Interim Results

TRINITY PLC 6 August 1999 Interim Results 1999 Trinity plc ('Trinity'), the regional newspaper publishing group, announces record interim profits for 1999. Highlights 1999 1998 % change % change (underlying)* Turnover £168.0m £174.3m -3.6% +3.8% Operating profit £44.7m £40.9m +9.2% +14.0% Profit before tax £42.5m £36.2m +17.5% +22.8% Earnings per share 21.1p 17.9p +17.9% Dividend per share 4.8p 4.4p +9.1% * Underlying change excludes results of the US division sold in 1998. - Underlying revenue growth of 3.8% achieved - Other revenues now represent 5.0%, (1998 4.0%), of group turnover - Operating margins continue to improve, up from 23.5% to 26.6% - Gearing reduced from 31.4% to 14.2% Earnings per share up 17.9% Enquiries: Philip Graf/Mike Masters Trinity plc Tel: 01244 687000 Richard Constant/Deborah Walter Gavin Anderson & Company Tel: 0171 457 2345 Financial Summary The reduction in turnover of 3.6% is due to the sale of the US operations in 1998. Underlying turnover, excluding US, increased by 3.8% to £168.0m. At the operating profit level the group achieved an underlying growth of 14.0% over the comparable period. The reported profit before tax of £42.5m for the current period represents an underlying increase over 1998 of 22.8%. Earnings per ordinary share rose from 17.9p (1998) to 21.1p (1999). The Board has recommended an interim net dividend of 4.8p, which represents an increase of 9.1% on the interim dividend paid in 1998. The dividend will be paid on 29 October 1999 to shareholders on the register on 13 August 1999. Discussions with Mirror Group Shareholders will be aware that on 1 March, Trinity announced that it had approached the Mirror Group, 'Mirror', with regard to making an offer for Mirror. Prior to any offer being made the consent of the Secretary of State for Trade and Industry is required in accordance with the 1973 Fair Trading Act. On 23 July 1999 the Secretary of State for Trade and Industry announced that he was giving consent to Trinity for the proposed transfer of the newspaper titles currently published by Mirror to Trinity on the condition that it divests its four Northern Ireland titles (the Belfast Telegraph, Sunday Life, Community Telegraph and Farm Trader) and their related newspaper assets. A draft of the conditions to the consent was published on the same day and interested parties were requested to comment on the wording by 6 August 1999. We announced on 30 July an agreed merger with Mirror. We have received a number of expressions of interest from various parties with regard to the acquisition of our Northern Ireland business. We are also satisfied that the divestment of this business can be achieved efficiently and on favourable terms. Trading Trinity has enjoyed yet another period of record trading. This was achieved despite the slow down in the economy, as anticipated, although the period ended strongly. The results also reflect the benefit of the actions initiated across the group towards the end of 1998. Revenues Our core revenue grew much in line with expectation but it has been pleasing to see the development of new revenue streams which have helped us to achieve an overall increase in turnover of 3.8%. Advertising Group revenues grew by 2.7%. In our UK Newspapers, display and classified revenues both grew by 2.2%. We saw growth in all our major classified categories. Recruitment revenues grew by almost 1%, motors grew by 1.8% in a very competitive and changing marketplace. Property, which was the most consistent category across the whole group, grew by 6.3%. AMRA, which we acquired in November 1998 to represent the group's titles at a national level, has integrated well and helped us achieve national display growth of 9%. After an encouraging first quarter, local display revenues finished 0.9% down on last year. April and May were particularly difficult, whilst June saw a noticeable improvement. Circulation Circulation revenues increased by 1.8% mainly reflecting cover price increases implemented at the end of 1998. Overall the morning titles were down by 2.8%. Competitive pressure increased in the sector from both mid-market and tabloid national titles. The evening titles showed a reduction of 3.4% for the period up against a strong performance in the first half of 1998. UK Sunday sales