Final Results

RNS Number : 3375P

St. Ives PLC

01 October 2013

 



1 October 2013                                  

ST IVES plc

Preliminary Results for the 53 weeks ended 2 August 2013

St Ives plc, the UK's leading marketing services and print Group, announces preliminary results for the 53 weeks ended 2 August 2013.

Group Financial Highlights

·   Underlying* revenue down 3.2% to £317.0m (2012: £327.4m)

·   Underlying* profit before tax up 10.7% to £26.8m (2012: £24.2m)

·   Underlying* basic earnings per share up 8.5% to 16.93p (2012: 15.61p)

·   Profit before tax up 10.5% to £7.1m (2012**: £6.4m)

·   Basic earnings per share up 9.7% to 4.73p (2012 **: 4.31p)

·   Total dividend up 13.0% to 6.50p per share (2012: 5.75p per share)

·   Net debt of £15.2m after a cash outflow of £22.3m (2012: £22.0m) on acquisitions during the year (2012: net debt £13.4m)

*  Before non-underlying items which comprise restructuring costs, provision releases, operating results of non-continuing sites, net profit on disposal of property, plant and equipment, acquisition costs, consideration required to be treated as remuneration, amortisation of acquired intangibles and other one-off items.

** The results for the prior period have been restated for the change in accounting policy on contingent consideration required to be treated as remuneration for post combination services.

Operational Highlights

·   Marketing Services now accounts for approximately 35% of Group Operating Profit including profit from acquisitions made during the year on an annualised basis.

·   Marketing Services Operating Profit of £7.6m is more than the Operating Profit of the entire Group in 2009.

·   Acquisitions of Amaze and Branded3 further enhanced the Group's Marketing Services' digital offering.

·   International expansion of Marketing Services into New York and Singapore in response to existing client demand.

·   Disposal of St Ives Direct Bradford Limited effectively completes the exit from our non-core printing operations.

Commenting on the results and the outlook for the Group, Chief Executive Patrick Martell said:

"I am pleased to report further progress in our stated strategy of building a broadly-based marketing solutions offering whilst moving away from commoditised print markets. Our Marketing Services segment has hit its target of contributing over 30% of the Group's operating profit, on an annualised basis, ahead of plan, and now generates more operating profit than the entire Group four years ago. In addition, we have significantly improved the overall performance of our retained print businesses and will continue to selectively invest in them to broaden the offering and maintain their market leading positions.

Our focus is on converting growth opportunities within Marketing Services.  This will be achieved through increased cross-selling, developing new sector based propositions, continued investment in our existing businesses, client led international expansion, and further carefully chosen acquisitions. We are confident that the Group is well positioned for future growth."

For further information contact:

St Ives plc Patrick Martell, Chief Executive Matt Armitage, Chief Financial Officer and                         Group Managing Director -                         Marketing Services	020 7928 8844
MHP Communications John Olsen Giles Robinson	020 3128 8100

Chief Executive's Performance Review

Another Strong Financial Performance

The Group once again delivered a strong financial performance for the year.

Underlying profit before tax grew to £26.8 million (2012 - £24.2 million) with underlying basic EPS increasing by 8.5% to 16.93 pence (2012 - 15.61 pence).  Underlying Group revenue of £317.0 million was 3.2% lower than the previous year.  On a like-for-like basis, removing the effect of acquisitions and the print sectors we have exited, Group revenue is in line with the previous year.

The improvements reflect growth in our Marketing Services segment, which contributed 27.7% of the Group's underlying operating profit during the financial year. Our integration of the Marketing Services businesses continues to add value.

Net debt rose slightly to £15.2 million (2012 - £13.4 million) after a cash outflow of £22.3 million (2012 - £22.0 million) for the acquisitions of Amaze and Branded3, almost entirely offset by a significant working capital driven cash inflow.

The board is recommending a final dividend of 4.50 pence, making a full year dividend of 6.50 pence (2012 - 5.75 pence) to be paid on 20 December 2013 to shareholders on the register at 29 November 2013 with an ex-dividend date of 27 November 2013.

Our Strategy

Our business strategy is to continue to grow organically and through the acquisition of strategically relevant businesses that broaden and strengthen our client proposition and provide a platform for strong financial performance. At our core, we maintain a focus on helping our clients to understand and influence customer behaviour.

We believe effective marketing requires a blend of innovation and execution. Innovation comes from intelligent consumer and market insights; execution builds engagement across the optimal range of media channels.

The Group's senior management team, including the managing directors of the constituent businesses, is collaborative, open and straightforward. These qualities are essential as we develop our increasingly integrated offering, and will support the Group's future successes.

Reaping the Rewards of Business Realignment

Three years ago, the Group set out to develop an integrated marketing services offering that would reverse the decline in revenue and profit in our commoditised print operations, while delivering growth through long-term relationships and higher margins. To support this, the Group made the decision to exit these failing print markets while making all of St Ives' remaining Print businesses profitable. We have exited commoditised print markets such as magazines, the printing of corporate annual reports, CD/DVD insert printing and direct mail. On 30 September 2013, we completed the sale of St Ives Direct Bradford Limited, a Direct Response business.

We have achieved a fundamental realignment of our business and have clearly demonstrated the business case of our decision to diversify into marketing services. We have continued to invest in our print businesses serving markets with a need for added value services. Other than Clays, our specialist book printing and distribution business, all other Group businesses now provide marketing related services, including marketing print.

Our transition has been a success. We said in 2011 that within three years between 30% and 40% of the Group's operating profit would come from Marketing Services. I am pleased to report that during the year under review we achieved approximately 35%, including profits from acquisitions made during the year on an annualised basis, ahead of our repositioning target. Our Marketing Services segment now makes more operating profit than the entire St Ives Group did in 2009. In addition, the Print Services segment is significantly more profitable than in 2009.

Our acquisition of Amaze and Branded3, in March and May 2013 respectively, created an additional pillar in our Marketing Services strategy.  We already held strong positions in data marketing, consultancy services and field marketing, and have now added digital solutions.  

The power of the Group continues to come from collaboration across our businesses. We have successfully created a commitment to cross-selling and this contributed to a number of key business wins during the year.

Pragma, for example, supported investment company Rutland Partners in connection with the acquisition of the UK dine-in Pizza Hut business. The new Rutland Partners management team then engaged Amaze, another St Ives company, to energise Pizza Hut's online offering with a new digital strategy.

