TIDMETO
RNS Number : 2503D
Entertainment One Ltd
29 January 2018
--THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND NOT FOR RELEASE, PUBLICATION, DISTRIBUTION OR
FORWARDING, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO
OR FROM THE UNITED STATES, AUSTRALIA, NEW ZEALAND, JAPAN, THE
REPUBLIC OF SOUTH AFRICA OR ANY PROVINCE OF CANADA OTHER THAN
ONTARIO, QUEBEC, ALBERTA AND BRITISH COLUMBIA OR ANY JURISDICTION
IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION IS UNLAWFUL.
PLEASE SEE THE IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT.
29 January 2018
Entertainment One Ltd. ("eOne" or the "Company")
Acquisition of the balance of equity interest in The Mark Gordon
Company
-- eOne to acquire remaining 49% minority of Deluxe Pictures
d/b/a The Mark Gordon Company ("MGC") following successful business
performance
-- Acquisition will further strengthen the Company's position as
a leading global content business and provide enhanced content
opportunities
-- Mark Gordon to join eOne as President and Chief Content
Officer, Film, Television and Digital, bringing him and his team
in-house to help drive both Film and Television content strategy
and enhancing eOne's ability to attract creative talent and
partners
-- Consideration of US$209m (c. 8.8x FY19 consensus EBITDA) will
comprise US$160m cash and US$49m of eOne shares
-- Consideration to be partially financed by the proceeds of the
Placing announced by the Company today with the remainder expected
to be financed by a debt issuance
-- Acquisition expected to be c. 2% earnings accretive in the
first full year of ownership on a fully diluted basis, before the
impact of targeted cost savings of US$7m to US$10m by FY20
-- Funding mix provides financial flexibility, with an estimated
net debt/consensus EBITDA ratio of less than 2.0x at FY18
eOne today announces that Earl Street Capital, Inc., a wholly
owned subsidiary of the Company, has entered into a conditional
share purchase agreement to acquire the balance of the equity
interests of MGC not already held by eOne from The Mark R. Gordon
Revocable Trust (the "MG Trust") for an aggregate consideration of
US$209m. In addition, the MG Trust shall be entitled to receive
further amounts payable in cash after completion of the Acquisition
("Completion") in respect of their pro rata portion of certain
pre-acquisition contingent receipts, if actually received by MGC,
the outcome and valuation of which are currently uncertain, up to a
maximum aggregate amount of US$37.5m. The Acquisition will increase
eOne's ownership of the issued share capital of MGC from 51% to
100%.
The Consideration will be satisfied by the payment of US$160m in
cash and by the issue of 10,826,566 Common Shares to the MG Trust,
equating to US$49m.
The MG Trust is restricted from disposing of any of the
Consideration Shares before the first anniversary of Completion,
save for 4,005,829 Consideration Shares equivalent to the amount of
certain tax liabilities of the MG Trust in respect of the issue of
the Consideration Shares and subject to orderly market
arrangements. The sale of any remaining Consideration Shares
following the initial twelve month lock-in period is subject to
orderly market arrangements for a further twelve months. The
lock-in undertaking is subject to customary exceptions, including
where the Company and its corporate brokers (at the relevant time)
have given their consent to a disposal.
The cash amount of the Consideration will be financed partially
by the proceeds of the Placing announced by the Company today which
is expected to complete on 1 February 2018 and expected to raise up
to GBP53m (approximately US$75m), before expenses, which represents
approximately 4% of the Company's market capitalisation based on
the Company's market capitalisation as of 26 January 2018. The
remainder of the cash amount of the Consideration is expected to be
financed by a debt issuance, the structure and terms of which will
be finalised prior to Completion and which is expected to be
announced in early February. The total amount of the Placing and
debt issuance is expected to raise GBP123m (approximately US$175m),
of which US$160m will be used to fund the cash amount of the
Consideration and US$15m is intended to be used to finance other
targeted content acquisitions and to cover transaction
expenses.
The Board believes that the Placing and proposed debt issuance
is an appropriate funding mix to preserve the Company's balance
sheet and provide financial flexibility, with an estimated net
debt/consensus EBITDA ratio of less than 2.0x at FY18, which the
Board expects will deleverage back to the current level by the end
of FY20.
