REG - Rightmove Plc - Final Results <Origin Href="QuoteRef">RMV.L</Origin> - Part 9
23/02/2018 07:05
- Part 9: For the preceding part double click ID:nRSW7131Fh
At 1 January 2016 6,509 179 103 - 6,791 3,581
Arising on business combination - - - (49) (49) -
Recognised in income 531 73 22 10 636 346
Recognised directly in equity (436) - - - (436) (170)
At 31 December 2016 6,604 252 125 (39) 6,942 3,757
The decrease in the deferred tax asset relating to share-based incentives at 31 December 2017 is due to increased exercises
of shares options in 2017 which has outweighed the number of new share scheme awards and the increase in the Company's
share price from £39.03 at 31 December 2016 to £45.00 at 31 December 2017.
A reduction in the UK corporation tax rate from 20% to 19% (effective from 1 April 2017) and to 18% (effective 1 April
2020) was substantively enacted on 26 October 2015, and an additional reduction to 17% (effective 1 April 2020) was
substantively enacted on 6 September 2016. This will reduce the Group's future tax charge accordingly. The deferred tax
asset at 31 December 2017 has been calculated at the rate of 19% which represents the average expected rate at which the
net deferred tax asset will reverse in the future.
17 Trade and other receivables
Group 2017 2016
£000 £000
Trade receivables 30,756 27,061
Less provision for impairment of trade receivables (463) (428)
Net trade receivables 30,293 26,633
Prepayments 4,545 2,826
Accrued income 166 338
Interest receivable 16 -
Other debtors 74 127
35,094 29,924
Exposure to credit and currency risks and impairment losses relating to trade and other receivables are disclosed in Note
26.
The Company has no trade and other receivables in either year.
18 Cash and deposits
Group 2017 2016
£000 £000
Cash and cash equivalentsMoney market deposits 20,9304,045 13,7494,026
24,975 17,775
Cash balances with an original maturity of less than three months were held in current accounts during the year and
attracted interest at a weighted average rate of 0.3% (2016: 0.4%).
The cash at bank balance includes £1,803,000 (2016: £1,848,000) which is restricted to use in accordance with the deeds of
the EBT.
Money market deposits with an original maturity of more than three months and less than a year, attracted interest at a
weighted average rate of 1.1% (2016: 0.7%).
19 Trade and other payables
Group Company
2017 2016 2017 2016
£000 £000 £000 £000
Trade payables 1,424 1,266 - -
Trade accruals 6,867 7,644 3,393 4,835
Other creditors 99 46 - -
Other taxation and social security 11,105 9,172 - -
Deferred revenue 19,393 17,668 - -
Inter-group payables - - 20,017 25,317
38,888 35,796 23,410 30,152
Exposure to currency and liquidity risk relating to trade and other payables is disclosed in Note 26.
20 Loans and borrowings
The Group agreed to extend a 12 month agreement with Barclays Bank plc for a £10,000,000 committed revolving loan facility.
This agreement will expire on 12 February 2019.
The Company had no loans and borrowings in either year.
21 Provisions
2017 2016
Dilapidations provision£000 Employee provisions£000 Total£000 Dilapidations provision£000 Other£000 Total£000
At 1 January 272 88 360 236 - 236
Charged in the year 109 580 689 36 88 124
At 31 December 381 668 1,049 272 88 360
Current 87 668 755 185 - 185
Non-current 294 - 294 87 88 175
The dilapidations provision is in respect of a number of the Group's leased properties where the Group has obligations to
make good dilapidations. The non-current liabilities are estimated to be payable over periods from one to ten years. Where
appropriate the provision may form part of the cost of the asset.
During the year we have accrued amounts in relation to a number of employee related provisions, principally holiday pay.
The provisions are based on the estimated future payroll cost to the Group and have not been discounted as the time value
of money is not significant.
The Company had no provisions in either year.
