MITCHELLS & BUTLERS PLC
14 May 2015
HALF YEAR RESULTS
(For the 28 weeks ended 11 April 2015)
Strong food volume growth drives sales progress
Financial performance
| - | Total revenue £1,113m, up 9.5% |
| - | |
| - | |
| - | |
| - |
Balance sheet and cash flow
| - | Capital expenditure up to £94m (H1 2014: £86m), 9 new site openings and 23 conversions |
| - |
Operational performance
| - | Like-for-like food volume growth strengthens to +2.9% (H1 2014 +0.2%) |
| - | Operating margin 13.7% (H1 2014 14.5%)e reflects Orchid and volume-driven sales growth |
| - | Staff turnover at historical low of 77% (FY 2014 78%); net promoter scoref up to 65% (FY 2014 63%) |
| - | New EPOS systems live across whole estate |
| - | Orchid integration on track: office closed, synergies created, conversions performing strongly |
Alistair Darby, Chief Executive, commented:
"We have made good progress in the first half with continued strong food volume growth driving improved sales. Our Orchid integration plan is being successfully executed; the office is now closed and the first sites have been converted to our brands with encouraging sales uplifts.
The market in which we operate remains challenging despite growing consumer confidence. However, we are confident that our business is well placed to capitalise on opportunities in the market and deliver future shareholder value."
Definitions
| a | Like-for-like sales growth includes the sales performance against the comparable period in the prior year of all UK managed pubs, bars and restaurants that were trading in the two periods being compared. For the 28 weeks to 11 April 2015, 96% of the UK managed estate (excluding Orchid) is included in this measure. |
| b | Adjusted items are quoted before exceptional items, there were no exceptional adjustments in the first half of FY 2015 but £3m of exceptional charges after tax in the first half of FY 2014. |
| c | Net cash flow excludes £30m mandatory bond amortisation (H1 2014 £28m) and £120m transferred from cash to other cash deposits (H1 2014 £nil) and, in H1 2014 only, £148m which the Group was obliged to draw down from a liquidity facility under the terms of the securitisation. Net cash flow is detailed within the financial review. |
| d | Adjusted EBITDA for the 52 weeks to 11 April 2015. |
| e | Operating margin in H1 2014 is taken before exceptional items. |
| f | Net promoter score is defined as the percentage of responses where we score 9 or 10 out of 10 ('brand promoters') less the percentage of responses where we score 0 to 6 ('brand detractors') to the statement "I am likely to recommend this pub to a friend and / or relative". Responses scoring 7 or 8 ('passives') are ignored in the calculation. |
There will be a presentation for analysts and investors at 9.30am at Nomura International plc, 1 Angel Lane, London, EC4R 3AB. A live webcast of the presentation will be available at www.mbplc.com. The conference will also be accessible by phone: 020 3059 8125 and quote "Mitchells & Butlers". The replay will be available until 28 May on 0121 260 4861 replay access pin 0725582#.
For further information, please contact:
| Tim Jones - Finance Director | +44 (0)121 498 6112 |
| James Cooper - Investor Relations | +44 (0)121 498 4525 |
| James Murgatroyd (Finsbury) | +44 (0)207 251 3801 |
Notes for editors:
| - | Mitchells & Butlers is the UK's largest operator of managed restaurants and pubs. Its portfolio of brands and formats includes Harvester, Toby Carvery, Country Pubs, Sizzling Pubs, Crown Carveries, Oak Tree Pubs, All Bar One, Browns, Miller & Carter, Castle, Alex, Nicholson's, O'Neill's and Ember Inns. Further details are available at www.mbplc.com and supporting photography can be downloaded at www.mbplc.com/imagelibrary. |
| - | Mitchells & Butlers serves around 135 million meals and 435 million drinks each year and is one of the largest operators within the UK's £78 billion eating and drinking out market. |
BUSINESS REVIEW
We are the UK's largest operator of managed restaurants and pubs, with a high quality freehold estate and a portfolio of strong brands. Our strategy is to focus on the long-term growth of food within the £78bn eating and drinking-out market, with around three-quarters of our turnover coming from guests eating in our pubs and restaurants.
In the first half of this year we have continued to concentrate on winning market share, by offering outstanding experiences to our guests at great value, whilst driving our investment towards the most attractive market spaces. The integration of the Orchid business is on track, with 14 new conversions open at the half year and the former head office now closed. We have also made further progress in key priority areas; notably completing the rollout of our EPOS systems project and continuing to grow our food volumes.
Our market
Indicators suggest a return to a favourable UK consumer environment: unemployment is lower than it has been since 2008, consumer confidence is rising and lower inflation has returned real wages to growth. Our market will benefit from this positive consumer environment.
However, after a period of austerity, and with many consumers continuing to carry a significant amount of personal debt, we recognise that many people remain cautious and highly selective in purchasing decisions. We believe that this caution explains a slight slowdown in the recent rate of market growth.
Within this environment, we believe we are well placed to meet key consumer needs:
| - | Value: consumers continue to be highly aware of value, across all demographics. We offer outstanding value across all of our brands and formats, from competitive drinks pricing in our Heartland estate, to a high-quality steak meal in Miller & Carter; |
| - | Flexibility: guests demand the flexibility to eat and drink what, when and where it suits them. This gives us a significant opportunity to utilise our assets in timeslots which traditionally have been relatively quieter - the high rates of growth we are seeing across a range of breakfast offers is a notable example of this; |
| - | Brands: Market growth continues to be driven by branded outlets at the expense of independent outlets. Guests seek the consistency and reliability which our brands are well-placed to offer. |
Our brands and formats
We operate our businesses across five market spaces: Upmarket Social, Special, Family, Everyday Social and Heartland.
Attractive investment opportunities
The 'Family', 'Special' and 'Upmarket Social' market segments currently present attractive opportunities for investment, with the market trend being towards branded food, special-occasion dining and speciality drinks offerings. These are the market segments towards which we allocate the majority of our expansionary capital, including that relating to the conversion of Orchid sites. In the first half of this year we have acquired 9 and converted 16 outlets (including 8 Orchid conversions) across these market spaces.
Cash generation opportunities
The 'Heartland' and 'Everyday Social' market segments are characterised by the need to offer great value and service to our guests in community pubs. In these market segments our businesses generate significant profit and cash, but within market spaces that are not expected to grow as significantly as the aforementioned three.