The Acquisition is not conditional upon the completion of the
Placing or the debt issuance. If the proceeds of the Placing are
received but the Acquisition does not complete, the Directors will
consider, in the best interests of Shareholders as a whole, whether
to retain the proceeds of the Placing to be utilised for other
investment opportunities and/or for the repayment of existing debt,
or to return some or all of the proceeds pro rata to Shareholders
(including those who did not participate in the Placing), in the
most efficient manner from a taxation perspective, in accordance
with applicable law.
Under the Listing Rules, the Acquisition is a related party
transaction as Mark Gordon is the sole trustee and beneficiary of
the MG Trust as well as a director of MGC, which is a subsidiary of
the Company. Therefore, as required under the Listing Rules, the
Company is seeking the approval of its Shareholders for the
Acquisition before Completion takes place, and Completion is
conditional on such approval. All conditions to the Acquisition
have to be satisfied by 31 March 2018. The Company is therefore
required to complete the debt issuance or find other sources of
finance to fund the Acquisition by 31 March 2018 in order to meet
its obligations under the Acquisition Agreement.
A circular calling a special meeting of Shareholders, expected
to be held at the end of February, is expected to be posted to
Shareholders within approximately one week from the date of this
announcement and Completion is expected to occur within three
business days of that meeting.
Background to the Acquisition and description of the MGC
business
MGC is an LA-based independent studio that develops and produces
premium television and film content for the major US networks and
international distribution, including the production of feature
films. Mark Gordon, who founded MGC, is an award-winning film and
television producer with a strong track record of 20 years of
successful television and film production.
In January 2015, the Company completed the acquisition of a 51%
equity stake in MGC for consideration of GBP86.3m. The
consideration for that acquisition was an aggregate sum of
US$127.5m in cash and US$5.1m paid by the issue of 1,082,568 Common
Shares in eOne on 7 January 2015. The Company also entered into a
shareholders' agreement to regulate the relationship between the
Company and MGC. As part of that acquisition, the Company obtained
the exclusive worldwide right to distribute the film and television
outputs of MGC and Mark Gordon entered into a new long term
employment agreement with MGC. Since that acquisition, the Company
and MGC have partnered together with MGC financing and producing
content for various networks and platforms, with the Company then
distributing this content internationally. Mark Gordon is currently
Chief Executive Officer of MGC.
On 19 May 2015, the Company entered into an amendment to the
shareholders' agreement in respect of its shareholding in MGC and,
following such amendment, the Company obtained control over certain
key board decisions of MGC, whereas previously all such decisions
were made on a joint control basis between the Company and the MG
Trust. As a result, MGC was fully consolidated into the Group's
consolidated financial statements as a subsidiary with effect from
19 May 2015, such accounting treatment being reflected in the
Group's consolidated financial statements for FY16. Prior to this,
MGC was accounted for by the Company as a joint venture.
MGC's results are already consolidated in eOne's financial
statements. In FY17, MGC's revenue was GBP119.9m compared to
GBP14.6m in FY16, growing by 721%. Underlying EBITDA amounted to
GBP26.2m (EBITDA margin 22%) in FY17 compared to GBP14.4m (EBITDA
margin 99%) in FY16, growing by 82%, with continuing momentum
through to FY18. As at FY17, MGC had gross assets of GBP203.0m.
In the six months ended 30 September 2017, MGC's unaudited
revenue was GBP51.6m compared to GBP28.3m in the six months ended
30 September 2016, growing by 82%. Unaudited underlying EBITDA
amounted to GBP9.9m (EBITDA margin 19%) in the six months ended 30
September 2017 compared to GBP9.0m (EBITDA margin 32%) in the six
months ended 30 September 2016, growing by 10%. As at 30 September
2017, MGC had unaudited gross assets of GBP210.6m.
Reasons for the Acquisition
The Board believes that the Acquisition is in line with the
Company's strategy to create, own and control high quality content
and will minimise eOne's risk exposure through gaining full control
of MGC. Following the successful business performance of MGC, the
Company is acquiring the remaining 49% interest in a pure-play
content business with a proven track record of creating premium
television and film content with strong international appeal.