22 Share capital
2017 2016
Amount£000 Number of shares Amount£000 Number of shares
In issue ordinary shares of £0.01 each
At 1 January 955 95,490,266 977 97,741,977
Purchase and cancellation of own shares (22) (2,224,059) (22) (2,251,711)
At 31 December 933 93,266,207 955 95,490,266
The authorised share capital is 300,000,000 ordinary £0.01 shares in both years.
All issued shares are fully paid. The holders of ordinary shares are entitled to receive dividends as declared from time to
time and are entitled to one vote per ordinary share at general meetings of the Company.
In June 2007, the Company commenced a share buyback programme to purchase its own ordinary shares. The total number of
shares bought back in 2017 was 2,224,059 (2016: 2,251,711) representing 2.4% (2016: 2.4%) of the ordinary shares in issue
(excluding shares held in treasury). All of the shares bought back in both years were cancelled. The shares were acquired
on the open market at a total consideration (excluding costs) of £90,809,000 (2016: £88,083,000). The maximum and minimum
prices paid were £44.50 (2016: £42.50) and £38.48 (2016: £33.11) per share respectively. Share-related expenses in relation
to stamp duty charges and broker expenses were £637,000 (2016: £617,000). Included within shares in issue at 31 December
2017 are 263,767 (2016: 343,275) shares held by the EBT, 67,700 (2016: 50,150) shares held by the SIP and 1,892,456 (2016:
2,271,725) shares held in treasury.
23 Reconciliation of movement in capital and reserves
Group
Own shares held - £000
EBT shares reserve£000 SIP shares reserve£000 Treasury shares£000 Total£000
Own shares held as at 1 January 2016 (2,165) (852) (11,045) (14,062)
Shares purchased for SIP (751) - - (751)
Shares transferred to SIP 517 (517) - -
Share-based incentives exercised in the year 108 - 241 349
SIP releases in the year - 17 - 17
Own shares held as at 31 December 2016 (2,291) (1,352) (10,804) (14,447)
Own shares held as at 1 January 2017 (2,291) (1,352) (10,804) (14,447)
Shares purchased for SIP (761) - - (761)
Shares transferred to SIP 741 (741) - -
Share-based incentives exercised in the year 333 - 1,886 2,219
Reduction in shares released due to net settlement - - (81) (81)
SIP releases in the year - 75 - 75
Shares held as at 31 December 2017 (1,978) (2,018) (8,999) (12,995)
Own shares held - number of shares
Number of shares
EBT shares reserve SIP shares reserve Treasury shares Total
Own shares held as at 1 January 2016 386,057 37,800 2,322,314 2,746,171
Shares purchased for SIP 20,250 - - 20,250
Shares transferred to SIP (12,950) 12,950 - -
Share-based incentives exercised in the year (50,082) - (50,589) (100,671)
SIP releases in the year - (600) - (600)
Own shares held as at 31 December 2016 343,275 50,150 2,271,725 2,665,150
Own shares held as at 1 January 2017 343,275 50,150 2,271,725 2,665,150
Shares purchased for SIP 17,500 - - 17,500
Shares transferred to SIP (20,000) 20,000 - -
Share-based incentives exercised in the year (77,008) - (396,192) (473,200)
Reduction in shares released due to net settlement - - 16,923 16,923
SIP releases in the year - (2,450) - (2,450)
Shares held as at 31 December 2017 263,767 67,700 1,892,456 2,223,923
23 Reconciliation of movement in capital and reserves (continued)
(a) EBT shares reserve
This reserve represents the cost of own shares acquired by the EBT less any exercises of share-based incentives.
At 31 December 2017, the EBT held 263,767 (2016: 343,275) ordinary shares in the Company of £0.01 each, representing 0.3%
(2016: 0.4%) of the ordinary shares in issue (excluding shares held in treasury). The market value of the shares held in
the EBT at 31 December 2017 was £11,870,000 (2016: £13,398,000).
