TIDMWIL
RNS Number : 5853F
Wilmington PLC
22 February 2018
22 February 2018
WILMINGTON PLC
('Wilmington', 'the Group' or 'the Company')
Financial Results for the six months ended 31 December 2017
Wilmington plc, the provider of information, education and
networking services in Risk & Compliance, Professional, and
Healthcare knowledge areas, today announces its interim results for
the six months ended 31 December 2017.
Financial Highlights
- Group revenues for the period up 6% (underlying(1) down 3%) to GBP58.2m (2016: GBP54.8m)
- Adjusted EBITA(2) increased 3% to GBP10.0m (2016: GBP9.7m)
- Adjusted EBITA margins(3) at 17.1% (2016: 17.7%) reflecting in part the additional
investment
in digitisation and automated marketing
- Adjusted Profit before Tax(4) up 2% to GBP9.0m (2016: GBP8.8m)
- Adjusted Earnings per Share(5) up 2% at 7.97p (2016: 7.81p)
- Operating Profit at GBP3.0m (2016: GBP5.9m)
- Profit before tax at GBP2.0m (2016: GBP5.0m)
- Basic Earnings per Share at 1.43p (2016: 4.43p)
- Deferred revenue up 9% to GBP26.3m (2016: GBP24.2m)
- Interim dividend increased 3% to 4.0p (2016: 3.9p), in line with progressive dividend
policy
Operational Highlights
- Risk & Compliance revenue up marginally on 2016 with pleasing growth from Axco offset by
lower
in-house compliance training revenue. Investment in new compliance product lines showing
good
momentum.
- Professional revenue down 5% with strong growth in Accountancy revenue offset by the loss
of unprofitable revenue associated with exiting the legal practice support market
- Healthcare revenue up 27% (down 3% on an underlying basis) driven by HSJ acquired January
2017
- Subscription and repeatable revenues at 77% of total revenue (2016: 78%)
- International revenues at 41% of total revenue (2016: 43%) reflecting HSJ boost to UK
revenue
- Successful move to new London headquarters and transformation of the IT infrastructure
enhances
the working environment for UK staff
- Digital learning and automated marketing investment progressing well
Board Changes
- Martin Morgan joins the Board as Chairman on 1 May 2018 as announced separately today
Acquisition Update
- Interactive Medica Group ("IM") acquisition, which was completed on 12 February 2018,
strengthens
Pharmaceutical data offerings, adds further scale and capability to the Healthcare
Division
and increases access to European markets
Current Trading and Outlook
- Mixed performance in the first half of the year
- Slower start to the year continues for Healthcare which has been impacted by weaker than
expected
sales to UK Pharmaceutical clients. Risk & Compliance and Accountancy (within
Professional)
performing well.
- As in previous years Wilmington's trading performance remains second half weighted
- Launch and roll out of new digital training programs and products showing promising
initial
traction
- Further investment in the second half in automated marketing and digitisation as
previously
announced
- Acquisition of IM expected to be earnings enhancing in first full year of ownership
- Overall trading is broadly in line with expectations for the full year
Pedro Ros, Chief Executive Officer, commented:
"We continue to make progress in digitising the business and
making our offering more relevant and bespoke to clients. During
the first half the Group has worked hard to transform its culture
and work practices, successfully completing the London property
move, with an emphasis on 'One Wilmington'.
The second half of the year tends to be more profitable for
Wilmington, and will be aided by recent acquisition contributions.
As we move into the next six months, we will continue to focus our
attention on developing and enhancing the next generation of
digital training products and learning support systems to leverage
rapidly changing client demands."
The information contained within this announcement is deemed to
constitute inside information as stipulated under the Market Abuse
Regulations (EU) No. 596/2014. Upon the publication of this
announcement this inside information is now considered to be in the
public domain.
(1) Underlying Revenue - Revenue eliminating the impact of any
acquisitions or disposals made in the year
(2) Adjusted EBITA - see note 5
(3) Adjusted EBITA margins - Adjusted EBITA divided by
Revenue
(4) Adjusted Profit before Tax - see note 5
(5) Adjusted Earnings per Share - see note 11
For further information, please contact:
Wilmington plc 020 7422 6800
Pedro Ros, Chief Executive Officer
Anthony Foye, Chief Financial Officer
FTI Consulting 020 3727 1000
Charles Palmer / Emma Hall / Leah Dudley
Notes to Editors
Wilmington plc is the recognised knowledge leader and partner of
choice for information, education and networking in Risk &
Compliance, Professional and Healthcare areas. Capitalised at
approximately GBP215 million, Wilmington floated on the London
Stock Exchange in 1995.
Operating and Financial Review
Revenue for the six-month period was up (6%) against the same
period last year (up 6% on a constant currency basis) supported by
the acquisition of Health Service Journal ("HSJ"). Adjusting for
acquisitions, underlying revenue was down 3%. Underlying revenue
performance partially reflects the exit from the legal practice
support market combined with delays previously highlighted in our
in-house compliance training assignments and a recent slowdown in
the UK Pharmaceutical area of our healthcare business. Wilmington
overall saw revenue growth in Risk & Compliance and 27% growth
in Healthcare driven by HSJ with the Professional division
marginally down.
Revenue grew GBP3.4m to GBP58.2m (2016: GBP54.8m) and Adjusted
EBITA grew GBP0.3m (3%) to GBP10.0m (2016: GBP9.7m). HSJ, acquired
in January 2017, contributed GBP4.8m to revenue and GBP0.9m to
EBITA. EBITA margins at 17.1% were down marginally, compared to
2016 (17.7%) reflecting to some extent the planned operational
investments in our digitisation initiatives and the start of the
rollout of Marketo(R) , our new automated marketing system outlined
in the 2017 annual report.
Finance costs, which include interest charges and associated
costs, increased to GBP1.0m from GBP0.9m reflecting the higher
average debt levels in this period compared to the same period in
2016. This higher level of debt is due primarily to GBP16.9m of
acquisition and related spend during 2017 offset by the GBP7.3m
received from the London property disposal in June 2017 and GBP4.5m
of related costs including leasehold improvements, termination
payments, and tax in respect of the replacement building.
The growth in Adjusted EBITA was offset by increased finance
costs and translated into Adjusted Profit before Tax up 2%
(GBP0.2m) to GBP9.0m (2016: GBP8.8m). Foreign currency translation
impacts were only marginal in the period.
Business Vision and Strategy
Our vision, which acts as our guide and underpins our strategy,
is:
"To be the recognised knowledge leader and partner of choice for
information, education and networking in Risk & Compliance,
Professional and Healthcare."
In achieving our vision, we aim to turn knowledge into
competitive advantage for our clients.
Wilmington's strategy is to further develop its business into a
knowledge-based model and structure focussing on serving the needs
of chosen communities with an overall objective of becoming a
single integrated international business. This business structure
will maximise Wilmington's opportunities to help its clients and
communities meet their information, education and networking
requirements as well as drive operational efficiencies. As part of
its evolution, Wilmington has, and is continuing to be, more
focussed on its core communities that provide a higher quality of
earnings.
Capital Markets Day
In May 2018 we will be hosting a Capital Markets Day at our new
London offices to showcase our products, our business leaders and
to explain in more detail our operational progress to date.
Learning management systems update
We have made further progress in developing products for the
evolving digital learning market. Wilmington, like its larger
competitors, is positioning itself to take advantage of rapidly
changing client demands and is investing, as well as in its
existing digital areas, into blended digital learning solutions,
courses and packages. In our operational decision-making process we
are increasingly taking a "digital first" approach to new training
product launches and in support we have invested significant
resource in setting up and developing the next generation of
digital training products and learning support systems. During
2016/17 we set up a dedicated e-learning team using Totara(c) as
our learning management system. Totara(c) integrates with other key
systems such as SalesForce and our new automated marketing system
Marketo(R) and provides the end-to-end platform for all our
products facilitating an ambitious and ultimately seamless roll out
of new digital training product.
As previously announced we have identified up to 250 existing
training courses across the Group which can be repurposed and
restructured as blended digital training products; learning and
building from the established pioneering digital training programs
of SWAT and AMT and coordinated by the newly formed e-learning
team. The blended approach uses a combination of reading materials,
online discussion forums, personalised support, interim assessments
and feedback to improve the user experience, outcomes and
ultimately the return on our client's investment. To date we have
46 existing training courses under conversion, to be completed by
the end of the year.
Wilmington already has an extensive back catalogue of digital
products including webinars, talking heads and multi-channel
products which are largely produced in dedicated facilities within
our UK offices.
We expect to see many commercial advantages from our digital
learning expansion aided by a greater ability to repurpose and
repackage products across Wilmington's communities and other
opportunities, for example allowing access to overseas markets
currently uneconomic for us to address. We expect these investments
and opportunities to be reflected in higher operating margins
principally in our Professional division in the medium term.
Update on Project Sixth Gear and New London Office
With the appointment of the new Divisional director for the
Professional Division on 1 July 2017 an emphasis of Project Sixth
Gear has been the closer integration of our post qualification
professional training businesses onto single integrated platforms.
As a result of this move towards single platforms in November 2017
we have also now completed the final integration of the remaining
UK credit control teams with all credit control activities now
based in Basildon.
During the period we initiated the migration of all our UK IT
infra-structure to a UK based third party specialist. In doing this
we are transforming our IT Services to improve the experience for
our global workforce in 24 offices. We are consolidating four IT
support functions into one, introducing 24/7 support for all staff,
and standardising our approach to business continuity. A shared
hosting facility for our internal systems giving us Tier 3 and ISO
27001 data centres for extra security and a common disaster
recovery position has also been introduced. A third of our
workforce is now benefitting from the new services, and we are on
track to complete the migration for all staff and offices by the
end of this financial year.