Through its existing relationship with eOne, MGC has successfully
migrated its model to become a leading independent production
studio, leveraging eOne's global sales infrastructure.
MGC currently owns a substantial library of television and film
participation rights which eOne expects will further enhance the
Company's capabilities in the television and film industry. MGC has
a favourable outlook underpinned by a high quality portfolio and
partnerships with new digital entrants, including Netflix and
Amazon, and a strong content pipeline of over 50 projects currently
in active development. These projects are expected to help drive
future earnings growth, cash flow generation and library value,
which would lead to strong results in FY19. MGC is also building on
positive momentum from the release of Molly's Game in January 2018,
Designated Survivor season 2 continuing for the calendar year 2018,
new television project Youth & Consequences for YouTube Red,
new series of The Rookie for ABC and the following movies in
development: The Chronicles of Narnia: The Silver Chair, The Killer
and All the Old Knives.
Strategic rationale
The Board believes that the Acquisition will further strengthen
the Company's position as a leading global content business. As
announced in its FY17 results, the Company is transitioning its
operating structure to unify its Film and Television operations
into a single division, which will be further facilitated by the
Acquisition.
Mark Gordon will join eOne as President and Chief Content
Officer, Film, Television and Digital on a new 5 year agreement
with a 2 year extension exercisable by either Mark Gordon or the
Company within certain time periods before the expiry of the
initial term, bringing him and his team in-house to help drive
continued improvement of the profile of the eOne Film and
Television content business and its status within the industry. As
part of the Consideration, Mark Gordon will receive US$49m in eOne
shares, underlining his belief in, and commitment to, the Group's
strategy. The Company also anticipates that with Mark Gordon in
this role, its ability to attract creative talent and partners will
be enhanced, generating new content opportunities.
Financial benefits
The Board believes that the transaction will be financially
beneficial to the Company and will add value for Shareholders
through:
-- strengthening the Company's growth profile through enhanced content opportunities;
-- estimated annualised cost savings of approximately US$7m to
US$10m by FY20 through further integration of MGC into the Group;
and
-- an expected c. 2 % accretion of eOne's earnings per share in
the first full year of 100% ownership of MGC (being FY19), on a
fully diluted basis, and excluding the impact of targeted cost
savings.
The Company notes that consensus revenue figures for MGC for
FY18 and FY19 are estimated to be GBP155m and GBP178m,
respectively, which represents a compound annual growth rate of
130% from FY16 to FY19. In FY18 and FY19, MGC's consensus
underlying EBITDA is estimated to be GBP30m (consensus EBITDA
margin 19%) and GBP34m (consensus EBITDA margin 19%), respectively,
which represents a compound annual growth rate of 33% from FY16 to
FY19.
The Consideration represents c.8.8x the consensus EBITDA for
FY19 excluding targeted cost savings.
Further to the reported results of the Group for the six months
to 30 September 2017, current trading performance, with respect to
the Group, remains in line with management expectations.
Analyst consensus has been compiled as at 26 January 2018 and
includes estimates from 8 research institutions.
Commenting on the Acquisition, eOne's Group Chief Executive,
Darren Throop, said:
"The acquisition of the remaining stake in The Mark Gordon
Company is an exciting time for both eOne and The Mark Gordon
Company and a natural step in our strategy of creating and owning
high quality content. We would like to welcome Mark Gordon into his
new and expanded role with eOne and look forward to seeing our
Television and Film operations continue to make great progress
under his leadership."
Presentation and dial-in details
A conference call to investors and analysts will be held at
17:00 GMT on 29 January 2018. Dial-in access details for the call
are available from the Company. The slides accompanying the
presentation will be available at www.entertainmentone.com shortly
before the start of the presentation. A replay will be available
for 7 days on +44 (0) 20 3936 3001, PIN 766827.
Contacts
Entertainment One Ltd.
