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Moneysupermarket.com (MONY)

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Wednesday 24 February, 2010

Moneysupermarket.com

Final Results

RNS Number : 5805H
Moneysupermarket.com Group PLC
24 February 2010
 



24 February 2010

 

Moneysupermarket.com Group PLC preliminary results
for the year ending 31 December 2009

 

Solid financial results and cash generation in a challenging environment

Further special dividend of £25m announced

 

Moneysupermarket.com Group PLC ("Moneysupermarket.com" or the "Company"), the UK's leading price comparison website, is pleased to announce its preliminary results for the 12 months to 31 December 2009. 

 

Financial highlights

2009

2008

Change

Revenue

£136.9m

£178.8m

-23%

Adjusted EBITDA (1)

£36.0m

£48.4m

-26%

Goodwill impairment charge

-

£70.0m

-100%

Statutory profit/(loss) after tax and impairment charge

£1.9m

(£59.1m)

103%

Cash balance

£53.8m

£73.5m

-27%

Total dividend for year

13.34p

3.5p

281%

 

Financial highlights

 

·      Solid financial results and cash generation in a challenging environment.

 

·      Improving trends through 2009:

 

Insurance: trading improved in H2, reversing H1 decline

Money: stability continued through H2; improving quarterly trend

Travel: Managed for margin in a deteriorating market

Home Services: trading improved markedly in H2

 

·      Profitability has stabilised, with H1 momentum maintained through H2.

 

·      Total revenue of £136.9m (2008 £178.8m) impacted by the credit crunch which reduced the supply of credit.

 

·      Adjusted EBITDA of £36.0m (2008 £48.4m).

 

·      Gross margin increased to 68.9% (2008: 65.3%).

 

·      Total adjusted administrative and distribution cost base reduced by 13% to £62.2m (2008 £71.8m).

 

·      Cash balance of £53.8m (2008: £73.5m) at the year end. The Group remains highly cash generative, converting 100% of EBITDA to cash.  The Group is debt free.

 

·      Further special dividend of £25m or 4.91p per share further underlining the Board's confidence in the ability of the business to continue to generate cash.

 

·      Final dividend held at 2.2p per share.

 

·      Full year dividend of £67.8m or 13.34p (2008: 3.5p).

 

 

 

Operational highlights

 

·      Market-leading position and market share maintained.

 

·      Brand recognition strengthened (from 80% in September 2008 to 85% in January 2010).

 

·      Visitors to the Group's website flat at 120m.  Excluding travelsupermarket.com visitors increased 9%.

 

·      Market, brand and visitor numbers achieved on marketing expenditure 22% lower than in 2008.

 

·      Significant improvements to the website offering:

 

New vouchers channel launched November 2009

New credit card channel launched January 2010

New motor insurance channel launched February 2010

 

 

·      Management team further strengthened.

 

·      Organisation aligned to the new economic environment.

 

Outlook

 

Trading was slow in early January, but significantly picked up in February. Year to date Group revenue is slightly ahead of last year, with momentum building. Revenues were ahead in each of the verticals with the exception of Travel which, in a difficult market, continues to be managed for margin. This year's television advertising and technology investment is front-end loaded, but the current level of trading is consistent with the Board's view that the business has stabilised and that the worst is behind us. The Board remains confident in the Group's prospects for the full year.

 

Commenting on the results, Gerald Corbett, Chairman, said: 

 

"Whilst 2009 was a tough year for the Group, it is a measure of the resilience of the business that it was able to maintain its dividend at 2008 levels and declare two special dividends totaling £50m giving a total dividend for the year of £68m. Since taking over as Chief Executive Officer in February 2009, Peter Plumb has managed to cut costs whilst protecting the Group's market leading position and investing in re-engineering the business to drive its next phase of growth."

 

Peter Plumb, Chief Executive Officer, said: 

 

"Moneysupermarket.com has managed itself well through a very challenging period. We have strengthened the Group's market-leading position, while at the same time cutting costs and positioning the business for the next phase of growth.

 

"We had two priorities coming in to 2009, which we have successfully achieved. The first was to realign the business with the new economic reality. The second was to begin investing for growth, focusing on site and brand innovation and leveraging our deep insight into our customer base.

 

"We are confident that there is strong growth potential in all our markets and that we are well-placed to capitalise on this. We start the year with a strengthened executive team who will oversee our targeted investment programme. We have launched new sites in vouchers, car insurance and credit cards. More customers have joined our data base - and they are now able to search a site which has 120 additional providers than a year ago. We have started a new advertising campaign which has led to our highest ever levels of unprompted brand awareness.

 

"Our customers are telling us that they are facing a tough year and are cautious, particularly for borrowing, but that their appetite for searching on line for the best deals is stronger than ever before.

 

"We expect the economy to remain challenging, but I am confident that our clear strategy, as well as the investments we have made, position us well for the future."

 

- ends -

 

Results presentation

 

There will be a presentation for investors and analysts at 100 Liverpool Street, London, EC2M 2RH at 9.00am this morning.  The presentation will be streamed live: visit http://corporate.moneysupermarket.com/ to register and listen.

 

 

For further information, contact:

 

Paul Doughty, Chief Financial Officer, moneysupermarket.com

Tel:  0207 353 4200

 

Ian Williams, Director of Communications, moneysupermarket.com

Tel: 07515 329671 or ian.williams@moneysupermarket.com

 

Susanna Voyle or Tom Murray, Tulchan Group

Tel: 0207 353 4200

 

 

Financial and Business Review

 

The Group has presented below an extract of the Consolidated Statement of Comprehensive Income for the years ended 31 December 2009 and 31 December 2008 along with a reconciliation to adjusted EBITDA. Revenue in 2009 was £136.9m (2008: £178.8m) which generated a net profit after tax of £1.9m (2008: loss of £59.1m). The Directors believe that the presentation of an adjusted EBITDA measure will allow users of the financial information to gain a better understanding of the underlying performance of the business.