These businesses continue to be valuable to us and appealing to our guests. As a result we look to grow them through consistently offering great prices, quality and service, as well as investing the necessary capital to ensure that our pubs continue to satisfy our guests' needs. 7 conversions (including 6 Orchid conversions) have taken places in these market spaces in the first half.
Our performance
We have made good progress in the first half of the year, including the integration of Orchid into Mitchells & Butlers. We remain focused on four key areas to drive future growth: our people, our practices, our guests and our profits.
Our people
Our key measure of success with our people is retail staff turnover, which we reduced from 78% in FY 2014 to 77% in the first half. This enables us to make best use of our scale and our brands because stable and skilled teams deliver great guest experiences.
Our approach to people is founded on our 'Good to Great' philosophy, which adapts our ways of working to engage with our teams, empower them to make their own decisions, and ultimately to drive stronger performance. This is now live in the majority of the estate.
We remain committed to our investment in the next generation, and currently have around 1,500 people on a vocational or apprenticeship programme. In April this year we launched the new Mitchells & Butlers Hospitality Management Development Apprenticeship, a three-year scheme giving our apprentices the opportunity to acquire experience and skills across a range of brands and roles.
Our practices
Our practices refer to the safe and efficient way that we run our operations. We continue to make safety a top priority, and challenge all of our businesses to achieve an FSA Food Hygiene Rating of 5. We have made further progress towards achieving this goal in the first half.
The project to replace the EPOS systems in our pubs and restaurants has now been rolled out in all of our sites, including those acquired from Orchid. These systems enable a faster experience for our guests by speeding up order taking and bill payment, improving business controls, and allowing our retail teams to spend more time with guests.
Our guests
Growth in food volumes demonstrates the success of our focus on guests. We continue to be selective in increasing prices, preferring to win market share by attracting guests to our businesses through consistently offering great value and experiences.
Our key measure for understanding how we are rated by our guests is net promoter score, which measures how likely are our guests to recommend us to friends and family. In the first half our net promoter score increased by 2 ppts to 65%.
Our profits
A detailed review of our profit performance is provided in the next section. We have increased adjusted earnings per share by 5.9% in the first half, through increased like for like sales and the contribution of Orchid. Our operating margins fell by 80 basis points, reflecting the lower margin of Orchid ahead of full integration and food sales growth being volume rather than price driven.
Outlook
The market in which we operate continues to be dynamic and demanding with cost headwinds on the horizon. On a brand by brand basis we are focusing on specific guest needs to deliver outstanding value and great experiences. These drive our decisions in key areas such as pricing, innovation and capital allocation.
We have a strong understanding of our guests and a strategy designed to meet their needs. We develop outstanding teams, operate strong brands, offer great value and have a high-quality and well-maintained portfolio of pubs and restaurants. As a result we have confidence that we will be able to grow further shareholder value.
FINANCIAL REVIEW
On a statutory basis, profit before tax for the period was up 10.3% to £75m (H1 2014 £68m), on sales of £1,113m (H1 2014 £1,016m).
The Group discloses adjusted profit and earnings per share information that excludes exceptional items to allow a better understanding of its underlying trading performance. There were no exceptional adjustments in the first half of FY 2015 and £4m of pre-tax exceptional charges in the first half of FY 2014. On this basis, adjusted earnings per share increased by 5.9% in H1 2015 to 14.4 pence.
At the end of the first half, the total estate comprised 1,777 managed businesses and 57 franchised businesses, in the UK and Germany.
Revenue
The Group's total revenues increased by 9.5% to £1,113m, as a result of both growth in like-for-like sales and the contribution of new pubs and restaurants, including the 173 outlets acquired from Orchid on 15 June 2014.
Total like-for-like sales in the first half increased by 1.7%, with growth in both food and drink sales. Food sales growth was primarily driven by volume growth of 2.9%, with a small increase in average spend per head. Drink sales growth, by contrast, resulted from higher average spend growth of 2.7% partially offset by volume declines of 2.2%.
Like-for-like sales growth is also shown for weeks 1 - 32, which includes the Easter period in both financial years.
| Like-for-like sales growth | Week 1 - 17 | Week 1 - 28 | Week 1 - 32 | |
| FY 2015 | FY 2015 | FY 2015 | ||
| Total | 1.7% | 1.7% | 1.4% | |
| Food | 2.8% | 2.9% | 2.5% | |
| Drink | 0.4% | 0.4% | 0.3% |
Operating margins
As expected, adjusted operating margins across the year declined by 0.8 ppts. Whilst Orchid contributed operating profit of £6m to the Group in the first half, it was dilutive to percentage margin, with the head office remaining open for the majority of the period and many businesses yet to be converted to our own brands and formats. The conversion programme is now well under way and the head office was closed in April, allowing us to generate £6m of annual cost savings.
Operating margins have also been impacted by food sales growth being driven by volume rather than spend per head. While the additional volume generates incremental profit, the mix of products and timeslots, particularly breakfast, in which these sales are generated has led to a reduction in percentage margin. Operating profit was £153m for the period, 4.1% higher than adjusted operating profit in H1 2014.
Interest
Net finance costs of £78m were £3m higher than the prior year, due to the net pensions finance charge of £8m (H1 2014 £5m) now being included within adjusted profits, as announced at the time of the FY 2014 results. The charge for FY 2015 is anticipated to be £16m.
Taxation
The estimated annual effective tax rate is 20.5% (H1 2014 22%), the reduction reflecting the fall in the main rate of corporation tax.
Exceptional items
There were no exceptional items in the period and £4m of pre-tax exceptional charges in the first half of FY 2014.
Earnings per share
Earnings per share were 14.4p, 5.9% higher than adjusted earnings per share last year.