This initiative to outsource IT has not only strengthened our
systems and increased efficiency but has enabled improved
communication, work station flexibility and remote working as well
as reducing our office property requirements. The new structure,
whilst improving business continuity protection, also offers
flexible working for our people which in turn helps with talent
attraction and retention. The costs of this project were GBP1.1m
and are shown as an adjusting item. The project includes
restructuring costs in respect of our separate IT departments
across the UK.
On 2 January 2018 we officially opened our new centralised
London offices which now houses 300 of our London based staff and
consolidates our London office requirements. This investment
represents an important step in improving collaboration and moving
to the objective of a "One Wilmington" culture.
We are nearing the end of the consolidation process surrounding
Project Sixth Gear which we expect to be completed during
2017/18.
Acquisitions
On 12 February 2018 Wilmington completed the acquisition of the
Interactive Medica group of companies ("IM") for an initial net
cash consideration of EUR2.2m with an adjustment for working
capital, and further deferred consideration of up to EUR1.6m
subject to IM achieving stretching annual revenue targets for the
periods to 31 December 2019.
IM provides Wilmington with the high-quality technology
solutions that enables the users of our market leading information
to capture, present and analyse both numeric and text information.
The addition of the IM technology will offer Wilmington's
pharmaceutical clients the ability to support an increasingly
complex "go to market" strategy which in turn will enable them to
engage with multiple stakeholders in the healthcare ecosystem.
In recent years, the increased sophistication of sales messages
and the need to demonstrate cost effective outcomes for drugs and
other products to be adopted by national health services or private
insurers, has meant it is more important than ever to have access
to the right information at the right time. IMs proven technology
will not only enhance Wilmington's existing product offerings in
the UK but will increase its ability to access other European
markets; an area where Wilmington is actively looking to expand its
offerings.
Wilmington has been acquisitive in the past and we will continue
to review opportunities to enhance growth and to add expertise
through selective earnings enhancing acquisitions consistent with
our strategy. Our priority areas for capital allocation remain
compliance, insurance and healthcare as we focus on adding further
scale and expertise to our existing market positions.
Our People
As an increasingly digital information education and networking
business, operating in dynamic and competitive markets, we are
fundamentally reliant upon the quality and professionalism of our
people. We would once again like to express our own and our fellow
Board members' appreciation of the hard work and dedication of all
our people. We would also like to take the opportunity to welcome
our new colleagues from Interactive Medica to the Wilmington
family.
Board changes
Following from the announcement of Mark Asplin's intention to
step down as Chairman we are pleased to announce the appointment of
Martin Morgan as Chairman. Martin Morgan will take over as Chairman
on 1 May 2018.
We are also pleased to confirm, as previously announced, that
Richard Amos will join the Board on 1 March 2018 succeeding Anthony
Foye as Chief Financial Officer.
Dividend
The Board's policy is to pay a progressive dividend reflecting
our confidence in the vision and resilience of our business models.
We are pleased to confirm that the interim dividend for this year
will be 4.0p (2016: 3.9p) per share, an increase of 3% on last
year. It is the Board's intention to maintain its progressive
dividend policy whilst ensuring that a suitable dividend cover of
at least two times adjusted earnings per share compared to the
dividend per share is maintained.
The interim dividend of 4.0p per share will be paid on 6 April
2018 to shareholders on the share register as at 9 March 2018, with
an associated ex-dividend date of 8 March 2018.
Business Review
Risk and Compliance (34% of Group revenue, 43% of Group
contribution)
This division provides in-depth regulatory and compliance
accredited training and information, market intelligence, and
analysis. It focuses on the international financial services and
international insurance markets as well as the UK pensions
industry. The main community that uses our offerings is risk and
compliance officers globally.
2017 2016 Movement
GBP'm GBP'm GBP'm %
Revenue 19.6 19.5 0.1 0
Contribution 5.2 5.6 -0.4 -7
Margin % 27 29
Divisional revenue was up GBP0.1m compared to 2016. We saw
excellent growth from the Risk businesses offsetting a slight
decrease in the compliance businesses with Axco our insurance
market intelligence business recording encouraging growth of
8%.
Compliance
Our Compliance business, which accounts for just over 50% of the
division's revenue, saw revenue down by GBP0.3m compared to a
strong comparator in 2016 largely due to client delays and
rescoping of some in-house training assignments. We did however
continue to see good performances in online and in public courses
as well as growth in the new audit programs supported by continued
strong momentum from the ICA membership drive. Reflected in the
in-house delays we are seeing a growing trend away from larger
enterprise wide assignments to specialist, more labour intensive
bespoke assignments which now account for around 30% of our
in-house program (up from around 10% last year). This combined with
a downscale and rescope of one of the two major contracts we had
won last year has reduced our expected in-house revenue in the
first six months. In response to this new trend we have been
increasing our library of accredited compliance programs and now
have 47 courses (which compares to 43 courses last year).
The contract pipeline for in-house projects for both general and
bespoke training remains robust and this, combined with deferred
revenue up GBP0.7m (20%) at 31 December 2017, provides
encouragement for the start of the second half year.
During the period we downsized our US office which was opened
last year but had not gained the traction we had hoped for in US
public courses. We transferred the responsibility for the US
corporate in-house assignments won in the US to our team in the UK
but the costs and lack of revenue resulted in an overall
operational loss of GBP0.2m in the period.
Our audit training business ("ICA Audit") which provides support
to client financial enterprises seeking to achieve ISO 19600
(Compliance Management Systems) has performed well in the period
and has won further contracts with the forward pipeline building
strongly.
Compliance Week US Governance Risk and Compliance ("GRC") events
and information business reported revenue up 16% responding to the
ongoing program of investment in new content and technology to
reposition the business as a GRC resource centre which started in
2016/17.
The continued strong underlying performance and activity across
our compliance businesses, notwithstanding the first six months,
reflects general demand for accredited compliance training and
qualifications and information supplied globally both for
individual professionals and as part of corporate assignments. That
demand is also reflected in growth of 27% in membership of the ICA,
the global association for compliance professionals, over the
period. Membership of the ICA has more than doubled over the last
12 months.
Risk
The Risk part of the division contains our insurance businesses:
Axco, ICP and Inese and our Pensions business Pendragon. Overall
revenue growth was 4% with Axco, the industry leading provider of
insurance market intelligence, regulation and compliance
information, reporting an 8% growth in revenue.
Overall divisional contribution was down GBP0.4m to GBP5.2m
(2016: GBP5.6m). Margins were also down, reflecting, inter alia,
reduced in-house compliance training revenue with an increased
technical salary cost base to respond to the demand for more
bespoke content and courses.
Professional (32% of Group revenue, 25% of Group
contribution)
This division includes Wilmington's financial training
businesses, financial networking events and our repositioned legal
product lines. The Professional division provides expert and
technical training as well as support services to professionals in
corporate finance and capital markets and to qualified lawyers,
expert witnesses and accountants in the UK in both the profession
and in industry. This division serves primarily tier 1 banks, the
international financial services industry, US Capital Markets and
small to medium sized professional accountancy and law firms.
2017 2016 Movement
GBP'm GBP'm GBP'm %
Revenue 18.5 19.5 -1.0 -5
Contribution 3.0 2.7 0.3 10
Margin % 16 14
Divisional revenue declined GBP1.0m (5%) of which the
discontinued legal practice support business accounted for
GBP0.5m.
The Accountancy products performed strongly, boosted by demand
for courses on recent technical accounting changes including new UK
GAAP and the impact on small and micro-entities. Wilmington also
supports over 1500 practices in summarising the business context of
the annual UK fiscal Budget for their clients. The impact of moving
the annual UK fiscal budget from March to November meant a
proportion of this revenue stream was realised in the first half of
the year rather than the second half.
The legal product lines have seen a levelling out of demand
previously associated with the October Continuing Professional
Education ("CPE") year following the recent change to the CPE
requirements. Investment bank training performed well with big
client retentions and wins offset by slightly more challenged
trading in the Asia Pacific market.
Good initial progress has been made on rolling out digital
products as explained earlier in this report.
The division increased profits by GBP0.3m and increased
associated margins benefiting from removing the loss making legal
practice support revenue as well as good overhead control and the
encouraging performance from the Accountancy product lines.
The next six months look encouraging with deferred revenue up
4%.
Healthcare (34% of Group revenue, 32% of Group contribution)
The Healthcare division provides analysis and clarity to
customer-focused organisations predominantly in the Healthcare and
Life Science markets, enabling them to better understand and
connect with their markets. This division includes our UK
healthcare information businesses, our Paris based European
healthcare news agency, healthcare networking events and our legacy
non-healthcare data suppression and charity information businesses.
The main communities that use our offerings are healthcare
professionals on an increasingly global basis.
2017 2016 Movement
GBP'm GBP'm GBP'm %
Revenue 20.1 15.8 4.3 27
Contribution 3.9 3.4 0.5 15
Margin % 20 22
Divisional revenue grew GBP4.3m (27%) driven by a maiden
contribution from HSJ (GBP4.8m) which performed well.
Non-healthcare revenue which represents an increasingly smaller
proportion of the division at 17% was down by GBP0.2m to GBP3.4m
(2016: GBP3.6m) as expected. Overall revenue was down 3% on an
underlying basis.