 

Extract of Consolidated Statement of Comprehensive Income

for the year ended 31 December 2009

 

 

2009

2008

 

£000

£000

Revenue

136,874

178,800

Cost of sales

(42,627)

(62,063)

Gross profit

94,247

116,737

Distribution expenses

(18,446)

(21,618)

  Administrative expenses - excluding Directors' and senior managers'

  share based compensation

(69,140)

(75,310)

  Administrative expenses - Directors' and senior managers' share based

  compensation and related costs

(4,355)

(4,325)

  Administrative expenses - impairment of goodwill

-

(70,000)

Administrative expenses

(73,495)

(149,635)

Profit/(loss) from operating activities

2,306

(54,516)

Reconciliation to adjusted EBITDA:

 

 

Profit/(loss) from operating activities

2,306

(54,516)

Share based compensation

4,067

4,163

Amortisation of intangible assets

25,200

25,200

Impairment of goodwill

-

70,000

Depreciation

4,436

3,543

Adjusted EBITDA

36,009

48,390

Adjusted earnings per ordinary share:

 

 

- basic (p)

4.6

6.9

- diluted (p)

4.5

6.8

 

Notes

 

1. Basis of Preparation

 

The results show the trading results for the years ended 31 December 2009 and 31 December 2008. The following adjustments have been made to arrive at adjusted EBITDA:

 

·               The acquisition of Moneysupermarket.com Financial Group Limited by the Company gave rise to £207.2m of intangible assets. These are to be written off over a period of 3-10 years with a charge of £25.2m per annum to be recorded in each of the first three years post acquisition. Charges relating to the impairment of goodwill in 2008 have also been added back in calculating adjusted EBITDA.

 

·              Certain share option charges relating to Directors, senior management and other employees of the Group arising from the time the Group listed or when it was privately owned have been added back to calculate adjusted EBITDA.  A charge for awards made under the Group's Long Term Incentive Plan is included within the adjusted results for 2008 and 2009.

 

Reference is made in the Overview section below to adjusted distribution and administration expenses, and adjusted staff costs.  These measures represent the costs charged to the Statement of Comprehensive Income, less the intangible amortisation, goodwill impairment, and pre-listing share option charges.

 

 

Overview

 

We are pleased to present a solid set of financial results for the year ended 31 December 2009. Revenue for the year was £136.9m (2008: £178.8m) generating adjusted EBITDA of £36.0m (2008: £48.4m).

 

During the year the Group focused on reconfiguring its business for the lower levels of supply for certain products in the Money vertical and making its online and offline marketing investment work harder, whilst maintaining its market leading position. Good progress has been made in both these areas, having reduced the cost base substantially, and expanded gross margin and adjusted EBITDA margin against the second half of 2008.

 

The management team was considerably strengthened during the year with a number of key appointments which have provided the Group with a solid skills and talent base to provide a foundation for future growth. The new team has focused its efforts on technology and marketing, to enhance our products and services and improve the user experience, whilst maintaining and strengthening our brand. In the second half of the year, the Group invested £1.3m in technology using flexible third party resource to improve its core architecture and usability in a number of key channels. The Group launched a new vouchers channel in November 2009 and released new credit card and motor insurance channels in January and February 2010 respectively. Other major refreshes of some of the Group's key channels will be released throughout the remainder of the year. New advertising creative featuring Peter Jones was released in June emphasising our key message that we help households looking to save time and money on their household bills. The campaign was used successfully in the second half of the year whilst we developed entirely new creative for 2010 which built upon this theme and which aired for the first time in January 2010 featuring comedian Omid Djalili. Feedback from customers to date has been positive.

 

Financial Performance

 

Revenue declined by 23% to £136.9m (2008: £178.8m) and adjusted EBITDA fell by 26% to £36.0m (2008: £48.4m). Revenue and profitability in 2009 were impacted by the credit crunch which reduced both the supply of credit and consumer discretionary spend in the wider UK economy relative to the same period last year. Revenue in 2008 included £13.2m generated from secured lender First Plus which closed to new business in August 2008. The Group maintained its market share measured by Experian Hitwise against its key competitor set.

 

Group gross margins at 68.9% improved by more than three percentage points over last year. The Group improved its proportion of direct to site revenue in the year. An accrual release of £0.8m within cost of sales was also made in the first half of the year following the resolution of a dispute with a portal partner during the period. The Group closed its lower margin intermediary operation to new business early in the first quarter of 2009. Revenue recorded in 2009 represents trail commission for mortgage applications in process prior to closure and revenue from revenue sharing agreements with third parties who have managed the winding down of the business.

 

The adjusted administrative and distribution cost base decreased by 13% from £71.8m to £62.6m in the year. Distribution expenses decreased by £3.2m over the prior year driven by reduced television advertising costs. The Group maintained a level of presence on broadcast media broadly similar to the prior year through a deflation in media costs and changes made in the length of slots acquired.  

 

Adjusted administrative costs decreased by £6.0m (12%) over the prior year from £50.2m in 2008 to £44.2m in 2009. Adjusted staff costs (including contract resource) decreased by £3.5m to £26.9m. Headcount decreased from 555 to 442 from December 2008 to December 2009 as the Group sought to align its cost base to the prevailing market conditions in the Money vertical.

 

In April 2009 the Group made headcount reductions of approximately 80 people across all areas of the business although the largest impacted area was the Group's mortgage brokerage business. The Group incurred costs of £0.5m in relation to these and other reorganisation activities in the first half of 2009 yielding savings of approximately £2.3m per annum in permanent staff costs.

 

The Group invested approximately £1.3m in the second half of 2009 in flexible resource to improve its core technology and product in 2009 and into 2010. The Group made a number of significant releases to its product set in the fourth quarter of 2009 and the first quarter of 2010 as referred to above. The Group expects a slightly higher run rate level of investment over the course of 2010 to be made in technology.

 

Other costs including irrecoverable VAT decreased by £3.3m over last year as expenditure on, inter alia, television advertising and search engine marketing was reduced together with the reduction in the VAT rate to 15% which was effective from 1 December 2008. The Group incurred a loss of £2.1m in Germany in 2009 (2008: loss of £1.2m). Following a review of its German business, the Group has now taken the decision to wind down this test operation. 

 

Adjusted EBITDA margins declined from 27.1% to 26.3% against the same period last year but improved significantly from 22.9% in the second half of 2008. 