Patrick Yau, Investor
Relations Director +44 (0) 20 3714 7931
J.P. Morgan Cazenove
Hugo Baring
Virginia Khoo
Thomas White +44 (0) 20 7742 4000
Alma PR
Rebecca Sanders-Hewett +44 (0)20 3865 9668
About eOne
Entertainment One Ltd. (LSE:ETO) is a global independent studio
that specialises in the development, acquisition, production,
financing, distribution and sales of entertainment content. The
Company's diversified expertise spans across film, television and
music production and sales, family programming, merchandising and
licensing, and digital content. Through its global reach and
expansive scale, powered by deep local market knowledge, the
Company delivers the best content to the world. eOne's shares are
listed on the Official List and it is a constituent of the FTSE 250
index.
eOne's robust network includes film and television studio The
Mark Gordon Company; newly-launched MAKEREADY with Brad Weston;
content creation venture Amblin Partners with Steven Spielberg,
DreamWorks Studios, Participant Media, and Reliance Entertainment;
leading feature film production and global sales company Sierra
Pictures; unscripted television production company Renegade 83;
world-class music labels Dualtone Music Group and Last Gang; and
award-winning digital agency Secret Location.
The Company's rights library, valued at US$1.7 billion (as at 31
March 2017), is exploited across all media formats and includes
around 80,000 hours of film and television content and around
40,000 music tracks.
IMPORTANT NOTICE:
Certain information contained in this announcement would have
constituted inside information (as defined by Article 7 of MAR)
prior to its release as part of this announcement. The person
responsible for arranging release of this information on behalf of
eOne is Edward Parry.
In addition, market soundings (as defined in MAR) were taken in
respect of the Placing and the Acquisition with the result that
certain persons became aware of inside information (as defined in
MAR), as permitted by MAR. This inside information is set out in
this announcement and the separate announcement in respect of the
Placing being made by the Company today. Therefore, those persons
that received inside information in a market sounding are no longer
in possession of such inside information relating to the Company
and its securities.
The release, publication or distribution of this announcement in
certain jurisdictions may be restricted by law and therefore
persons in such jurisdictions into which these materials are
released, published, distributed or forwarded should inform
themselves about and observe such restrictions. This announcement
is for information purposes only and is not intended to, and does
not form part of any invitation to purchase, subscribe for, or
otherwise acquire or dispose of, or any solicitation to purchase or
subscribe for or otherwise acquire or dispose of any securities in
any jurisdiction. The information contained herein is not for
release, publication, distribution or forwarding, directly or
indirectly, in or into the United States (including its territories
and possessions, any state of the United States and the District of
Columbia). Any failure to comply with any such restrictions may
constitute a violation of the securities laws of such jurisdiction.
This announcement does not contain or constitute an offer to sell
or the solicitation of an offer to purchase securities to any
person with a registered address in, or who is resident in,
Australia, New Zealand, Japan, the Republic of South Africa or in
any jurisdiction in which such an offer or solicitation is
unlawful. None of the securities referred to herein have been or
will be registered under the relevant laws of any state, province
or territory of Australia, New Zealand, Japan or the Republic of
South Africa. Subject to certain limited exceptions, none of these
materials will be released, published, distributed or forwarded in
or into Australia, New Zealand, Japan or the Republic of South
Africa.
This announcement does not contain or constitute an offer to
sell or the solicitation of an offer to purchase securities in any
province or territory of Canada. This announcement does not
constitute an "offering memorandum" within the meaning of the
securities laws of any province or territory of Canada.
This announcement does not contain or constitute an offer for
sale or the solicitation of an offer to purchase securities in the
United States. The securities referred to herein have not been and
will not be registered under the Securities Act or with any
securities regulatory authority of any state or jurisdiction of the
United States, and may not be offered or sold in the United States
absent registration under the Securities Act or an available
exemption from, or transaction not subject to, the registration
requirements of the Securities Act. There will be no public offer
of any securities in the United States. None of the Placing Shares,
the Consideration Shares, this announcement or any other document
connected with the Acquisition or the Placing has been or will be
approved or disapproved by the United States Securities and
Exchange Commission or by the securities commissions of any state
or other jurisdiction of the United States or any other regulatory
authority, and none of the foregoing authorities or any securities
commission has passed upon or endorsed the merits of the offering
of the Placing Shares or the Consideration Shares or the accuracy
or adequacy of this announcement or any other document connected
with the Acquisition or the Placing. Any representation to the
contrary is a criminal offence in the United
States.
