, GuoLine became the ultimate parent company of Guoco.

 

 

16.   Acquisition of subsidiary undertakings

 

On 21 April 2022, the Group completed the purchase of the remaining 50%
shareholding of Rank Interactive Limited (formerly known as Aspers Online
Limited) for a total consideration of £1.3m. Of this consideration, £0.5m
was paid in cash on completion in lieu of the outstanding loan balance the
Group owed to the seller and £0.8m in contingent consideration. The
contingent consideration will be equivalent to a percentage of the net gaming
revenue generated from the acquired customer database. A present value of
£0.8m has been provisionally recognised for the contingent consideration and
is dependent upon the date a competing online gaming operation is established.

 

At the date of acquisition, the fair value of assets acquired and liabilities
assumed, goodwill and consideration, including the fair value of the Group's
pre-acquisition 50% shareholding at the acquisition date, are outlined below.
The fair value of operational cash and trade and other payables totalling
£0.5m corresponds to their book value.

 

                               £m
 Customer relationships        1.4
 Cash                          0.1
 Trade and other payables      (0.6)
 Deferred tax liability        (0.4)
 Net assets acquired           0.5
 Goodwill                      2.1
 Total consideration           2.6

 

The goodwill consists of future revenue opportunities attributable to new
customers, the new brands and development of technology and amounts that are
required for general operational purposes. No amount of the goodwill
recognised is expected to be deductible for tax purposes.

 

At the date of acquisition, the Group recognised a gain of £0.8m on
remeasurement of its pre-acquisition 50% shareholding and acquisition related
costs of £0.02m both of which were recognised as separately disclosed items
in the Group income statement.

 

In the year ended 30 June 2022, Rank Interactive Limited contributed statutory
revenue of £0.8m and profit before tax of £nil. If the acquisition had
occurred at the beginning of the year, the continuing statutory revenues of
the entity in the 12 months to 30 June 2022 would have been £6.1m and loss
before tax would have been £0.2m.

 

At 30 June 2023, the Group settled £0.4m of the contingent consideration
leaving a balance of £0.4m.

 

 

17.   Post balance sheet events

In August 2023, the Group secured a financing package which totalled £100m of
revolving credit facilities. £25m is committed until November 2024 and the
remaining £75m is committed until February 2025.  The Group subsequently
repaid the remaining term loan of £44.4m.

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