 

The Group operates its internet business across four vertical markets. These are discussed below:

 

 

Revenue

 

31 December 2009

31 December 2008

 

£000

%

£000

%

Money

38,132

28

68,265

38

Insurance

75,669

55

77,739

44

Travel

16,305

12

19,089

11

Home Services

5,539

4

7,416

4

Other - UK

-

0

23

0

Total internet UK

135,645

99

172,532

97

Germany

361

0

-

0

Total internet

136,006

99

172,532

97

Intermediary

868

1

6,268

3

Total

136,874

100

178,800

100

 

Internet business

 

The Directors use key performance indicators ('KPIs') to assess the performance of the internet business against the Group's strategy. These are reviewed on a regular basis. The principal KPIs for the internet business are as follows:

 

Visitors

 

The Group measures the number of visitors to its websites as the number of unique visitors per day per channel, measured on a cumulative basis using cookie-based tracking methodologies.

 

Transactions

 

The Group measures transactions at the point in time that the customer leaves the Group's websites having clicked through to a third party website, or in some cases having completed an application form hosted on the Group's websites.

 

Revenue per visitor ('RPV')

 

The Group measures the total revenue (including click and other internet revenue) divided by the number of visitors defined above.

 

Revenue per transaction ('RPT')

 

The Group measures the click based revenue divided by the total number of transactions defined above.

 

The relative performance of each of the internet verticals is discussed below:

 

Money

 

The Money vertical offers customers the ability to search for, and compare, products for, amongst other things, credit cards, current accounts, mortgages, loans, debt solutions, savings accounts and business finance. It also includes elements of the Group's lead business (PAA) and advisory business (MCAT) together with advertising revenue that derives from financial products.

 

The KPIs for the Money vertical are shown below:

 

 

31 December

31 December

Change

 

2009

2008

 

Visitors (000)(2)

35,178

35,131

0%

Transactions (000)

11,650

15,003

-22%

Revenue (£000) - click based revenue

32,812

57,372

-43%

Revenue (£000) - other

5,320

10,893

-51%

Revenue (£000) - total

38,132

68,265

-44%

RPV

£1.08

£1.94

 

RPT

£2.82

£3.82

 

 

Total revenue in the Money vertical decreased by 44% from £68.3m to £38.1m and click based revenue by 43% from £57.4m to £32.8m. Visitors were broadly flat.  

 

Conditions in the credit market in 2009 were significantly worse than those in the majority of 2008. Credit markets materially worsened over the course of 2008 and particularly the second half of the year as the credit crunch deepened impacting a number of key channels in the Money vertical. The secured lending market in particular suffered from a reduction in the supply of credit and a tightening of underwriting criteria. This was one of the Group's largest revenue generating channels. First Plus, a subsidiary of Barclays, which was the Group's largest single provider by revenue closed to new business in August 2008. First Plus generated revenue of £13.2m in 2008 which the Group was unable to replace in 2009.

 

The Group noted that towards the end of the first half of 2009 external measures of credit availability began to show signs of having stabilised. Trading in credit products defined as total revenue from secured and unsecured loans, credit cards, debt solutions and mortgages excluding impression based advertising revenue was slightly in excess of 50% down against last year. However revenue from credit products improved in the second half of the year to £13.9m from £13.3m in the first half of the year despite the fact the second half of the year is traditionally weaker than the first half given the softness of fourth quarter revenue. Throughout the year trading in the Money vertical improved on a quarterly basis relative to the same quarter last year and in the fourth quarter was approximately 10% down over the same period last year.

 

Revenue from other banking products, particularly savings and current accounts, has held up relatively well although savings revenue softened into the fourth quarter against a tough 2008 comparator. Savings revenue increased significantly in the fourth quarter of 2008 following the financial uncertainty created after the collapse of a number of financial institutions. The change in sales mix away from credit based products, which generate higher transaction revenue, towards general banking products markedly reduced RPT and RPV in 2009 against last year. RPV has however been slowly improving for the Money vertical throughout 2009 as the wider markets have shown signs of stabilising.

 

Other revenue, which includes revenue from the sale of leads through PAA, commission based sales through MCAT for mortgages and loans, and advertising revenue, declined approximately £5.6m or 51% over the year. Commissions that are earned from loan and mortgage brokerage in particular have reduced significantly relative to last year as a result of the difficult market conditions and accordingly the Group materially reduced headcount in this area in the first half of 2009.  

 

Insurance

 

The Insurance vertical offers customers the ability to search for, and compare, insurance products for, amongst other things, breakdown, dental, home, life, medical, mortgage payment protection, motor, payment protection, pet and travel insurance. It also includes elements of the Group's lead business (PAA) and advisory business (MCAT) together with advertising revenue that derives from insurance products.  

 

The KPIs for the Insurance vertical are shown below:

 

 

31 December

31 December

Change

 

2009

2008

 

Visitors (000)(2)

24,143

24,830

-3%

Transactions (000)

13,189

15,385

-14%

Revenue (£000) - click based revenue

68,599

66,614

3%

Revenue (£000) - other

7,070

11,125

-36%

Revenue (£000) - total

75,669

77,739

-3%

RPV

£3.13

£3.13

 

RPT

£5.20

£4.33

 

 

Revenue in the Insurance vertical declined by 3% from £77.7m to £75.7m. Transaction revenue increased by 3% from £66.6m to £68.6m.

 

Revenue in the second half of the year increased by 2% over the same period last year having been 6% lower in the first half of 2009 relative to 2008. The improvement in trading in the second half was driven by increased visitor volumes helped in part by the television advertising campaign featuring Peter Jones launched in June 2009.

 

The motor insurance comparison market remains the most competitive market in which the Group currently operates. Revenue was approximately 5% lower in the motor insurance channel for the year as a whole although revenue in the second half grew marginally over the same period last year reflecting the increased visitor volumes referred to above. The Group concentrated on the profitable online and offline acquisition and retention of customers during the year rather than focusing exclusively on market share. Revenues in the other insurance channels, including home insurance, travel insurance and life insurance, were all ahead of last year.

 

Other revenue declined by approximately £4.0m. Other revenue fell in the year driven by lower advertising revenue from a deliberate reduction in the advertising real estate made available to advertisers coupled with the cessation of revenue generated from telephone based leads which generated £2.5m in 2008. Both measures were taken to improve the long term customer experience of using the website in line with our brand building strategy.

 

Travel

 

The Travel vertical offers customers the ability to search for, and compare, amongst other things, airport parking, car hire, flights, hotels and package holidays.