(b) SIP shares reserve (Group and Company)
In November 2014, the Company established the Rightmove Share Incentive Plan Trust (SIP). This reserve represents the cost
of acquiring shares less any exercises or releases of SIP awards. Employees of the Group were offered 50 free shares (2016:
50), subject to a three year service period, with effect from 5 January 2018 (2016: 3 January 2017). 2,450 (2016: 600)
shares were released by the SIP during the year in relation to good leavers and retirees. 20,000 (2016: 12,950) shares were
transferred to the SIP reserve from the EBT.
At 31 December 2017 the SIP held 67,700 (2016: 50,150) ordinary shares in the Company of £0.01 each, representing 0.07%
(2016: 0.05%) of the ordinary shares in issue (excluding shares held in treasury). The market value of the shares held in
the SIP at 31 December 2017 was £3,047,000 (2016: £1,957,000).
(c) Treasury shares (Group and Company)
This represents the cost of acquiring shares held in treasury less any exercises of share-based incentives. These shares
were bought in 2008 at an average price of £4.76 and may be used to satisfy certain share-based incentive awards. An
additional 6,277 shares were issued as a result of rolled up dividend payments in relation to performance shares.
Other reserves
This represents the Capital Redemption Reserve in respect of own shares bought back and cancelled. The movement of £22,000
(2016: £22,000) is the nominal value of ordinary shares cancelled during the year.
Retained earnings
The loss on the exercise of share-based incentives of £1,485,000 (2016: £7,000 gain) is the difference between the value
that the shares held by the EBT, SIP and treasury shares were originally acquired at and the exercise price at which
share-based incentives were exercised or released during the year. Details of share buybacks and cancellation of shares are
included in Note 22.
Company
Reverse acquisition reserve
This reserve resulted from the acquisition of Rightmove Group Limited by the Company and represents the difference between
the value of the shares acquired at 28 January 2008 and the nominal value of the shares issued.
Other reserves
Awards relating to share-based incentives made to Rightmove Group Limited employees have been treated as a deemed capital
contribution. The principal movement in other reserves for the year comprises £2,625,000 (2016: £1,738,000) in respect of
the share-based incentives charge for employees of Rightmove Group Limited.
In addition, other reserves include £361,000 (2016: £339,000) of Capital Redemption Reserve. A movement of £22,000 (2016:
£22,000) has been recorded in relation to the nominal value of ordinary shares cancelled during the year.
24 Share-based payments
The Group and Company operate a number of share-based incentive schemes for executive directors and employees.
All share-based incentives are subject to a service condition. Such conditions are not taken into account in the fair value
of the service received. The fair value of services received in return for share-based incentives is measured by reference
to the fair value of share-based incentives granted. The estimate of the fair value of the share-based incentives is
measured using either the Monte Carlo or Black Scholes pricing model as is most appropriate for each scheme.
The Group recognised a total share-based payments charge for the year of £4,836,000 (2016: £4,142,000) with a Company
charge for the year of £2,211,000 (2016: £2,404,000), as set out below:
Group Company
2017£000 2016 £000 2017£000 2016 £000
Sharesave Plan 310 204 - 4
Performance Share Plan (PSP) 2,297 2,755 1,544 1,879
Deferred Share Bonus Plan (DSP) 1,441 884 667 521
Share Incentive Plan (SIP) 788 299 - -
Total share-based payments charge 4,836 4,142 2,211 2,404
NI on applicable share-based incentives at 13.8% 1,228 451 876 232
A 2% reduction or increase in the employee leaver assumption (excluding executive directors) for the DSP and the PSP would
have increased/decreased the share-based payments charge in the year by £34,000 (2016: £36,000).
Approved and Unapproved Plans
There has been no award of share options for Approved and Unapproved Plans since 5 March 2010.
2017 2016
Group Number Weighted average exercise price Number Weighted average exercise price
(pence) (pence)
Outstanding at 1 January 546,527 307.42 546,527 307.42
Exercised (214,755) 328.07 - -
Outstanding at 31 December 331,772 294.06 546,527 307.42
Exercisable at 31 December 331,772 294.06 546,527 307.42
The weighted average market value per ordinary share for options exercised in 2017 was £41.77 (2016: nil).