were down by 3.6%. Sunday Life was affected by changes in lifestyle patterns in a more peaceful Northern Ireland. The elimination of a non-profitable edition affected the Sunday Sun, whilst Wales on Sunday had a particularly strong half year, up 5.1%. The Sunday Business Post continues to grow, increasing by a further 2% on last years significant growth. It was encouraging that more than half our weekly titles showed year on year gains, although overall sales were 0.8% down on the previous year. Other Revenues As a result of increased pagination and extra volumes from the nationals, contract printing revenues grew by 9.8% optimising the utilisation of the group's printing facilities. Other revenues which include on-line, leaflets, our national representation sales house and regional magazines, grew by 28.3% with the expansion of new media making a significant contribution. As a result 'other revenues' now represent 5% of turnover, compared with 4% last year. Operating Costs Staff costs increased by 5.5% reflecting sustained investment in new media, our magazines and Ireland. The underlying increase in the core newspaper business has been held to 2.2% despite expansion of new products and increased systems development. Newsprint, the group's major raw material cost, decreased by 5.8% due to a further reduction in the underlying price. Newsprint tonnes consumed reduced by 2.5% due mainly to careful management. The market for newsprint remains helpful with an expectation of further limited reductions in newsprint prices. Other costs have been reduced by 2.1% through tight cost control thereby absorbing increased activity levels that have impacted on external printing and distribution costs. The core cost base is being actively reduced making way for further investment in new media. Depreciation charges rose by 11.6% reflecting the recent capital expenditure on replacement systems and press investment. Investment and Capital Expenditure The capital investment in 1999 is forecast at £23.5m with £13.8m spent in the first half on upgrading of press facilities and replacement editorial, advertising and accounting systems, to facilitate digitisation as well as providing a high level of confidence on Year 2000 compliance. Depreciation for the period was £7.0m (1998 £6.6m). Cash flow and financing The group continued to produce strong cash flows from continuing operating activities with an increase of 4.2% to £39.2m. Net debt, including finance leases of £50.8m, reduced by £8.5m to £57.2m with gearing having fallen to 14.2% (1998 31.4%). Operations Most United Kingdom businesses achieved record profits for the half year. Despite more difficult trading conditions in certain markets, our publishing operations in the South East achieved strong operating profit growth and improved margins. Excellent control of costs played a key role in achieving this result. Meanwhile in South Wales a strong revenue performance, driven by product innovation combined with tightly controlled costs, delivered profit growth of 16.5% and a record return on sales. The Welsh Assembly and the forthcoming Rugby World Cup make this a buoyant year for Wales. In the North-West, advertisement revenues struggled to exceed the previous year's levels, although the trend improved as the half-year approached. The major programme of upgrades of systems in all the businesses, and of presses in Liverpool and Chester, continued to be implemented and the benefits will start to be seen from 2000 onwards. Particularly noteworthy during the period were the circulation performances of the Liverpool Echo and the paid-for weekly titles, and the recognition of excellence through a clutch of prestigious awards. In Scotland, the new management team has made very good progress despite a slowing down of the economy in the second quarter. Circulation performance remains impressive and fifteen out of twenty one titles will show growth despite cover price increases on most titles. We have recently completed an agreement to print later week Scottish editions of The Sun which will help profits in the second half. The anticipated slowdown affected the North East of England in the second quarter after a good first quarter. However, cost reduction activity late in 1998, coupled with cover price increases and buoyant contract