 

The KPIs for the Travel vertical are shown below:

 

 

31 December

31 December

Change

 

2009

2008

 

Visitors (000)(2)

42,970

48,924

-12%

Transactions (000)

28,904

38,149

-24%

Revenue (£000) - click based revenue

14,768

16,818

-12%

Revenue (£000) - other

1,537

2,271

-32%

Revenue (£000) - total

16,305

19,089

-15%

RPV

£0.38

£0.39

 

RPT

£0.51

£0.44

 

 

Revenue in the Travel vertical fell by 15% from £19.1m to £16.3m. Transaction revenue declined by 12% from £16.8m to £14.8m. Visitor levels declined by 12% compared to the same period last year whilst RPV remained broadly flat. 

 

Revenue in the Travel vertical was impacted as customers reduced discretionary expenditure in response to the increasing economic uncertainty. Package holidays revenue did, however, grow fractionally over the same period last year. The Group's travel website, travelsupermarket.com, was redesigned during the second quarter of 2009 which improved the usability of the website. A cruises channel was added in June 2009.

 

Non click revenue representing impression based advertising fell by 32% due to a reduced number of visitors compared to the same period last year together with weaker demand from providers for advertising real estate.

 

Home Services

 

The Home Services vertical offers customers the ability to search for, and compare, products for broadband, mobile telephones, vouchers, shopping and utilities.

 

The KPIs for the Home Services vertical are shown below:

 

 

31 December

31 December

Change

 

2009

2008

 

Visitors (000)(2)

18,216

11,245

62%

Transactions (000)

5,177

2,891

79%

Revenue (£000) - click based revenue

5,322

7,297

-27%

Revenue (£000) - other

217

119

82%

Revenue (£000) - total

5,539

7,416

-25%

RPV

£0.30

£0.66

 

RPT

£1.03

£2.52

 

 

Revenue in the Home Services vertical decreased by 25% from £7.4m to £5.5m in the year. Revenue from utilities, which represents the largest channel in which the Group operates in the Home Services vertical, declined by approximately one third against a strong comparator period, with the first half of 2008 benefiting significantly from the rising price of gas and electricity. Utilities prices have been more stable in 2009 and there has therefore been less demand for switching services, although trading improved markedly in the second half of 2009 relative to the first half of the year.  

 

During the fourth quarter of 2008 the Group launched its own shopping comparison service. A new vouchers channel was launched in November 2009 enabling customers to obtain discounts across a wide range of products and services. This has enabled the Group to grow visitors to this vertical by 62% over last year. Transaction values are typically very low relative to the other channels in the vertical and the increase in visitors and transaction volumes has reduced the RPV for the Home Services vertical measured against the same period last year.

 

Germany

 

Following a review of its business in Germany, the Group has decided to wind down its test operation. The volume of business has been lower than originally anticipated by the Group. Customers require more offline support than those in the UK which would require the Group to have significant call centre support. The Group generated losses of £2.1m in Germany in 2009 (2008: losses of £1.2m). The cost of winding down the operation in Germany is expected to be approximately £0.8m in 2010.

 

Cash Balance and Dividend

 

As at 31 December 2009 the Group had a cash balance of £53.8m. The Group continued to strengthen its cash position throughout the year after payment of dividends. Having reviewed the cash required by the business, the Board is recommending a final dividend, subject to shareholder approval, in respect of the year ended 31 December 2009 of 7.11p per ordinary share, comprising a dividend of 2.2p per ordinary share equivalent to the final dividend paid in respect of the 2008 financial year and a special dividend of approximately £25.0m equivalent to 4.91p per ordinary share, reflecting the Board's confidence in the ability of the business to generate cash on an ongoing basis.

 

Together with the interim dividend of 1.3p per ordinary share and special dividend of 4.93p per ordinary share paid on 16 October 2009, this gives a total dividend for the year of 13.34p per ordinary share. Subject to shareholder approval, the total cost of the dividends for the financial year will be £67.8m.

 

The ex-dividend date for the final dividend is 3 March 2010, with a record date of 5 March 2010 and a payment date of 1 April 2010. Shareholders have the opportunity to elect to reinvest their cash dividend and purchase existing shares in the Company through a Dividend Reinvestment Plan.

 

Tax

 

The Group tax charge of £1.3m in the Consolidated Statement of Comprehensive Income represents an effective tax rate of 40% (2008: -16%). This is higher than the prevailing rate of 28%. The current year has been impacted by losses from its German operation of £2.1m for which a deferred tax asset cannot be recognised. During 2008, the Group had disallowable expenses in the year of £76.0m (including £70.0m of goodwill impairment) and a further £1.2m of losses from its German operation for which a deferred tax asset was not recognised. In addition in 2008 the Group also recognised a deferred tax charge of £2.7m representing a revaluation of a deferred tax asset held in relation to share options. In future, the Group expects the underlying effective rate of tax to be close to the standard UK corporation tax rate of 28%.

 

Earnings per ordinary share

 

Basic statutory earnings per ordinary share for the year to 31 December 2009 was 0.4p (2008: loss per share of 11.8p). Adjusted basic earnings per ordinary share decreased from 6.9p to 4.6p per share. The adjusted earnings per ordinary share is based on profit before tax after adding back intangible amortisation and share-based payment charges arising from pre-listing share options. A tax rate of 28% (2008: 28.5%) has been applied to calculate adjusted profit after tax.

 

Outlook

 

Trading was slow in early January, but significantly picked up in February. Year to date Group revenue is slightly ahead of last year, with momentum building. Revenues were ahead in each of the verticals with the exception of Travel which, in a difficult market, continues to be managed for margin. This year's television advertising and technology investment is front-end loaded, but the current level of trading is consistent with the Board's view that the business has stabilised and that the worst is behind us. The Board remains confident in the Group's prospects for the full year.

 

Notes:

 

2.     The Group recorded a substantial increase in its reported visitors from 27 April 2008 to the end of June 2008 following a release made in respect of the anti-virus software AVG. In assessing whether a webpage was safe it 'followed' every link or URL displayed on an email or webpage to the destination website. This meant that many web based businesses including the Group recorded visitors from users of the AVG software who themselves did not technically visit the website. The 2008 visitor count has been adjusted for the estimated impact of this. AVG released a further update to its anti-virus software early in July 2008 which resolved the issue.

 

 

Statement of Directors' responsibilities pursuant to Disclosure and Transparency Rules

 

Each of the Directors, whose names and functions are listed below, confirms that, to the best of his or her knowledge:

 

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

 

·      The business review includes a fair review of the development and performance of the business and the position of the Company and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face.

