TIDMBET

RNS Number : 2979T

Betfair Group PLC

17 July 2015

Betfair Group plc

17 July 2015

Betfair Group plc ("the Company")

Annual Report and Annual General Meeting

The Company announces that it has today circulated the Annual Report and Accounts for the year ended 30 April 2015 (the "2015 Annual Report and Accounts") and Notice of Annual General Meeting ("AGM") (the "AGM Notice") to shareholders. Copies of these documents are available on the Company's website: http://corporate.betfair.com/.

In compliance with LR 9.6.1 a copy of the AGM Notice and the 2015 Annual Report and Accounts have been uploaded to the UKLA National Storage Mechanism and will shortly be available for inspection at http://www.morningstar.co.uk/uk/NSM.

The AGM will be held at the Company's offices at 2nd Floor, Waterfront, Hammersmith Embankment, Winslow Road, London W6 9HP, United Kingdom on 9 September 2015 at 11.00am.

A condensed set of the Company's financial statements and information on important events that have occurred during the financial year ended 30 April 2015 and their impact on the financial statements were included in the Company's preliminary results announcement released on 17 June 2015. That information, together with the information set out below in the Appendix, which is extracted from the 2015 Annual Report and Accounts, constitute the material required by Disclosure and Transparency Rule 6.3.5 to be communicated to the media in full unedited text through a Regulatory Information Service. This announcement is not a substitute for reading the full 2015 Annual Report and Accounts.

Page and note references in the text below refer to page numbers in the 2015 Annual Report and Accounts.

Appendix

OUR PRINCIPAL RISKS AND POTENTIAL KEY STRATEGIC IMPACTS (pages 23 to 26)

During the year a comprehensive bottom-up review of risks was undertaken throughout the Group, supported by facilitated risk workshops, to ensure that all potentially material risks have been identified, owners agreed and management/mitigation plans established accordingly. An Executive Management workshop reviewed the risks completing the top-down review.

We see successful risk management as an opportunity to set us apart from our competitors.

The principal risks and uncertainties which are considered to have a potentially material impact on the Group's long-term performance and achievement of strategy are set out on the following pages. External and internal risk factors are considered. This is not intended to be an exhaustive and extensive analysis of all risks which may affect the Group. Additional risks and uncertainties not presently known to management, or currently deemed to be less material, may also have an adverse effect on the business. Further details of how our risk management framework and policies are embedded can be found on pages 47 to 52.

 
 CHANGE IN POTENTIAL        WHY WE NEED TO                HOW WE MANAGE THIS 
  IMPACT.                    MANAGE THIS 
-------------------------  ----------------------------  ------------------------------- 
 Online gaming regulation and licensing 
---------------------------------------------------------------------------------------- 
 Territories/countries      New licensing                 We work closely 
  introducing regulation.    regimes which                 with regulators 
  Potential for              make it commercially          and governments 
  increased regulation       unviable for us               throughout the EU 
  of advertising.            to operate our                and elsewhere to 
                             products can restrict         try to secure favourable 
                             our ability to                regulation for our 
                             grow the business.            products. We obtained 
                                                           a UK licence during 
                             While opportunities           the year. 
                             exist, they are 
                             not without risks             We have dedicated 
                             - such as                     internal and external 
                             commercial viability,         legal, tax, compliance 
                             delays in                     and public affairs 
                             licensing of betting          resources with responsibility 
                             exchanges compared            for advising business 
                             with other products,          units in these matters 
                             how our products              and through appropriate 
                             are taxed and                 policies, processes 
                             licensing one                 and controls. 
                             section of the 
                             online market,                External third parties 
                             such as sports                help us to substantiate 
                             betting, but not              evidence to support 
                             another, such                 using a gross profits 
                             as casinos or                 tax model. 
                             poker.                        We monitor developments 
                                                           in advertising practice. 
                             Restrictions on 
                             advertising can 
                             reduce our ability 
                             to reach new customers 
                             and market new 
                             product offerings. 
 