Cash flow and net debt
The cash flow statement below excludes £120m transferred from cash to other cash deposits and, in the prior year, £148m drawn down from a liquidity facility under the terms of the securitisation.
| H1 2015 | H1 2014 | |
| £m | £m | |
| EBITDA before exceptional items | 213 | 204 |
| Working capital movement / non-cash items | 26 | 25 |
| Pension deficit contributions | (23) | (20) |
| Cash flow from operations before exceptional items | 216 | 209 |
| Maintenance and infrastructure capex | (70) | (58) |
| Interest | (63) | (65) |
| Tax | (12) | (16) |
| Free Cash Flow before exceptional items | 71 | 70 |
| Expansionary capex | (24) | (28) |
| Orchid acquisition | (1) | 0 |
| Other | 4 | 1 |
| Operating exceptional | (3) | 0 |
| Net cash flow | 47 | 43 |
| Mandatory bond amortisation | (30) | (28) |
| Net cash flow after bond amortisation | 17 | 15 |
The business generated £213m of EBITDA in the period (H1 2014 £204m). Pension deficit contributions of £23m were higher than last year, reflecting the agreed increase in annual contribution of £45m (previously £40m). After maintenance capital, interest and tax, £71m of free cash was generated by the business (H1 2014 £70m).
Net debt was £1,917m, representing 4.4 times annualised EBITDA (H1 2014 4.1 times), the year on year increase being a result of the Orchid acquisition. Net debt within the securitisation was £1,949m and net cash held outside the securitisation was £32m.
Capital expenditure
Total capital expenditure was £94m, comprising £70m (H1 2014 £58m) spent on maintenance and infrastructure projects and £24m on new site openings (H1 2014 £28m).
Expenditure on maintenance and infrastructure projects increased primarily due to the EPOS systems project, additional remodels and the requirements of maintaining a larger estate. The EPOS systems project is now live in all of our pubs and restaurants, including Orchid sites. The systems generate significant productivity benefits through saved administration and server walk time, as well as improving the control environment and enabling faster payment speed for our guests. Over the last year other key infrastructure projects to upgrade HR and Finance systems have also now been substantially completed.
The blended EBITDA return on expansionary capital invested since FY 2012 was 18%. Given the varying nature of freehold acquisitions, leasehold acquisitions and conversions, the business reviews returns by category:
| H1 2015 | H1 2015 | FY 2012 - 2015 | |
| No. of sites | |||
| Freehold acquisitions | £4m | 2 | 15% |
| Leasehold acquisitions | £6m | 7 | 18% |
| Conversions | £10m | 23 | 23% |
| Total expansionary projects | £20m | 32 | 18% |
NOTES:
a: Capital expenditure relating to projects completed and opened during the period
b: Orchid sites included post-conversion
The Orchid acquisition and its integration plan is progressing well. The programme of converting Orchid sites to our brands and formats began before Christmas, with 14 opened at the half year and a further 7 subsequently. We expect to complete around 40 this financial year. Initial post-conversion trading has been strong.
Pensions
In May 2014 the Company reached agreement on the triennial valuation of the group pension schemes as at 31 March 2013, at an increased funding shortfall of £572m (March 2010 valuation: £400m). The discounted value of the minimum funding requirement agreed as part of the revised schedule of contributions is recognised in the balance sheet at £420m (FY 2014 £425m).
Dividends
The Board remains mindful of the attraction of the resumption of dividend payments and will continue to monitor anticipated net cash flow generation, before taking a decision on timing and quantum.
As an element of the current pensions agreement, referred to above, the Group has agreed that normal dividends will only be resumed provided they can initially be funded out of cashflow after bond amortisation.
Responsibility statement
We confirm to the best of our knowledge that this condensed set of financial information, which has been prepared in accordance with IAS 34, gives a true and fair view of the assets, liabilities, financial position and profit or loss of the Group and the undertakings included in the consolidation taken as a whole; and that the interim management report herein includes a fair review of the information required by DTR 4.2.7R and DTR 4.2.8R.
This responsibility statement was approved by the Board of Directors on 13 May 2015 and is signed on its behalf by Tim Jones, Finance Director.
GROUP CONDENSED INCOME STATEMENT
for the 28 weeks ended 11 April 2015
| 2015 | 2014 | 2014 | |||
| Before | Before | Before | ||||||||||
| exceptional | Total | exceptional | Total | exceptional | Total | |||||||
| £m | £m | £m | £m | £m | £m |
| Revenue (note 2) | 1,113 | 1,113 | 1,016 | 1,016 | 1,970 | 1,970 | |||||
| Operating costs before depreciation, amortisation and movements in the valuation of the property portfolio | (900) | (900) | (812) | (812) | (1,548) | (1,560) | |||||
| 213 | 213 | 204 | 204 | 422 | 410 | ||||||
| Depreciation, amortisation and movements in the valuation of the property portfolio | (60) | (60) | (57) | (61) | (109) | (146) | |||||
| Operating profit | 153 | 153 | 147 | 143 | 313 | 264 | |||||
| Finance costs (note 4) | (71) | (71) | (71) | (71) | (132) | (132) | |||||
| Finance revenue (note 4) | 1 | 1 | 1 | 1 | 1 | 1 | |||||
| Net pensions finance charge (note 4) | (8) | (8) | (5) | (5) | (10) | (10) | |||||
| Profit before tax | 75 | 75 | 72 | 68 | 172 | 123 | |||||
| Tax expense (note 5) | (16) | (16) | (16) | (15) | (38) | (30) | |||||
| Profit for the period | 59 | 59 | 56 | 53 | 134 | 93 | |||||
| Earnings per ordinary share (note 6): |
| Basic | 14.4p | 14.4p | 13.6p | 12.9p | 32.6p | 22.6p | ||||||
| Diluted | 14.2p | 14.2p | 13.6p | 12.9p | 32.4p | 22.5p | ||||||
* Restated following a change in presentation of pensions finance charge, see note 14.
| a | Exceptional items are explained in note 1 and analysed in note 3. |
| b | Earnings before interest, tax, depreciation, amortisation and movements in the valuation of the property portfolio. |
All results relate to continuing operations.