 

 

Name

Function

Gerald Corbett

Chairman

Simon Nixon

Deputy Chairman

Peter Plumb

Chief Executive Officer

Paul Doughty

Chief Financial Officer

David Osborne

Marketing Director

Graham Donoghue

Managing Director, Insurance, Home Services and Travel

Michael Wemms

Senior Independent Non-Executive Director

Rob Rowley

Non-Executive Director

 

Principal Risks and Uncertainties

 

Below is a summary of the material financial and operational risks to the Group and how the Group seeks to mitigate them in the day-to-day running of the business.

 

Financial risks

 

Significant worsening in credit markets

 

Potential impact

 

Financial institutions may reduce the quantum of lending and tighten their acceptance criteria for customers seeking to obtain credit. This may reduce Group revenue. Providers may increase their focus on customer retention rather than acquisition. This may reduce commissions available to price comparison websites.

 

Mitigation

 

The Group continues to focus on building strong relationships with providers to ensure the Group is able to provide solutions to the needs of providers and to maximise the opportunities for providers to acquire customers in a cost effective manner.

 

Significant consolidation of providers

 

Potential impact

 

Consolidation of providers may continue in response to the poor credit markets. This may reduce competition for business with customers having less choice and may reduce commissions available to price comparison websites.

 

Mitigation

 

The Group will continue to improve its search functionality and deliver new relevant customers to providers at demonstrably lower acquisition costs compared with other media. The diversification of the Group both in the number of verticals that it operates in and the range of products and services it provides in each vertical should lessen the impact of any consolidation of providers.

 

Reduction of providers

 

Potential impact

 

Providers may decide to withdraw their products from price comparison websites or reduce their customer acquisition activity via price comparison websites. This may reduce Group revenue and the customer proposition of price comparison websites.

 

Mitigation

 

The Group continues to focus on building strong relationships with providers to ensure the Group is able to provide solutions to the needs of providers and to maximise the opportunities for providers to acquire customers in a cost effective manner.

 

Security of cash balances

 

Potential impact

 

The Group holds significant cash balances. A failure of a major financial institution with whom the Group places significant deposits may result in a material loss to the Group.

 

Mitigation

 

The Group has continued to diversify its cash holdings across a number of financial institutions in accordance with it's approved treasury policy. At the end of 2009, the Group held cash balances with 5 financial institutions with a maximum balance of £18.0m with any one institution.

 

Revenue assurance

 

Potential impact

 

Significant reduction of or a failure to recognise revenue from contracted providers where the Group is remunerated on a cost per action basis.

 

Mitigation

 

The Group will continue to perform independent reviews using third parties to gain assurance that the Group is being correctly remunerated for the sales it introduces to contracted providers.

 

Investment in new areas

 

Potential impact

 

Significant capital invested in new products and services or new geographies fails to make a return.

 

Mitigation

 

Investments in new areas typically leverage existing expertise and experience built up over many years. Capital requirements are relatively low and investment is managed in stages such that it is not finally committed until there is good visibility of a return.

 

Financial services and other markets regulation and taxation

 

Potential impact

 

The business model in financial services or other lines of business may be compromised by changes to existing regulation or the introduction of new regulation, or changes to the tax legislation, particularly value added tax.

 

Mitigation

 

The Group has a team of regulatory specialists who work with the business to ensure that it remains compliant with existing regulation and informed of impending regulation. The Group has embraced regulation to date and shares the vision of the regulators generally to make the market more transparent to the end customer.

 

The Group continues to monitor ongoing European Union developments in respect of the review of the provision of financial intermediary services with regard to value added tax and any relevant case law in this area as it emerges.

 

Operational risks

 

Competitive environment

 

Potential impact

 

Loss of market share and erosion of margins from increased competition.

 

Mitigation

 

The Group continues to focus on building market leading products to improve its proposition to customers. This includes investment in customer retention tools and technology including CRM initiatives which deliver additional features and functionality to customers.

 

Brand perception

 

Potential impact

 

Reduction in customer loyalty with existing customers and an inability to attract new customers if the business fails to maintain its position as a leading price comparison website or if its reputation is negatively impacted by any event.

 

Mitigation

 

Continued investment in television advertising reinforced through press activity will maintain the Group in customers' minds. Rigorous checking of the website through audit and review will maintain the accuracy of the information displayed. Rigorous use of internal controls and testing of the Group's systems will ensure the integrity and robustness of the Group's systems. Additional investment in initiatives increases transparency to the customer helping to protect brand values.

 

Capacity and functionality of IT and systems infrastructure

 

Potential impact

 

Failure to provide adequate service levels to customers or maintain revenue generating services.

 

Mitigation

 

The Group maintains two separate data centres with n+1 redundancy in relation to its core infrastructure to ensure that service is maintained in the event of a disaster at the primary data centre. Developed software is rigorously tested and the Group operates a robust release process which mitigates the likelihood of software being released into a live environment without being fully tested

 

Loss of key management

 

Potential impact

 

Loss of key management resulting in a lack of necessary expertise or continuity to execute strategy.

 

Mitigation

 

Existing key management and new hires are tied in through attractive equity incentive packages and rewarding career structures. In addition succession plans have been developed for key members of the management team which are regularly reviewed.

 

Reliance on search engine paid search and natural listings

 

Potential impact

 

Reduction in gross margin through reduction in revenue derived from search engine optimisation or failure to manage search engine marketing campaigns appropriately.

 

Mitigation

 

The Group will continue to invest in sustainable search engine optimisation activities which adhere to search engine guidelines. The Group will continue to use a software solution to assist in managing the profitability of search engine marketing campaigns.

 

Economic environment

 

Potential impact

 

Reduction in visitors and revenue from a recession as customers seek to reduce levels of discretionary expenditure.

 

Mitigation

 

The Group continues to focus on building a wide range of market leading products to meet customers needs. Customers seeking to reduce levels of discretionary expenditure will also be looking to obtain 'best' value from compulsory products and services. The diversification of the Group both in the number of verticals that it operates in and the range of products and services it provides in each vertical should lessen the impact of a recession upon the Group although it cannot entirely mitigate against it.