Within the division the Wilmington healthcare business
(excluding HSJ) had a slower start than anticipated with overall
revenue down 2% (GBP0.3m) albeit against a strong comparative
period last year. High margin pharmaceutical contract wins in the
traditionally strong November and December months, which mark the
end of the UK pharmaceutical financial year, were weaker than
expected, down GBP0.5m. This weaker demand was caused by delays and
uncertainty over areas such as GDPR, and the greater involvement of
the procurement function, all of which have started to feature in
our clients' extended decision-making process. We have also
continued to experience competitive pressures, particularly from
Pan-European data offerings, which we will be in a better position
to counter following the IM acquisition.
Deferred revenue increased by 20% (23% constant currency) led by
HSJ and US healthcare events, but this was partly offset by UK
healthcare deferred revenue which was down by GBP1.1m reflecting
the revenue performance issues outlined above in December and
November.
The sales pipeline for the second half of the year for the UK
Healthcare pharmaceutical business is not as strong as we would
have expected. Combined with the reduction of GBP1.1m in UK
deferred income and a planned reduction in the number of US
healthcare events this will make revenue growth more challenging
overall for the full year.
Benefiting from a contribution of GBP0.9m from HSJ, overall
contribution increased by 15% (GBP0.5m) to GBP3.9m (2016:
GBP3.4m).
Group Overheads
Group overheads, which include plc Board costs, head office
salaries, as well as unallocated central overheads, increased by
GBP0.1m to GBP1.9m (2016: GBP1.7m).
Foreign Currency
All of our divisions are to varying degrees affected by
translation impacts from foreign currency exchange rate movements.
Wilmington in the year to 30 June 2017 generated around 20% of its
revenue in US $ and 10% in Euros. During the year the Group entered
into foreign currency contracts to sell $10m at an average rate of
$1.31 and EUR5.0m at an average rate of EUR1.14 which was 80% of
the expected net currency earnings for 2017/18.
Current Trading and Outlook
The performance of the Group in the first half year has been
mixed. Healthcare has had a slower start than expected (which is
continuing) whilst other parts of our business, particularly
Insurance and Accountancy and our investments in new compliance
products and content, are performing well.
The second half of the year tends to be more profitable for
Wilmington and will be boosted by the expected positive impacts
from IM and from the addition of a full six months of HSJ. The new
areas of compliance, in addition to Insurance and Accountancy, have
performed well and continue to do so. The second half of the year
has also started well for in-house compliance assignments
recovering from a slow start, and benefiting from the growth in
deferred revenue at 31 December 2017. In the case of our Healthcare
division non-pharma product demand is performing as expected but
sales in the UK pharmaceutical side of the business continue to be
adversely affected by uncertainties over GDPR, clients' extended
decision making process, and the impact of Pan-European
competition. All of these factors have also been reflected in a
reduction to deferred revenue at 31 December 2017.
We continue to see tighter regulatory control and more complex
legislation implemented in many of our key markets which in turn
continues to drive the demand for our products and services
globally. The Board will continue to review opportunities to add
additional growth and expertise through organic investment and
selective earnings enhancing acquisitions consistent with our
strategy with emphasis on compliance, insurance and healthcare.
As we move into the second half, we look forward to delivering
another good set of results for the full year with the business
performing broadly in line with expectations.
Financial Review
Adjusted Results
Reference is made in this financial review to adjusted results
as well as the equivalent statutory measures. Adjusted results, in
the opinion of the Directors, can provide additional relevant
information on our future or past performance where equivalent
information cannot be presented using financial measures under
IFRS. Adjusted results exclude adjusting items, profit on disposals
of property, plant and equipment (to the extent it is material or
significant in nature) goodwill impairment and intangible
amortisation excluding computer software. As previously disclosed
in the 2017 Annual Report, share based payments are now included in
operating expenses and the adjusted results in all periods have
been updated to reflect this.
2017 2016 Movement
GBP'm GBP'm GBP'm %
Revenue 58.2 54.8 3.4 6
Adjusted EBITA 10.0 9.7 0.3 3
Margin % 17.1 17.7
Revenue
Revenue for the six months to 31 December 2017 increased by
GBP3.4m (6%) to GBP58.2m (2016: GBP54.8m). Excluding the impact of
acquisitions, underlying revenue was down 3% (2016 down 2%).
Operating Expenses before amortisation of intangibles excluding
computer software, impairment of goodwill and intangible assets and
adjusting items
Operating expenses before amortisation of intangibles excluding
computer software, impairment of goodwill and intangible assets and
adjusting items, were GBP48.2m (2016: GBP45.1m) up 7% reflecting,
inter alia, ongoing investment in new staff and new systems.
Adjusting Items - included in Operating Expenses
Adjusting items of GBP3.5m (2016: GBP0.9m) includes GBP1.9m
costs in respect of the London property portfolio review, GBP1.1m
in respect of the IT outsourcing project. GBP0.2m increase in
deferred consideration payable in respect of SWAT following
improved financial forecasts, GBP0.2m in respect of aborted
disposal expense and GBP0.1m of Project Sixth Gear costs.
Amortisation of Intangible Assets (excluding computer
software)
Amortisation of intangible fixed assets (excluding computer
software) at GBP3.4m (2016: GBP2.8m) reflecting six months of
amortisation of intangible fixed assets arising on the acquisition
of HSJ acquired in January 2017.
Operating Profit
Operating profit was GBP3.0m compared to an operating profit of
GBP5.9m in 2016 due to additional adjusting items of GBP2.6m and
additional amortisation of GBP0.6m, offset by increased adjusted
EBITA (see note 5) which increased from GBP9.7m to GBP10.0m.
Finance Costs
Finance costs, which consist of interest payable and bank
charges, were up GBP0.1m from GBP0.9m to GBP1.0m reflecting, inter
alia, increased debt associated with GBP16.9m spent on the
acquisition of HSJ and related costs since 1 January 2017 offset by
net cash inflows from the disposal of our Underwood Street London
property and strong cash generation.
Wilmington typically converts over 100% of its adjusted EBITA
into funds from operations before adjusting items over a
twelve-month financial period. The Group sees slightly lower cash
conversion in the first half of its financial year and cash
conversion in this period was at 78% compared to 82% last year.
Profit before Taxation
Profit before taxation was down GBP3.0m from GBP5.0m to
GBP2.0m.
Taxation
Taxation decreased by GBP0.4m to GBP0.8m from GBP1.2m. The
decrease in the tax expense is due to lower taxable profits but the
higher average tax rate at 38% (2016: 23%) reflects inter alia
GBP2.3m of adjusting items which do not attract a deduction for
corporation tax purposes, and a deferred tax credit resulting from
changes to the US corporation tax rate.
The underlying tax rate which ignores the tax effects of
adjusting items was 22% (2016: 23%) which is the underlying rate we
anticipate for the remainder of this financial year.
Earnings per Share
Adjusted Basic Earnings per Share increased by 2% to 7.97p
(2016: 7.81p). Basic earnings per share decreased to 1.43p from
4.43p and diluted earnings per share decreased to 1.41p from
4.39p.
Goodwill
Goodwill decreased by GBP1.2m to GBP84.8m since 30 June 2017 due
to currency translation impacts and a change in the provisional
value of the deferred tax liability arising on the acquisition of
Health Services Journal in the year ended 30 June 2017.
Intangible Assets
Intangible assets decreased since 30 June 2017 by GBP3.4m
reflecting additions of GBP1.0m offset by exchange rate movements
of GBP0.4m and offset by amortisation of GBP4.0m.
Property, Plant and Equipment
Property, plant and equipment increased since 30 June 2017 by
GBP2.0m to GBP6.4m reflecting additions to tangible fixed assets of
GBP2.9m including GBP2.4m of leasehold improvements, furniture and
computer equipment relating to the London head office move.
Trade and Other Receivables
Trade and other receivables decreased by GBP1.6m compared to 31
December 2016 reflecting receivables transferred with the
acquisition of HSJ offset by improved cash collection following the
movement of all UK credit control functions to Basildon.
Trade and Other Payables
Trade and other payables, which include deferred revenue, were
up GBP4.7m compared to 31 December 2016 reflecting the increase in
trade payables of GBP2.6m and GBP2.1m increase in subscriptions and
deferred revenue.
Subscriptions and deferred revenue, which represents revenue
received in advance increased by 9% from GBP24.2m in 2016 to
GBP26.3m. Underlying growth was 1% (constant currency) and HSJ
contributed GBP2.2m to the increase. There was strong growth in
deferred revenue balances for Compliance up 20% (GBP0.7m),
Professional up 4%, offset by Healthcare (excluding FRA) down
GBP1.1m, and Axco down GBP0.2m. FRA's deferred revenue was up
GBP0.3m.
Net Debt
Net debt, which includes cash and cash equivalents, bank loans
and bank overdrafts, was GBP45.9m (2016: GBP40.6m), an increase of
GBP5.3m. Net debt increased, inter alia, due to the acquisitions of
HSJ for GBP16.9m offset by good operating cash flow. In support of
the acquisition of HSJ the Group increased its debt facility to
GBP85.0m from GBP65.0m on 17 January 2017 under the accordion
provision of the loan agreement. On 24 November 2017 this facility
was reduced by GBP10.0m to GBP75.0m.
Current Tax Liabilities
Current tax liabilities were down by GBP0.1m to GBP0.7m at 31
December 2017.
Deferred Consideration
The liabilities of GBP1.5m and GBP0.9m relate to the deferred
cash payments to the vendors of SWAT of GBP1.3m and to the vendors
of Evantage of GBP1.1m.