Market Outlook

Looking ahead, we aim to strengthen our individual businesses and develop further customer value propositions through the Group's unique cross-media capabilities. With our existing blue-chip customer base, we have an excellent platform for extending the scope of our products and services.

The Group is well positioned to benefit from any upturn in the economy. We have well-established businesses, all of which are well-regarded, and have built a strong position in the growth areas of digital marketing and research.  We believe a number of important trends - omnichannel, big data and digital platforms - will assist our future growth.

Latest reports on marketing services provide encouraging indicators. The July 2013 Bellwether report, for example, reported that marketing budgets were sharply higher during Q2 of 2013. The net positive balance of marketing budget increases to cuts was the highest since Q3 2007.

Segment Overview

Marketing Services

Our Marketing Services segment comprises two data marketing businesses, two digital marketing businesses, two consultancies and a field marketing specialist.

	2013 £'000	2012 £'000
Underlying revenue	64,062	47,049
Underlying operating profit	7,567	4,011

 

Data Marketing

Our Data Marketing businesses - Occam and Response One - represented 42% of Marketing Services revenue at £27.1 million (2012 - £24.8 million). During the year we continued to be successful in winning new business and in creating synergies across the two businesses, with important wins including Johnston Press and the RAC Group where the two businesses worked together to provide a combined solution for both of these organisations.

During the course of the year, Response One were awarded the accolade of Supplier of the Year for best use of Insight by the Institute of Fundraising for work carried out for Battersea Dogs & Cats Home.  The campaign exceeded all targets with a 27% increase in response and 24% increase in income against target.  Occam has also had a successful year, adding new clients to their roster including Volvo and TD Investments.

Digital Marketing

We created a strong digital component to our operations during the year with the acquisitions of Amaze, a leading digital marketing and technology business, and Branded3, a successful search engine optimisation (SEO) and digital agency.

The acquisitions contributed 12% of Marketing Services revenue of £7.7 million having joined the Group in the second half of this financial year.

These are two very strong businesses that bring highly talented teams into the Group and open up exciting opportunities in new markets and with new customers. There is significant potential for collaboration too, with Amaze and Branded3 working on joint pitches immediately after joining the Group. Our existing clients have shown significant interest in the capabilities of these newly acquired companies.

Consultancy Services

Our Consultancy Services businesses - Pragma and Incite - represented 26% of the Marketing Services segment revenue at £16.8 million (2012 - £7.3 million).

Pragma is a leader in its field of market research-led consultancy services and is particularly strong in the retail strategy sector, where it is one of the fastest-growing brands. Pragma is an award-winner in commercial due diligence and provides investor services to a number of banks and private equity clients. This business relocated to our central London head office during the year. We have invested in a 30% increase in headcount since acquiring the business in late 2011 to capture growing demand.

Incite, our strategic market research business acquired in February 2012, has opened offices in New York and Singapore in response to existing client demand and forms a base from which to pursue new international clients.

Field Marketing

Our Field Marketing business - Tactical Solutions - contributed 19% of Marketing Services revenue at £12.4 million (2012 - £14.9 million), 17% lower than last year as the extremely successful Christmas trading period experienced in 2011 was not repeated to the same extent in 2012. This business remains one of the UK's leading field marketing companies providing outsourced in-store marketing for leading brands. We have seen closer integration this year between Tactical Solutions and SP Group, our point of sale (POS) print specialist. In servicing Sainsbury's, to take one example, we now design, manufacture, distribute, install and audit POS material.

Print Services

Our Print Services segment comprises two customer offerings, Books, and Marketing Print.

	2013 £'000	2012 £'000
Underlying revenue	252,974	280,327
Underlying operating profit	19,731	20,442

 

Books

The Group's Books business, trading under the Clays brand, accounted for 28% of the Print Services segment's revenue.  Books revenue was down by 5% compared to 2012 at £71.3 million (2012 - £75.0 million) although market share was maintained.

Clays is the market leader in producing monochrome books. It specialises in meeting demand for quick-response small print runs and delivering direct to retail outlets. We have invested in new digital production facilities that allow us to profitably print book quantities down to as low as a single unit.

Marketing Print

Our marketing print businesses consist of our POS specialist SP Group, our exhibitions and events business Service Graphics and direct response provider St Ives Direct. Our revenue from marketing print was £181.7 million (2012 - £205.2 million), 12% below last year and accounted for 72% of the overall Print Services segment revenue.

Service Graphics benefited from a strong flow of work following the London 2012 Olympic Games and won ongoing business from Transport for London on the back of this.

SP Group performed well during the year and continues to grow,  fulfilling demand for POS that can be produced quickly and cost effectively and distributed nationally for retailers that are running more frequent campaigns with shorter lead times.

Direct Response continues to operate in an over-supplied market.  The Group downsized the production of direct mail and commercial print to one site during the year and on 30 September 2013, we sold St Ives Direct Bradford Limited.

Our Future Business Model

Our business model over the next three years is based on growth, with the Group providing financial support to its component businesses and fostering a culture of collaboration. The companies St Ives acquires will continue to run as separate brands, giving them the freedom to develop their own intellectual property and be leading players within their markets.

We are targeting organic growth within our Marketing Services businesses through increased cross-selling, sector-based propositions, international expansion and investment to reap their full potential. We also expect to supplement organic growth with further acquisitions.

Our Marketing Services segment now offers data marketing, digital marketing, consultancy services and field marketing and further acquisitions will strengthen our integrated offering. The Group's role will be to support the businesses with investment for growth and to facilitate collaboration.

While print will continue to be a challenging market sector, it will remain integral to our offering. In books, large-format graphics and POS manufacturing, we are the market leader and are investing to retain that leadership. These markets are all strategically important to St Ives. However, our Print Services segment is expected to make a lower contribution proportionally to the Group in the face of continuing decreases in volume exerting downward pressure on prices and as Marketing Services continue to grow.

The overall picture from now to the end of 2016 therefore sees Marketing Services becoming our dominant business, contributing the majority of the Group's operating profit by 2016.

By the end of July 2013, more than 50 of our customers were trading with us through more than one point of contact. The fact that this figure in 2009 was in single figures underlines the success of our culture of collaboration.

We believe it is this growing synergy across our businesses that will be a strong foundation for our future growth. All our businesses can be successful as stand-alone units but they achieve much more when they work together. We will continue to encourage and reward successful collaborative behaviour, instilling a culture of collaboration across the Group for the benefit of our staff, our shareholders and our customers.