The options outstanding at 31 December 2017 have an exercise price in the range of £2.24 to £6.66 in both years and a
weighted average contractual life of 1.3 years (2016: 2.1 years).
24 Share-based payments (continued)
Sharesave Plan
The Group operates an HMRC Approved Sharesave Plan under which employees are granted an option to purchase ordinary shares
in the Company at up to 20% less than the market price at invitation, in three years' time, dependent on their entering
into a contract to make monthly contributions into a savings account over the relevant period. These funds are used to fund
the option exercise. No performance criteria are applied to the exercise of Sharesave options. The assumptions used in the
measurement of the fair value at grant date of the Sharesave Plan are as follows:
Grant date Share Exercise price (pence) Expected volatility (%) Option Risk free rate Dividend yield Employee turnover before vesting/ Fair value per option (pence)
price at life (years) (%) (%) non-vesting condition (%)
grant
date
(pence)
1 October 2013 2371.00 1896.00 27.3 3.0 0.7 1.1 25.0 659.00
1 October 2014 2144.00 1972.00 25.3 3.0 1.0 1.4 25.0 430.00
1 October 2015 3639.00 2960.00 24.7 3.0 0.8 1.0 25.0 933.00
1 October 2016 4293.00 3315.00 27.8 3.0 0.4 1.1 25.0 1233.00
1 October 2017 4045.00 3289.00 30.1 3.0 0.1 1.3 25.0 1195.00
Expected volatility is estimated by considering historic average share price volatility at the grant date.
The requirement that an employee has to save in order to purchase shares under the Sharesave Plan is a non-vesting
condition. This feature has been incorporated into the fair value at grant date by applying a discount to the valuation
obtained from the Black Scholes pricing model. The discount has been determined by estimating the probability that the
employee will stop saving based on expected future trends in the share price and past employee behaviour.
2017 2016
Group Number Weighted Number Weighted
average exercise average exercise
price price
(pence) (pence)
Outstanding at 1 January 116,933 2712.71 104,019 2273.13
Granted 36,939 3289.00 43,451 3315.00
Forfeited (19,620) 2938.14 (9,939) 2695.91
Exercised (37,112) 1961.61 (20,598) 1809.87
Outstanding at 31 December 97,140 3182.54 116,933 2712.71
Exercisable at 31 December 3,299 1972.00 4,601 1896.00
The weighted average market value per ordinary share for Sharesave options exercised in 2017 was £41.36 (2016: £38.34).
The Sharesave options outstanding at 31 December 2017 have an exercise price in the range of £19.72 to £33.15
(2016: £18.96 to £33.15) and a weighted average contractual life of 2.4 years (2016: 2.3 years).
24 Share-based payments (continued)
Performance Share Plan (PSP)
The PSP permits awards of nil cost options or contingent shares which will only vest in the event of prior satisfaction of
a performance condition.
34,720 PSP awards were made on 1 March 2017 (the Grant Date) subject to Earnings Per Share (EPS) and Total Shareholders
Return (TSR) performance. A further 3,457 awards were made to Peter Brooks-Johnson on 9 May 2017 to bring his 2017 PSP
award in line with his Chief Executive Officer salary. Performance for all 2017 awards will be measured over three
financial years (1 January 2017 - 31 December 2019). The vesting in March and May 2020 (Vesting Date) of 25% of the 2017
PSP award will be dependent on a relative TSR performance condition measured over a three year performance period and the
vesting of the 75% of the 2017 PSP award will be dependent on the satisfaction of an EPS growth target measured over a
three year performance period.