print revenues at Newcastle helped both of Trinity's businesses in Newcastle and on Teesside to achieve healthy profit and margin growth. The Journal (Newcastle) was also named BT UK Newspaper of the Year. Whilst uncertainty continues to surround the peace process, this was not reflected in our Belfast business which delivered a very strong performance. Ireland The Sunday Business Post's performance reflects the strength of the Irish economy and the continued commercial development of the newspaper. Magazines The first six months of 1999 saw difficult trading conditions for our magazine business, particularly in the IT market place. Although overall revenues grew by 5.9% this was below our expectations. Interactive Media Trinity confirmed its position as the strongest regional publisher online with further increases in traffic. Our Belfast and Cardiff operations led the way, registering 1.5m and 1m page views per month, respectively, to help us to achieve 5.9m page views Trinity-wide by the end of the period. Trinity's strategy is to build dominant local online franchises, form national alliances to secure distribution for them, and develop national niche businesses using content from our own sites aggregated with that of our partners. Our ADHunter online classifieds alliance, with other regional publishers, exemplifies our exploitation of national niches by delivering growing traffic to jobs and motors sites each of which now boasts the largest database of ads in its category. Trinity's newest national alliance, announced in May, is This Is Britain, a partnership with Northcliffe, Newsquest and Associated New Media to create a UK network of local information sites. A chief executive has been appointed and This Is Britain intends to be a major player in marketing our sites to online distributors and creating a powerful medium for attracting national advertising. Trinity is committed to integrating e-commerce into its web sites and is presently considering which platforms and suppliers will provide the best solution to successfully deliver the important revenue opportunities which e- commerce provides. The popularity of Trinity's sites, the strength of our national alliances and our commitment to investing in this burgeoning medium leave us well placed to seize the opportunities which are emerging. Industry Consolidation The need to embrace the new media opportunities and to maintain plurality will require a well focused and financially strong newspaper industry. This will only be achieved through a further consolidation of ownership with Trinity well placed to participate fully in this to enhance shareholder value. Interest in the regional newspaper industry remains as strong as ever, as evidenced by the recent offer by Gannett for Newsquest plc. The current competition regime allows overseas buyers and venture capitalists to acquire newspaper assets without a reference to the Competition Commission. This is unfair to existing owners as they seek to develop a strong and focussed industry to meet the challenges we face. We will continue to seek to persuade the government to change the existing legislation. Strategy The future for regional newspapers remains good despite increasing competition from niche publications and new media. Trinity's strategy continues to be one of maintaining and developing our existing franchises whilst seeking to acquire new brands which offer value to our shareholders and further the scale of the group. Within our existing franchises, we continue to invest both in our products and people, balancing the drive for short-term profitability against the longer- term development of our brands and franchises. This commitment is demonstrated through product investment in colour and editorial paging, the launch of new products, in investigating and trialing new media opportunities, and through the extensive investment in the training of our people. People Once again I am delighted to offer my congratulations and thanks to all the people in Trinity who have contributed to another very successful period and at the same time have picked up a considerable number of prestigious industry awards. Year 2000 The group identified during 1997 the issue of possible date problems arising in its computer systems following the change of century. The