J.P. Morgan Securities plc (which operates its investment
banking activities in the United Kingdom as J.P. Morgan Cazenove)
is authorised by the PRA and regulated in the United Kingdom by the
PRA and the FCA. Investec is authorised by the PRA and regulated in
the United Kingdom by the PRA and the FCA. RBC Capital Markets is
the business name used by RBC Europe Limited which is authorised by
the PRA and regulated in the United Kingdom by the PRA and the FCA
and is a subsidiary of the Royal Bank of Canada.
Each of the Bookrunners is acting exclusively for the Company
and no one else in connection with the Placing and, in the case of
J.P. Morgan Cazenove, as sponsor in connection with the
Acquisition, and will not regard any other person (whether or not a
recipient of this document) as a client in relation to the Placing
or, in the case of J.P. Morgan Cazenove, the Acquisition and will
not be responsible to anyone other than the Company for providing
the protections afforded to their respective clients or for
providing advice in relation to the Placing, the Acquisition or any
matters, transactions or arrangements referred to in this document.
Apart from the responsibilities and liabilities, if any, which may
be imposed on the Bookrunners by FSMA or the regulatory regime
established thereunder, none of the Bookrunners accepts any
responsibility whatsoever or makes any representation or warranty,
express or implied, for the contents of this document including its
accuracy, completeness or verification or for any statement made or
purported to be made by it, or on its behalf, in connection with
the Company, the Placing Shares, the Consideration Shares, the
Acquisition or the Placing and nothing in this document shall be
read as a promise or representation in this respect whether as to
the past or future. The Bookrunners accordingly disclaim all and
any liability whatsoever arising in tort, contract or otherwise
(save as referred to above) which they might otherwise have in
respect of this document or any such statement.
This announcement has been issued by, and is the sole
responsibility of eOne. The information contained in this
announcement is for background purposes only and does not purport
to be full or complete. No reliance may or should be placed by any
person for any purpose whatsoever on the information contained in
this announcement or on its accuracy or completeness. The
information in this announcement is subject to change.
Recipients of this announcement should conduct their own
investigation, evaluation and analysis of the business, data and
property described in this announcement. This announcement does not
constitute a recommendation concerning any investor's options with
respect to any matters disclosed herein. The price and value of
securities can go down as well as up. Past performance is not a
guide to future performance. The contents of this announcement are
not to be construed as legal, business, financial or tax advice.
Each shareholder or prospective investor should consult with his or
her or its own legal adviser, business adviser, financial adviser
or tax adviser for legal, financial, business or tax advice.
Neither the contents of eOne's website nor any website
accessible by hyperlinks on eOne's website is incorporated in, or
forms part of, this announcement.
This announcement contains "forward-looking statements" which
includes all statements other than statements of historical fact,
including, without limitation, those regarding the Company's
financial position, business strategy, plans and objectives of
management for future operations, or any statements preceded by,
followed by or that include the words "targets", "believes",
"expects", "aims", "intends", "will", "may", "anticipates",
"would", "could" or similar expressions or negatives thereof. Such
forward-looking statements involve known and unknown risks,
uncertainties and other important factors beyond the Company's
control that could cause the actual results, performance or
achievements of the Company to be materially different from future
results, performance or achievements expressed or implied by such
forward-looking statements. Such forward-looking statements are
based on numerous assumptions regarding the Company's present and
future business strategies and the environment in which the Company
will operate in the future. These forward-looking statements speak
only as at the date of this announcement. None of the Company, J.P.
Morgan Cazenove, Investec, RBC Capital Markets or their respective
directors, officers, employees, agents, affiliates and advisers, or
any other party undertakes or is under any duty to update this
document or to correct any inaccuracies in any such information
which may become apparent or to provide you with any additional
information, other than any requirements that the Company may have
under applicable law or the Listing Rules, the Prospectus Rules,
the Disclosure Guidance and Transparency Rules or MAR. To the
fullest extent permissible by law, such persons disclaim all and
any responsibility or liability, whether arising in tort, contract
or otherwise, which they might otherwise have in respect of this
announcement. The information in this announcement is subject to
change without notice.
A copy of the Circular, when published, will be available from
the registered office of the Company and at the Company's website
at www.entertainmentone.com.
DEFINITIONS AND INTERPRETATION
The US dollar to sterling exchange rate used in relation to the
Consideration, fundraising amounts and the Acquisition is
US$1.42:GBP1.