 



Consolidated Statement of Comprehensive Income

for the year ended 31 December 2009

 

 

 

Year ended

Year ended

 

Note

31 December

31 December

 

 

2009

2008

 

 

£000

£000

Revenue

 

136,874

178,800

Cost of sales

 

(42,627)

(62,063)

Gross profit

 

94,247

116,737

Distribution expenses

 

(18,446)

(21,618)

   Administrative expenses - other

 

(73,495)

(79,635)

   Administrative expenses - impairment of goodwill

 

-

(70,000)

Administrative expenses

 

(73,495)

(149,635)

Results from operating activities

 

2,306

(54,516)

Finance income

 

877

3,504

Profit/(loss) before income tax

 

3,183

(51,012)

Income tax charge

 

(1,267)

(8,094)

Profit/(loss) for the year

 

1,916

(59,106)

 

 

 

 

Other comprehensive income:

 

 

 

Foreign currency translation

 

(121)

(6)

Deferred tax on share-based payments

 

(49)

(209)

Other comprehensive income for the year

 

(170)

(215)

Total comprehensive income for the year

 

1,746

(59,321)

 

 

 

 

Profit/(loss) attributable to:

 

 

 

Equity holders of the Company

 

2,068

(58,987)

Minority interest

 

(152)

(119)

Profit/(loss) for the year

 

1,916

(59,106)

 

 

 

 

Total comprehensive income attributable to:

 

 

 

Equity holders of the Company

 

1,907

(59,201)

Minority interest

 

(161)

(120)

Total comprehensive income for the year

 

1,746

(59,321)

 

 

 

 

Earnings/(loss) per share:

 

 

 

Basic earnings/(loss) per ordinary share (p)

1

0.4

(11.8)

Diluted earnings/(loss) per ordinary share (p)

1

0.4

(11.8)



Consolidated Statement of Financial Position

at 31 December 2009

 

 

 

31 December

31 December

 

 

2009

2008

 

Note

£000

£000

Assets

 

 

 

Non-current assets

 

 

 

Property, plant and equipment

 

12,135

13,596

Intangible assets

3

198,453

223,653

Deferred tax asset

 

-

362

Total non-current assets

 

210,588

237,611

Current assets

 

 

 

Trade and other receivables

 

14,375

16,074

Prepayments

 

1,793

2,059

Cash and cash equivalents

 

53,805

73,465

Total current assets

 

69,973

91,598

Total assets

 

280,561

329,209

 

 

 

 

Liabilities

 

 

 

Non-current liabilities

 

 

 

Deferred tax liability

 

39,011

47,259

Current liabilities

 

 

 

Trade and other payables

 

18,756

20,710

Current tax liabilities

 

2,126

3,394

Total current liabilities

 

20,882

24,104

Total liabilities

 

59,893

71,363

 

 

 

 

Equity

 

 

 

Share capital

 

102

101

Share premium

 

171,207

171,047

Retained earnings

 

(45,920)

(20,042)

Other reserves

 

95,279

106,740

Total equity attributable to equity holders of the Company

 

220,668

257,846

Minority interest

 

-

-

Total equity

 

220,668

257,846

Total equity and liabilities

 

280,561

329,209

 

The Financial Statements were approved by the Board of Directors and authorised for issue on 23 February 2010. They were signed on its behalf by:

 

Peter Plumb

 

 

Paul Doughty



Consolidated Statement of Changes in Equity

for the year ended 31 December 2009

 

 

Note

Issued share capital £000

Share premium £000

Other reserves £000

Retained earnings £000

Reserve for own shares £000

Foreign currency translation reserve £000

Total £000

At 1 January 2008

 

118

170,565

143,018

13,285

-

9

326,995

Foreign currency translation*

 

-

-

-

-

-

(6)

(6)

Deferred tax recognised on share based payments*

 

-

-

-

(209)

-

-

(209)

Loss for the year

 

-

-

-

(59,106)

-

-

(59,106)

Total income and expense for the year

 

-

-

-

(59,315)

-

(6)

(59,321)

Share options exercised

 

2

482

-

-

-

-

484

Purchase and cancellation of deferred shares

 

(19)

-

19

-

-

-

-

Equity dividends

2

-

-

-

(14,637)

-

-

(14,637)

Share-based payment

 

-

-

-

4,325

-

-

4,325

Reserves transfer

 

-

-

(36,300)

36,300

-

-

-

At 31 December 2008

 

101

171,047

106,737

(20,042)

-

3

257,846

 

 

 

 

 

 

 

 

 

Foreign currency translation*

 

-

-

-

-

-

(121)

(121)

Deferred tax recognised on share based payments*

 

-

-

-

(49)

-

-

(49)

Profit for the year

 

-

-

-

1,916

-

-

1,916

Total income and expense for the year

 

-

-

-

1,867

-

(121)

1,746

Share options exercised

 

1

160

-

-

-

-

161

Equity dividends

2

-

-

-

(42,730)

-

-

(42,730)

Share based payment

 

-

-

-

3,645

-

-

3,645

Reserves transfer

 

-

-

(11,340)

11,340

-

-

-

At 31 December 2009

 

102

171,207

95,397

(45,920)

-

(118)

220,668

 

* Foreign currency translation and deferred tax recognised on share based payments represent the only income or expense for the current and prior years recognised directly in equity.

 

Other reserves

 

The other reserves balance represents the merger and revaluation reserves generated upon the acquisition of Moneysupermarket.com Financial Group Limited by the Company, as discussed below, and a capital redemption reserve for £19,000 arising from the acquisition of 95,294,118 deferred shares of 0.02p by the Company from Simon Nixon.

 

Upon the acquisition of Moneysupermarket.com Financial Group Limited, a merger reserve of £60,750,000 for 15% of the fair value of assets acquired, a merger reserve of £16,923,000 for 45% of the book value transferred from a company under common control, and a revaluation reserve of £65,345,000 representing 45% of the fair value of the intangible assets transferred from a company under common control, were recognised.  Amounts are transferred from these reserves to retained earnings as the goodwill and other intangibles balances are impaired and amortised.

 

Foreign currency translation reserve

 

The translation reserve comprises all foreign currency differences arising from the translation of the financial statements of foreign operations.

 

Reserve for own shares

 

The reserve for the Company's own ordinary shares comprises the cost of the Company's ordinary shares held by the Group. At 31 December 2009, the Group held 698,011 ordinary shares at a cost of 0.02p per share through a trust for the benefit of the Group's employees.