Patrick Martell

Chief Executive

1 October 2013

Financial Review

Overview of Revenue

Underlying revenue for the Group decreased by £10.3 million (3.2%) to £317.0 million. On a like-for-like basis, removing the effect of acquisitions and the print sectors we have exited, Group revenue is in line with the previous year.

Underlying revenue for the Marketing Services segment increased by £17.0 million (36.2%). Within Data Marketing, revenue increased by £2.3 million (9.2%), primarily due to a number of successful new-business wins. The Digital Marketing businesses, Amaze and Branded3, acquired during the year delivered revenue of £7.7 million. Revenue for Consultancy Services increased by £9.5 million (130.7%) due to a combination of strong organic growth and the full year effect of the businesses acquired during the previous financial year. Revenue within Field Marketing reduced by £2.5 million (16.7%) as the extremely successful Christmas trading period experienced in the prior financial year was not repeated to the same extent in the financial year just ended.

Underlying revenue from the Print Services segment decreased by £27.4 million (9.8%). Revenue decreased by 5.0% in the Books business but market share was maintained. Exhibitions and Events revenue decreased by 19.4% due to the one-off nature of the Olympics work experienced in the previous financial year and revenue for the Point of Sale business decreased by 7.5%. Direct Response revenue declined by 12.2%, due to planned reductions in capacity and our exit from unprofitable markets.

From a geographical point of view, 95.8% (2012 - 96.6%) of our Marketing Services and Print Services' revenue is generated within the UK.

Gross Profit Margin and Underlying Profitability

Underlying gross profit margin has increased from 27.4% to 28.9%. Gross margins within the Marketing Services segment are significantly higher than those within the Print Services segment and therefore the growth of this segment has led to the overall improvement in margin at Group level. Despite the revenue decline within the Print Services segment, gross margins in the segment were maintained due to improved work mix, lower levels of outsourced work, improved production efficiencies, successful procurement initiatives and the labour cost reductions resulting from restructuring activities.

Underlying selling and administrative overheads decreased by £1.2 million with restructuring related overhead reductions within the Print Services segment partially offset by new acquisitions and investment within the Marketing Services businesses.

As a result of these management actions, underlying profit before taxation for the Group increased from £24.2 million to £26.8 million (7.4% to 8.5% of revenue).

Change in Accounting Policy

In January 2013, the International Financial Reporting Standards Interpretations Committee (IFRIC) issued revised guidance in respect of IFRS 3 "Business Combinations". Under this guidance, contingent consideration for acquired subsidiaries where the selling shareholders continue to be employed by the Group, but which is automatically forfeited upon termination of employment, is now required to be classified as remuneration for post-combination services. Prior to this revised guidance, the contingent consideration could be treated for accounting purposes as either consideration or remuneration depending on the substance of the transaction. The Group has accordingly changed its accounting policy to conform with the revised guidance, and the prior year comparatives have been re-stated.

Non-underlying Items

The Group has undergone further restructuring during the year in order to mitigate the effects of the economic downturn, remove excess capacity, exit unprofitable markets and improve operating performance.

The £19.8 million net charge before tax (2012 - £17.8 million) relates to: redundancy, asset impairment and other restructuring related costs (net of associated asset disposals) within our Direct Response, Books, Point of Sale, Exhibition and Events, Head Office and Consultancy businesses of £8.7 million; acquisition related transaction costs of £0.7 million; the amortisation of acquired intangibles of £5.3 million; deferred consideration required to be treated as remuneration of £3.5 million; and the impairment of available for sale asset of £1.6 million.

Balance Sheet

The Consolidated Balance Sheet has strengthened with net assets increasing to          £148.2 million (2012 - £131.9 million). The movement reflects the profit after taxation of £5.6 million; dividends of £7.2 million; actuarial gains on the defined benefits pension scheme (net of deferred tax) of £13.0 million; and the impact of the issue of shares of £4.9 million.

Net Debt

Net debt increased during the year from £13.4 million to £15.2 million. The modest increase in debt was primarily due to the acquisition of Amaze and Branded3, partly offset by a strong working capital performance.

In May 2012, the Group concluded a new £55.0 million committed revolving multicurrency credit agreement which expires on 31 October 2015. In June 2013 the committed facility was increased to £70.0 million in order to enable future growth. The undrawn portion of this facility at the end of the year was £25.0 million (2012 - £30.0 million).

Capital Expenditure and Depreciation

Capital expenditure in cash flow terms on property, plant and equipment, together with additions to intangible assets, other than in the context of acquisitions, was £6.5 million (2012 - £7.0 million) and cash receipts from asset disposals were £0.3 million (2012 - £4.9 million). Depreciation and amortisation (other than in the context of acquisitions) charged in the year was £8.3 million (2012 - £8.7 million).

The Group's businesses are very well invested and they are therefore able to operate at reduced levels of capital expenditure versus historic levels without any deterioration in competitive advantage. The Group will, however, continue to invest in those businesses that present opportunities for growth.

Acquisitions

On 28 March 2013, the Group acquired Amaze plc, one of the UK's leading marketing and technology consultancies. The total consideration payable for the business, net of cash acquired, was £14.3 million.

On 16 May 2013, the Group acquired Branded3 Search Limited, a leading search engine optimisation and digital marketing business. The total consideration payable for the business, net of cash acquired, was £18.2 million.

Disposal

On 30 September 2013 the Group sold St Ives Direct Bradford Limited. Total consideration for the disposal will be £8.0 million comprising £3.0 million payable immediately and £5.0 million of deferred consideration.

Tax

The Group's tax rate on underlying profit before tax was 24.4% (2012 - 26.1%).

The non-underlying tax credit of £5.1 million (2012 - £4.7 million) relates to the non-underlying items and the revaluation of deferred tax liabilities following the substantial enactment of the reduction in the corporation tax rate from 23% to 20%.

Dividends

The board is recommending a final dividend of 4.50 pence, bringing the total dividend for the year to 6.50 pence, resulting in an underlying dividend cover of 2.6 times.

The Group remains cash-generative with a modest level of debt at the end of the financial year. Retained earnings in the Consolidated Balance Sheet at 2 August 2013 were         £77.9 million (2012 - £64.5 million).

Pensions

The surplus (on an IAS 19 basis) in the Defined Benefits pension scheme at the end of the year, excluding the related deferred tax liability, was £0.1 million (2012 - £20.0 million deficit). The elimination of the deficit is due, primarily, to an increase in corporate bond yields, which in turn increased the applied discount rate, from 4.5% to 4.75%, partially offset by an increase in the assumed rate of inflation.