The PSP awards have been valued using the Monte Carlo model for the TSR element and the Black Scholes model for the EPS
element and the resulting share-based payments charge is being spread evenly over the three year period between Grant Date
and Vesting Date.PSP award holders are entitled to receive dividends accruing between the Grant Date and the Vesting Date
and this value will be delivered in shares. The assumptions used in the measurement of the fair value at grant date of the
PSP awards are as follows:
Grant date Share Exercise price (pence) Expected volatility (%) Option Risk free rate Dividend yield Employee turnover before vesting/ Fair value per option (pence)
price at life (years) (%) (%) non-vesting condition (%)
grant
date
(pence)
3 March 2014 2688.00 nil 25.3 3.0 1.0 0.0 4.8 1219.00
(TSR dependent)(1)
3 March 2014 2688.00 nil n/a 3.0 1.0 0.0 4.8 2688.00
(EPS dependent)(1)
2 March 2015 3044.00 3044.00 nil nil 24.7 n/a 3.0 3.0 0.8 0.8 0.0 0.0 5.2 5.2 2258.00 3044.00
(TSR dependent)(1) (2)2 March 2015
(EPS dependent)(1) (2)
1 March 2016 4069.00 4069.00 nil nil 27.8 n/a 3.0 3.0 0.4 0.4 0.0 0.0 4.4 4.4 1985.00 4069.00
(TSR dependent)(1)1 March 2016
(EPS dependent)(1)
1 March 2017(TSR dependent)(2) 4065.00 nil 30.1 3.0 0.1 0.0 0.0 2111.00
1 March 2017(EPS dependent)(2) 4065.00 nil n/a 3.0 0.1 0.0 0.0 4065.00
9 May 2017(TSR dependent)(2) 4244.00 nil 30.1 3.0 0.1 0.0 0.0 2111.00
9 May 2017(EPS dependent)(2) 4244.00 nil n/a 3.0 0.1 0.0 0.0 4065.00
(1) For details of TSR and EPS performance conditions refer to the Directors' Remuneration Report on pages 61 to 94.
(2) Both the TSR and EPS performance conditions for PSPs with a grant date of 2 March 2015 have been met in full and 100%
of the awards are expected to vest in March 2018.
Expected volatility is estimated by considering historic average share price volatility at the grant date.
Group 2017 2016
Number Number
Outstanding at 1 January 402,952 388,002
Granted 38,177 89,041
Forfeited (23,635) (22,688)
Exercised (175,160) (51,403)
Outstanding at 31 December 242,334 402,952
Exercisable at 31 December 25,140 82,467
The weighted average market value per ordinary share for options exercised in 2017 was £41.25 (2016: £38.86). The weighted
average exercise price was nil in both years.
The PSP awards outstanding at 31 December 2017 have a weighted average contractual life of 2.7 years (2016: 2.7 years).
24 Share-based payments (continued)
Deferred Share Bonus Plan (DSP)
In March 2009 a DSP was established which allows executive directors and other selected senior management the opportunity
to earn a bonus determined as a percentage of base salary settled in nil cost deferred shares. The award of shares under
the plan is contingent on the satisfaction of pre-set internal targets relating to underlying drivers of long-term revenue
growth (the Performance Period). The right to the shares is deferred for two years from the date of the award (the Vesting
Period) and potentially forfeitable during that period should the employee leave employment. The deferred share awards have
been valued using the Black Scholes model and the resulting share-based payments charge is being spread evenly over the
combined Performance Period and Vesting Period of the shares, being three years.
The assumptions used in the measurement of the fair value of the deferred share awards are calculated at the date on which
the potential DSP bonus is communicated to directors and senior management (the grant date) as follows:
Grant date Award date Share price at grant date (pence) Exercise price Expected term Risk free rate Dividend yield(%) Employee turnoverbefore vesting/non-vesting condition(%) Fair value per share(pence)
(pence) (years) (%)
3 March 20142 March 2015 2 March 20151 March 2016 2688.003044.00 nilnil 3.03.0 1.00.8 1.01.2 5.66.0 2605.002941.00
1 March 2016 1 March 2017(1) 4069.00 nil 3.0 0.4 1.1 5.7 3942.00
1 March 2017 1 March 2018(2) 4065.00 nil 3.0 0.1 1.3 10.0 3915.00
(1) Following the achievement of 92% of the 2016 internal performance targets, 38,416 nil cost deferred shares were awarded
to executives and senior management on 1 March 2017 (the Award Date) with the right to the release of the shares deferred
until March 2019.