Dividend
It is the Board's intention to pay a progressive dividend whilst
ensuring a cover of at least two times the Group's adjusted
earnings per share over the dividend per share in respect of the
financial year. An interim dividend of 4.0p per share (December
2016: 3.9p) will be paid on 6 April 2018 to shareholders on the
register as at 9 March 2018, with an associated ex-dividend date of
8 March 2018.
Pedro Ros Anthony M Foye
Chief Executive Officer Chief Financial Officer
Officers
Directors:
Mark Asplin
Non-Executive Chairman
Pedro Ros
Chief Executive Officer
Anthony Foye
Chief Financial Officer
Derek Carter
Senior Independent
Non-Executive Director
Nathalie Schwarz
Non-Executive Director
Paul Dollman
Non-Executive Director
Company Secretary:
Daniel Barton
Registered Office:
10 Whitechapel High Street
London
E1 8QS
Tel: +44 (0)20 7490 0049
Company Registration Number:
3015847
Consolidated Income Statement
Year
ended
Six months Six months
ended 31 ended 31
December December 30 June
2017 2016 2017
GBP'000 GBP'000 GBP'000
Notes (unaudited) (unaudited) (audited)
Continuing operations
Revenue 6 58,159 54,813 120,329
Operating expenses before amortisation of
intangibles excluding computer software,
impairment of goodwill and intangible assets
and adjusting items (48,201) (45,100) (96,977)
Adjusting items 7 (3,526) (947) (3,468)
Amortisation of intangibles excluding computer
software 7 (3,407) (2,820) (6,028)
Impairment of goodwill and intangible assets 7 - - (2,366)
----------------------------------------------- ----- ------------ ------------ ----------
Operating expenses (55,134) (48,867) (108,839)
Other income - gain on sale of leasehold
property 7b - - 6,333
------------ ------------ ----------
Operating profit 3,025 5,946 17,823
------------ ------------ ----------
Finance costs 8 (986) (915) (1,961)
------------ ------------ ----------
Profit before tax 5 2,039 5,031 15,862
------------ ------------ ----------
Taxation 9 (775) (1,160) (2,988)
------------ ------------ ----------
Profit for the year 1,264 3,871 12,874
------------ ------------ ----------
Attributable to:
Owners of the parent 1,245 3,853 12,836
Non-controlling interests 19 18 38
------------ ------------ ----------
1,264 3,871 12,874
Earnings per share attributable to the owners
of the parent:
Basic (p) 11 1.43 4.43 14.72
Diluted (p) 11 1.41 4.39 14.62
------------ ------------ ----------
Adjusted earnings per share attributable
to the owners of the parent:
Basic (p) 11 7.97 7.81 19.05
Diluted (p) 11 7.91 7.76 18.91
------------ ------------ ----------
The notes on pages 17 to 31 are an integral part of these
consolidated financial statements.
Consolidated Statement of Comprehensive Income
Six months Six months Year
ended ended ended
31 December 31 December 30 June
2017 2016 2017
(unaudited) (unaudited) (audited)
GBP'000 GBP'000 GBP'000
Profit for the period 1,264 3,871 12,874
Other comprehensive income/(expense):
Items that may be reclassified subsequently
to the Income Statement
------------- ------------- ----------
Fair value movements on interest rate swap
(net of tax) 150 336 431
Currency translation differences (909) 1,703 939
Net investment hedges (net of tax) 437 (1,034) (395)
------------- ------------- ----------
Other comprehensive (expense)/income for
the period, net of tax (322) 1,005 975
------------- ------------- ----------
Total comprehensive income for the period 942 4,876 13,849
------------- ------------- ----------
Attributable to:
Owners of the parent 923 4,858 13,811
Non-controlling interests 19 18 38
------------- ------------- ----------
942 4,876 13,849
------------- ------------- ----------
Items in the statement above are disclosed net of tax. The notes
on pages 17 to 31 are an integral part of these financial
statements.
Consolidated Balance Sheet
31 December 31 December 30 June
2017 2016 2017
(unaudited) (unaudited) (audited)
Notes GBP'000 GBP'000 GBP'000
Non-current assets
Goodwill 12 84,812 73,737 86,028
Intangible assets 12 28,526 29,879 31,911
Property, plant and equipment 12 6,443 4,899 4,444
Deferred tax assets 590 703 820
Derivative financial instruments 4 36 - -
------------ ------------ ----------
120,407 109,218 123,203
------------ ------------ ----------
Current assets
Trade and other receivables 13 28,233 29,881 28,444
Derivative financial instruments 4 178 - -
Cash and cash equivalents 11,965 17,233 10,687
------------ ------------ ----------
40,376 47,114 39,131
------------ ------------ ----------
Total assets 160,783 156,332 162,334
------------ ------------ ----------
Current liabilities
Trade and other payables 14 (49,612) (44,914) (52,330)
Current tax liabilities (735) (787) (1,932)
Deferred consideration - cash settled (1,477) (177) (177)
Derivative financial instruments 3a (29) (1,474) -
Borrowings 15 (1,647) (1,237) (925)
(53,500) (48,589) (55,364)
Non-current liabilities
Borrowings 15 (55,844) (56,220) (49,353)
Deferred consideration - cash settled (951) (2,252) (2,305)
Derivative financial instruments 3a (510) (769) (662)
Deferred tax liabilities (3,213) (4,154) (4,585)
Provision for future purchase of
non-controlling interests - (100) (100)
------------ ------------ ----------
(60,518) (63,495) (57,005)
------------ ------------ ----------
Total liabilities (114,018) (112,084) (112,369)
------------ ------------ ----------
Net assets 46,765 44,248 49,965
------------ ------------ ----------
Equity
Share capital 16 4,371 4,362 4,362
Share premium 16 45,225 45,225 45,225
Treasury shares 16 (96) (96) (96)
Share based payments reserve 814 683 898
Translation reserve 2,632 4,305 3,541
Accumulated losses (6,235) (10,297) (4,051)
------------ ------------ ----------
Equity attributable to owners of
the parent 46,711 44,182 49,879
Non-controlling interests 54 66 86
------------ ------------ ----------
Total equity 46,765 44,248 49,965
------------ ------------ ----------
The notes on pages 17 to 31 are an integral part of these
consolidated financial statements.
Consolidated Statement of Changes in Equity
Share capital,
share premium Share
and treasury based Non-
shares (note payments Translation Accumulated controlling Total
16) reserve reserve losses Total interests equity
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
At 30 June 2016
(audited) 49,478 886 2,602 (10,116) 42,850 153 43,003
Profit for the
period - - - 3,853 3,853 18 3,871
Other comprehensive
income/(expense)
for the period - - 1,703 (698) 1,005 - 1,005
49,478 886 4,305 (6,961) 47,708 171 47,879
Dividends - - - (3,749) (3,749) (105) (3,854)
Issue of share
capital 13 (466) - 453 - - -
Share based
payments - 263 - - 263 - 263
Tax on share based
payments - - - (40) (40) - (40)
At 31 December 2016
(unaudited) 49,491 683 4,305 (10,297) 44,182 66 44,248
--------------- ---------- -------------- -------------- --------- ------------- ---------
Profit for the
period - - - 8,983 8,983 20 9,003
Other comprehensive
(expense)/income
for the period - - (764) 662 (102) - (102)
49,491 683 3,541 (652) 53,063 86 53,149
Dividends - - - (3,401) (3,401) - (3,401)
Share based
payments - 215 - - 215 - 215
Tax on share based
payments - - - 2 2 - 2
At 30 June 2017
(audited) 49,491 898 3,541 (4,051) 49,879 86 49,965
Profit for the
period - - - 1,245 1,245 19 1,264
Other comprehensive
(expense)/income
for the period - - (909) 587 (322) - (322)
49,491 898 2,632 (2,219) 50,802 105 50,907
Dividends - - - (4,019) (4,019) (62) (4,081)
Issue of share
capital 9 (384) - 375 - - -
Share based
payments - 300 - - 300 - 300
Tax on share based
payments - - - (27) (27) - (27)
Movements in
non-controlling
interests - - - (345) (345) 11 (334)
At 31 December 2017
(unaudited) 49,500 814 2,632 (6,235) 46,711 54 46,765
--------------- ---------- -------------- -------------- --------- ------------- ---------
The notes on pages 17 to 31 are an integral part of these
consolidated financial statements.