The charge to underlying operating profit for this scheme was £0.2 million (2012 - £0.2 million) which represents the costs of its administration. The Consolidated Income Statement also includes a net financing credit of £0.4 million (2012 - £1.1 million) which reflects the expected return on assets of the scheme based on market rates available at the start of the financial year, less the effect of the fact that the benefits are one year closer to being paid.

The Group currently contributes £2.2 million per annum in order to meet its obligations regarding the current level of deficit within the scheme. The scheme's triennial valuation was as at April 2013 and discussions with the scheme trustee are therefore underway for the future funding levels.

Matt Armitage

Chief Financial Officer and

Group Managing Director - Marketing Services

1 October 2013

Consolidated Income Statement

53 weeks to 2 August 2013

52 weeks to 27 July 2012 (Restated)**

	Note	Underlying £'000	Non-underlying* (note 3) £'000	Total £'000	Underlying £'000	Non-underlying* (note 3) £'000	Total £'000
Revenue	2	317,036	5,643	322,679	327,376	2,083	329,459
Cost of sales		(225,495)	(7,394)	(232,889)	(237,686)	(4,066)	(241,752)
Gross profit/(loss)		91,541	(1,751)	89,790	89,690	(1,983)	87,707
Selling costs		(20,969)	(908)	(21,877)	(24,469)	(739)	(25,208)
Administrative expenses		(43,283)	(17,375)	(60,658)	(40,952)	(16,535)	(57,487)
Other operating income		9	271	280	184	1,421	1,605
Profit/(loss) from operations	2	27,298	(19,763)	7,535	24,453	(17,836)	6,617
Investment income		12,598	-	12,598	15,239	-	15,239
Finance costs		(13,073)	-	(13,073)	(15,464)	-	(15,464)
Profit/(loss) before tax		26,823	(19,763)	7,060	24,228	(17,836)	6,392
Income tax (charge)/credit	4	(6,557)	5,090	(1,467)	(6,316)	4,737	(1,579)
Net profit/(loss) for the period		20,266	(14,673)	5,593	17,912	(13,099)	4,813
Attributable to:
Shareholders of the parent company		20,291	(14,616)	5,675	17,795	(12,879)	4,916
Non-controlling interests		(25)	(57)	(82)	117	(220)	(103)
		20,266	(14,673)	5,593	17,912	(13,099)	4,813
Basic earnings per share (p)	6	16.93	(12.20)	4.73	15.61	(11.30)	4.31
Diluted earnings per share (p)	6	16.41	(11.82)	4.59	15.44	(11.18)	4.27

*  Non-underlying items comprise restructuring costs, provision releases, operating results of non-continuing sites, net profit on disposal of property, plant and equipment, acquisition costs, consideration required to be treated as remuneration, amortisation of acquired intangibles and other one-off items.

** The results for the prior period have been restated for the change in accounting policy on contingent consideration required to be treated as remuneration for post combination services (note 10).

Consolidated Statement of Comprehensive Income

	53 weeks to 2 August 2013  £'000	52 weeks to 27 July 2012 (Restated)**  £'000
Profit for the period	5,593	4,813
Items that will not be reclassified subsequently to profit or loss:
Actuarial gains/(losses) on defined benefits pension schemes	17,199	(11,256)
Tax (charge)/credit on items taken directly to equity	(4,201)	2,063
	12,998	(9,193)
Items that may be reclassified subsequently to profit or loss:
Transfers of gains on cash flow hedges to hedged items	(66)	(5)
(Losses)/gains on cash flow hedges	(50)	66
Tax credit/(charge) on items taken directly to equity	2	(14)
	(114)	47
Other comprehensive income/(expense) for the period	12,884	(9,146)
Total comprehensive income/(expense) for the period	18,477	(4,333)
Attributable to:
Shareholders of the parent company	18,559	(4,230)
Non-controlling interests	(82)	(103)
	18,477	(4,333)

** The results for the prior period have been restated for the change in accounting policy on contingent consideration required to be treated as remuneration for post combination services (note 10).

Consolidated Statement of Changes in Equity

	Share capital £'000	Additional paid-in capital† (Restated)** £'000	ESOP reserve £'000	Treasury shares £'000	Share option reserve (Restated)**  £'000	Hedging and translation reserve £'000	Other reserves £'000	Retained earnings (Restated)** £'000	Non-controlling interest (Restated)** £'000	Total £'000
Balance at 30 July 2011	10,585	48,778	(1,144)	-	656	4	48,294	74,686	477	134,042
Profit/(loss) for the period	-	-	-	-	-	-	-	4,916	(103)	4,813
Other comprehensive income/(expense) for the period	-	-	-	-	-	47	47	(9,193)	-	(9,146)
Comprehensive income/(expense) for the period	-	-	-	-	-	47	47	(4,277)	(103)	(4,333)
Adjustment in respect of acquisition of subsidiary	-	-	-	-	-	-	-	-	(13)	(13)
Dividends	-	-	-	-	-	-	-	(5,774)	-	(5,774)
Issue of share capital	1,398	2,250	788	-	-	-	3,038	(607)	-	3,829
Transfer of contingent consideration deemed as remuneration	-	43	-	-	(532)	-	(489)	448	-	(41)
Recognition of share-based payments	-	-	-	-	4,227	-	4,227	-	-	4,227
Balance at 27 July 2012	11,983	51,071	(356)	-	4,351	51	55,117	64,476	361	131,937
Profit/(loss) for the period	-	-	-	-	-	-	-	5,675	(82)	5,593
Other comprehensive (expense)/income for the period	-	-	-	-	-	(114)	(114)	12,998	-	12,884
Comprehensive (expense)/income for the period	-	-	-	-	-	(114)	(114)	18,673	(82)	18,477
Dividends	-	-	-	-	-	-	-	(7,170)	-	(7,170)
Issue of share capital	188	393	1,967	-	(221)	-	2,139	(1,369)	-	958
Transfer of contingent consideration deemed as remuneration	-	401	-	-	(3,344)	-	(2,943)	3,331	-	388
Exchange differences	-	-	-	-	-	(11)	(11)	-	-	(11)
Purchase of own shares	-	-	(1,811)	(62)	-	-	(1,873)	-	-	(1,873)
Recognition of share-based payments	-	-	-	-	4,919	-	4,919	-	-	4,919
Deferred tax on share-based payments	-	-	-	-	564	-	564	-	-	564
Balance at 2 August 2013	12,171	51,865	(200)	(62)	6,269	(74)	57,798	77,941	279	148,189

** The results for the prior period have been restated for the change in accounting policy on contingent consideration required to be treated as remuneration for post combination services (note 10).