consequences of these potential malfunctions to both Trinity and externally could result in widespread commercial disruption. Following the recognition of this complex and extensive issue, each subsidiary company drew up a risk register and assessment that identified all the key areas of concern within their business as well as those that related to both key customers and suppliers. A major year 2000 programme was subsequently implemented which was approved by the Board. This included a complete inventory of systems and other equipment that may have date related functionality. Systems have been replaced, upgraded, certified and tested to ensure year 2000 compliance. Contingency plans have also been drawn up to ensure business continuity in the event of any unexpected failures. In addition all our key customers and suppliers have been contacted about their own compliance programmes which has resulted in site visits by our own internal year 2000 project team and a review of the programmes being implemented in a number of these businesses. The group are on schedule to complete the remaining year 2000 projects and testing by the end of September 1999. Given the complexity of the problem it is not possible for any organisation to guarantee that no year 2000 problems will remain as potentially some level of failure may still occur. Overall, however, the Board believes that the group has achieved a high state of readiness and considers that the contingency planning, which has already been put in place, will reduce the impact of any failures subsequently arising. The costs to date of implementing the action plans have been expensed as incurred, where appropriate, in the accounts up to the period ending 27 June 1999. The remaining costs to complete the group's year 2000 programme are not expected to be material. Outlook The actions taken by the group towards the end of 1998 have lead to both profit growth and margin enhancement. We remain confident of a satisfactory outturn for the year. The current sizeable investment programme in our business will come to an end in 1999 but, as appropriate, we will continue to invest to ensure our facilities provide the best possible platform to both sustain our existing franchises and to maximise on the revenue opportunities from the developing digital markets. GROUP PROFIT AND LOSS ACCOUNT 26 weeks 26 weeks 52 weeks ended ended ended 27 Jun 28 Jun 27 Dec 1999 1998 1998 £'000 £'000 £'000 TURNOVER Continuing operations 167,955 161,756 321,258 Discontinued operations 0 12,548 21,174 ------ ------ ------ 167,955 174,304 342,432 Cost of sales (77,590) (82,589) (165,721) ------ ------ ------ Gross profit 90,365 91,715 176,711 Net operating (45,690) (50,811) (100,076) expenses ------ ------ ------ OPERATING PROFIT Continuing operations 44,675 39,192 73,483 Discontinued operations 0 1,712 3,152 ----- ------ ------ 44,675 40,904 76,635 Share of results in joint venture (107) (140) (276) Profit on disposal of discontinued operations 0 0 17,552 Profit on sale of fixed assets - continuing operations 4 339 457 ------ ------ ------ Profit on ordinary activities before interest 44,572 41,103 94,368 Net interest payable (2,035) (4,898) (10,580) ------ ------ ------ Profit on ordinary activities before taxation 42,537 36,205 83,788 Tax on profit on ordinary activities (13,204) (11,396) (20,833) ------ ------ ------ Profit on ordinary activities after taxation 29,333 24,809 62,955 Equity minority interests 24 44 73 ------ ------ ----- Earnings available for ordinary shareholders 29,357 24,853 63,028 Ordinary dividends on equity shares (6,684) (6,142) (20,217) ------ ------ ------ Retained for reinvestment in the business 22,673 18,711 42,811 ===== ===== ===== Basic earnings per ordinary share 21.1p 17.9p 45.4p Diluted earnings per ordinary share 20.8p 17.7p 45.0p Dividend per ordinary share 4.8p 4.4p 14.5p GROUP BALANCE SHEET As at As at As at 27 Jun 28 Jun 27 Dec 1999 1998 1998 £'000 £'000 £'000 FIXED ASSETS Intangible assets 348,553 354,098 348,509 Tangible assets 129,669 117,745 122,706 Own shares 430 455 430 Investments 4,199 4,408 4,433 ------ ------ ------ 482,851 476,706 476,078 ------ ------ ------ CURRENT ASSETS Stocks 2,544 4,048 3,066 Debtors due within one year 55,514 55,760 45,717 Debtors due after one year 10,928 8,622 