(2) Based on the 2017 internal performance targets, the Remuneration Committee determined that 60% of the maximum award in
respect of the year will be made in March 2018. The number of shares to be awarded will be determined based on the share
price at the Award Date in March 2018.
Group 2017 2016
Number Number
Outstanding at 1 January 76,172 68,309
Awarded 38,416 36,276
Forfeited (3,579) (1,677)
Exercised (39,896) (26,736)
Outstanding at 31 December 71,113 76,172
Exercisable at 31 December - 7,709
The weighted average market value per ordinary share for deferred shares exercised in 2017 was £41.07 (2016: £38.60). The
weighted average exercise price was nil in both years.
The DSP awards outstanding at 31 December 2017 have a weighted average contractual life of 1.7 years (2016: 1.5 years).
24 Share-based payments (continued)
Share Incentive Plan
In 2014, the Group established the Rightmove Share Incentive Plan Trust (SIP). Employees were offered 50 shares (2016: 50)
as a gift, subject to a three year service period (the Vesting Period). The SIP awards have been valued using the Black
Scholes model and the resulting share-based payments charge spread evenly over the Vesting Period of three years. The SIP
shareholders are entitled to dividends paid in cash over the Vesting Period. No performance criteria are applied to the
exercise of SIP options. The assumptions used in the measurement of the fair value at grant date of the SIP awards are as
follows:
Grant date Share Exercise price (pence) Expected volatility (%) Option Risk free rate Dividend yield Employee turnover before vesting/ Fair value per option (pence)
price at life (years) (%) (%) non-vesting condition (%)
grant
date
(pence)
1 January 2015 2245.00 nil 24.7 3.0 0.8 nil 33.0 2245.00
1 January 2016 4093.00 nil 27.8 3.0 0.4 nil 33.0 4093.00
1 January 2017 3945.00 nil 30.1 3.0 0.1 nil 33.0 3945.00
Expected volatility is estimated by considering historic average share price volatility at the grant date.
Group 2017 2016
Number Number
Outstanding at 1 January 44,300 30,200
Granted 23,600 20,550
Forfeited (6,250) (5,850)
Released (2,450) (600)
Outstanding at 31 December 59,200 44,300
Exercisable at 31 December - -
The weighted average market value per ordinary share for SIP awards released in 2017 was £41.66 (2016: £37.90). The
weighted average exercise price in both years was nil.
The SIP shares released relate to good leavers and retirements from the SIP, in accordance with the terms of the Trust.
The SIP options outstanding at 31 December 2017 have a weighted average contractual life of 0.9 years (2016: 1.4 years).
25 Operating lease commitments
Non-cancellable operating lease rentals are payable as follows:
2017 2016
Group Plant & machinery £000 Land & Total£000 Plant & machinery £000 Land & Total
buildings£000 buildings £000
£000
Less than one year 304 929 1,233 234 491 725
Between one and five years 287 5,048 5,335 157 1,172 1,329
More than five years - 5,700 5,700 - 3 3
591 11,677 12,268 391 1,666 2,057
During 2017 the Group entered into three new operating lease arrangements for additional space at the London office. These
leases will be capitalised on transition to IFRS 16 on 1 January 2018. For further detail please see Note 3.
The Company had no operating lease commitments in either year.
26 Financial instruments
Credit risk
The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk at the
reporting date was:
Group Note 2017 2016
£000 £000
Net trade receivables 17 30,293 26,633
Accrued interest receivable 17 16 -
Other debtors 17 74 127
Cash and cash equivalents 18 20,930 13,749
Money market deposits 18 4,045 4,026
55,358 44,535
The Company had no exposure to credit risk in either year.