† Additional paid-in capital includes share premium, merger reserve and capital redemption reserve.

Consolidated Balance Sheet

	Note	2 August 2013 £'000	27 July 2012 (Restated)** £'000	29 July 2011 (Restated)** £'000
Assets
Non-current assets
Property, plant and equipment		56,232	56,361	62,376
Goodwill		90,148	70,824	62,253
Other intangible assets		33,039	31,325	11,522
Available for sale		1,517	3,050	-
Retirement benefits surplus	7	84	-	-
Other non-current assets		724	-	2,429
		181,744	161,560	138,580
Current assets
Inventories		8,106	7,038	7,182
Trade and other receivables		67,597	89,498	65,110
Derivative financial instruments		735	76	4
Cash and cash equivalents	9	15,581	12,109	16,262
		92,019	108,721	88,558
Total assets		273,763	270,281	227,138
Liabilities
Current liabilities
Obligations under finance lease		169	-	-
Trade and other payables		75,098	80,119	69,363
Derivative financial instruments		44	-	-
Income tax payable		2,104	1,752	3,283
Deferred consideration payable		2,051	2,221	851
Deferred income		4,320	824	376
Provisions		1,625	1,348	1,626
		85,411	86,264	75,499
Non-current liabilities
Loans		30,000	25,550	-
Obligations under finance lease		576	-	-
Retirement benefits obligations	7	-	19,991	12,295
Deferred consideration payable		-	-	688
Provisions		1,156	1,190	687
Deferred tax liabilities		8,431	5,349	3,927
		40,163	52,080	17,597
Total liabilities		125,574	138,344	93,096
Net assets		148,189	131,937	134,042
Equity
Capital and reserves
Share capital		12,171	11,983	10,585
Other reserves		57,798	55,117	48,294
Retained earnings		77,941	64,476	74,686
Attributable to shareholders of the parent company		147,910	131,576	133,565
Non-controlling interests		279	361	477
Total equity		148,189	131,937	134,042

** The results for the prior periods have been restated for the change in accounting policy on contingent consideration required to be treated as remuneration for post combination services (note 10).

Consolidated Cash Flow Statement

	Note	53 weeks to 2 August 2013  £'000	52 weeks to 27 July 2012 (Restated)**  £'000
Operating activities
Cash generated from operations	9	35,932	8,108
Interest paid		(1,056)	(1,442)
Income taxes paid		(3,557)	(5,700)
Net cash generated from operating activities		31,319	966
Investing activities
Purchase of property, plant and equipment		(6,110)	(6,426)
Purchase of other intangibles		(420)	(613)
Proceeds on disposal of property, plant and equipment		326	4,917
Disposal proceeds of subsidiaries, net of cash disposed		2,537	2,255
Acquisition of subsidiaries, net of cash acquired	8	(22,204)	(21,978)
Disposal of available for sale financial assets		596	-
Purchase of available for sale financial assets		(517)	(2,500)
Net cash used in investing activities		(25,792)	(24,345)
Financing activities
Dividends paid	5	(7,170)	(5,774)
Increase in finance lease obligations		676	-
Increase in bank loans		4,450	25,000
Net cash (used in)/generated from financing activities		(2,044)	19,226
Net increase/(decrease) in cash and cash equivalents		3,483	(4,153)
Cash and cash equivalents at beginning of the period		12,109	16,262
Effect of foreign exchange rate changes		(11)	-
Cash and cash equivalents at end of the period	9	15,581	12,109

** The results for the prior period have been restated for the change in accounting policy on contingent consideration required to be treated as remuneration for post combination services (note 10).

Notes to the Preliminary Results

1. Basis of preparation

The preliminary results have been prepared on the basis of the accounting policies as set out in the Group's Annual Report and Accounts 2013.

The financial information set out in the preliminary results does not comprise statutory accounts for the purpose of section 434 of the Companies Act 2006 in respect of the period ended 2 August 2013 and 27 July 2012.

The financial information for the period ended 2 August 2013 has been extracted from the Group's 2013 statutory accounts for that period which have been prepared on a going concern basis and in accordance with the recognition and measurement principles
of International Financial Reporting Standards as adopted by European Union ('IFRS') and those parts of the Companies Act 2006 applicable to companies reporting under IFRS.
The 2013 statutory accounts will be delivered to the Registrar of Companies following the Company's 2013 Annual General Meeting.

The financial information for the period ended 27 July 2012 has been extracted from the Group's statutory accounts for that period which have been delivered to the Registrar of Companies with the exception of the restated amounts as disclosed in note 10. The Auditor's report on both the Group's 2013 and 2012 statutory accounts were unqualified and did not contain statements under sections 498(2) or 498(3) of the Companies Act 2006 in respect of the 2013 and 2012 statutory accounts.

2. Segment reporting

The Group manages its business on a market segment basis. The nature of the market segments is described in the Chief Executive's Performance Review. The Marketing Services segment comprises the Data Marketing, Digital Marketing, Field Marketing and Consultancy Services businesses. The Print Services segment comprises the Group's Books, Exhibition and Events, Point of Sale and Direct Response businesses.

During the current year the Group acquired a marketing and technology consultancy business, Amaze plc and a search engine optimisation and digital marketing business, Branded3 Search Limited. The acquired entities are recorded as Digital Marketing businesses within Marketing Services.

Inter-segment sales are charged at arm's length prices. Corporate costs before non-underlying items are allocated to revenue-generating segments as this better reflects their profitability.