10,328 Investments 67 114 67 Cash at bank and in hand 6,859 46,759 28,866 ------ ------ ------ 75,912 115,303 88,044 ------ ------ ------ CREDITORS: DUE WITHIN ONE YEAR Finance debt (13,504) (38,202) (13,905) Other creditors (70,092) (65,371) (68,598) ------ ------ ------ (83,596) (103,573) (82,503) ------ ------ ------ NET CURRENT (LIABILITIES)/ ASSETS (7,684) 11,730 5,541 ------ ------- ------ TOTAL ASSETS LESS CURRENT LIABILITIES 475,167 488,436 481,619 CREDITORS: DUE AFTER ONE YEAR Finance debt (50,596) (118,531) (80,701) Deferred purchase consideration (5,555) (6,459) (5,945) PROVISIONS FOR LIABILITIES AND CHARGES (12,513) (10,560) (12,223) ACCRUALS AND DEFERRED INCOME (2,628) (2,766) (2,711) ------ ------ ------ CAPITAL EMPLOYED 403,875 350,120 380,039 ===== ===== ===== CAPITAL AND RESERVES Called up equity share capital 13,957 13,914 13,918 Share premium account 212,944 211,598 211,745 Revaluation reserve 5,568 5,626 5,568 Profit and loss account 171,406 118,982 148,808 ------ ------ ------ EQUITY SHAREHOLDERS' FUNDS 403,875 350,120 380,039 ===== ===== ===== Gearing 14.2% 31.4% 17.3% GROUP CASH FLOW STATEMENT 26 weeks 26 weeks 52 weeks ended ended ended 27 Jun 28 Jun 27 Dec 1999 1998 1998 Note £'000 £'000 £'000 Cash flow from operating activities 6 39,240 39,430 90,848 Returns on investments and servicing of finance 7 (4,243) (5,006) (11,556) Taxation (426) (5,632) (18,221) Capital expenditure and financial investment 7 (13,799) (7,281) (21,397) Acquisitions and disposals 7 5 (1,297) 30,426 Equity dividends paid (14,061) (12,787) (18,903) ---------- ---------- ---------- Cash inflow before use of liquid resources and financing 6,716 7,427 51,197 Financing:- 7 Issue of shares 1,238 1,218 1,368 Decrease in net debt (29,895) (11,467) (73,286) ---------- ---------- ---------- (28,657) (10,249) (71,918) ---------- ---------- ---------- Decrease in cash in the period 8 (21,941) (2,822) (20,721) ====== ====== ====== Reconciliation of net cash flow to movement in net debt (note 8) £'000 £'000 £'000 Decrease in cash in the period (21,941) (2,822) (20,721) Cash outflow from decrease in debt and finance leases 29,895 11,467 73,286 ------ ------ ------ Change in net debt resulting from cash flows 7,954 8,645 52,565 Finance leases acquired with subsidiary 0 0 (25) Disposal of subsidiary undertaking 0 0 297 Disposal of current asset investment 0 0 (17) Provision against a current asset investment 0 0 (30) Other movements arising in finance leases 921 (7) (7) New loan notes issued on acquisition of subsidiary (310) (991) (991) Currency translation differences (66) (3) 39 ------ ------ ------ Movement in net debt in the period 8,499 7,644 51,831 Net debt at start of the period (65,673) (117,504) (117,504) ------ ------ ------ Net debt at end of the period (57,174) (109,860) (65,673) ===== ====== ====== STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES 26 weeks 26 weeks 52 weeks ended ended ended 27 Jun 28 Jun 27 Dec 1999 1998 1998 £'000 £'000 £'000 Profit for the financial 29,357 24,853 63,028 period Currency translation differences on foreign currency net investments (75) 1 41 ------ ------ ------ Total recognised gains and losses relating to the period 29,282 24,854 63,069 ===== ===== ===== RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS 26 weeks 26 weeks 52 weeks ended ended ended 27 Jun 28 Jun 27 Dec 1999 1998 1998 £'000 £'000 £'000 Profit for the financial period attributable to shareholders 29,357 24,853 63,028 Dividends (6,684) (6,142) (20,217) ----- ----- ----- Retained earnings 22,673 18,711 42,811 Other recognised gains and losses relating to the period (75) 1 41 New share capital subscribed 1,238 2,239 2,390 Effect of share options expensed by parent company 0 (794) (804) Goodwill recognised through the profit and loss account 0 0 5,014 Goodwill adjustment arising following amendment to deferred consideration 0 0 624 ----- ----- ----- Net increase in shareholders' 23,836 20,157 50,076 funds Opening shareholders' funds 380,039 329,963 329,963 ------ ----- ----- CLOSING SHAREHOLDERS' FUNDS 403,875 350,120 380,039 ===== ===== ===== NOTES TO THE ACCOUNTS 1 BASIS OF PREPARATION The interim financial statements, which are not statutory accounts, have been prepared on the basis of the accounting policies set out in the Group's 1998 statutory accounts as amended by the adoption of Financial Reporting Standard 12 in the period. The statements were approved by the Board of Directors on 5 August 1999 and are unaudited. The auditors have carried out a review and their report is set out on page 17. The figures for the 52 weeks ended 27 December 1998 have been extracted from the statutory accounts which have been filed with the registrar of companies. The auditors' report on these accounts was unqualified and did not contain any statement under section 237 (2) or (3) of the Companies Act 1985. 