 



Consolidated Statement of Cash Flows

for the year ended 31 December 2009

 

 

 

Year ended

Year ended

 

 

31 December

31 December

 

 

2009

2008

 

Note

£000

£000

Operating activities

 

 

 

Profit/(loss) for the year

 

1,916

(59,106)

Adjustments to reconcile Group net profit/(loss) to net cash flows:

 

 

 

Depreciation

 

4,436

3,543

Amortisation of intangible assets

 

25,200

25,200

Impairment of goodwill

 

-

70,000

Loss on disposal of property, plant and equipment

 

-

78

Net finance income

 

(877)

(3,504)

Equity-settled share-based payment transactions

 

3,645

4,325

  Effects of foreign exchange differences

 

(116)

-

Income tax charge

 

1,267

8,094

Change in trade and other receivables

 

1,920

2,890

Change in trade and other payables

 

(1,954)

(4,971)

Income tax paid

 

(10,467)

(11,894)

Net cash flow from operating activities

 

24,970

34,655

 

 

 

 

Investing activities

 

 

 

Acquisition of minority interest in icero GmbH

 

(2)

-

Interest received

 

922

3,581

Acquisition of property, plant and equipment       

 

(2,982)

(4,618)

Net cash flow from investing activities

 

(2,062)

(1,037)

 

 

 

 

Financing activities

 

 

 

Proceeds from share issue

 

161

484

Dividends paid

2

(42,730)

(14,637)

Net cash flow from financing activities

 

(42,569)

(14,153)

 

 

 

 

Net (decrease)/increase in cash and cash equivalents

 

(19,661)

19,465

Cash and cash equivalents at start of year

 

73,465

54,015

Effect of exchange rate fluctuations on cash held

 

1

(15)

Cash and cash equivalents at end of year

 

53,805

73,465

 

 

 

 

 

1Earnings per share

Basic earnings per share

 

Basic earnings per share amounts are calculated by dividing the profit or loss for the year attributable to ordinary equity holders of the Company, by the weighted average number of ordinary shares outstanding during the year.

 

Diluted earnings per share

 

Diluted earnings per share amounts are calculated by dividing the profit or loss for the year attributable to ordinary equity holders of the Company, by the weighted average number of ordinary shares outstanding during the year plus the weighted average number of ordinary shares that would be issued on the conversion of all dilutive potential ordinary shares into ordinary shares.

 

Earnings per share

 

Basic and diluted earnings/(loss) per share has been calculated on the following basis:

 

 

 

2009

2008

 

 

£000

£000

Profit/(loss) after taxation attributable to ordinary equity holders

 

2,068

(58,987)

Basic weighted average ordinary shares in issue (millions)

 

506.2

498.9

Dilutive effect of share based instruments (millions)

 

9.5

-

Diluted weighted average ordinary shares in issue (millions)

 

515.7

498.9

Basic earnings/(loss) per ordinary share (pence)

 

0.4

(11.8)

Diluted earnings/(loss) per ordinary share (pence)

 

0.4

(11.8)

 

 

 

 

2Dividends

 

 

 

 

 

2009

2008

 

 

£000

£000

Declared and paid during the year:

 

 

 

Equity dividends on ordinary shares:

 

 

 

Final dividend for 2007: 1.63p per share

 

-

8,098

Interim dividend for 2008: 1.3p per share

 

-

6,539

Final dividend for 2008: 2.2p per share

 

11,110

-

Interim dividend for 2009: 1.3p per share

 

6,598

-

Special dividend for 2009: 4.93p per share

 

25,022

-

Proposed for approval (not recognised as a liability at 31 December):

 

 

 

Equity dividends on ordinary shares:

 

 

 

Final dividend for 2009: 2.2p per share

 

11,199

-

Special dividend for 2009: 4.91p per share

 

25,006

-

 

Intangible assets

On an annual basis, or where an indication exists, the Group is required to assess its goodwill and intangible assets for impairment.

During 2007 the Group employed the services of an appropriately qualified and experienced independent third party to value the intangible assets acquired from Moneysupermarket.com Financial Group Limited. This valuation was used as the initial carrying value for these assets. Following the impairment provision in 2008, the market capitalisation of the Group approximated to the total carrying value of the goodwill, intangible and other non-current assets of the Group. At 31 December 2009 the market capitalisation exceeded the carrying value of the goodwill, intangible and other non-current assets by 78%.

IFRS 8 has been adopted in the year with comparative disclosures made, and as a result revised operating segments are disclosed. On adoption of IFRS 8 the Group was required to allocate goodwill between its cash generating units (CGU) that represent the lowest level within the Group at which goodwill is monitored for internal management purposes, but are not larger than an operating segment as defined by IFRS 8. These CGUs are the four operating segments Insurance, Money, Travel and Home Services, and the Group has therefore performed impairment testing at this level.The goodwill has been allocated on 1 January 2009 based on estimates of the relative values of the operating segments at that date with £30.7m allocated to Insurance, £15.5m to Money, £6.6m to Travel and £2.2m to Home Services.

For the current year, the recoverable amount of the assets was taken to be their value in use and was calculated by reference to the forecast cash flows.

The present value of the future cash flows has been calculated with the following key assumptions:

·      Cash flows for year 1 represent management's best estimate of future cash flows as at 31 December 2009, and are based upon the Group's approved budget for 2010. The main assumptions underlying the 2010 budget relate to visitor numbers and revenue per transaction/visitor. The forecast assumes some improvement during the course of 2010 driven by the new branding campaign and investments made in the core technology for the Group's key channels, as well as the more settled outlook in the wider economy. The Insurance and Money segments have been assumed to have similar rates of growth, and the Travel and Home Services segments have been assumed to return to close to the revenue levels achieved in 2008.

·      Cash flows for subsequent years for all segments are consistent with those in year 1 and assume no growth. No reliable third party estimates of long term growth rates exist for the price comparison industry given it is a relatively new business model.

·      Cash flows into perpetuity have been incorporated into the calculations.

·      A pre-tax discount rate of 15% has been used in the forecast for all segments. A lower discount rate has been used compared with the rate used to test the Internet segment last year (16%) to reflect the reduction in the uncertainty in the economic climate since the start of the year.

When there are clear indications that the economy has begun to recover a different set of assumptions may be more appropriate.

The analysis performed calculates that the recoverable amount of the assets allocated to the Insurance, Money and Travel segments exceeds their carrying value by in excess of 100% and the recoverable amount of the assets allocated to the Home Services segment exceeds their carrying value by 20%, and as such, are not impaired. No reasonably possible change to a key assumption would result in an impairment.