Consolidated Cash Flow Statement
Six months ended 31 Six months ended 31 Year ended 30
December 2017 December 2016 June 2017
(unaudited) (unaudited) (audited)
Notes GBP'000 GBP'000 GBP'000
Cash flows from operating
activities
Cash generated from operations
before adjusting items 17 7,728 7,962 26,653
Cash flows for adjusting items
- operating activities (1,176) (1,073) (1,510)
Cash flows from share based
payments (50) (87) (87)
------------------------- -------------------------- ----------------
Cash generated from operations 6,502 6,802 25,056
Interest paid (1,027) (880) (1,656)
Tax paid (2,518) (1,996) (3,905)
------------------------- -------------------------- ----------------
Net cash generated from
operating activities 2,957 3,926 19,495
------------------------- -------------------------- ----------------
Cash flows from investing
activities
Purchase of businesses net of
cash acquired - (2,122) (19,005)
Deferred consideration paid (205) (1,295) (1,295)
Purchase of non-controlling
interests (335) - -
Cash flows for adjusting items
- investing activities (781) (116) (1,327)
Purchase of property, plant
and equipment (2,860) (579) (1,300)
Cash flows from sale of
leasehold property - - 7,300
Proceeds from disposal of
property, plant and equipment 31 21 43
Purchase of intangible assets (1,047) (888) (1,599)
------------------------- -------------------------- ----------------
Net cash used in investing
activities (5,197) (4,979) (17,183)
------------------------- -------------------------- ----------------
Cash flows from financing
activities
Dividends paid to owners of
the parent (4,019) (3,749) (7,150)
Dividends paid to
non-controlling interests (62) (105) (105)
Share issuance costs (8) (5) (5)
Cash flows for adjusting items
- financing activities (23) - (146)
Increase in bank loans 8,000 11,650 27,702
Decrease in bank loans (1,000) (3,546) (25,593)
Net cash generated from/(used
in) financing activities 2,888 4,245 (5,297)
------------------------- -------------------------- ----------------
Net increase/(decrease) in
cash and cash equivalents,
net of bank overdrafts 648 3,192 (2,985)
Cash and cash equivalents, net
of bank overdrafts, at
beginning of the period 9,762 12,438 12,438
Exchange (losses)/gains on
cash and cash equivalents (92) 366 309
------------------------- -------------------------- ----------------
Cash and cash equivalents, net
of bank overdrafts at end of
the period 10,318 15,996 9,762
------------------------- -------------------------- ----------------
Reconciliation of net debt
------------------------- -------------------------- --------------
Cash and cash equivalents at
beginning of the period 10,687 14,642 14,642
Bank overdrafts at beginning
of the period 15 (925) (2,204) (2,204)
Bank loans at beginning of the
period 15 (49,781) (47,126) (47,126)
------------------------- -------------------------- --------------
Net debt at beginning of the
period (40,019) (34,688) (34,688)
Net increase/(decrease) in
cash and cash equivalents
(net of bank overdrafts) 556 3,558 (2,676)
Net drawdown in bank loans (7,000) (8,104) (2,109)
Exchange gain/(loss) on bank
loans 570 (1,376) (546)
------------------------- -------------------------- --------------
Cash and cash equivalents at
end of the period 11,965 17,233 10,687
Bank overdrafts at end of the
period 15 (1,647) (1,237) (925)
Bank loans at end of the
period 15 (56,211) (56,606) (49,781)
------------------------- -------------------------- --------------
Net debt at end of the period (45,893) (40,610) (40,019)
------------------------- -------------------------- --------------
The notes on pages 17 to 31 are an integral part of these
consolidated financial statements.
Notes to the Financial Results
General information
The Company is a public limited company incorporated and
domiciled in the UK. As of 15 December 2017 the address of its
registered office is 10 Whitechapel High Street, London, E1 8QS.
Prior to this date, the registered office address was 6 - 14
Underwood Street, London, N1 7JQ.
The Company is listed on the Main Market on the London Stock
Exchange. The Company is a provider of information, education and
networking to the professional markets.
This condensed consolidated interim financial information
('Interim Information') was approved for issue on
21 February 2018.
The Interim Information is neither reviewed nor audited and does
not comprise statutory accounts within the meaning of Section 434
of the Companies Act 2006. Statutory accounts for the year ended 30
June 2017 were approved by the Board of Directors on 12 September
2017 and subsequently filed with the Registrar. The report of the
auditors on those accounts was unqualified, did not contain an
emphasis of matter paragraph and did not contain any statement
under Section 498 of the Companies Act 2006.
1. Basis of preparation
This Interim Information for the six months ended 31 December
2017 has been prepared in accordance with the Disclosure and
Transparency Rules of the Financial Conduct Authority and in
accordance with IAS 34 'Interim Financial Reporting' as adopted by
the European Union. The Interim Information should be read in
conjunction with the Annual Financial Statements for the year ended
30 June 2017 which have been prepared in accordance with IFRSs as
adopted by the European Union, and are available on the Group's
website: wilmingtonplc.com.
The Group's forecast and projections, taking account of
reasonably possible changes in trading performance, show that the
Group will be able to operate well within the level of its current
banking facilities. The Directors have therefore adopted a going
concern basis in preparing the Interim Information.
2. Accounting policies
The accounting policies applied are consistent with those of the
Annual Financial Statements for the year ended 30 June 2017, as
described in those Annual Financial Statements. The following new
standards, amendments and interpretations have been adopted in the
current year:
International Financial Reporting Standards (IFRS/IAS) Effective for
accounting periods
starting after
------------------------------------------------------------ --------------------
IAS 7 * Disclosure initiative - Amendments to IAS 7 1 January 2017
IAS 12 Recognition of Deferred Tax Assets for Unrealised 1 January 2017
* Losses - Amendments to IAS 12
IFRS 12 Annual improvements 2014-2016 cycle 1 January 2017
*
The following new standards and amendments to standards have
been issued but are not yet effective for the purpose of the
Interim Report and have not been early adopted.
International Financial Reporting Standards (IFRS/IAS) Effective for
accounting periods
starting after
--------------------------------------------------------- --------------------
IFRS 2 Classification and Measurement of Share Based 1 January 2018
* Payment Transactions - Amendments to IFRS 2
IFRS 9 Financial Instruments 1 January 2018
IFRS 15 Revenue from Contracts with Customers 1 January 2018
IFRS 16 Leases 1 January 2019
*
IAS 28 Investments in Associates and Joint Ventures 1 January 2019
*
Management is currently assessing the impact of the above new
standards. In advance of the year starting 1 July 2018, the Group
will put in place necessary processes to capture all of the
adjustments and additional disclosures required for those standards
taking effect before this date.
2. Accounting policies (continued)
IFRS 15 Revenue from Contracts with Customers replaces IAS 18
Revenue and related interpretations, introducing a single,
principles based approach to the recognition and measurement of
revenue from all contracts with customers. The new approach
requires identification of performance obligations in a contract
and revenue to be recognised when or as those performance
obligations are satisfied, as well as additional disclosure. The
Group is currently in the process of completing its review of the
potential impact of adopting IFRS 15. The necessary processes to
capture all of the adjustments and any additional disclosures
required under IFRS 15 will be put into place before the beginning
of the year starting 1 July 2018.
As previously disclosed in the 2017 Annual Report, the 2016
Annual Report was subject to review by the FRC in accordance with
their routine statutory responsibilities. In response to the
queries raised in this review, management liaised with the FRC to
discuss and impartially evaluate the Annual Report and its
compliance with IFRS and ESMA guidelines. As a result of the review
and subsequent discussions the 2017 Annual Report included some
enhanced disclosures which improved the quality of information
presented. These enhanced disclosures, where relevant, have been
reflected in the Interim Information presented for the six months
ended 31 December 2017.
3. Principal risks and uncertainties
The principal risks and uncertainties that affect the Group are
as stated on pages 25 to 33 of the strategic report in the Annual
Report and Financial Statements for the year ended 30 June 2017.
These remain unchanged since this date. The main financial risks
that affect the Group are:
(a) Interest rate risk
Risk
The Group financing arrangements include external debt that is
subject to a variable interest rate. The Group is consequently
exposed to cash flow volatility arising from fluctuations in market
interest rates applicable to that external finance. In particular,
interest is charged on the GBP56m (2016: GBP57m) amount drawn down
on the revolving credit facility at a rate of between 1.50 and 2.25
per cent above LIBOR depending upon leverage. Cash flow volatility
therefore arises from movements in the LIBOR interest rates. Any
undrawn amounts are charged a commitment fee at a rate of 0.9%
(2016: 0.9%).
Group policy
The Group policy is to enter into interest rate swap contracts
to maintain the ratio of fixed to variable rate debt at a level
that achieves a reasonable cost of debt whilst reducing the
exposure to cash flow volatility arising from fluctuations in
market interest rates.
Risk management arrangements
The Group's interest rate swap contracts offset part of its
variable interest payments and replace them with fixed payments. In
particular, the Group has hedged its exposure to the LIBOR part of
the interest rate via interest rate swaps, as follows:
-- a $7.5m interest rate swap commencing on 13 July 2015 and
ending on 1 July 2020, whereby the Group receives interest on $7.5m
based on the US Dollar LIBOR rate and pays interest on $7.5m at a
fixed rate of 1.79%.
-- a GBP15.0m interest rate swap commencing on 22 November 2016
and ending on 1 July 2020, whereby the Group receives interest on
GBP15.0m based on the LIBOR rate and pays interest on GBP15.0m at a
fixed rate of 2.00%.
These derivatives have been designated as a cash flow hedge for
accounting purposes. The net settlement of interest on the interest
rate swap, which comprises a variable rate interest receipt and a
fixed rate interest payment, is recorded in finance costs in the
income statement and so is matched against the corresponding
variable rate interest payment on the revolving credit facility.
The derivatives are remeasured at fair value at each reporting
date. This gives rise to a gain or loss, the entire amount of which
is recognised in Other Comprehensive Income ('OCI') following the
Directors' assessment of hedge effectiveness.
(b) Foreign currency risk
Risk
The currency of the primary economic environment in which the
Group operates is Sterling, and this is also the currency in which
the Group presents its financial statements. However, the Group has
significant Euro and US Dollar cash flows arising from
international trading and overseas operations. The Group is
consequently exposed to cash flow volatility arising from
fluctuations in the applicable exchange rates for converting Euros
and US Dollars to Sterling.
3. Principal risks and uncertainties (continued)
(b) Foreign currency risk (continued)
Group policy
The Group policy is to fix the exchange rate in relation to a
periodically reassessed set percentage of expected Euro and US
Dollar net cash inflows arising from international trading, by
entering into foreign currency contracts to sell a specified amount
of Euros or US Dollars on a specified future date at a specified
exchange rate. This set percentage is approved by the Board as part
of the budgeting process and upon the acquisition of foreign
operations.
