REG - Tribal Group PLC - Half Yearly Report <Origin Href="QuoteRef">TRBG.L</Origin> - Part 2
29/10/2014 12:22
- Part 2: For the preceding part double click ID:nRSM9452Oa
America and rest of the world 6,290 3,054 7,192
63,390 62,093 125,485
The principal activities are as follows:
Systems: a range of proprietary software products and related services to support the business needs of education, learning
and training providers.
Solutions: a range of services to support the improvement of education, learning and training delivery by our customers.
Six monthsended 30 June2014£'000 Six months ended30June2013£'000 Yearended31December2013£'000
Revenue
Systems 35,579 30,586 64,206
Solutions 28,030 31,657 61,570
Intersegment (219) (150) (291)
Continuingoperations 63,390 62,093 125,485
Segmentadjustedoperatingprofit
Systems 7,527 5,776 14,826
Solutions 1,049 1,943 6,066
Unallocatedcorporateexpenses (2,933) (2,330) (5,133)
Segmentadjustedoperatingprofit 5,643 5,389 15,759
AmortisationofIFRS3intangibles (906) (115) (231)
Impairment of goodwill (9,232) - -
Other costs (2,786) (45) (30)
Operatingprofit (7,281) 5,229 15,498
The accounting policies of the reportable segments are the same as the Group's accounting policies. Segment profit
represents the profit earned by each segment, without the allocation of central administration costs, including Directors'
salaries, finance costs and income tax expense. This is the measure reported to the Group's Chief Executive for the purpose
of resource allocation and assessment of segment performance.
Of the total Group revenues, approximately 20% (December 2013: 21%) have arisen within our Solutions division from the
Group's largest customer and revenues of approximately 13% (December 2013: 15%) have arisen within our Systems division
from the Group's second largest customer.
Of the total "Amortisation of IFRS 3 intangibles", £0.8m arose in relation to the Systems segment and £0.1m in relation to
the Solutions segment. Impairment of goodwill arises entirely in relation to the Solutions segment. Of the total "Other
costs", £2.1m arose in relation to the Systems segment and £0.7m in relation to the Solutions segment.
5. Other items (including closed businesses and exceptional costs)
Six monthsended 30 June2014£'000 Six months ended30June2013£'000 Yearended31December2013£'000
Closedbusinesses:
-Otherrestructuringcosts-closedbusinesses - (65) (93)
Operatinglossfromclosedbusiness Otheritems: - (65) (93)
-Acquisitioncosts (345) (62) (54)
-Propertyrelated (630) 82 117
-Unwinding of discount ondeferredconsideration (384) (124) (350)
-Impairment of goodwill (9,232) - -
-Impairment of development costs (1,811) - -
-AmortisationofIFRS3intangibles (906) (115) (231)
-Unwinding of hedge accounting reserve - (227) (453)
(13,308) (511) (1,064)
Property related costs in 2014 relate primarily to the relocation of the Group's Head Office. An onerous lease charge
arises on the exit of our previous property. The new property benefits from a significant lease incentive with the effect
that the overall relocation programme is cash neutral.
6. Other gains and losses
Six monthsended30 June2014£'000 Six monthsended30 June2013£'000 Yearended 31 December2013£'000
Unwinding of hedge accounting reserve - 227 453
7. Finance costs
Six monthsended30 June2013£'000 Six monthsended30 June2012£'000 Yearended 31 December2012£'000
Interest on bank overdrafts and loans 378 469 979
Write off of loan arrangement fees 338 - -
Unwinding of discount on deferred contingent consideration 384 124 350
Other interest payable 39 79 256
1,139 672 1,585
8. Tax
Six monthsEnded30 June2014£'000 Six monthsended 30 June2013£'000 Year ended31 December2013 £'000
Continuingoperations
Currenttax UKcorporationtax (36) 990 3,096
Overseastax 958 30 343
Adjustmentsinrespectofpriorperiods (9) (609) (551)
913 411 2,888
Deferredtax Currentperiod (833) (175) (258)
Adjustmentsinrespectofpriorperiods 9 (7) 90
(824) (182) (168)
Taxcharge on result 89 229 2,720
DiscontinuedoperationsCurrenttax 36 117 54
Deferredtax - - -
Total
Currenttax UKcorporationtax - 1,107 3,150
Overseastax 958 30 343
Adjustmentsinrespectofpriorperiods (9) (609) (551)
949 528 2,942
Deferredtax Current period (833) (175) (258)
Adjustmentsinrespectofpriorperiods 9 (7) 90
(824) (182) (168)
Taxcharge 125 346 2,774
In addition to the amount charged to the income statement, a deferred tax credit of £73,000 (2013: £272,000) has been taken
directly to equity.