GROUP CONDENSED STATEMENT OF COMPREHENSIVE INCOME
for the 28 weeks ended 11 April 2015
| 2015 | 2014 | 2014 | |||
| 28 weeks | 28 weeks | 52 weeks | |||
| £m | £m | £m | |||
| (Unaudited) | (Unaudited) | (Audited) | |||
| Profit for the period | 59 | 53 | 93 | ||
| Items that will not be reclassified subsequently to profit or loss: | |||||
| Unrealised gain on revaluation of the property portfolio | - | - | 62 | ||
| Remeasurement of pension liability (note 11) | (9) | (2) | (214) | ||
| Tax relating to items not reclassified (note 5) | 4 | 4 | 33 | ||
| (5) | 2 | (119) | |||
| Items that may be reclassified subsequently to profit or loss: | |||||
| Exchange differences on translation of foreign operations | (1) | - | (1) | ||
| Cash flow hedges: | |||||
| -Losses arising during the period | (94) | (27) | (59) | ||
| - Reclassification adjustments for items included in profit or loss | (1) | 31 | 48 | ||
| Tax relating to items that may be reclassified (note 5) | 19 | (1) | 2 | ||
| (77) | 3 | (10) | |||
| Other comprehensive (loss)/income after tax | (82) | 5 | (129) | ||
| Total comprehensive (loss)/income for the period | (23) | 58 | (36) |
GROUP CONDENSED BALANCE SHEET
11 April 2015
| 2015 | 2014 | 2014 | |||
| 11 April | 12 April | 27 September | |||
| ASSETS | £m | £m | £m | ||
| (Unaudited) | (Unaudited) | (Audited) | |||
| Goodwill and other intangible assets (note 7) | 18 | 5 | 18 | ||
| Property, plant and equipment (note 7) | 4,273 | 3,919 | 4,242 | ||
| Lease premiums | 2 | 1 | 1 | ||
| Deferred tax asset | 167 | 103 | 149 | ||
| Derivative financial instruments (note 12) | 27 | - | 5 | ||
| Total non-current assets | 4,487 | 4,028 | 4,415 | ||
| Inventories | 28 | 26 | 27 | ||
| Trade and other receivables | 76 | 46 | 60 | ||
| Other cash deposits (note 9) | 120 | 25 | - | ||
| Cash and cash equivalents (note 9) | 152 | 503 | 255 | ||
| Total current assets | 376 | 600 | 342 | ||
| Total assets | 4,863 | 4,628 | 4,757 | ||
| LIABILITIES | |||||
| Pension liabilities (note 11) | (85) | (40) | (45) | ||
| Trade and other payables | (339) | (273) | (300) | ||
| Current tax liabilities | (24) | (17) | (21) | ||
| Borrowings (note 9) | (210) | (207) | (208) | ||
| Derivative financial instruments (note 12) | (44) | (45) | (45) | ||
| Total current liabilities | (702) | (582) | (619) | ||
| Pension liabilities (note 11) | (335) | (196) | (380) | ||
| Borrowings (note 9) | (2,008) | (2,042) | (2,012) | ||
| Derivative financial instruments (note 12) | (290) | (181) | (196) | ||
| Deferred tax liabilities | (348) | (337) | (353) | ||
| Long-term provisions | (12) | (12) | (12) | ||
| Total non-current liabilities | (2,993) | (2,768) | (2,953) | ||
| Total liabilities | (3,695) | (3,350) | (3,572) | ||
| Net assets | 1,168 | 1,278 | 1,185 | ||
| EQUITY | |||||
| Called up share capital | 35 | 35 | 35 | ||
| Share premium account | 26 | 24 | 24 | ||
| Capital redemption reserve | 3 | 3 | 3 | ||
| Revaluation reserve | 918 | 869 | 918 | ||
| Own shares held | (2) | (5) | (4) | ||
| Hedging reserve | (272) | (184) | (196) | ||
| Translation reserve | 10 | 12 | 11 | ||
| Retained earnings | 450 | 524 | 394 | ||
| Total equity | 1,168 | 1,278 | 1,185 |
GROUP CONDENSED STATEMENT OF CHANGES IN EQUITY
for the 28 weeks ended 11 April 2015
| Called | Share | Capital | Own | Translation | |||||||||||||
| up share | premium | redemption | Revaluation | shares | Hedging | of foreign | Retained | Total | |||||||||
| capital | account | reserve | reserve | held | reserve | operations | earnings | equity | |||||||||
| £m | £m | £m | £m | £m | £m | £m | £m | £m | |||||||||
| At 28 September 2013 (Audited) | 35 | 23 | 3 | 869 | (4) | (187) | 12 | 468 | 1,219 | ||||||||
| Profit for the period | - | - | - | - | - | - | - | 53 | 53 | ||||||||
| Other comprehensive income/(expense) | - | - | - | - | - | 3 | - | 2 | 5 | ||||||||
| Total comprehensive income/(expense) | - | - | - | - | - | 3 | - | 55 | 58 | ||||||||
| Share capital issued | - | 1 | - | - | - | - | - | - | 1 | ||||||||
| Purchase of own shares | - | - | - | - | (2) | - | - | - | (2) | ||||||||
| Release of own shares | - | - | - | - | 1 | - | - | (1) | - | ||||||||
| Credit in respect of share-based payments | - | - | - | - | - | - | - | 1 | 1 | ||||||||
| Tax on share-based payments | - | - | - | - | - | - | - | 1 | 1 | ||||||||
| At 12 April 2014 (Unaudited) | 35 | 24 | 3 | 869 | (5) | (184) | 12 | 524 | 1,278 | ||||||||
| Profit for the period | - | - | - | - | - | - | - | 40 | 40 | ||||||||
| Other comprehensive income/(expense) | - | - | - | 50 | - | (12) | (1) | (171) | (134) | ||||||||
| Total comprehensive income/(expense) | - | - | - | 50 | - | (12) | (1) | (131) | (94) | ||||||||
| Purchase of own shares | - | - | - | - | - | - | - | - | - | ||||||||
| Release of own shares | - | - | - | - | 1 | - | - | - | 1 | ||||||||
| Credit in respect of share-based payments | - | - | - | - | - | - | - | 1 | 1 | ||||||||
| Tax on share-based payments | - | - | - | - | - | - | - | (1) | (1) | ||||||||
| Disposal of properties | - | - | - | (1) | - | - | - | 1 | - | ||||||||
| At 27 September 2014 (Audited) | 35 | 24 | 3 | 918 | (4) | (196) | 11 | 394 | 1,185 | ||||||||
| Profit for the period | - | - | - | - | - | - | - | 59 | 59 | ||||||||
| Other comprehensive income/(expense) | - | - | - | - | (76) | (1) | (5) | (82) | |||||||||
| Total comprehensive income/(expense) | - | - | - | - | - | (76) | (1) | 54 | (23) | ||||||||
| Share capital issued | - | 2 | - | - | - | - | - | - | 2 | ||||||||
| Release of own shares | - | - | - | - | 2 | - | - | (1) | 1 | ||||||||
| Credit in respect of share-based payments | - | - | - | - | - | - | - | 2 | 2 | ||||||||
| Tax on share-based payments | - | - | - | - | - | - | - | 1 | 1 | ||||||||
| 35 | 26 | 3 | 918 | (2) | (272) | 10 | 450 | 1,168 |
GROUP CONDENSED CASH FLOW STATEMENT
for the 28 weeks ended 11 April 2015