Business segments

53 weeks to 2 August 2013

	Marketing Services £'000	Print Services £'000	Eliminations £'000	Total £'000
Revenue
External sales	64,062	252,974	-	317,036
Group sales	2,174	352	(2,526)	-
Underlying revenue	66,236	253,326	(2,526)	317,036
Non-underlying revenue (note 3)	-	5,643	-	5,643
Total revenue	66,236	258,969	(2,526)	322,679
Result
Result before non-underlying items	7,567	19,731	-	27,298
Non-underlying items (note 3)	(10,028)	(9,735)	-	(19,763)
(Loss)/profit from operations	(2,461)	9,996	-	7,535
Investment income				12,598
Finance costs				(13,073)
Profit before tax				7,060
Income tax charge				(1,467)
Profit for the period				5,593

52 weeks to 27 July 2012 (restated)

	Marketing Services £'000	Print Services £'000	Eliminations £'000	Total £'000
Revenue
External sales	47,049	280,327	-	327,376
Group sales	608	211	(819)	-
Underlying revenue	47,657	280,538	(819)	327,376
Non-underlying revenue	-	2,083	-	2,083
Total revenue	47,657	282,621	(819)	329,459
Result
Result before non-underlying items	4,011	20,442	-	24,453
Non-underlying items (note 3)	(12,228)	(5,608)	-	(17,836)
(Loss)/profit from operations	(8,217)	14,834	-	6,617
Investment income				15,239
Finance costs				(15,464)
Profit before tax				6,392
Income tax charge				(1,579)
Profit for the period				4,813

3. Non-underlying items

Non-underlying items disclosed on the face of the Consolidated Income Statement included in respect of continuing operations are as follows:

Expense/(income)	2013 £'000	2012 (restated) £'000
Restructuring items
Redundancies, impairments and other charges	7,538	6,699
Provision releases	(292)	-
Profit on disposal of property, plant and equipment	(271)	(1,421)
Operating losses from non-continuing sites	1,723	601
	8,698	5,879
Other
Amortisation of acquired intangibles	5,314	3,729
Impairment of available for sale asset	1,581	-
Costs associated with the acquisition of subsidiaries and other investments	641	1,384
Contingent consideration required to be treated as remuneration	3,489	6,827
Remaining other non-underlying expenses	40	17
	19,763	17,836
Income tax credit	(5,090)	(4,737)
	14,673	13,099

Restructuring items

Included within redundancies, impairment and other charges are redundancies and other charges of £2,439,000 relating to the closures of the Leeds site. Also included are redundancies and other charges of £3,797,000 relating to restructuring activities in the Head Office, Books, Point of Sale and Exhibition and Events businesses. An impairment charge of £624,000 was recognised in respect of the Direct Response assets. The activities of these sites and businesses are recorded within the Print Services segment. Redundancy and restructuring costs of £386,000 were recorded in the Consultancy Services business, part of the Marketing Services segment.

Profit on the disposal of fixed assets includes a £255,000 gain on the disposal of plant and machinery in the Direct Response business, within the Print Services segment, and a gain of £16,000 in the Marketing Services segment.

In the current period, revenue of £5,643,000 and operating losses of £1,723,000 from non-continuing sites arose in respect of the Leeds site, within the Print Services segment.

Other

Amortisation of acquired intangibles relates to customer relationships and proprietary techniques acquired with Amaze and Branded3, in the current period as well as to customer relationships, proprietary techniques and in-house developed software acquired with Incite, Occam, Pragma, Response One and Tactical Solutions in prior periods. Costs associated with the acquisition of subsidiaries and investments include £641,000 in respect of the Amaze and Branded3 acquisitions. Following the change in accounting policy as set out in note 10, amounts paid to selling shareholders of £3,489,000 in respect of acquisitions is required to be treated as remuneration and is recorded in the Marketing Services segment.

Other non underlying items include additional consideration of £460,000 paid to the selling shareholders of Incite, £268,000 of costs in relation to the acquisition of tax losses of the former Magazine Printing businesses and a credit of £735,000 in relation to the revaluation of the Group's option to purchase the remaining 10% of the equity in Tactical Solutions.

Tax

In the current period, the tax credit relates to the items discussed above, losses recognised for the Magazine Printing businesses and to the revaluation of deferred tax liabilities following the substantial enactment of the reduction of the corporate tax rate from 23% to 20% (2012 - 25% to 23%).

4. Income tax charge/(credit)

Income tax on profit as shown in the Consolidated Income Statement is as follows:

	2013 £'000	2012 £'000
United Kingdom corporation tax charge/(credit) at 23.67% (2012 -  25.35%):
Current period	4,701	3,842
Adjustments in respect of prior periods	(748)	28
Total current tax charge	3,953	3,870
Deferred tax on origination and reversal of temporary differences:
United Kingdom deferred tax credit	(2,399)	(1,303)
Adjustments in respect of prior periods	(87)	(988)
Total deferred tax credit	(2,486)	(2,291)
Total income tax charge	1,467	1,579

The income tax charge/(credit) on the profit/(loss) before and after non-underlying items is
as follows:

	2013 £'000	2012 £'000
Tax charge on profit before non-underlying items	6,557	6,316
Tax credit on non-underlying items	(5,090)	(4,737)
	1,467	1,579

The charge can be reconciled to the profit before tax per the Consolidated Income Statement as follows:

	2013 £'000	2012 (restated) £'000
Profit before tax	7,060	6,392
Tax calculated at a rate of 23.67% (2012 - 25.35%)	1,671	1,620
Non-deductible charges on impairment of assets	473	-
Expenses not deductible for tax purposes	1,698	2,813
Non-taxable income	(174)	(12)
Effect of alternative use tax basis on sale of buildings	-	(957)
Effect of change in UK corporate tax rate	(1,366)	(925)
Adjustments in respect of prior periods	(835)	(960)
Total income tax charge	1,467	1,579

Income tax on the profit/(loss) as shown in the Consolidated Statement of comprehensive income is as follows:

	2013 £'000	2012 £'000
United Kingdom corporation tax credit at 23.67% (2012 - 25.35%)	(593)	-
Deferred tax on origination and reversal of temporary differences	4,792	(2,049)
Total income tax charge/(credit)	4,199	(2,049)

5. Dividends

	per share	2013 £'000	2012 £'000
Final dividend paid for the 52 weeks ended 29 July 2011	3.50p	-	3,756
Interim dividend paid for the 26 weeks ended 27 January 2012	1.75p	-	2,018
Final dividend paid for the 52 weeks ended 27 July 2012	4.00p	4,792	-
Interim dividend paid for the 27 weeks ended 1 February 2013	2.00p	2,378	-
Dividends paid during the period		7,170	5,774
Proposed final dividend at the period end of 4.50p per share     (2012 - 4.00p per share)	4.50p	5,469	4,792

The proposed final dividend is subject to the approval by shareholders at the 2013 Annual General Meeting and has not been included as a liability in these financial statements.