The Group continues to hold an appropriate corporation tax provision in relation to the Group relief claimed from Care UK
for the year ended 31 March 2007.
9. Discontinued operations
Discontinued operations include the Health & Government, Resourcing and Communications businesses which were disposed of
during 2010 and 2011. The Resourcing and Communications sales were trade and assets deals and so there continue to be
transactions, for example as leases associated with those businesses wind down.
The results of the discontinued operations which have been included in the consolidated income statement were as follows:
Six monthsended30 June2014£'000 Six monthsended30 June2013£'000 Yearended 31 December2013£'000
Operating profit before amortisation of IFRS 3 intangibles and exceptional costs 18 13 13
Exceptional costs 46 345 712
Operating profit 64 358 725
Attributable tax charge (36) (117) (54)
(Loss)/profit on disposal of discontinued operations (152) 143 117
Net (loss)/profit attributable to discontinued operations (124) 384 788
Operating cash flows for discontinued operations 36 94 446
Investing cash flows for discontinued operations 321 337 638
Total cash flows for discontinued operations 357 431 1,084
10. Earnings per share
Earnings per share and diluted earnings per share are calculated by reference to a weighted average number of ordinary
shares calculated as follows:
Six monthsended30 June2014£'000 Six monthsended30 June2013£'000 Yearended 31 December2013£'000
Basic weighted average number of shares in issue 94,769 93,696 93,696
Employee share options - - -
Weighted average number of shares for the purpose of calculating diluted earnings per share 94,769 93,696 93,696
Diluted earnings per share only reflects the dilutive effect of share options for which performance criteria have been met
at the reporting date. The maximum number of potentially dilutive shares, based on options that have been granted but have
not yet met vesting criteria is 4,046,135 (December 2013: 3,521,109).
The adjusted earnings per share figures shown on the condensed consolidated income statement are included as the directors
believe that they provide a better understanding of the underlying trading performance of the Group. A reconciliation of
how these figures are calculated is set out below.
Six monthsended30 June2014£'000 Six monthsended30 June2013£'000 Yearended 31 December2013£'000
Earnings
From continuing operations
Net (loss)/profit from continuing operations attributable to equity holders of the parent (8,507) 4,117 10,777
Earnings per share
Basic and diluted (9.0)p 4.4p 11.5p
From continuing and discontinued operations
Net (loss)/profit from continuing and discontinued operations attributable to equity holders of the parent (8,631) 4,501 11,565
Earnings per share
Basic and diluted (9.1)p 4.8p 12.3p
Sixmonthsended 30June2014£'000 Sixmonthsended30June2013£'000 Yearended31December2013£'000
Adjustedearnings
Fromcontinuingoperations
Net (loss)/profit from continuing operations attributable to equity holders of the parent (8,507) 4,117 10,777
Amortisation of IFRS 3 intangibles (net of tax) 698 88 177
Impairment of goodwill 9,232 - -
Impairment of development costs (net of tax) 1,422 - -
Unwinding of discount on deferred consideration 384 124 350
Exceptional costs (net of tax) 873 45 20
Financial instrument charge (net of tax) - 174 348
Adjustedearnings from continuing operations 4,102 4,548 11,672
Adjustedearningspershare from continuing operations
Basic and diluted 4.3p 4.9p 12.5p
Fromcontinuinganddiscontinuedoperations
Net (loss)/profitfromcontinuinganddiscontinuedoperationsattributabletotheequityholder (8,631) 4,501 11,565
AmortisationofIFRS3intangibles(netoftax) 698 88 177
Impairment of goodwill 9,232 - -
Impairment of development costs (net of tax) 1,422 - -
Unwindingofdiscountondeferredconsideration 384 124 350
Exceptional(credits)/costs(netoftax) 836 (220) (638)
Discontinuedoperations and associated tax adjustments 161 (109) (130)
Financialinstrumentcharge(netoftax) - 174 348
Adjustedearnings from continuing and discontinued operations 4,102 4,548 11,672
Adjustedearningsper share from continuing and discontinued operations
Basic and diluted 4.3p 4.9p 12.5p
11.Dividends
Sixmonthsended 30June2014£'000 Sixmonthsended30June2013£'000 Yearended31December2013£'000
Amountsrecognisedasdistributionstoequityholdersintheperiod:
Interimdividendfortheyearended31December2013of0.50pencepershare - - 466
Finaldividendfortheyearended31December2013of1.10pencepershare(2012:0.85pencepershare) 1,031 794 794
1,031 794 1,260
The Board has declared an interim dividend of 0.60 pence per share (2013: 0.50 pence per share), which will result in a
cash outflow of £0.6m (2012: £0.5m).