The maximum exposure to credit risk for trade receivables at the reporting date by geographic region was:
Group Note 2017 2016
£000 £000
UK 29,885 26,124
Rest of the world 408 509
17 30,293 26,633
The maximum exposure to credit risk for trade receivables at the reporting date by type of customer was:
Group Note 2017 2016
£000 £000
Property advertisers 29,020 25,361
Other 1,273 1,272
17 30,293 26,633
The Group's most significant customer accounts for £1,408,000 (2016: £1,589,000) of net trade receivables as at 31
December 2017.
Impairment losses
The ageing of trade receivables at the reporting date was:
2017 2016
Gross Impairment Gross Impairment
Group £000 £000 £000 £000
Not past due 26,725 (4) 24,010 (7)
Past due 0 - 30 days 2,750 (68) 1,876 (70)
Past due 30 - 60 days 659 (30) 880 (56)
Past due 60 - 90 days 336 (75) 58 (58)
Past due older 286 (286) 237 (237)
30,756 (463) 27,061 (428)
The movement in the allowance for impairment in respect of trade receivables during the year was as follows:
Group 2017 £000 2016
£000
At 1 January 428 446
Charged during the year 466 437
Utilised during the year (431) (455)
At 31 December 463 428
The Group has identified specific balances for which it has provided an impairment allowance on a line by line basis across
all ledgers, in both years. No general impairment allowance has been provided in either year.
The allowance accounts in respect of trade receivables are used to record impairment losses unless the Group is satisfied
that no recovery of the amount owing is possible; at that point the amounts considered irrecoverable are written off
against the financial asset directly.
26 Financial instruments (continued)
Liquidity risk
The contractual maturities of undiscounted financial liabilities, including undiscounted estimated interest payments, as at
year end were:
Group Carrying amount £000 Contractual cash flows£000 6 months or less£000
At 31 December 2017
Trade payables being non-derivative financial liabilities 1,424 (1,424) (1,424)
At 31 December 2016
Trade payables being non-derivative financial liabilities 1,266 (1,266) (1,266)
The Company had no non-derivative financial liabilities in either year.
It is not expected that the cash flows included in the maturity analysis could occur earlier or at significantly different
amounts and all payables are due within six months of the balance sheet date.
Currency risk
During 2017 all the Group's sales and more than 95.0% (2016: 97.0%) of the Group's purchases were Sterling denominated and
accordingly it has no significant currency risk.
Interest rate risk
The Group has exposure to interest rate risk on its cash and money market deposit balances. As at 31 December 2017 the
Group had total cash of £20,930,000 (2016: £13,749,000) and money market deposits of £4,045,000 (2016: £4,026,000).
Fair values
The fair values of all financial instruments in both years are equal to the carrying values.
27 Acquisition of subsidiary
Acquisition in 2016
On 31 May 2016, Rightmove Group Limited acquired the entire ordinary share capital of The Outside View Analytics Ltd
("Outside View"), a predictive analytics business. Full details of the acquisition are included in the Annual Report 2016.
The total cash consideration paid of £2,096,000 excludes acquisition costs of £42,000 which were recognised as an expense
in 2016 in the Consolidated Statement of Comprehensive Income.
The following table provides a reconciliation of the amounts included in the Consolidated Statement of Cash Flows:
Net cash flow on acquisition 2016
£000
Cash paid for subsidiary (2,096)
Transaction costs on acquisition (42)
Cash acquired 50
Net cash outflow (2,088)
In the seven month period to 31 December 2016, Outside View contributed revenue of £174,000 and profit of £80,000 to the
Group's results.
27 Acquisition of subsidiary (continued)
The following table details the fair values of the assets and liabilities acquired at the date of acquisition:
Net assets acquired Carrying values pre-acquisition Fair value adjustments Fair values
£000 £000 £000
Non-current assets
Property, plant and equipment 9 - 9
Intangible assets - market appraisal technology - 309 309
Current assets
Trade and other receivables 191 (2) 189
Cash and cash equivalents 50 - 50
Current liabilities (145) - (145)
Non-current liabilities
Deferred tax liabilities - 49 49
Fair value of net assets acquired 105 258 363
Cash consideration 2,096
Total consideration 2,096
Goodwill 1,733
28 Related party disclosures
Inter-group transactions with subsidiaries
Under the inter-group loan agreement dated 30 January 2008, Rightmove Group Limited settles all expenses on behalf of the
Company, including dividends paid to shareholders and share buybacks and related costs. During the year, the Company was
charged interest of £330,000 (2016: £527,000) under this agreement and at 31 December 2017, the inter-group loan balance
was £20,017,000 (2016: £25,317,000) including capitalised interest (refer Note 19).