| 2015 | 2014 | 2014 | |||
| 28 weeks | 28 weeks | 52 weeks | |||
| £m | £m | £m | |||
| (Unaudited) | (Unaudited) | (Audited) | |||
| Cash flow from operations before exceptional items (note 8) | 216 | 209 | 391 | ||
| Cash flow from operating exceptional items | (3) | - | (5) | ||
| Interest paid | (64) | (66) | (137) | ||
| Interest received | 1 | 1 | 2 | ||
| Tax paid | (12) | (16) | (34) | ||
| Net cash from operating activities | 138 | 128 | 217 | ||
| Investing activities | |||||
| Acquisition of Orchid Pubs & Dining Limited and Midco 1 Limited | (1) | - | (269) | ||
| Cash acquired on acquisition of Orchid Pubs & Dining Limited and Midco 1 Limited | - | - | 11 | ||
| Purchases of property, plant and equipment | (91) | (85) | (156) | ||
| Purchases of intangible assets | (1) | (1) | (6) | ||
| Payment of lease premium | (2) | - | - | ||
| Proceeds from sale of property, plant and equipment | 1 | 2 | 4 | ||
| Transfers (to)/from other cash deposits | (120) | - | 25 | ||
| Net cash used in investing activities | (214) | (84) | (391) | ||
| Financing activities | |||||
| Issue of ordinary share capital | 2 | 1 | 1 | ||
| Purchase of own shares | - | (2) | (2) | ||
| Proceeds on release of own shares | 1 | - | 1 | ||
| Repayment of principal in respect of securitised debt | (30) | (28) | (58) | ||
| Drawings under liquidity facility | - | 148 | 147 | ||
| Net cash (used in)/from financing activities | (27) | 119 | 89 | ||
| Net (decrease)/increase in cash and cash equivalents (note 10) | (103) | 163 | (85) | ||
| Cash and cash equivalents at the beginning of the financial period | 255 | 340 | 340 | ||
| Cash and cash equivalents at the end of the financial period | 152 | 503 | 255 |
Cash and cash equivalents are defined in note 9.
NOTES TO THE INTERIM FINANCIAL INFORMATION
| 1. GENERAL INFORMATION |
| Basis of preparation and accounting policies |
| This interim financial information has been prepared in accordance with International Accounting Standard (IAS) 34 Interim Financial Reporting as adopted by the European Union. The interim financial information does not constitute statutory accounts as defined in section 434 of the Companies Act 2006. |
| The financial information for the 52 weeks ended 27 September 2014 does not constitute the company's statutory accounts for that period but is extracted from the audited accounts for that period, which have been delivered to the Registrar of Companies and have been prepared in accordance with International Financial Reporting Standards as adopted by the European Union (IFRS). The auditor's report on these accounts was unqualified, did not draw attention to any matters of emphasis and did not contain any statement under section 498(2) or (3) of the Companies Act 2006. This interim financial information should be read in conjunction with the Annual Report and Accounts 2014. |
| The interim financial information has been prepared on a consistent basis using the accounting policies set out in the Annual Report and Accounts 2014. |
| Adjusted profit |
| 2. SEGMENTAL ANALYSIS |
| IFRS 8 Operating Segments requires operating segments to be based on the Group's internal reporting to its Chief Operating Decision Maker ("CODM"). The CODM is regarded as the Chief Executive together with other Board members. The CODM uses profit before interest and exceptional items (operating profit pre-exceptionals) as the key measure of the segment results. Group assets are reviewed as part of this process but are not presented on a segment basis. |
| The retail operating business operates all of the Group's retail operating units and generates all of its external revenue. The property business holds the Group's freehold and long leasehold property portfolio and derives all of its income from the internal rent levied against the Group's retail operating units. The internal rent charge is eliminated at the total Group level. |
| Retail operating business | Property business | Total |
| 2015 | 2014 | 2014 | 2015 | 2014 | 2014 | 2015 | 2014 | 2014 | ||||||||||
| 28 wks | 28 wks | 52 wks | 28 wks | 28 wks | 52 wks | 28 wks | 28 wks | 52 wks | ||||||||||
| £m | £m | £m | £m | £m | £m | £m | £m | £m | ||||||||||
| 1,113 | 1,016 | 1,970 | - | - | - | 1,113 | 1,016 | 1,970 | ||||||||||
| EBITDA pre exceptionals | 94 | 99 | 221 | 213 | 204 | 422 | ||||||||||||
| Operating profit pre exceptionals | 42 | 50 | 127 | 111 | 97 | 186 | 153 | 147 | 313 | |||||||||
| - | (4) | (49) | ||||||||||||||||
| Operating profit | 153 | 143 | 264 | |||||||||||||||
| Net finance costs | (78) | (75) | (141) | |||||||||||||||
| Profit before tax | 75 | 68 | 123 | |||||||||||||||
| Tax expense | (16) | (15) | (30) | |||||||||||||||
| Profit for the financial period | 59 | 53 | 93 |
| a | Revenue includes other income of £3m (12 April 2014 £4m; 27 September 2014 £7m) in respect of franchise operations. |
| b | The EBITDA pre-exceptionals of the property business relates entirely to rental income received from the retail operating business. |
| c | Refer to note 3. |
| 3. EXCEPTIONAL ITEMS | ||||||
| 2015 | 2014 | 2014 | ||||
| 28 weeks | 52 weeks | |||||
| Notes | £m | £m | £m | |||
| Operating exceptional items | ||||||
| Movement in the valuation of the property portfolio: | ||||||
| - Impairment arising from the revaluation | a | - | - | (25) | ||
| - Other impairment | a | - | (4) | (11) | ||
| - Impairment of lease premium | - | - | (1) | |||
| Net movement in the valuation of the property portfolio | - | (4) | (37) | |||
| Other exceptional items: | ||||||
| - Acquisition of Orchid Pubs & Dining Limited and Midco 1 Limited | b | - | - | (12) | ||
| Total exceptional items before tax | - | (4) | (49) | |||
| Tax credit relating to above items | - | 1 | 8 | |||
| Total exceptional items after tax | - | (3) | (41) |
* Restated following a change in presentation of pensions finance charge, see note 14.