The interim dividend was approved by the Board on 12 August 2014 and has not been included as a liability as at 30 June
2014.
The dividend is payable on 17 October 2014 to ordinary shareholders who are on the register on 19 September 2014. The
shares will be quoted ex-dividend on 17 September 2014.
12. Goodwill
£'000
Cost
At 1 January 2014 108,232
Additions 10,200
Exchange differences 75
At 30 June 2014 118,507
Accumulated impairment losses
At 1 January 2014 29,580
Impairment 9,232
At 30 June 2014 38,812
Net book valueAt 30 June 2014 79,695
At 31 December 2013 78,652
The Group tests annually for impairment or more frequently if there are indications that goodwill might be impaired. During
the period, Ofsted announced its intention to in-source one of the two inspections contracts held by the Group at the end
of the current contract term in August 2015. As a result we have reassessed the goodwill relating to the Solutions
business, which holds these contracts, for potential impairment. The recoverable amount of the Solutions CGU group was
determined from a value in use calculation. The key assumptions for this are those regarding discount rates, short to
medium term trading performance, longer term growth rates and expected changes to selling prices, sales volumes and direct
costs during the period. Management estimates discount rates using pre-tax rates that reflect current market assessments of
the time value of money and the risks specific to the CGUs. Changes in selling prices, sales volumes and direct costs are
based on past practices and expectations of future changes in the market.
The Group prepares cash flow forecasts derived from the most recent financial projections approved by the Board up to the
end of 2015 and has extrapolated cash flows in perpetuity based on an estimated growth rate of 2%. This rate does not
exceed the average long-term growth rate for the relevant markets and reflects the ongoing caution in the market. The
discount rate applied was 14% (2013: 14%) which is based on the WACC for the business with an appropriate risk adjustment.
This assessment indicates that based on our current projections for that business, an impairment of £9.2m is required. If
the profitability over the forecast period were to fall below expectations there would be a requirement for a further
impairment of goodwill. For example if profitability were 10% below expectations across the forecast period, a further
impairment of £3.1m would be required. We will continue to conduct regular reviews to monitor this.
The additions to goodwill in the period arise entirely in relation to the Systems segment (£5.9m in relation to the
acquisition of Sky Software and £4.3m in relation to the acquisition of Human Edge). The impairment arises entirely in
relation to the Solutions segment.
13. Other tangible assets
Software£'000 Customer contracts and relationships£'000 Developmentcosts£'000 Businesssystems£'000 Total£'000
Cost
At 1 January 2014 - 3,785 24,874 4,440 33,099
Additions 7,035 2,947 2,349 160 12,491
Exchange differences 50 9 - - 59
At 30 June 2014 7,085 6,741 27,223 4,600 45,649
Amortisation
At 1 January 2014 - 2,618 10,220 3,529 16,367
Charge for the period 312 594 1,700 232 2,838
Impairment loss - - 1,811 - 1,811
Exchange differences - - (5) - (5)
At 30 June 2014 312 3,212 13,726 3,761 21,011
Carrying amount
At 30 June 2014 6,773 3,529 13,497 839 24,638
At 31 December 2013 - 1,167 14,654 911 16,732
Software and customer contract and relationships have arisen from acquisitions, and are amortised over their estimated
useful lives, which is over 5-12 years. The amortisation period for development costs incurred on the Group's software
development and product development is three to five years based on the expected life-cycle of the product. The Group'
corporate business systems software is amortised over an average of five years from the date it first comes into use.
Certain historical development costs have been impaired following a review of the Group's product portfolio after the
acquisitions of Sky Software and Human Edge.