                             Consequently this 
                             could impact our 
                             strategic objectives 
                             to focus on sustainable 
                             revenues and to 
                             accelerate growth 
                             through international 
                             opportunities. 
-------------------------  ----------------------------  ------------------------------- 
 Competition/our brand, products and customers 
---------------------------------------------------------------------------------------- 
 Competition continues      Online gambling               Investment in brand 
  to grow, consolidation     is a very competitive         and marketing tools 
  creates larger             industry. Our                 and activity. Monitoring 
  competitors and            competitors are               of competitors and 
  new entrants               constantly looking            their promotional 
  continue to enter          to gain advantage             offers. 
  the market and             through aggressive 
  innovate.                  marketing campaigns,          Continuous development 
                             pricing, promotional          of product with 
                             behaviour and                 emphasis on mobile 
                             new product features          products and innovative 
                             which could impact            features and acquisition 
                             revenue or margins.           through marketing. 
                             Product and delivery          We closely monitor 
                             to market is vital            the behaviour of 
                             to gain competitive           our customers and 
                             edge over other               have teams focused 
                             operators.                    on their acquisition, 
                                                           management and retention. 
                             Our customers 
                             are at the heart              We aim to ensure 
                             of the business,              we provide a service 
                             reduced activity              and platform which 
                             by major customers            grow value for both 
                             and/or a significant          the customer and 
                             number of customers           Betfair, and reduce 
                             could have a material         the risk of customers 
                             negative impact               leaving. 
                             on our financial 
                             performance and 
                             growth. 
 
                             Consequently this 
                             could impact all 
                             of our strategic 
                             objectives to 
                             focus on sustainable 
                             revenues, to invest 
                             in product and 
                             brand and to accelerate 
                             growth through 
                             international 
                             opportunities. 
-------------------------  ----------------------------  ------------------------------- 
 Technology infrastructure, systems stability & 
  availability 
---------------------------------------------------------------------------------------- 
 Limited change             We rely on our                Continuous investment 
  from prior periods.        customers being               in a cost effective 
  Our technology             able to access                technology platform 
  and infrastructure         markets via the               and infrastructure 
  remain capable             internet and any              to ensure stability 
  of supporting              extended loss                 and availability, 
  our growth. External       of connectivity               eliminate single 
  malicious threats          could have a material         points of failure 
  to our products            effect on revenues.           and improve performance. 
  and networks                                             Focus is on a secure 
  will always exist,         A major failure               and scalable offering 
  our ability to             of the Group's                across all products. 
  manage such threats        and/or third party 
  has kept pace              infrastructure                Robust development 
  with changes               could lead to                 and change management 
  in the threat              significant costs             processes help reduce 
  landscape.                 and disruptions               the risk of unplanned 
                             that could reduce             outages. 
                             revenue and harm 
                             our business reputation. 
                             Reduced availability 
                             of our products 
                             arising through 
                             software, infrastructure 
                             and systems issues 
                             could result in 
                             a poor customer 
                             experience and 
                             may impact customer 
                             loyalty. 
 