The Group policy is to finance investment in overseas operations
from borrowings in the local currency of the relevant operation, so
as to achieve a natural hedge of the foreign currency translation
risk. This natural hedge is designated as a net investment hedge
for accounting purposes. Debt of $18.2m (2016: $18.2m) has been
designated as a net investment hedge relating to the Group's
interest in Compliance Week and FRA.
Risk management arrangements
The following forward contracts were entered into in order to
provide certainty in Sterling terms of 80% of the Group's expected
net US Dollar and Euro income:
-- On 03 July 2017, the Group sold EUR1.0m to 15 November 2017 at a rate of 1.1379
-- On 03 July 2017, the Group sold EUR1.5m to 15 January 2018 at a rate of 1.1360
-- On 03 July 2017, the Group sold EUR2.5m to 16 April 2018 at a rate of 1.1333
-- On 03 July 2017, the Group sold $3.0m to 16 October 2017 at a rate of 1.3027
-- On 03 July 2017, the Group sold $3.0m to 15 March 2018 at a rate of 1.3085
-- On 03 July 2017, the Group sold $4.0m to 16 April 2018 at a rate of 1.3100
The above derivatives are remeasured at fair value at each
reporting date. This gives rise to a gain or loss, the entire
amount of which is recognised in the Income Statement.
(c) Liquidity and capital risk
Risk
The Group has historically expanded its operations both
organically and via acquisition, financed partly by retained
profits but also via external finance. As well as financing cash
outflows, the Group's activities give rise to working capital
obligations and other operational cash outflows. The Group is
consequently exposed to the risk that it cannot meet its
obligations as they fall due, or can only meet them at an
uneconomic price.
Group policy
The Group policy is to preserve a strong capital base in order
to maintain investor, creditor and market confidence and to
safeguard the future development of the business, but also to
balance these objectives with the efficient use of capital. The
Group has, in previous years, made purchases of its own shares
whilst taking into account the availability of credit.
Risk management arrangements
The Group ensures its liquidity is maintained by entering into
short, medium and long-term financial instruments to support
operational and other funding requirements. The Group determines
its liquidity requirements by the use of short and long-term cash
forecasts.
On 1 July 2015 the Group extended its GBP65.0m revolving credit
facility with Barclays Bank plc, HSBC Bank plc and The Royal Bank
of Scotland plc through to 1 July 2020. On 17 January 2017 GBP20.0m
of the accordion facility was triggered, increasing the total
unsecured bank facility to GBP85.0m. This extension was made to
fund the acquisition of HSJ. The extended facility comprised of a
revolving credit facility of GBP80.0m and an overdraft facility
across the Group of GBP5.0m. On 24 November 2017 the revolving
credit facility was reduced by GBP10.0m to GBP75.0m, to decrease
the non-utilised portion.
(d) Credit risk
Risk
The Group's principal financial assets are receivables and bank
balances. The Group is consequently exposed to the risk that its
customers or the credit facility providers cannot meet their
obligations as they fall due.
Group policy
The Group policy is that the lines of business assess the
creditworthiness and financial strength of customers at inception
and on an ongoing basis. The Group also reviews the credit rating
of the bank.
3. Principal risks and uncertainties (continued)
(d) Credit risk (continued)
Risk management arrangements
The Group's credit risk is primarily attributable to its trade
receivables. However, the Group has no significant exposure to
credit risk because its trading is spread over a large number of
customers. The payment terms offered to customers take into account
the assessment of their creditworthiness and financial strength,
and they are set in accordance with industry standards. The
creditworthiness of customers is considered before trading
commences. Most of the Group's customers are large and well
established institutions that pay on time and in accordance with
the Group's standard terms of business.
The amounts presented in the Balance Sheet are net of allowances
for bad and doubtful receivables estimated by management based on
prior experience and their assessment of the current economic
value.
4. Financial instruments and risk management
The methods and assumptions used to estimate the fair values of
financial assets and liabilities are as follows:
-- The carrying amount of trade receivables and payables
approximates to fair value due to the short
maturity of the amounts receivable and payable.
-- The fair value of the Group's borrowings is estimated on the
basis of the discounted value of future cash flows using
approximate discount rates in effect at the balance sheet date.
-- The fair value of the Group's outstanding interest rate
swaps, foreign exchange contracts and put option for
non-controlling interest are estimated using discounted cash flow
models and market rates of interest and foreign exchange at the
balance sheet date.
Financial instruments are measured at fair value via a valuation
method. The different levels have been defined as:
-- level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities;
-- level 2: Inputs other than quoted prices included within
level 1 that are observable for the asset or liability, either
directly (that is, as prices) or indirectly (that is, derived from
prices); and
-- level 3: Inputs for the assets or liabilities that are not
based on observable market data (that is, unobservable inputs).
The Group has recognised a level 2 financial asset of GBP150,311
(2016: liability of GBP1,474,217) for foreign exchange trading
derivatives at fair value through income or expense. In addition
the Group has recognised a level 2 financial liability of
GBP474,850 (2016: GBP769,278) for two (2016: three) interest rate
swap contracts at fair value through other comprehensive income or
expense. The Group has no recognised level 1 or level 3 assets or
liabilities.
5. Measures of profit
(a) Reconciliation to profit on continuing activities before
tax
To provide shareholders with additional understanding of the
trading performance of the Group, adjusted EBITA has been
calculated as profit before tax after adding back:
-- amortisation of intangible assets excluding computer software;
-- impairment of goodwill and intangible assets;
-- adjusting items (included in operating expenses);
-- other income - gain on sale of leasehold property; and
-- finance costs.
Adjusted EBITA and adjusted EBITDA reconcile to profit on
continuing activities before tax as follows:
Six months Six months
ended ended Year
31 December 31 December ended 30
2017 2016 June 2017
(unaudited) (unaudited) (audited)
GBP'000 GBP'000 GBP'000
------------- ------------- -----------
Profit before tax 2,039 5,031 15,862
Amortisation of intangible assets excluding
computer software 3,407 2,820 6,028
Impairment of goodwill and intangible
assets - - 2,366
Adjusting items (included in operating
expenses) 3,526 947 3,468
Other income - gain on sale of leasehold
property - - (6,333)
Finance costs 986 915 1,961
------------- ------------- -----------
Adjusted operating profit ('adjusted EBITA') 9,958 9,713 23,352
Depreciation of property, plant and equipment
included in operating expenses 399 493 1,071
Amortisation of intangible assets - computer
software 653 455 1,165
------------- ------------- -----------
Adjusted EBITA before depreciation ('adjusted
EBITDA') 11,010 10,661 25,588
------------- ------------- -----------
Adjusted profit before tax reconciles to profit on continuing
activities before tax as follows:
Six months Six months
ended ended Year
31 December 31 December ended 30
2017 2016 June 2017
(unaudited) (unaudited) (audited)
GBP'000 GBP'000 GBP'000
------------- ------------- -----------
Profit before tax 2,039 5,031 15,862
Amortisation of intangible assets excluding
computer software 3,407 2,820 6,028
Impairment of goodwill and intangible
assets - - 2,366
Adjusting items (included in operating
expenses) 3,526 947 3,468
Other income - gain on sale of leasehold
property - - (6,333)
------------- ------------- -----------
Adjusted profit before tax 8,972 8,798 21,391
------------- ------------- -----------
5. Measures of profit (continued)
Adjusted Adjusting Statutory Adjusted Adjusting Statutory
results items December results results items results
2017 December
2017
December GBP'000 GBP'000 December December December
2017 2016 2016 2016
GBP'000 (unaudited) (unaudited) GBP'000 GBP'000 GBP'000
(unaudited) (unaudited) (unaudited) (unaudited)
------------- ---------------- ------------- ------------- ------------- -------------
Revenue 58,159 - 58,159 54,813 - 54,813
Operating expenses
before share based
payments, amortisation
of intangible assets
excluding computer
software and impairment (47,863) (3,526) (51,389) (44,790) (947) (45,737)
Share based payments (338) - (338) (310) - (310)
------------- ---------------- ------------- ------------- ------------- -------------
Operating expenses
before amortisation
of intangible assets
excluding computer
software and impairment (48,201) (3,526) (51,727) (45,100) (947) (46,047)
Amortisation of
intangible
assets excluding
computer
software - (3,407) (3,407) - (2,820) (2,820)
Operating profit/(loss) 9,958 (6,933) 3,025 9,713 (3,767) 5,946
------------- ---------------- ------------- ------------- ------------- -------------
Finance costs (986) - (986) (915) - (915)
------------- ---------------- ------------- ------------- ------------- -------------
Profit before tax 8,972 (6,933) 2,039 8,798 (3,767) 5,031
------------- ---------------- ------------- ------------- ------------- -------------
(b) Reconciliation to adjusted profit before tax
6. Segmental information
In accordance with IFRS 8 the Group's operating segments are
based on the operating results reviewed by the Board, which
represents the chief operating decision maker. Following a
strategic review in the year ended 30 June 2017, the Group now
reports its results in three operating segments (previously four)
as this more accurately reflects the way the Group is managed. The
comparatives have been restated to provide information on a
consistent basis.
The Group's organisational structure reflects the main
communities to which it provides information, education and
networking. The three divisions (Risk & Compliance,
Professional, and Healthcare) are the Group's segments and generate
all of the Group's revenue.
The Board considers the business from both a geographic and
product perspective. Geographically, management considers the
performance of the Group between the UK, North America, the rest of
Europe and the rest of the world.