6. Earnings per share

The calculation of the basic and diluted earnings per share is based on the following data:

Number of shares

	2013 '000	2012 '000
Weighted average number of ordinary shares for the purposes of basic earnings per share	119,877	114,017
Effect of dilutive potential ordinary shares:
Share options	3,745	1,212
Weighted average number of ordinary shares for the purposes of diluted earnings per share	123,622	115,228

Basic and diluted earnings per share

2013

2012 (restated)

	Earnings £'000	Earnings per share pence	Earnings £'000	Earnings per share pence
Earnings and basic earnings per share from continuing activities
Underlying earnings and underlying earnings per share	20,291	16.93	17,795	15.61
Non-underlying items	(14,616)	(12.20)	(12,879)	(11.30)
Earnings and basic earnings per share	5,675	4.73	4,916	4.31
Earnings and diluted earnings per share from continuing activities
Underlying earnings and underlying earnings per share	20,291	16.41	17,795	15.44
Non-underlying items	(14,616)	(11.82)	(12,879)	(11.18)
Earnings and diluted earnings per share	5,675	4.59	4,916	4.27

Underlying earnings is calculated by adding back non-underlying items, as adjusted for tax, to the profit/(loss) for the period (see note 3).

7. Retirement benefits

The surplus in the Defined Benefits pension scheme at the end of the year, excluding the related deferred tax liability, was £0.1 million (2012 - £20.0 million deficit). The elimination of the deficit is due, primarily, to an increase in corporate bond yields, which in turn increased the applied discount rate, from 4.50% to 4.75%, partially offset by an increase in the assumed rate of inflation from 2.70% to 3.10%.

8. Acquisitions

Amaze

On 28 March 2013, the Group acquired 100% of all the issued share capital of Amaze plc (Amaze), a marketing and technology consultancy business. Goodwill arising on the acquisition relates to the value of future growth from new customers and of the assembled workforce.

Provisional purchase price allocation

	Historical net assets £'000	Fair value adjustments £'000	Fair value of net assets £'000
Customer relationships	-	4,783	4,783
Property, plant and equipment	700	-	700
Trade and other receivables	2,697	-	2,697
Bank balances and cash	1,030	-	1,030
Finance leases	(41)	-	(41)
Trade and other payables	(6,209)	1,774	(4,435)
Provision for repairs	-	(181)	(181)
Deferred tax assets/(liabilities)	147	(949)	(802)
Net assets acquired	(1,676)	5,427	3,751
Goodwill arising on acquisition			11,551
Total consideration			15,302

The fair value of the components of the total consideration payable are as follows:

			£'000
Cash consideration payment in the current period			15,279
Working capital payment in the current period			23
Total consideration			15,302

The acquisition had the following impact on investing cash outflows in the current period:

			£'000
Cash paid			15,302
Less cash acquired			(1,030)
Net cash outflow			14,272

At the acquisition date, it was estimated that all the trade and other receivables were collectible.

The deferred consideration is dependent upon the level of EBITDA achieved by Amaze for the year ending 31 December 2013. The total consideration payable is capped at £25,000,000 excluding a working capital adjustment of £23,000.

It is not expected that any of the goodwill will be deductible for income tax purposes.

The post-acquisition impact of Amaze on the Group's revenue and operating profit are as follows:

	2013 £'000
Revenue	6,340
Operating profit	511

Had Amaze been acquired at the beginning of the current period, it would have had the following incremental impact on the Group's revenue and operating profit in the current period:

	Pro Forma 2013 £'000
Revenue	11,774
Operating profit	1,129

Branded3

On 16 May 2013, the Group acquired 100% of all classes of shares in Branded3 Search Limited (Branded3), a provider of search optimisation and digital marketing services. Goodwill arising on the acquisition relates to the value of future growth from new customers and of the assembled workforce.

Provisional purchase price allocation

	Historical net assets £'000	Fair value adjustments £'000	Fair value of net assets £'000
Proprietary techniques	−	2,666	2,666
Property, plant and equipment	66	−	66
Trade and other receivables	1,098	137	1,235
Bank balances and cash	1,432	−	1,432
Trade and other payables	(867)	1	(866)
Provision for repairs		(10)	(10)
Deferred tax liabilities	(5)	(533)	(538)
Net assets acquired	1,724	2,261	3,985
Goodwill arising on acquisition			7,773
Consideration required to be treated as remuneration			7,908
Total consideration			19,666

 

The fair value of the components of the total consideration payable are as follows:

			£'000
Cash consideration payment in the current period			8,676
Fair value of 1,413,906 St Ives plc ordinary shares issued as at 19 May 2013			2,135
Working capital payment in the current period			688
Estimated future consideration payable in cash and shares			8,167
Total consideration payable			19,666

The acquisition had the following impact on investing cash outflows in the current period:

			£'000
Cash paid			9,364
Less cash acquired			(1,432)
Net cash outflow			7,932

At the acquisition date, it was estimated that all the trade and other receivables were collectible.

Deferred consideration is payable in four tranches which are dependent upon the level of EBITDA achieved by Branded3 in the three months period ending 2 August 2013, the year ending 31 January 2014, the year ending 31 January 2015 and the year ending 31 January 2016. The total consideration payable is capped at £25,000,000 excluding a working capital adjustment of £688,000.

It is not expected that any of the goodwill will be deductible for income tax purposes.

The post-acquisition impact of Branded3 on the Group's revenue and operating profit are as follows:

	2013 £'000
Revenue	1,288
Operating profit	614

Had Branded3 been acquired at the beginning of the current period, it would have had the following incremental impact on the Group's revenue and operating profit in the current period

	Pro Forma 2013 £'000
Revenue	3,167
Operating profit	1,300

9. Notes to the consolidated cash flow statement

Reconciliation of cash generated from operations

	2013 £'000	2012 (restated) £'000
Profit from continuing operations	7,535	6,617
Adjustments for:
Depreciation of property, plant and equipment	7,482	7,837
Impairment losses	2,205	832
Amortisation of intangible assets	6,150	4,556
Profit on disposal of property, plant and equipment	(280)	(1,605)
Increase in deferred income	2,075	436
Share-based payment charge	1,281	766
Settlement of share based payments	(221)	-
Increase in derivatives	(616)	-
Cash contributions to defined benefit pension schemes	(2,503)	(2,458)
Increase in contingent consideration required to be treated as remuneration	1,844	4,113
Increase in provisions	53	225
Operating cash inflows before movements in working capital	25,005	21,319
(Increase)/decrease in inventories	(1,069)	212
Decrease/(increase) in receivables	21,279	(14,955)
(Decrease)/increase in payables	(9,283)	1,532
Cash generated from operations	35,932	8,108

 

Analysis of net debt

	27 July 2012 £'000	Cash flow £'000	Acquired £'000	Reclassify £'000	FX gains and losses	2 August 2013 £'000
Cash and cash equivalents	12,109	3,483	-	-	(11)	15,581
Finance lease obligations due less than one year	-	(37)	(46)	(86)	-	(169)
Finance lease obligations due more than one year	-	(639)	(23)	86	-	(576)
Bank loans	(25,550)	(4,450)	-	-	-	(30,000)
	(13,441)	(1,643)	(69)	-	(11)	(15,164)

Cash and cash equivalents (which are presented as a single class of assets on the face of the balance sheet) comprise cash at bank and other short-term highly liquid investments with a maturity of three months or less. The effective interest rates on cash and cash equivalents are based on current market rate.