| a | Movements in the valuation of the property portfolio includes impairment arising from the Group's revaluation of its pub estate and impairment of short leasehold and unlicensed properties where their carrying values exceed their recoverable amount. | |||||
| b | Relates to integration costs and legal and professional fees incurred in the acquisition of Orchid Pubs & Dining Limited and Midco 1 Limited on 15 June 2014. | |||||
| All exceptional items relate to continuing operations. | ||||||
| 4. FINANCE COSTS AND FINANCE REVENUE | ||||||
| 2015 | 2014 | 2014 | ||||
| 28 weeks | 28 weeks | 52 weeks | ||||
| £m | £m | £m | ||||
| Finance costs | ||||||
| Securitised and other debt - loans and receivables | (71) | (71) | (132) | |||
| Finance revenue | ||||||
| Interest receivable - cash | 1 | 1 | 1 | |||
| Net pensions finance charge (note 11) | (8) | (5) | (10) | |||
| 5. TAXATION | |||||
| 2015 | 2014 | 2014 | |||
| 28 weeks | 28 weeks | 52 weeks | |||
| £m | £m | £m | |||
| Tax charged in the income statement | |||||
| Current tax | (15) | (16) | (38) | ||
| Deferred tax | (1) | 1 | 8 | ||
| (16) | (15) | (30) |
| 2015 | 2014 | 2014 | |||
| 28 weeks | 28 weeks | 52 weeks | |||
| £m | £m | £m | |||
| Tax relating to items recognised in other comprehensive income | |||||
| Deferred tax: | |||||
| Items that will not be reclassified subsequently to profit or loss: | |||||
| - Unrealised gains due to revaluations - revaluation reserve | - | - | (12) | ||
| - Unrealised gains due to revaluations - retained earnings | 2 | 4 | 2 | ||
| - Remeasurement of pension liability | 2 | - | 43 | ||
| 4 | 4 | 33 | |||
| Items that may be reclassified subsequently to profit or loss: | |||||
| - Cash flow hedges: | |||||
| - Losses arising during the period | 19 | 5 | 12 | ||
| - Reclassification adjustments for losses included in profit or loss | - | (6) | (10) | ||
| 19 | (1) | 2 | |||
| Total tax credit/(charge) recognised in other comprehensive income | 23 | 3 | 35 |
| Tax has been calculated using an estimated annual effective tax rate of 20.5% (2014 28 weeks, 22%; 52 weeks, 22%) on profit before tax. |
| The Finance Act 2013 reduced the main rate of corporation tax from 23% to 20% from 1 April 2015. The effect of this change was reflected in the closing deferred tax balance at 27 September 2014. |
| 6. EARNINGS PER ORDINARY SHARE |
| Basic earnings per share (EPS) have been calculated by dividing the profit for the financial period by the weighted average number of ordinary shares in issue during the period, excluding own shares held in treasury and by employee share trusts. |
| For diluted earnings per share, the weighted average number of ordinary shares is adjusted to assume conversion of all potentially dilutive ordinary shares. |
| Adjusted earnings per ordinary share amounts are presented before exceptional items (see note 3) in order to allow a better understanding of the underlying trading performance of the Group. |
| Basic | Diluted | ||||
| EPS | EPS | ||||
| pence per | pence per | ||||
| Profit | ordinary | ordinary | |||
| £m | share | share | |||
| 28 weeks ended 11 April 2015 | |||||
| Profit/EPS | 59 | 14.4 p | 14.2p | ||
| Exceptional items, net of tax | - | - | - | ||
| Adjusted profit/EPS | 59 | 14.4 p | 14.2 p | ||
| 28 weeks ended 12 April 2014 (restated*) | |||||
| Profit/EPS | 53 | 12.9p | 12.9p | ||
| Exceptional items, net of tax | 3 | 0.7p | 0.7p | ||
| Adjusted profit/EPS | 56 | 13.6p | 13.6p | ||
| 52 weeks ended 27 September 2014 | |||||
| Profit/EPS | 93 | 22.6p | 22.5p | ||
| Exceptional items, net of tax | 41 | 10.0p | 9.9p | ||
| Adjusted profit/EPS | 134 | 32.6p | 32.4p |
* Restated following a change in presentation of pensions finance charge, see note 14.