14. Tradeandotherreceivables
30 June2014£'000 30 June2013£'000 31 December2013£'000
Trade receivables 17,937 15,018 18,276
Amounts recoverable on contracts 106 362 270
Other receivables 550 650 283
Prepayments 3,482 3,143 2,705
Accrued income 10,486 7,771 7,381
32,561 26,944 28,915
15. Tradeandotherpayables
30 June2014£'000 30 June2013£'000 31 December2013£'000
Trade payables 3,849 4,682 3,000
Other taxation and social security 6,557 3,872 4,558
Other payables 8,815 2,448 4,880
19,221 11,002 12,438
16. Provisions
30 June2014£'000 30 June2013£'000 31 December2013£'000
At beginning of period 4,827 1,682 1,682
Increase/(reduction) in provision in period 271 (421) (828)
On acquisition of subsidiary 7,312 2,860 3,962
Exchange rate movement 101 - -
Unwinding of discount on deferred consideration 384 124 350
Utilisation of provision (2,864) (419) (339)
At end of period 10,031 3,826 4,827
The provisions are split as follows:
Less than one year: 30 June2014£'000 30 June2013£'000 31 December2013£'000
Future lease costs - 235 6
Deferred contingent consideration 7,760 1,450 2,782
Potential litigation claims 767 508 508
8,527 2,193 3,296
More than one year: 30 June2014£'000 30 June2013£'000 31 December2013£'000
Future lease costs - 98 -
Deferred contingent consideration 1,504 1,535 1,531
1,504 1,633 1,531
The potential litigation claims are expected to be resolved within one year and are therefore shown within current
liabilities. However, it is possible that these claims may take longer to resolve, or the Group may not be promptly
notified that the claim has been dropped. The claim may be settled at amounts higher or lower than that provided, depending
on the outcome of the commercial or legal arguments. The provision made is management's best estimate of the Group's
liability based on past experience, commercial judgement and legal advice. Further details are contained in note 21.
17. Acquisition of subsidiary
On 6 March 2014, the Group acquired 100% of the issued share capital of Sky Software Pty Limited ('Sky Software'), a
company incorporated in Australia that provides cloud-based student management systems to the vocational and higher
education markets in Australia, the Asia Pacific region and elsewhere in the world.
This transaction has been accounted for by the purchase method of accounting. The total expected cost of acquisition is
£9.4m. This comprises an initial cash consideration of £1.1m and deferred consideration of £8.3m (the discounted figure at
acquisition being £7.3m) which is payable based on the future profits of the acquired business. At the period end, the
equivalent figure was £7.6m.
Deferred contingent consideration that becomes due shall be satisfied in the period from March 2015 to March 2018.
The maximum amount payable is £10.9m.
The provisional carrying amount of each class of Sky Software Pty Limited's assets before combination is set out below:
Bookvalue£'000 Acquisitionadjustments£'000 Provisional fair valueadjustments£'000 Provisionalfairvalue£'000
Intangibleassets 1,697 4,814 (1,697) 4,814
Tangibleassets 2 - - 2
Tradeandotherreceivables 111 - - 111
Cashandcashequivalents 60 - - 60
Tradeandotherpayables (1,423) - - (1,423)
Deferredtax liabilities - (963) - (963)
Netassetsacquired 447 3,851 (1,697) 2,601
Goodwillarisingonacquisition 5,852
Consideration Satisfiedby:
Initialcashconsideration 1,141
Deferredcontingentconsideration 7,312
8,453
The cash consideration paid by Tribal to date of £1.1m was satisfied through the Group's existing revolving loan facility.
The net cash out flow from the acquisition, after taking account of the cash acquired, was £1.1m.
The goodwill arising on the acquisition is attributable to synergies, the assembled workforce, and potential future
relationships, contracts and software.
Intangible assets arising on acquisition are in respect of software (£4.0m) and customer relationships and contracts
(£0.8m).
Sky Software Pty Limited contributed revenue of £2.6m and operating profit of £1.9m to the Group for the period between the
date of acquisition and the balance sheet date.
Acquisition related costs amounted to £0.1m.
Had the acquisition occurred on the 1 January 2014, the Group's revenue would have increased by £2.9m and its operating
profit by £1.8m.
On 2 June 2014, the Group acquired 100% of the issued share capital of Human Edge Software Corporation Pty Limited ('Human
Edge'), a company incorporated in Australia that provides student management systems primarily to the Australian schools
market.