                             Consequently this 
                             could impact all 
                             of our strategic 
                             objectives, to 
                             focus on sustainable 
                             revenues, to invest 
                             in product and 
                             brand and to accelerate 
                             growth through 
                             international 
                             opportunities. 
-------------------------  ----------------------------  ------------------------------- 
 Taxation 
---------------------------------------------------------------------------------------- 
 Impact largely             Changes in tax                Adherence to tax 
  unchanged from             regimes can undermine         planning is monitored 
  prior periods.             existing tax planning         through regular 
                             creating unexpected           reviews of governance 
                             liabilities. Consequently     structures. 
                             this could impact 
                             all of our strategic          Proactive involvement 
                             objectives, to                of tax specialist 
                             focus on sustainable          in key business 
                             revenues, to invest           decisions ensures 
                             in product and                tax planning remains 
                             brand and to accelerate       effective. 
                             growth through 
                             international                 We complied with 
                             opportunities.                the UK Point of 
                                                           Consumption Tax 
                                                           during the year. 
                                                           Revenue growth and 
                                                           operating leverage 
                                                           is helping to offset 
                                                           the tax. 
-------------------------  ----------------------------  ------------------------------- 
 Reliance on third parties 
---------------------------------------------------------------------------------------- 
 No significant             We rely on third              Where possible we 
  change to prior            parties across                limit reliance on 
  periods.                   our business.                 a single supplier 
                             All of our products           to reduce potential 
                             are dependent                 single points of 
                             on third party                failure. 
                             suppliers for 
                             content/data.                 We use formal contract 
                             Operational functions         and service level 
                             also rely on third            management processes 
                             parties for software          supported by continuous 
                             solutions and                 communication to 
                             infrastructure.               focus on quality 
                                                           and availability 
                             Consequently this             of services delivered 
                             could impact all              by our key suppliers. 
                             of our strategic              We assess their 
                             objectives, to                resilience and review 
                             focus on sustainable          the potential options 
                             revenues, to invest           in the event of 
                             in product and                a need to change. 
                             brand and to accelerate 
                             growth through 
                             international 
                             opportunities. 
-------------------------  ----------------------------  ------------------------------- 
 IT disaster recovery and business continuity 
---------------------------------------------------------------------------------------- 
 No significant             Availability of               We regularly review 
  change to prior            our product is                our Business Continuity 
  periods.                   paramount. A significant      Plans and our IT 
                             outage or unavailability      Disaster 
                             of any of our                 Recovery capability 
                             products can cause            and have service 
                             reductions in                 level agreements 
                             revenue and loss              in place with third 
                             of customers.                 parties. Where possible 
                             Delays in restoring           we have failover 
                             services following            solutions available 
                             an outage or incident         and seek to limit 
                             could result in               single points of 
                             loss of customers             failure. 
                             and reputational 
                             damage. 
                             Consequently this 
                             could impact our 
                             strategic objective 
                             to focus on sustainable 
                             revenues. 
-------------------------  ----------------------------  ------------------------------- 
 Recruitment and retention of key employees 
---------------------------------------------------------------------------------------- 
 Risk has reduced           Continued success             The Board reviews 
  in the current             and growth is                 key positions 
  period - no significant    dependent on the              through the Remuneration 
  issues with retention      performance of                and 
  or recruitment             key directors,                Nomination Committees. 
  of staff.                  managers and staff. 
                                                           Key senior staff 
                             Retention and                 and directors are 
                             recruitment of                part of long term 
                             these individuals             incentive plans 
                             is a key component            which reward high 
                             in securing our               performance and 
                             ability to grow               loyalty. 
                             and develop our 
                             business.                     All staff are offered 
                                                           regular salary reviews, 
                             Our ability to                a comprehensive 
                             continue to attract,          benefit package 
                             retain and motivate           and are able to 
                             passionate and                join (subject to 
                             highly skilled                local jurisdictional 
                             employees in an               requirements) share 
                             intensely competitive         save schemes which 
                             environment means             give them a long 
                             that competitive              term stake in our 
                             packages and development      success. 
                             opportunities 
                             must be available.            Group HR actively 
                                                           manage succession 
                             Consequently this             planning and processes 
                             could impair our              which are in place 
                             operations, financial         throughout the business 
                             performance and               to identify key 
                             ultimately impact             roles, conduct regular 
                             all of our strategic          appraisal, succession 
                             objectives to                 and talent reviews, 
                             focus on sustainable          and to provide competitive 
                             revenues, invest              package and career 
                             in product and                development opportunities. 
                             brand and to accelerate 
                             growth through                Our employees participate 
                             international                 in 
                             opportunities.                engagement surveys 
                                                           which help us to 
                                                           link improvements 
                                                           to achieving our 
                                                           corporate goals 
                                                           while reducing employee 
                                                           turnover and improving 
                                                           productivity and 
                                                           wellbeing. 
-------------------------  ----------------------------  ------------------------------- 
 Security of customer funds and reliance on financial 
  institutions 
---------------------------------------------------------------------------------------- 
 Risk remains               Some jurisdictions            We have strong relationships 
  the same as in             continue to put               with key financial 
  prior periods.             pressure on banks             institutions and 
                             to refuse to process          banking and payment 
                             transactions from             suppliers. Wherever 
                             online gaming                 possible we avoid 
                             companies. A reduced          reliance on a single 
                             ability to transact           provider. We regularly 
                             with customers                assess their resilience 
                             can impact our                and alternative 
                             growth and expansion          options in the event 
                             into new territories.         of a need to change 
                                                           supplier. 
                             Actual or perceived 
                             mismanagement                 Under the terms 
                             of customer funds             of a Trust Deed, 
                             could have severe             approximately 95% 
                             reputational and/or           of all customer 
                             financial impacts.            funds is held on 
                             There is the possibility      trust in separate 
                             of loss arising               bank accounts which 
                             in the event of               are ringfenced from 
                             failure of counterparties.    our corporate funds. 
                                                           The remaining sums 
                             Consequently this             are customer funds 
                             could impact all              which certain regulators 
                             of our strategic              require Betfair 
                             objectives, to                to hold in separate 
                             focus on sustainable          non set-off bank 
                             revenues, invest              accounts in the 
                             in product and                name of the licence 
                             brand and to accelerate       holder. 
                             growth through 
                             international                 Daily and monthly 
                             opportunities.                reconciliations 
                                                           of customer funds 
                                                           take place to ensure 
                                                           timely detection 
                                                           of potential fraud 
                                                           or error. All customer 
                                                           funds are subject 
                                                           to the Group Treasury 
                                                           policy which is 
                                                           reviewed annually 
                                                           by the Audit Committee 
                                                           on behalf of the 
                                                           Board. At 30 April 
                                                           2015 the majority 
                                                           of the 
                                                           Group's customer 
                                                           and corporate funds 
                                                           were held with major 
                                                           systemically important 
                                                           counterparties or 
                                                           pooled AAA rated 
                                                           money market funds. 
                                                           Exposure to counterparties 
                                                           are regularly reviewed 
                                                           by the Chief Financial 
                                                           Officer and adjusted 
                                                           accordingly. 
-------------------------  ----------------------------  ------------------------------- 
 Data management and security 
---------------------------------------------------------------------------------------- 
 Limited change             Breach or loss                Specialist monitoring 
  from prior periods.        of customer or                and detection solutions 
  External malicious         other sensitive               and teams used across 
  threats to our             data and information          development and 
  products and               could lead to                 live product. Access 
  networks will              significant costs             to customer and 
  always exist,              and disruptions               other sensitive 
  our ability to             that could impact             data and information 
  manage such threats        revenue and harm              is restricted and 
  has kept pace              our business reputation.      monitored in a variety 
  with changes                                             of ways. We have 
  in the threat              Consequently this             appropriate policies, 
  landscape.                 could impact all              process and controls 
                             of our strategic              and mandatory security 
                             objectives, to                awareness training. 
                             focus on sustainable 
                             revenues, to invest           We comply with the 
                             in product and                relevant data protection 
                             brand and to accelerate       and privacy legislation. 
                             growth through 
                             international                 An independent review 
                             opportunities.                of cyber threat 
                                                           has been undertaken 
                                                           and supports our 
                                                           approach to managing 
                                                           this threat. 
-------------------------  ----------------------------  ------------------------------- 
 