| The weighted average number of ordinary shares used in the calculations above are as follows: |
| 2015 | 2014 | 2014 | |||
| 28 weeks | 28 weeks | 52 weeks | |||
| millions | millions | millions | |||
| For basic EPS calculations | 411 | 410 | 411 | ||
| Effect of dilutive potential ordinary shares: | |||||
| - Contingently issuable shares | 3 | 1 | 1 | ||
| - Other share options | 1 | 2 | 1 | ||
| For diluted EPS calculations | 415 | 413 | 413 |
| 7. PROPERTY, PLANT AND EQUIPMENT |
| 2015 | 2014 | 2014 | |||
| 11 April | 12 April | 27 September | |||
| £m | £m | £m | |||
| At beginning of period | 4,242 | 3,895 | 3,895 | ||
| Acquired through business combinations | - | - | 279 | ||
| Additions | 91 | 85 | 157 | ||
| Revaluation | - | (4) | 26 | ||
| Disposals | (1) | (2) | (7) | ||
| Depreciation provided during the period | (59) | (55) | (108) | ||
| At end of period | 4,273 | 3,919 | 4,242 |
| 8. CASH FLOW FROM OPERATIONS BEFORE EXCEPTIONAL ITEMS |
| 2015 | 2014 | 2014 | |||
| 28 weeks | 28 weeks | 52 weeks | |||
| £m | £m | £m | |||
| Operating profit | 153 | 143 | 264 | ||
| Add back: operating exceptional items | - | 4 | 49 | ||
| Operating profit before exceptional items | 153 | 147 | 313 | ||
| Add back: | |||||
| Depreciation of property, plant and equipment | 59 | 55 | 108 | ||
| Amortisation of intangibles | 1 | 1 | 1 | ||
| Amortisation of lease premium | - | 1 | - | ||
| Cost charged in respect of share based payments | 2 | 1 | 2 | ||
| Administrative pension costs (note 11) | 1 | 1 | 2 | ||
| Operating cash flow before exceptional items, movements in working capital and additional pension contributions | 216 | 206 | 426 | ||
| Movements in working capital and pension contributions: | |||||
| Increase in inventories | (1) | (2) | (1) | ||
| Decrease in trade and other receivables | 2 | 18 | 15 | ||
| Increase/(decrease) in trade and other payables | 22 | 4 | (3) | ||
| Increase in provisions | - | 3 | 3 | ||
| Additional pension contributions (note 11) | (23) | (20) | (49) | ||
| Cash flow from operations before exceptional items | 216 | 209 | 391 |
| 9. ANALYSIS OF NET DEBT | |||||
| 2015 | 2014 | 2014 | |||
| 11 April | 12 April | 27 September | |||
| £m | £m | £m | |||
| Cash and cash equivalents | 152 | 503 | 255 | ||
| Other cash deposits | 120 | 25 | - | ||
| Securitised debt | (2,071) | (2,101) | (2,073) | ||
| Liquidity facility | (147) | (148) | (147) | ||
| 29 | - | 7 | |||
| (1,917) | (1,721) | (1,958) |
| a | Represents the element of the fair value of currency swaps hedging the balance sheet value of the Group's US dollar denominated loan notes. This amount is disclosed separately to remove the impact of exchange movements which are included in the securitised debt amount. |
| Cash and cash equivalents |
| Cash and cash equivalents, including overnight deposits, comprise cash at bank and in hand of £152m (12 April 2014 £432m, 27 September 2014 £255m) and cash deposits with an original maturity of three months or less of £nil (12 April 2014 £71m, 27 September 2014 £nil). |
| The securitisation is governed by various covenants, warranties and events of default, many of which apply to Mitchells & Butlers Retail Limited, the Group's main operating subsidiary. These include covenants regarding the maintenance and disposal of securitised properties and restrictions on its ability to move cash, by way of dividends for example, to other Group companies. At 11 April 2015, Mitchells & Butlers Retail Limited had cash and cash equivalents of £90m (12 April 2014 £97m, 27 September 2014 £78m) which were governed by the covenants associated with the securitisation. Of this amount £37m (12 April 2014 £46m, 27 September 2014 £36m), representing disposal proceeds, was held on deposit in an account over which there are a number of restrictions. The use of this cash requires the approval of the securitisation trustee and may only be used for certain specified purposes such as capital enhancement expenditure and business acquisitions. |
| Other cash deposits |
| Other cash deposits at 11 April 2015 comprise £120m (12 April 2014 £25m, 27 September 2014 £nil) of cash at bank with an original maturity of three months or more. |
| Securitised debt |
| The overall cash interest rate payable on the loan notes is fixed at 6.1% (12 April 2014 6.1%, 29 September 2014 6.1%) after taking account of interest rate hedging and the cost of the provision of a financial guarantee provided by Ambac in respect of the Class A and AB notes. The notes are secured on the majority of the Group's property and future income streams. |
| The carrying value of the securitised debt in the Group balance sheet at 11 April 2015 is analysed as follows: | ||||||
| 2015 | 2014 | 2014 | ||||
| 11 April | 12 April | 27 September | ||||
| £m | £m | £m | ||||
| Principal outstanding at beginning of period | 2,078 | 2,137 | 2,137 | |||
| Principal repaid during the period | (30) | (28) | (58) | |||
| Exchange on translation of dollar loan notes | 22 | (8) | (1) | |||
| Principal outstanding at end of period | 2,070 | 2,101 | 2,078 | |||
| Deferred issue costs | (8) | (9) | (9) | |||
| Accrued interest | 9 | 9 | 4 | |||
| Carrying value at end of period | 2,071 | 2,101 | 2,073 |
Liquidity facility
Under the terms of the securitisation, the Group hold a liquidity facility of £295m provided by two counterparties. As a result of the decrease in credit rating of one of the counterparties, the Group has been obliged to draw that counterparty's portion of the facility. The amount drawn at 11 April 2015 is £147m (12 April 2014 £148m, 27 September 2014 £147m). These funds are charged under the terms of the securitisation and are not available for use in the wider Group.
| 10. MOVEMENT IN NET DEBT |
| 2015 | 2014 | 2014 | |||
| 28 weeks | 28 weeks | 52 weeks | |||
| £m | £m | £m | |||
| Net (decrease)/increase in cash and cash equivalents | (103) | 163 | (85) | ||
| Add back cash flows in respect of other components of net debt: | |||||
| - Transfers to/(from) other cash deposits | 120 | - | (25) | ||
| - Repayment of principal in respect of securitised debt | 30 | 28 | 58 | ||
| - Drawings under liquidity facility | - | (148) | (147) | ||
| Decrease/(increase) in net debt arising from cash flows | 47 | 43 | (199) | ||
| Movement in capitalised debt issue costs net of accrued interest | (6) | (5) | - | ||
| Decrease/(increase) in net debt | 41 | 38 | (199) | ||
| Opening net debt | (1,958) | (1,759) | (1,759) | ||
| Closing net debt | (1,917) | (1,721) | (1,958) |
11. PENSIONS
Retirement and death benefits are provided for eligible employees in the United Kingdom, principally by the Mitchells & Butlers Pension Plan (MABPP) and the Mitchells & Butlers Executive Pension Plan (MABEPP). These plans are funded, HMRC approved, occupational pension schemes with defined contribution and defined benefit sections. The defined benefit section of the plans is now closed to future service accrual.
In addition, Mitchells & Butlers plc also provides a workplace pension plan in line with the Workplace Pensions Reform Regulations. This automatically enrols all eligible workers into a Qualifying Workplace Pension Plan.
Measurement of scheme assets and liabilities
Actuarial valuation
The actuarial valuations used for IAS 19 (revised) purposes are based on the results of the actuarial valuation carried out at 31 March 2013 and updated by the schemes' independent qualified actuaries to 11 April 2015. Scheme assets are stated at market value at 11 April 2015 and the liabilities of the schemes have been assessed as at the same date using the projected unit method. IAS 19 (revised) requires that the scheme liabilities are discounted using market yields at the end of the period on high quality corporate bonds.