Whilst the Group is able to allocate revenues between the four operating segments, its cost base is reviewed by the Group's Chief Operating Decision Maker at a Group rather than segmental level, and a number of the significant costs which the Group incurs cannot be allocated either directly or on a reasonable and consistent basis to the CGUs that are each operating segment. Therefore the cash flows estimated above include all of the Group's forecast revenues, but only approximately 55% of the Group's cost base.

The Group has therefore also performed a further impairment test for the Group as a whole, in a manner consistent with that in 2008. In these calculations the Group is treated as one group of CGUs, and the test compared the carrying amount, including goodwill and other corporate assets, to the recoverable amount.

The recoverable amount has been estimated based on the present value of its future cash flows which has been calculated with a set of assumptions consistent with those set out above in relation to the individual operating segment calculations.

The analysis performed calculates that the recoverable amount of the Group's assets exceeds their carrying value by £44m, and as such, no impairment was identified.

With regard to the Group level impairment testing, an increase of 3% in the discount rate, with all other assumptions held constant, would give a value in use for the Group's assets equal to their carrying value. Similarly, a decrease in the annual cash flows of £6.0m, with all other assumptions held constant, would also give a value in use for the Group's assets equal to their carrying value.

At an individual level, management believe that the assumptions relating to each intangible asset remain applicable, and that no adjustment is required to their valuation, nor their useful economic lives.

 

4Related party transactions

The Group has the following investments in subsidiaries:

 

Country of incorporation

Ownership interest

Principal activity

Moneysupermarket.com Financial Group Limited

UK

100

Holding company

Moneysupermarket.com Limited

UK

100

Internet price comparison

Travelsupermarket.com Limited

UK

100

Dormant

Insuresupermarket.com Limited

UK

100

Dormant

Mortgage 2000 Limited

UK

100

Financial intermediary services

Making Millionaires Limited

UK

100

Holding company

Moneysupermarket Limited

UK

100

Dormant

icero GmbH

Germany

100

Internet price comparison

Betcompare.com Limited (formerly Inhoco 3429 Limited)

UK

100

Dormant

 

The Company is the ultimate parent entity of the Group. Intercompany transactions with wholly owned subsidiaries have been excluded from this note, as per the exemption offered in IAS 24.

 

Transactions with key management personnel

There were no outstanding amounts loaned to Directors by the Company at 31 December 2009.

 

In addition to their salaries, the Group also provides non-cash benefits to Directors and executive officers. Directors and executive officers also participate in the Group's unapproved share option and Long Term Incentive Plan schemes.

 

Gerald Corbett, Michael Wemms, Simon Nixon and Paul Doughty received dividends from the Group totalling £7,897,281 in 2008 and £22,760,906 in 2009.

 

Key management personnel compensation

Key management, defined as the executive management team, received the following compensation during the year:

 

 

31 December

31 December

 

2009

2008

 

£000

£000

Short-term employee benefits

1,787

2,274

Share-based payments

1,984

2,820

Post employment benefits

102

9

 

3,873

5,103

 

Other related party transactions

 

A number of Directors and key management personnel hold positions in other entities that result in them having control or significant influence over the financial or operating policies of these entities.

 

A number of these entities transacted with the Group in the reporting period.

 

The aggregate value of transactions and outstanding balances relating to key management personnel and entities over which they have control or significant influence were as follows:

 

 

 

Transaction value

Transaction value

Balance outstanding

Balance outstanding

 

 

Year ended 31 December 2009

Year ended 31 December 2008

as at 31 December 2009

as at 31 December 2008

Director

Company

£000

£000

£000

£000

S J Nixon

Abacus Permanent Limited

(221)

53

-

(221)

S J Nixon

Virtual Processing Limited

216

238

-

216

 

 

 

 

 

 

The Group provided office space and services to Abacus Permanent Limited and Virtual Processing Limited during the year, companies in which Simon Nixon controls over 90% of the voting shares. The Group recharged these two companies rent and associated services at the same levels as it recharged wholly owned subsidiary companies. These rates were based on notional open market rents for similar offices in the locality. In addition the Group provided payroll services for these related companies, fully recovering salaries paid. In the normal course of trade with these related companies the Group both charged and was charged for mortgage procuration fees. The level of these fees were at arm's length and mirrored the going rates in the open market.

 

On 2 July 2009, Rob Budden, a director of Foom.com Limited, acquired 160 ordinary shares of £1 each in the capital of Foom.com Limited from Making Millionaires Limited, representing all of the shares in Foom.com Limited owned by the Group in consideration for the future payment by Rob Budden of 5% of aggregate revenues of Foom.com Limited for each of the first five financial years that such aggregate revenues of Foom.com Limited are equal to or greater than £10,000.

 

On 18 September 2009, Moneysupermarket.com Financial Group Limited acquired from Tim Heidfeld, formerly a director of icero GmbH, all of the shares in icero GmbH owned by him in consideration for the payment by Moneysupermarket.com Financial Group Limited to Tim Heidfeld of €2,500.

 

Statutory Information

 

The financial information set out above does not constitute the Company's statutory accounts for the years ended 31 December 2009 or 2008 but is derived from those accounts. Statutory accounts for 2008 have been delivered to the registrar of companies, and those for 2009 will be delivered in due course. The auditors have reported on those accounts; their reports were (i) unqualified, (ii) did not include a reference to any matters to which the auditors drew attention by way of emphasis without qualifying their report and (iii) did not contain a statement under section 237 (2) or (3) of the Companies Act 1985 in respect of the accounts for 2008 nor a statement under section 498 (2) or (3) of the Companies Act 2006 in respect of the accounts for 2009.The annual report and accounts for the year ended 31 December 2009 will be posted to shareholders in March 2010. The results for the year ended 31 December 2009 were approved by the Board of Directors on 23 February 2010 and are audited. The Annual General Meeting will take place on 31 March 2010. The final dividend will be payable on 1 April 2010 to shareholders on the register at the close of business on 5 March 2010.

 

Cautionary note regarding forward looking statements

 

This announcement includes statements that are forward looking in nature. Forward looking statements involve known and unknown risks, assumptions, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward looking statements. Except as required by the Listing Rules, Disclosure and Transparency Rules and applicable law, the Company undertakes no obligation to update, revise or adjust any forward looking statements to reflect events or developments occurring after the date such statements are published.

 


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