RESPONSIBILITY STATEMENT OF THE DIRECTORS IN RESPECT OF THE ANNUAL REPORT (page 76)

Each of the Directors, whose names and functions are listed on page 39 of this Annual Report, confirm that, to the best of each person's knowledge and belief:

-- the financial statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company and the undertakings included in the consolidation taken as a whole;

-- the Management Report, which comprises the Strategic Report and the Directors' Report, includes a fair review of

-- the development and performance of the business and the position of the Company and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face; and

-- the Annual Report and Accounts, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company's performance, business model and strategy.

RELATED PARTIES (Note 24, page 116)

Group

Transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation and are not disclosed in this note.

Betfair Pty Limited

During the year, up to the date of disposal, the Group recharged the Australian joint venture, Betfair Pty Limited, the following costs:

   --     operational costs amounting to GBP2.3m (30 April 2014: GBP4.6m). 

During the year the Australian joint venture recharged the Group the following costs:

   --     operational costs amounting to GBP1.1m (30 April 2014: GBP2.9m). 

The outstanding balance of loans receivable from the Australian joint venture was fully repaid during the year (balance at 30 April 2014: GBP6.3m). The balance was not interest bearing.

In addition to the recharges detailed above, the Group collected revenue on behalf of the joint venture and to a lesser extent the Australian joint venture collected revenue on behalf of the Group.

As at 30 April 2014, the Group owed GBP2.1m to the former Australian joint venture.

Featurespace Limited

During the year the Group was charged GBP0.1m (30 April 2014: GBP0.1m) for consultancy services by Featurespace Limited in which the Group has a non-controlling interest.

LMAX Limited

In the year ended 30 April 2014, the Group utilised tax losses amounting to GBP1.1m that were transferred from LMAX limited, for consideration of GBP0.3m. This consideration was paid in the year ended 30 April 2015.

Transactions with key management personnel

Key management personnel compensation, including the Group's Directors and Non-Executive Directors, is shown in the table below:

 
                        2015   2014 
 Short-term benefits     5.7    5.4 
 Share-based payment 
  expense                5.4    4.6 
                       -----  ----- 
 Total                  11.1   10.0 
                       -----  ----- 
 

Enquiries:

Paul Rushton

Commercial Finance Director

020 8834 8000

This information is provided by RNS

The company news service from the London Stock Exchange

END

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