On 12 June 2017 Rightmove Group Limited declared an interim dividend of 55p per ordinary share to the Company.
Additionally, on 5 December 2017, Rightmove Group Limited declared a further interim dividend of 60p per ordinary share to
the Company. The dividends of £148,810,000 (2016: £141,046,000) were settled via a reduction in the inter-group loan
balance owed by Rightmove plc to Rightmove Group Limited. Rightmove Group Limited also declared a dividend in specie of
£741,000 (2016: £517,000), representing the cost of the SIP shares transferred from the EBT to the SIP during the year.
Inter-group transactions between subsidiaries
Following its acquisition on 31 May 2016, The Outside View Analytics Ltd became a related party to the Company. During the
year, Rightmove Group Limited has settled liabilities on behalf of The Outside View Analytics Ltd and the balance owing
under an inter-group loan agreement dated 13 June 2016 was £25,000 (2016: £15,000) as at 31 December 2017.
Directors' transactions
There were no transactions with directors in either year other than those disclosed in the Directors' Remuneration Report.
Information on the emoluments of the directors who served during the year, together with information regarding the
beneficial interest of the directors in the ordinary shares of the Company is included in the Directors' Remuneration
Report on pages 61 to 94.
During the year, the directors in office in total had gains of £5,574,000 (2016: £1,566,000) arising on the exercise of
share-based incentive awards. The total share-based payments charge in relation to the directors in office was £2,211,000
(2016: £2,404,000).
Key management personnel
No other Rightmove employees are considered to meet the definition of key management personnel other than those disclosed
in the Directors' Remuneration Report on pages 61 to 94.
29 Contingent liabilities
The Group and the Company had no contingent liabilities in either year.
30 Subsequent events
There have been no subsequent events having a material impact on the financial statements between 31 December 2017 and the
reporting date.
ADVISERS AND SHAREHOLDER INFORMATION
Contacts Registered office Corporate advisers
Chief Executive Officer: Peter Brooks-Johnson Rightmove plc Financial adviser
Finance Director: Company Secretary: Robyn PerrissSandra Odell Turnberry House UBS Investment Bank
30 Caldecotte Lake Drive Joint brokers
Website: www.rightmove.co.uk Milton Keynes UBS Limited
MK7 8LE Numis Securities Limited
Registered in Auditor
England no. 6426485 KPMG LLP
Bankers
Financial calendar 2018 Barclays Bank Plc
2017 full year results 23 February 2018 Santander UK Plc
Final dividend record dateAnnual General Meeting 4 May 20184 May 2018 SolicitorsEMW LLP
Final dividend payment 7 June 2018 Slaughter and May
Half year results 27 July 2018 Pinsent Masons
Interim dividend 2 November 2018 Registrar
Link Asset Services*
*Shareholder enquiries
The Company's registrar is Link Asset Services (formerly Capita Asset Services). They will be pleased to deal with any
questions regarding your shareholding or dividends. Please notify them of your change of address or other personal
information. Their address details are:
Link Asset Services
The Registry
34 Beckenham Road
Beckenham
Kent
BR3 4TU
Link Asset Services is a trading name of Link Market Services Limited.
Shareholder helpline: 0371 664 0300 (calls cost 10p per minute plus network extras) (Overseas: +44 20 8639 3399)
Email: enquiries@linkgroup.co.uk
Share portal: www.signalshares.com
Through the website of our registrar, Link Asset Services, shareholders are able to manage their shareholding online and
facilities include electronic communications, account enquiries, amendment of address and dividend mandate instructions.
This information is provided by RNS
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