6. Segmental information (continued)
(a) Business segments
Year ended 30
June 2017
Six months ended 31 December 2017 (unaudited) Six months ended 31 December 2016 (unaudited) (audited)
----------------------------------------------- ----------------------------------------------- ---------------------
Revenue Contribution Revenue Contribution Revenue Contribution
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
------------ --------------------------------- ------------ --------------------------------- ------- ------------
Risk & Compliance 19,596 5,249 19,535 5,630 42,272 12,265
Professional 18,480 2,986 19,506 2,726 39,472 5,864
Healthcare 20,083 3,921 15,772 3,413 38,585 9,705
------------ --------------------------------- ------------ --------------------------------- ------- ------------
Group contribution 58,159 12,156 54,813 11,769 120,329 27,834
Unallocated central
overheads - (1,860) - (1,746) - (3,930)
Share based payments - (338) - (310) - (552)
58,159 9,958 54,813 9,713 120,329 23,352
Amortisation of
intangible assets
excluding computer
software (3,407) (2,820) (6,028)
Impairment of goodwill
and intangible assets - - (2,366)
Adjusting items
(included in operating
expenses) (3,526) (947) (3,468)
Other income - gain on
sale of leasehold
property - - 6,333
Finance costs (986) (915) (1,961)
Profit before tax 2,039 5,031 15,862
Taxation (775) (1,160) (2,988)
--------------------------------- --------------------------------- ------------
Profit for the
financial year 1,264 3,871 12,874
--------------------------------- --------------------------------- ------------
There are no intra-segmental revenues which are material for
disclosure. Unallocated central overheads represent head office
costs that are not specifically allocated to segments. Total assets
and liabilities for each reportable segment are not presented, as
such information is not provided to the Board.
(b) Segmental information by geography
The UK is the Group's country of domicile and the Group
generates the majority of its revenue from external customers in
the UK. The geographical analysis of revenue is on the basis of the
country of origin in which the customer is invoiced:
Six months Six months Year
ended 31 ended 31 ended
December December 30 June
2017 2016 2017
(unaudited) (unaudited) (audited)
GBP'000 GBP'000 GBP'000
------------ ------------ ----------
UK 34,337 31,275 68,588
Europe (excluding the UK) 9,055 9,310 18,049
North America 9,599 9,191 22,863
Rest of the world 5,168 5,037 10,829
------------ ------------ ----------
Total revenue 58,159 54,813 120,329
------------ ------------ ----------
7. Adjusting items
(a) Adjusting items
The following items have been charged to the Income Statement
during the period but are considered to be adjusting so are shown
separately:
Six months ended Year ended
31 December Six months ended 30 June
2017 31 December 2017
(unaudited) 2016 (unaudited) (audited)
GBP'000 GBP'000 GBP'000
---------------- ----------------- ----------
Adjusting items relating to property portfolio review and IT
infrastructure transformation 3,018 - 1,027
Costs relating to successful and aborted acquisitions, disposals and
integration 188 328 1,569
Restructuring and rationalisation costs 169 402 818
Increase in the liability for deferred consideration 151 - 54
Aborted leasehold property sale - 217 -
Other adjusting items (included in operating expenses) 3,526 947 3,468
Amortisation of intangible assets excluding computer software 3,407 2,820 6,028
Impairment of goodwill - - 2,366
---------------- ----------------- ----------
Total adjusting items (classified in profit before tax) 6,933 3,767 11,862
---------------- ----------------- ----------
(b) Property portfolio review and IT infrastructure
transformation
During the year ended 30 June 2017 Wilmington performed a review
of its London property portfolio, on the back of this it sold the
leasehold interest in its Underwood Street London premises for a
GBP7.3m cash consideration. This resulted in a gain on sale of
GBP6.3m. At the same time as disposing of its leasehold interest,
Wilmington entered into a new ten-year market rate lease for a
London head office premises near Aldgate. The Aldgate premises
became the address of its registered office on 15 December
2017.
The items which have been credited to profit or loss in relation
to this review are as follows:
Operating expenses - adjusting items relating to the property
portfolio review:
Six months
ended Year ended
Six months
31 December ended 30 June
2017 31 December 2017
(unaudited) 2016 (unaudited) (audited)
GBP'000 GBP'000 GBP'000
------------ ----------------- ----------
Rent, rates and legal and professional fees
relating to new Aldgate lease (1,317) - (514)
Relocation and fit out costs incurred on occupation
of Aldgate premises (315) - -
Redundancy and implementation costs relating
to IT infrastructure transformation (954) - -
Accelerated depreciation of property plant
and equipment on sale of Underwood Street leasehold
property (322) - (85)
Accelerated depreciation of computer equipment
relating to IT infrastructure transformation (110) - -
Cost to surrender Old Broad Street lease - - (231)
Onerous lease on property in Kent - - (197)
------------ ----------------- ----------
Total adjusting items relating to property
portfolio review (3,018) - (1,027)
------------ ----------------- ----------
8. Finance costs
Six months Six months Year
ended ended 31 ended 30
31 December December June
2017 2016 2017
(unaudited) (unaudited) (audited)
GBP'000 GBP'000 GBP'000
Finance costs comprise:
Interest payable on bank loans and overdrafts 903 849 1,814
Amortisation of capitalised loan arrangement
fees 83 66 147
986 915 1,961
------------- ------------ ----------
9. Taxation
Six months Six months Year
ended ended ended
31 December 31 December 30 June
2017 2016 2017
(unaudited) (unaudited) (audited)
GBP'000 GBP'000 GBP'000
Current tax:
Current tax on profits for the period 1,273 1,463 4,292
Adjustments in respect of previous years 14 - 60
------------- ------------- ----------
Total current tax 1,287 1,463 4,352
Deferred tax:
Deferred tax credit (387) (312) (1,247)
Effect on deferred tax of change in corporation
tax rate (125) 9 (117)
------------- ------------- ----------
Total deferred tax (512) (303) (1,364)
------------- ------------- ----------
Taxation 775 1,160 2,988
------------- ------------- ----------
10. Dividends
Distributions to owners of the parent in the period:
Six Six Six Six
months months months months Year months
ended 31 ended 31 Year ended ended 31 ended 31 ended
December December 30 June December December 30 June
2017 2016 2017 2017 2016 2017
(unaudited) (unaudited) (audited) (unaudited) (unaudited) (audited)
pence per pence per pence
share share per share GBP'000 GBP'000 GBP'000
Final dividends recognised
as distributions in
the year 4.6 4.3 4.3 4,019 3,749 3,749
Interim dividends recognised
as distributions in
the year - - 3.9 - - 3,401
------------ ------------ ----------- ------------ ------------ ------------
Total dividends paid
in the period 4,019 3,749 7,150
------------ ------------ ----------- ------------ ------------ ------------
Interim/final dividend
proposed 4.0 3.9 4.6 3,495 3,401 4,011
------------ ------------ ----------- ------------ ------------ ------------
11. Earnings per share
Adjusted earnings per share has been calculated using adjusted
earnings calculated as profit after taxation and non-controlling
interests but before:
-- amortisation of intangible assets excluding computer software;
-- impairment of goodwill and intangible assets;
-- adjusting items (included in operating expenses);
-- other income - gain on sale of leasehold property; and
-- adjusting items (included in finance costs).
The calculation of the basic and diluted earnings per share is
based on the following data:
Six months Six months
ended 31 ended 31 Year ended
December December 30 June
2017 2016 2017
(unaudited) (unaudited) (audited)
GBP'000 GBP'000 GBP'000
Earnings from continuing operations
for the purpose of basic earnings per
share 1,245 3,853 12,836
Add/(remove):
Amortisation of intangible assets excluding
computer software (net of non-controlling
interests) 3,407 2,820 6,028
Impairment of goodwill and intangible
assets - - 2,366
Adjusting items (included in operating
expenses) 3,526 947 3,468
Other income - gain on sale of leasehold
property - - (6,333)
Tax effect of adjustments above (1,220) (820) (1,757)
Adjusted earnings for the purposes
of adjusted earnings per share 6,958 6,800 16,608
------------ ------------ -----------
Number Number Number
Weighted average number of ordinary
shares for the purpose of basic and
adjusted earnings per share 87,317,182 87,062,219 87,193,340
Effect of dilutive potential ordinary
shares:
Future exercise of share awards and
options 704,993 610,495 611,052
Weighted average number of ordinary
shares for the purposes of diluted
earnings per share 88,022,175 87,672,714 87,804,393
------------ ------------ -----------
Basic earnings per share 1.43 4.43p 14.72p
Diluted earnings per share 1.41 4.39p 14.62p
Adjusted basic earnings per share ('adjusted
earnings per share') 7.97 7.81p 19.05p
Adjusted diluted earnings per share 7.91 7.76p 18.91p
------------ ------------ -----------
12. Goodwill, Intangible assets and Property, plant and equipment
Goodwill Intangible assets Property, plant and equipment
GBP'000 GBP'000 GBP'000
Closing net book amount as at 30 June 2016 (audited) 70,763 29,038 4,628
Acquisitions 2,064 2,350 183
Additions - 888 579
Disposals - - (13)
Exchange translation differences 910 878 15
Depreciation of property, plant and equipment - - (493)
Amortisation of publishing rights, titles and benefits - (2,820) -
Amortisation of computer software - (455) -
Closing net book amount as at 31 December 2016
(unaudited) 73,737 29,879 4,899
Additions - 711 721
Acquisitions 12,867 7,742 -
Disposals - (1) (589)
Exchange translation differences (321) (391) (9)
Impairment (1,536) (830) -
Depreciation of property, plant and equipment - - (578)
Amortisation of publishing rights, titles and benefits - (3,208) -
Amortisation of computer software - (710) -
Reallocation 1,281 (1,281) -
--------- ------------------ ------------------------------
Closing net book amount as at 30 June 2017 (audited) 86,028 31,911 4,444
Additions - 1,047 2,860
Acquisitions (762) - -
Disposals - (4) (24)
Exchange translation differences (454) (368) (6)
Depreciation of property, plant and equipment - - (831)
Amortisation of publishing rights, titles and benefits - (3,407) -
Amortisation of computer software - (653) -
--------- ------------------ ------------------------------
Closing net book amount as at 31 December 2017
(unaudited) 84,812 28,526 6,443
--------- ------------------ ------------------------------
Included within additions to property plant and equipment is
GBP2,371,000 of leasehold improvements, furniture and computer
equipment relating to the London head office move to premises near
Aldgate.