This transaction has been accounted for by the purchase method of accounting. The total cost of acquisition was £14.0m, all
of which was paid up front; there is no deferred element to the consideration.
The provisional carrying amount of each class of Human Edge Software Corporation Limited's assets before combination is set
out below:
Bookvalue£'000 Acquisitionadjustments£'000 Provisional fair valueadjustments£'000 Provisional fair value£'000
Intangibleassets - - 5,168 5,168
Tradeandotherreceivables 5,256 (10) - 5,246
Cashandcashequivalents 2,732 - - 2,732
Tradeandotherpayables (2,520) 10 - (2,510)
Deferredtax liabilities - - (1,033) (1,033)
Netassetsacquired 5,468 4,135 9,603
Goodwillarisingonacquisition 4,348
Consideration Satisfiedby:
Cash consideration 13,951
The cash consideration paid by Tribal of £14.0m was satisfied through the Group's existing revolving loan facility. The net
cash out flow from the acquisition, after taking account of the cash acquired, was £11.2m.
The goodwill arising on the acquisition is attributable to synergies, the assembled workforce, and potential future
relationships, contracts and software.
Intangible assets arising on acquisition are in respect of the software (£3.0m) and customer relationships (£2.2m).
Human Edge Software Corporation Pty Limited contributed revenue of £0.3m and operating profit of £0.1m to the Group for the
period between the date of acquisition and the balance sheet date.
Acquisition related costs amounted to £0.2m.
Had the acquisition occurred on the 1 January 2014, the Group's revenue would have increased by £1.8m and its operating
profit by £0.5m.
18. Defined benefit schemes
Two of the Group's subsidiary undertakings participate in defined benefit pension schemes: Tribal Technology Limited
participates in the TfL Pension Fund, and Tribal Education Limited participates in the Federated Pension Plan and the
Prudential Platinum Pension Fund.
Payments to pension schemes in the period were £0.5m (2013: £0.7m).
19.Notetothecashflowstatement Reconciliationofoperating (loss)/profittooperatingcashflows
Sixmonthsended 30June2014£'000 Sixmonthsended30June2013£'000 Yearended31December2013£'000
Operating (loss)/profitfromcontinuingoperations (7,281) 5,294 15,591
Operatinglossfromclosedbusinesses - (65) (93)
(7,281) 5,229 15,498
Operatingprofitfromdiscontinuedoperations 64 358 725
Depreciationofproperty,plantandequipment 823 882 1,707
Impairment of goodwill 9,232 - -
Amortisation and impairment ofotherintangibleassets 4,649 1,277 2,894
Netpensioncredit - - (156)
Loss on disposal of property, plant and equipment 80 - -
Research and development credit (150) - (322)
Movement indeferredconsideration 13 - -
Share-based payments 381 641 780
Operatingcashflowsbeforemovementsinworkingcapital 7,811 8,387 21,126
Increaseininventories (204) (94) 190
Decrease/(increase)inreceivables 1,170 1,048 (1,326)
(Decrease)/increaseinpayablesandprovisions 5,648 (1,274) 824
Netcashfromoperatingactivitiesbeforetax 14,425 8,067 20,814
Taxpaid (1,897) (664) (2,168)
Netcashfromoperatingactivities 12,528 7,403 18,646
Netcashfromoperatingactivitiesbeforetaxcanbeanalysedasfollows:
Continuingoperations(excludingrestrictedcash) 11,526 7,808 16,413
Increase/(decrease)inrestrictedcash 2,863 165 3,955
14,389 7,973 20,368
Discontinued operations 36 94 446
14,425 8,067 20,814
20. Analysis of net debt
30 June2014£'000 30 June2013£'000 31 December2013£'000
Non restricted cash 8,258 7,120 2,791
Restricted cash 7,627 974 4,764
Gross cash 15,885 8,094 7,555
Syndicated bank facility (net of bank arrangement fees) (29,338) (17,432) (12,114)
Net debt (13,453) (9,338) (4,559)
Analysis of changes in net debt.
30 June2014£'000 30 June2013£'000 31 December2013£'000
Opening net debt (4,559) (9,850) (9,850)
Net increase/(decrease) in cash and cash equivalents 8,375 (302) (323)
Effect of foreign exchange rate changes (45) (28) (546)
(Increase)/decrease in bank loans (17,224) 842 6,160
Closing net debt (13,453) (9,338) (4,559)
Restricted funds represent funds restricted in use by the relevant commercial terms of certain trading contracts.