"Acquisition" the sale of shares by the MG
Trust representing 49% of the
entire issued capital of MGC
and the purchase of such shares
by Earl Street Capital, Inc.
"Acquisition the agreement entered into
Agreement" by Earl Street Capital, Inc.,
the Company, the MG Trust and
Mark Gordon dated 29 January
2018 in connection with the
Acquisition
"Board" the board of directors of the
Company from time to time
"Bookrunners" J.P. Morgan Cazenove, Investec
and RBC Capital Markets
"Common Shares" common shares of no par value
in the capital of the Company
"Completion" completion of the Acquisition
in accordance with the terms
of the Acquisition Agreement
"Company" or Entertainment One Ltd., a corporation
"eOne" incorporated under the laws
of Canada
"Consideration" the total aggregate amount
of US$209m payable for the
Acquisition
"Consideration the 10,826,566 Common Shares
Shares" to be issued to the MG Trust
on Completion
"consensus" when used in respect of revenue
or EBITDA (as applicable) means
the consensus revenue or EBITDA
(as applicable) provided by
analysts who submit their numbers
to the Company for consensus
calculation purposes, compiled
as at 26 January 2018 at the
exchange rates utilised by
such analysts
"Directors" the directors of the Company
from time to time
"EBITDA" operating profit or loss excluding
amortisation of acquired intangibles;
depreciation; amortisation
of software; share-based payment
charge; tax; finance costs
and depreciation relate to
joint ventures; and operating
one-off items
"FCA" the Financial Conduct Authority
of the United Kingdom
"FSMA" Financial Services and Markets
Act 2000, as amended
"FY15" the financial year ended 31
March 2015
"FY16" the financial year ended 31
March 2016
"FY17" the financial year ended 31
March 2017
"FY18" the financial year ended 31
March 2018
"FY19" the financial year ended 31
March 2019
"FY20" the financial year ended 31
March 2020
"Group" the Company and its subsidiaries
and subsidiary undertakings
from time to time, including
MGC
"Investec" Investec Bank plc
"ISIN" International Securities Identification
Number
"J.P. Morgan J.P. Morgan Securities plc
Cazenove" (which carries on its UK investment
banking activities as J.P.
Morgan Cazenove)
"Listing Rules" the listing rules and regulations
made by the FCA under s73A
of FSMA, as amended from time
to time
"London Stock London Stock Exchange plc
Exchange"
"MAR" Regulation (EU) No 596/2014
"MGC" Deluxe Pictures d/b/a The Mark
Gordon Company, a corporation
organised and existing under
the laws of California
"MG Trust" The Mark R. Gordon Revocable
Trust
"Official List" the Official List of the UK
Listing Authority maintained
by the FCA
"Placing" the placing of new Common Shares
announced by the Company on
the date of this announcement
"Placing Shares" the new Common Shares to be
issued by the Company pursuant
to the Placing and "Placing
Share" shall be construed accordingly
"PRA" the Prudential Regulation Authority
of the United Kingdom
"Prospectus Rules" the prospectus rules made by
the FCA under s73A FSMA
"RBC Capital means RBC Europe Limited (which
Markets" uses the business name RBC
Capital Markets)
"Securities Act" the United States Securities
Act of 1933, as amended
"Shareholders" holders of Common Shares, each
individually being a "Shareholder"
"Sterling" or the lawful currency of the
"GBP" United Kingdom
"underlying EBITDA" operating profit or loss excluding
amortisation of acquired intangibles;
depreciation; amortisation
of software; share-based payment
charge; tax; finance costs
and depreciation relate to
joint ventures; and operating
one-off items
"UK Listing Authority" the FCA acting in its capacity
as competent authority for
the purposes of Part VI of
FSMA
"UK" or "United the United Kingdom of Great
Kingdom" Britain and Northern Ireland
"US" or "United the United States of America,
States" its territories and possessions,
any State of the United States
and the District of Columbia
"US dollar" or the lawful currency of the
"US$" United States
This information is provided by RNS
The company news service from the London Stock Exchange
END
ACQBLGDBCXDBGIC
(END) Dow Jones Newswires
January 29, 2018 11:42 ET (16:42 GMT)
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