10. Change in accounting policy

In January 2013, the International Financial Reporting Standards Interpretations Committee (IFRIC) issued revised guidance in respect of IFRS 3 "Business Combinations". Under this guidance, contingent consideration for acquired subsidiaries where the selling shareholders continue to be employed by the group, but which is automatically forfeited upon termination of employment, is now required to be classified as remuneration for post-combination services. Prior to this revised guidance, the contingent consideration could be treated for accounting purposes as either consideration or remuneration depending on the substance of the transaction.

Previously the Group reached an overall conclusion based on a balanced assessment of all indicators, including whether payments are dependent on continuing employment and determined that these amounts were consideration rather than remuneration. The Group has accordingly changed its accounting policy to conform with the revised guidance, and the prior period comparatives have been re-stated. This change in accounting policy has no impact on net cash flow or net debt.

The impact of the prior period adjustments on the previously reported Consolidated Income Statement are summarised as follows:

52 Weeks to 27 July 2012

	Previously Reported	Adjustments	Restated
	£'000	£'000	£'000
Administrative expenses - non underlying items	(8,019)	(8,516)	(16,535)
Net profit attributable to:
Shareholders of the parent company	13,263	(8,345)	4,916
Non-controlling interests	66	(169)	(103)
Underlying basic earnings per share	15.61	-	15.61
Non-underlying items	(3.97)	(7.33)	(11.30)
Basic earnings per share	11.64	(7.33)	4.31
Underlying diluted earnings per share	15.44	-	15.44
Non-underlying items	(3.93)	(7.24)	(11.18)
Diluted earnings per share	11.51	(7.24)	4.27

The contingent consideration required to be treated as remuneration of £6,827,000 recorded to non-underlying items for the 52 weeks to 27 July 2012 represents a remuneration charge of £8,516,000 and the reversal of a credit of £1,689,000 in relation to a previous release of deferred consideration payable for the Tactical Solutions acquisition that was recognised under the previous Group policy.

The impact of the prior period adjustment on the previously reported Consolidated Statement of Changes in Equity is summarised as follows:

52 Weeks to 27 July 2012

	Previously Reported	Adjustments	Restated
	£'000	£'000	£'000
Balance at beginning of period in:
Additional paid in capital	49,778	(1,000)	48,778
Share option reserve	344	312	656
Retained earnings	76,352	(1,666)	74,686
Non-controlling interest	662	(185)	477
Issue of shares in:
Additional paid in capital	9,467	(7,217)	2,250
Transfer of contingent share consideration in:
Additional paid in capital	-	43	43
Share option reserve	-	(532)	(532)
Retained earnings	-	448	448
Recognition of share based payments in:
Share option reserve	767	3,460	4,227

The impact of the prior period adjustments on the previously reported Consolidated Balance Sheet is summarised as follows:

52 Weeks to 27 July 2012

52 weeks to 29 July 2011

	Previously Reported	Adjustments	Restated	Previously Reported	Adjustments	Restated
	£'000	£'000	£'000	£'000	£'000	£'000
Goodwill	87,169	(16,345)	70,824	67,443	(5,190)	62,253
Trade & other payables	79,101	1,018	80,119	69,255	108	69,363
Consideration payable less than one year	4,731	(2,510)	2,221	1,677	(826)	851
Consideration payable greater than year	-	-	-	2,621	(1,933)	688
Other reserves	60,050	(4,933)	55,117	48,982	(688)	48,294
Retained earnings	74,042	(9,566)	64,476	76,352	(1,666)	74,686
Non-controlling interest	715	(354)	361	662	(185)	477

The impact of the prior period adjustments on the previously reported Consolidated Cash Flow Statement is summarised as follows:

52 Weeks to 27 July 2012

	Previously Reported	Adjustments	Restated
	£'000	£'000	£'000
Profit from continuing operations	15,133	(8,516)	6,617
Increase in contingent consideration required to be treated as remuneration	-	4,113	4,113
(Decrease)/increase in payables	(157)	1,689	1,532
Cash flow from operations	10,822	(2,714)	8,108
Acquisition of subsidiaries, net of cash acquired	(24,692)	2,714	(21,978)

The additional paid-in capital includes share premium, merger reserve and capital redemption reserve and can be summarised as below:

		27 July 2012	30 July 2011
		£'000	£'000
Share premium		46,689	46,689
Merger reserve		3,144	851
Capital redemption reserve		1,238	1,238
Additional paid-in capital		51,071	48,778

The merger reserve includes the additional paid in capital for the acquisitions of Occam, Tactical Solutions, Response One, Pragma, Incite, Amaze and Branded3.

11. Related party transactions

Transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation and are not disclosed in this note. No material related party transactions have been entered into during the year, which might reasonably affect the decisions made by the users of these financial statements.

On 2 November 2012, pursuant to the Directors and Senior Executives Deferred Bonus Scheme, a portion of the net bonus payable to Patrick Martell, Matt Armitage and Lloyd Wigglesworth in respect of the 2012 financial year was used to purchase 262,232 shares in the Company from the Group's Employee Benefit Trust ('the EBT') on behalf of these directors at 101.45 pence per share.

No other executive officers of the Company or their associates had material transactions with the Group during the year.

12. Post Balance Sheet Event

On 30 September 2013, the Group completed the disposal of St Ives Direct Bradford Limited, a Direct Response business. Total consideration for the disposal will be £8.0 million, comprising £3.0 million payable immediately and £5.0 million of deferred consideration.

The foregoing contains forward looking statements made by the directors in good faith based on information available to them up to 1 October 2013. Such statements need to be read with caution due to inherent uncertainties, including economic and business risk factors underlying such statements.

 

END

 

 

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