The principal financial and mortality assumptions used at the balance sheet date have been updated to reflect changes in market conditions in the period and more up to date mortality assumptions, in line with those used in the 2013 actuarial valuation.
| 2015 | 2014 | 2014 | |||
| 28 weeks | 28 weeks | 52 weeks | |||
| Discount Rate | 3.1% | 4.2% | 3.8% | ||
| Inflation (RPI) | 3.1% | 3.4% | 3.2% | ||
| Implied life expectancies from age 65: | |||||
| - MABPP male currently 45 | 24.3 years | 24.3 years | 24.3 years | ||
| - MABEPP male currently 45 | 27.6 years | 27.6 years | 27.6 years | ||
Minimum funding requirements
The results of the 2013 funding valuation showed a funding deficit of £572m, using a more prudent basis to discount the scheme liabilities than is required by IAS 19 (revised) and on 21 May 2014 the Company formally agreed a 10 year recovery plan with the Trustees to close the funding deficit in respect of its pension liabilities. The Group agreed to increase contributions from £40m to £45m per annum, for three years commencing 1 April 2013. From 1 April 2016 contributions then increase each year by the rate of RPI (subject to a minimum increase of 0% and a maximum increase of 5%) for the following seven years. The Group has also agreed to make a further minimum underwritten payment of £40m on terms to be agreed with the Trustees by 30 September 2015. Under IFRIC 14, an additional liability is recognised, such that the overall pension liability at the period end reflects the schedule of contributions in relation to a minimum funding requirement, should this be higher than the actual deficit.
Amounts recognised in respect of pension schemes
The following amounts relating to the Group's defined benefit and defined contribution arrangements have been recognised in the Group income statement and Group statement of comprehensive income:
| Group income statement | 2015 | 2014 | 2014 | ||
| 28 weeks | 28 weeks | 52 weeks | |||
| £m | £m | £m | |||
| Operating profit | |||||
| Employer contributions (defined contribution plans) | (4) | (3) | (7) | ||
| Administrative costs (defined benefit plans) | (1) | (1) | (2) | ||
| Charge to operating profit | (5) | (4) | (9) | ||
| Finance costs | |||||
| Net pensions finance charge on actuarial deficit | (3) | (2) | (4) | ||
| Additional pensions finance charge due to minimum funding | (5) | (3) | (6) | ||
| Net pensions finance charge | (8) | (5) | (10) | ||
| Total charge | (13) | (9) | (19) |
| Group statement of comprehensive income | 2015 | 2014 | 2014 | ||
| 28 weeks | 28 weeks | 52 weeks | |||
| £m | £m | £m | |||
| Return on scheme assets and effects of changes in assumptions | (66) | (94) | (119) | ||
| Movement in pension liability due to minimum funding | 57 | 92 | (95) | ||
| Remeasurement of pension liability | (9) | (2) | (214) |
| Group balance sheet | 2015 | 2014 | 2014 | ||
| 11 April | 12 April | 27 September | |||
| £m | £m | £m | |||
| Fair value of scheme assets | 2,099 | 1,780 | 1,865 | ||
| Present value of scheme liabilities | (2,340) | (1,974) | (2,058) | ||
| Actuarial deficit in the schemes | (241) | (194) | (193) | ||
| Additional liability recognised due to minimum funding | (179) | (42) | (232) | ||
| Total pension liability | (420) | (236) | (425) | ||
| Associated deferred tax asset | 84 | 47 | 85 |
| Movements in the total pension liability are analysed as follows: |
| 2015 | 2014 | 2014 | ||||
| 28 weeks | 28 weeks | 52 weeks | ||||
| £m | £m | £m | ||||
| At beginning of period | (425) | (248) | (248) | |||
| Administration costs | (1) | (1) | (2) | |||
| Net pensions finance charge | (8) | (5) | (10) | |||
| Contributions | 23 | 20 | 49 | |||
| Remeasurement of pension liability | (9) | (2) | (214) | |||
| At end of period | (420) | (236) | (425) | |||
| 12. FINANCIAL INSTRUMENTS | ||||||
| The fair value of derivative financial liabilities held by the Group at 11 April 2015 are: | ||||||
| 13. RELATED PARTY TRANSACTIONS | ||||||
| There have been no related party transactions during the period or the previous year requiring disclosure under IAS 24 Related Party Disclosures. | ||||||
| 14. RESTATEMENT OF PRIOR PERIOD INFORMATION |
| INDEPENDENT REVIEW REPORT TO MITCHELLS & BUTLERS PLC |
| We have been engaged by the Company to review the condensed set of financial information in the half-yearly financial report for the 28 week period ended 11 April 2015 which comprises the Group condensed income statement, the Group condensed statement of comprehensive income, the Group condensed balance sheet, the Group condensed statement of changes in equity, the Group condensed cash flow statement and related notes 1 to 14. We have read the other information contained in the half-yearly financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements. |
| This report is made solely to the Company in accordance with International Standard on Review Engagements (UK and Ireland) 2410 "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Auditing Practices Board. Our work has been undertaken so that we might state to the Company those matters we are required to state to it in an independent review report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company, for our review work, for this report, or for the conclusions we have formed. |
| Directors' responsibilities |
| The half-yearly financial report is the responsibility of, and has been approved by, the Directors. The Directors are responsible for preparing the half-yearly financial report in accordance with the Disclosure and Transparency Rules of the United Kingdom's Financial Conduct Authority. |
| As disclosed in note 1, the annual financial statements of the Group are prepared in accordance with IFRSs as adopted by the European Union. The condensed set of financial information included in this half-yearly financial report has been prepared in accordance with International Accounting Standard 34, "Interim Financial Reporting," as adopted by the European Union. |
| Our Responsibility |
| Our responsibility is to express to the Company a conclusion on the condensed set of financial information in the half-yearly financial report based on our review. |
| Scope of Review |
| We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410 "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Auditing Practices Board for use in the United Kingdom. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK and Ireland) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion. |
| Conclusion |
| Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial information in the half-yearly financial report for the 28 weeks ended 11 April 2015 is not prepared, in all material respects, in accordance with International Accounting Standard 34 as adopted by the European Union and the Disclosure and Transparency Rules of the United Kingdom's Financial Conduct Authority. |
| Deloitte LLP Chartered Accountants and Statutory Auditor |
| London, UK |
| 13 May 2015 |