26 weeks 26 weeks 52 weeks ended ended ended 27 Jun 28 Jun 27 Dec 1999 1998 1998 £'000 £'000 £'000 2 ANALYSIS OF ACTIVITIES TURNOVER Continuing operations Publishing in United Kingdom and Ireland 167,955 161,756 321,258 Discontinued operations Publishing in USA 0 12,548 21,174 ----- ----- ----- 167,955 174,304 342,432 ===== ===== ==== OPERATING PROFIT Continuing operations Publishing in United Kingdom and Ireland 44,675 39,192 73,483 Discontinued operations Publishing in USA 0 1,712 3,152 ----- ----- ----- 44,675 40,904 76,635 ===== ===== ==== 3 TAXATION Taxation has been calculated using an estimated annual effective tax rate of 31.0% (1998: 26 weeks, 31.5%; 52 weeks, 24.9%) on profit on ordinary activities before taxation. 4 ORDINARY DIVIDENDS The interim dividend of 4.8 pence per share will be paid on 29 October 1999 to shareholders on the register on 13 August 1999. This compares with an interim dividend of 4.4 pence and a total dividend of 14.5 pence paid in respect of 1998. 5 EARNINGS PER SHARE The calculation of basic earnings per ordinary share is based on earnings of £29.357m (1998: £24.853m) after taxation and equity minority interests and the weighted average number of ordinary shares ranking for dividend of 139,422,980 (1998: 138,946,316). The calculation of diluted earnings per ordinary share is based on the same earnings of £29.357m (1998: £24.853m) after taxation and equity minority interests and the increase in the weighted average number of ordinary shares ranking for dividend of 140,930,605 (1998: 140,233,142) arises only from the existence of share options. 6 NET CASH INFLOW FROM OPERATING ACTIVITIES 26 weeks 26 weeks 52 weeks ended ended ended 27 Jun 28 Jun 27 Dec 1999 1998 1998 £'000 £'000 £'000 Operating profit 44,675 40,904 76,635 Depreciation charges 7,032 6,610 13,484 Other non-cash items (270) (2) (75) Working capital (12,197) (8,082) 804 ------ ----- ----- Net cash inflow from operating activities 39,240 39,430 90,848 ===== ===== ==== Changes in working capital are stated after excluding movements due to acquisitions, disposals and exchange. 7 ANALYSIS OF CASH FLOWS FOR HEADINGS NETTED IN THE CASH FLOW STATEMENT 26 weeks 26 weeks 52 weeks ended ended ended 27 Jun 28 Jun 27 Dec 1999 1998 1998 £'000 £'000 £'000 Returns on investments and servicing of finance Interest received 502 914 2,397 Interest paid (656) (2,249) (10,264) Interest element of finance lease rental payments (4,089) (3,671) (3,689) Net cash outflow for returns ----- ----- ----- on investments and servicing of finance (4,243) (5,006) (11,556) ===== ===== ==== Capital expenditure and financial investment Purchase of intangible fixed assets (82) (123) (142) Purchase of tangible fixed assets (13,810) (7,473) (21,803) Purchase of investments (103) (43) (223) Sale of tangible fixed assets 61 358 581 Grant funding received 0 0 56 Sale of investments 135 0 134 Net cash outflow for ----- ----- ----- capital expenditure and financial investment (13,799) (7,281) (21,397) ===== ===== ===== Acquisitions and disposals Purchase of subsidiary undertakings 0 (1,100) (2,711) Cash at bank and in hand/ (bank overdraft) acquired 163 0 (67) Sale of subsidiary undertaking 0 0 33,532 Additional funding of joint venture (158) (197) (328) Net cash inflow/(outflow) ----- ----- ----- for acquisitions and disposals 5 (1,297) 30,426 ===== ===== ===== Financing Issue of ordinary share capital 1,238 1,218 1,368 ------ ------ ----- Debt due within one year: Repayment of unsecured loans (28,000) (10,175) (71,908) Repayment of loan notes (470) (39) (101) Debt due beyond a year: Capital element of finance lease rental payments (1,425) (1,253) (1,277) ------ ------ ----- (29,895) (11,467) (73,286) ------ ------ ------ Net cash outflow from financing (28,657) (10,249) (71,918) ===== ===== ===== 8 ANALYSIS OF NET DEBT At 27 Dec Cash Other Exchange At 27 Jun 1998 Flow non-cash movement 1999 changes £'000 £'000 £'000 £'000 £'000 Cash at bank and in hand 28,866 (21,941) 0 (66) 6,859 Debt due after one year (32,000) 28,000 0 0 (4,000) Debt due within one year (3,000) 0 0 0 (3,000) Loan notes (6,451) 470 (310) 0 (6,291) Finance leases (53,155) 1,425 921 0 (50,809) ------ 29,895 ------ Current asset 67 0 0 0 67 investments ------ ------ ------ ----- ------ Total (65,673) 7,954 611 (66) (57,174) ===== ===== ===== ===== ===== 9 SALE OF BUSINESS The cash inflow for the 1998 full year of £33.532m relates to the proceeds received, less associated expenses, from the disposal of the USA division during 1998. 10 PURCHASE OF SUBSIDIARY UNDERTAKINGS 26 weeks 26 weeks 52 weeks ended ended ended 27 Jun 28 Jun 27 Dec 1999 1998 1998 £'000 £'000 £'000 Net assets acquired: Tangible fixed assets 109 0 170 Debtors 114 0 614 Cash at bank and in hand 163 0 0 Bank overdraft 0 0 (67) Creditors (51) 0 (484) Taxation 0 0 (95) Loans and finance leases 0 0 (25) ---- ---- ---- 335 0 113 Goodwill arising on the acquisition in the year 0 0 1,498 ---- ---- ---- 335 0 1,611 ==== ==== ==== Satisfied by: Cash 0 0 1,611 Intercompany debt 335 0 0 ---- ---- ---- 335 0 1,611 ==== ==== ==== Analysis of the net (inflow)/ outflow of cash in respect of acquisitions Cash consideration 0 0 1,611 Deferred consideration paid 0 1,100 1,100 ---- ---- ---- 0 1,100 2,711 (Cash at bank)/bank overdraft acquired (163) 0 67 ---- ---- --- Net (inflow)/outflow of cash in respect of the purchase of businesses (163) 1,100 2,778 ==== ==== ==== On 8 June 1999 the group acquired the remaining 50% of its joint venture interest in Channel One Liverpool Limited. The fair value of the net assets acquired of £0.335m was settled by intercompany debt. On 6 November 1998 the group acquired Mediaserve Limited for a cash consideration of £1.611m. In addition during 1998 the Group paid a further £1.1m of cash as part of the £4.0m deferred consideration payable on the acquisition of the Computer Trade Only title which was acquired on 3 October 1997. 11 DISTRIBUTION This statement is being sent to all holders of the Company's ordinary shares. Copies will be available to members of the public at the Company's registered office; Kingsfield Court, Chester Business Park, Chester CH4 9RE. INDEPENDENT REVIEW REPORT TO TRINITY PLC Introduction We have been instructed by the company to review the financial information set out on pages 8 to 16 and we have read the other information contained in the interim report and considered whether it contains any apparent misstatements or material inconsistencies with the financial information. Directors' responsibilities The interim report, including the financial information contained therein, is the responsibility of, and has been approved by the directors. The Listing Rules of the London Stock Exchange require that the accounting policies and presentation applied to the interim figures should be consistent with those applied in preparing the preceding annual accounts except where any changes, and the reasons for them, are disclosed. Review work performed We conducted our review in accordance with the guidance contained in Bulletin 1999/4 issued by the Auditing Practices Board. A review consists principally of making enquiries of group management and applying analytical procedures to the financial information and underlying financial data and based thereon, assessing whether the accounting policies and presentation have been consistently applied unless otherwise disclosed. A review excludes audit procedures such as tests of controls and verification of assets, liabilities and transactions. It is substantially less in scope than an audit performed in accordance with Auditing Standards and therefore provides a lower level of assurance than an audit. Accordingly, we do not express an audit opinion on the financial information. Review conclusion On the basis of our review we are not aware of any material modifications that should be made to the financial information as presented for the 26 weeks period ended 27 June 1999. Deloitte & Touche Chartered Accountants 201 Deansgate Manchester M60 2AT

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