The acquisition movement in goodwill relates to a change in the
provisional value of the deferred tax asset arising on the
acquisition of Health Services Journal in the year ended 30 June
2017.
Depreciation of property plant and equipment includes GBP432,000
of accelerated depreciation on assets disposed of on the exit of
the Underwood Street leasehold property in December 2017 and in
relation to the IT infrastructure outsourcing. The decision to exit
the leasehold property triggered a review, and subsequent
reduction, of the useful economic lives of assets held at the
property. On disposal, the net book value of these assets was
GBPnil, and the portion of depreciation arising on the reduction in
useful economic lives of these assets is shown within other
adjusting items (included in operating expenses) within the Income
Statement. The remaining GBP399,000 depreciation is included in
operating expenses within the Income Statement.
13. Trade and other receivables
30 June
31 December
2016 2017
(unaudited) (audited)
31 December
2017 (unaudited)
GBP'000 GBP'000 GBP'000
Trade receivables 23,422 25,371 23,207
Prepayments and other receivables 4,811 4,510 5,237
------------------ ------------- -----------
28,233 29,881 28,444
------------------ ------------- -----------
14. Trade and other payables
30 June
31 December
2016 2017
(unaudited) (audited)
31 December
2017 (unaudited)
GBP'000 GBP'000 GBP'000
Trade and other payables 23,270 20,748 25,357
Subscriptions and deferred revenue 26,342 24,166 26,973
------------------ ------------- -----------
49,612 44,914 52,330
------------------ ------------- -----------
15. Borrowings
31 December 2017 31 December 2016 30 June 2017
(unaudited) (unaudited) (audited)
GBP'000 GBP'000 GBP'000
Current liability
Bank overdrafts 1,647 1,237 925
1,647 1,237 925
----------------- ----------------- -------------
Non-current liability
Bank loans 56,211 56,606 49,781
Capitalised loan arrangement fees (367) (386) (428)
----------------- ----------------- -------------
Bank loans net of facility fees 55,844 56,220 49,353
----------------- ----------------- -------------
16. Share capital
Number of ordinary
shares Ordinary shares Share premium account Treasury shares Total
of 5p each GBP'000 GBP'000 GBP'000 GBP'000
At 1 July 2016
(audited) 86,985,731 4,349 45,225 (96) 49,478
Shares issued 262,243 13 - - 13
At 31 December 2016
(unaudited) and 30
June 2017 (audited) 87,247,974 4,362 45,225 (96) 49,491
---------------------- ---------------- ---------------------- ---------------- ---------
Shares issued 166,099 9 - - 9
At 31 December 2017
(unaudited) 87,414,073 4,371 45,225 (96) 49,500
---------------------- ---------------- ---------------------- ---------------- ---------
On 20 September 2017, 166,099 ordinary shares were issued in
respect of the vesting of the 2014 PSP Share Awards to employees
(including Directors).
At 31 December 2017, 46,584 shares (2016: 46,584) were held in
Treasury, which represents 0.1% (2016: 0.1%) of the called up share
capital of the Company.
17. Cash generated from operations
Six months Six months
ended 31 ended 31 Year ended
December December 30 June
2017 2016 2017
(unaudited) (unaudited) (audited)
GBP'000 GBP'000 GBP'000
Profit from continuing operations before
income tax 2,039 5,031 15,862
Gain on sale of leasehold property - - (6,333)
Adjusting items - excluding depreciation
of property plant and equipment 3,094 947 3,468
Adjusting items - depreciation of property,
plant and equipment 432 - -
Depreciation of property, plant and equipment
included in operating expenses 399 493 1,071
Amortisation of intangible assets 4,060 3,275 7,193
Impairment of goodwill and intangible assets - - 2,366
(Profit)/loss on disposal of property,
plant and equipment (3) 8 (20)
Share based payments (including social
security costs) 338 310 552
Finance costs 986 915 1,961
------------ ------------ -----------
Operating cash flows before movements in
working capital 11,345 10,979 26,120
Decrease/(increase) in trade and other
receivables 968 (3,614) (1,997)
(Decrease)/increase in trade and other
payables (4,585) 597 2,530
------------ ------------ -----------
Cash generated from operations before adjusting
items 7,728 7,962 26,653
------------ ------------ -----------
Cash conversion is calculated as a percentage of cash generated
by operations to Adjusted EBITA as follows:
Six months Six months
ended 31 ended 31 Year ended
December December 30 June
2017 2016 2017
(unaudited) (unaudited) (audited)
GBP'000 GBP'000 GBP'000
Funds from operations before adjusting
items:
Adjusted EBITA 9,958 9,713 23,352
Share based payments (including social
security costs) 338 310 552
Amortisation of intangible assets - computer
software 653 455 1,165
Depreciation of property, plant and equipment
included in operating expenses 399 493 1,071
(Profit)/loss on disposal of property,
plant and equipment (3) 8 (20)
------------- ------------- -----------
Operating cash flows before movements in
working capital 11,345 10,979 26,120
Net working capital movement (3,617) (3,017) 533
------------- ------------- -----------
Funds from operations before adjusting
items 7,728 7,962 26,653
------------- ------------- -----------
Cash conversion 78% 82% 114%
------------- ------------- -----------
Free cash flows:
Operating cash flows before movement in
working capital 11,345 10,979 26,120
Proceeds on disposal of property, plant
and equipment 31 21 43
Net working capital movement (3,617) (3,017) 533
Interest paid (1,027) (880) (1,656)
Tax paid (2,518) (1,996) (3,905)
Purchase of property, plant and equipment (2,860) (579) (1,300)
Purchase of intangible assets (1,047) (888) (1,599)
------------- ------------- -----------
Free cash flows 307 3,640 18,236
------------- ------------- -----------
18. Related party transactions
The Company and its wholly owned subsidiary undertakings offer
certain Group-wide purchasing facilities to the Company's other
subsidiary undertakings whereby the actual costs are recharged.
The Chief Executive Officer, Pedro Ros, owns a minority
shareholding in SMARP OY (a company incorporated in Finland) which
provides ongoing social media services to the Group, invoiced on an
annual basis. SMARP UK Limited, a subsidiary of SMARP OY, invoiced
GBPnil (2016: GBPnil) during the period.
Close family members of key management personnel provided
services to the Group during the period for lecturing and
photography. The total invoiced for these services was GBP40,466
(2016: GBP120).
19. Seasonality
The Group has traditionally generated the majority of its
revenues and profits during the second half of the financial year.
This has historically resulted from two factors. Firstly, most of
the Group's businesses (the notable exception being AMT) produce
seasonally low sales in July, August and December which include
holiday periods for many of the Group's clients. Secondly, Inese,
Compliance Week, FRA and HSJ, have major annual events in the
second half of the year.
20. Events after the reporting period
Acquisition - Interactive Medica, S.L.
On 12 February 2018 Wilmington Insight Limited (a wholly owned
indirect subsidiary of Wilmington plc) acquired the entire share
capital of the Interactive Medica, S.L. group of companies ('IM').
IM is a pan-European provider of cloud-based insight, CRM and KAM
offerings to the pharmaceutical industry. The Group acquired IM
from its founding management team, who will continue in the
business. The initial consideration is EUR2.8m (GBP2.4m) with an
adjustment for working capital payable on completion. Further
deferred consideration of up to EUR1.6m (GBP1.4m), conditional upon
the continued employment of a key member of the management team and
subject to IM achieving revenue targets, for the periods to 31
December 2018 and 31 December 2019 is payable in the future. IM was
acquired with EUR0.6m (GBP0.5m) of cash.
The initial consideration has been financed out of the extended
GBP75.0m multi-currency revolving credit facility. The process of
fair valuing IM has not been completed at the date of these
financial statements. Subject to this process to fair value, the
Group acquired intangible assets that include the IM brand,
technology and customer relationships. The excess consideration
above the fair value of these acquired net assets and will be
recognised as goodwill and intangible assets following completion
of the exercise to fair value. All amounts are disclosed as
provisional.
Statement of Directors' Responsibilities
The Directors confirm that, to the best of their knowledge, the
Interim Information has been prepared in accordance with
International Accounting Standard 34 Interim Financial Reporting as
adopted by the European Union. The Interim Management Report
includes a fair review of the Interim Information and, as required
by DTR 4.2.7R and DTR 4.2.8R, the following information:
-- an indication of important events that have occurred during
the first six months of the financial year, and their impact on the
condensed set of financial statements, and a description of the
principal risks and uncertainties for the remaining six months of
the financial year; and
-- disclosure of material related party transactions that have
taken place in the first six months of the current financial year
and of any material changes in the related party transactions
described in the last Annual Report and Financial Statements.
A list of current Directors is maintained on the Wilmington plc
website: wilmingtonplc.com.
By order of the Board
Anthony Foye
Chief Financial Officer
21 February 2018
This information is provided by RNS
The company news service from the London Stock Exchange
END
IR EANAFADKPEFF
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