21. Contingent liabilities
The Group has received notification of a number of potential litigation claims, the majority of which relate to
discontinued activities. On the basis of legal advice, claims are being robustly contested as to the liability and quantum.
A provision of £0.8m (30 June 2013: £0.5m, 31 December 2013: £0.5m) has been made for defending these claims, where
appropriate (see note 16).
A cross-guarantee exists between Group companies in respect of bank facilities totalling £20.2m (30 June 2013: £13.2m, 31
December 2013 £5.9m).
In addition, the Company and its subsidiaries have provided performance guarantees issued by their banks on their behalf,
in the ordinary course of business totalling £8.9m (30 June 2013: 10.3m, 31 December 2013: £9.4m). These are not expected
to result in any material financial loss.
22. Related party disclosures
Transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation and
are not disclosed in this note. No material contract or arrangement has been entered into during the period, nor subsisted
at 30 June 2014, in which a director had a material interest. See note 18 for details of amounts paid to the Group's
pension schemes in the period.
The remuneration of the directors, who are the key management personnel of the Group, is set out below in aggregate for
each of the categories specified in IAS 24 'Related Party Disclosures'.
Six monthsended30 June2013£'000 Six monthsended30 June2012£'000 Yearended31 December2012£'000
Short-term employee benefits 488 469 1,272
Share-based payments 219 388 501
707 857 1,773
Responsibility statement
We confirm that to the best of our knowledge: (a) the condensed set of financial statements has been prepared in accordance with IAS 34 'Interim Financial Reporting'; (b) the interim management report includes a fair review of the information
required by DTR 4.2.7R (indication of important events during the first six months and description of principal risks and uncertainties for the remaining six months of the year); and (c) the interim management report includes a fair review of the
information required by DTR 4.2.8R (disclosure of related party transactions and changes therein).
By order of the Board
Keith EvansChief Executive Steve BreachGroup Finance Director
12 August 2014
Independent review report to Tribal Group plc
We have been engaged by the company to review the condensed set of financial statements in the half-yearly financial report
for the six months ended 30 June 2014, which comprises the condensed consolidated income statement, the condensed
consolidated statement of comprehensive income, the condensed consolidated balance sheet, the condensed consolidated
statement of changes in equity, the condensed consolidated cash flow statement and related notes 1 to 22. We have read the
other information contained in the half-yearly financial report and considered whether it contains any apparent
misstatements or material inconsistencies with the information in the condensed set of financial statements.
This report is made solely to the company in accordance with International Standard on Review Engagements (UK and Ireland)
2410 'Review of Interim Financial Information Performed by the Independent Auditor of the Entity' issued by the Auditing
Practices Board. Our work has been undertaken so that we might state to the company those matters we are required to state
to it in an independent review report and for no other purpose. To the fullest extent permitted by law, we do not accept
or assume responsibility to anyone other than the company, for our review work, for this report, or for the conclusions we
have formed.
Directors' responsibilities
The half-yearly financial report is the responsibility of, and has been approved by, the directors. The directors are
responsible for preparing the half-yearly financial report in accordance with the Disclosure and Transparency Rules of the
United Kingdom's Financial Conduct Authority.
As disclosed in note 2, the annual financial statements of the Group are prepared in accordance with IFRSs as adopted by
the European Union. The condensed set of financial statements included in this half-yearly financial report has been
prepared in accordance with International Accounting Standard 34, 'Interim Financial Reporting', as adopted by the European
Union.
Our responsibility
Our responsibility is to express to the company a conclusion on the condensed set of financial statements in the
half-yearly financial report based on our review.
Scope of review
We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410, 'Review of
Interim Financial Information Performed by the Independent Auditor of the Entity' issued by the Auditing Practices Board
for use in the United Kingdom. A review of interim financial information consists of making enquiries, primarily of
persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is
substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK and Ireland)
and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be
identified in an audit. Accordingly, we do not express an audit opinion.
Conclusion
Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial
statements in the half-yearly financial report for the six months ended 30 June 2013 is not prepared, in all material
respects, in accordance with International Accounting Standard 34 as adopted by the European Union and the Disclosure and
Transparency Rules of the United Kingdom's Financial Conduct Authority.
Deloitte LLP
Chartered Accountants and Statutory Auditor
Bristol, United Kingdom
12 August 2014
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