TIDMSTVG
RNS Number : 3499Y
STV Group PLC
06 September 2022
--
Press Release 0700 hours, 6 September 2022
STV Group plc Half Year Results to 30 June 2022
Diversification strategy delivers continued growth
-- Strong financial performance, with revenue and profit both up on record 2021
-- Diversification strategy continues to deliver, with Studios
revenue +16%, VOD advertising revenue +16% and regional advertising
revenue +11%
-- Shape of advertising performance broadly as expected in H1,
despite ongoing economic uncertainty, with Total Advertising
Revenue (TAR) + 4% (+9% vs 2019)
-- STV had a higher audience reach in Scotland than all
subscription (SVOD) services combined in the first half
-- STV remains Scotland's most popular peak time channel for the 4(th) year in a row
-- STV Player active users +7% and VIP users +37%
-- STV Studios continues to scale rapidly, with a record 25 new commissions in H1
-- Board proposes interim dividend of 3.9p, +5% on 2021
Financial Summary - 6 months to 2022 2021 vs 2021
30 June
================================= ========= ======== =======
Revenue GBP62.1m GBP60.3m +3%
================================= ========= ======== =======
Total advertising revenue GBP53.2m GBP51.4m +4%
================================= ========= ======== =======
Operating profit GBP11.9m GBP9.7m +22%
================================= ========= ======== =======
Operating margin 19% 16% +3pps
================================= ========= ======== =======
Adjusted profit before tax* GBP11.2m GBP10.6m +6%
================================= ========= ======== =======
Profit before tax GBP10.6m GBP8.5m +25%
================================= ========= ======== =======
Adjusted basic EPS* 20.0p 19.2p +4%
================================= ========= ======== =======
Statutory basic EPS 18.7p 15.4p +21%
================================= ========= ======== =======
Net debt (+) GBP6.6m GBP17.6m +63%
================================= ========= ======== =======
Dividend per share 3.9p 3.7p +5%
================================= ========= ======== =======
* Before exceptional items (2021 only) and IAS19 interest
(both periods)
(+) Excluding lease liabilities; net funds at 31 December 2021
of GBP0.3m
Refer to note 23 to the condensed interim financial statements
for a reconciliation of the adjusted to statutory numbers
Financial highlights - continued revenue and profit growth
-- Total revenue of GBP62.1m, +3% on 2021 and +13% on 2019;
excluding ELM in 2021 total revenue +4% year on year
-- Operating profit of GBP11.9m, +22% on 2021 and +8% on 2019
-- STV-controlled advertising continued to deliver strong
revenue growth, with VOD advertising on the STV Player +16% (+109%
on 2019) and regional advertising +11% (+15% on 2019)
-- Studios revenue +16% reflects ongoing commissioning momentum
-- Operating margin of 19%, broadly back to pre-Covid levels
-- Adjusted EPS of 20.0p, +4%
-- Net debt of GBP6.6m, up GBP6.9m since December 2021 due to
expected short term funding of increased productions activity;
significant headroom maintained
Good audience performance despite tough H1 2021 comparators
-- STV is the most watched peak time TV channel in Scotland for
the 4(th) year in succession, with a share of 22.2%:
o Commercial viewing share of 29%, with peak time audience
higher than the next 9 commercial channels combined
o 99% of all commercial audiences over 500k viewers in Scotland
on STV in H1
o STV News at Six Scotland's number 1 news programme since
2019
o Average Scot spends more than 6x longer watching broadcast
content each day than SVOD services such as Netflix
o 64% of Scots say they either already have or intend to cancel
paid-for streaming services according to new research from
Scotpulse
-- STV Player grew users and ad impressions in H1, although
total online streams and viewing were down 13% and 11% respectively
(reflecting strong 2021 comparators including lockdown and Euros
football):
o Total digital ad impressions up 21%
o VOD streams up 6% on rolling 12-month basis
o Monthly active users up 7%
o STV Player VIP users up 37%
Continued strategic momentum
-- Studios :
o 25 new commissions so far in 2022 (FY 2021:15) and now 9
returning series
o Major streaming commissions (Criminal Record for Apple TV+,
Written in the Stars for discovery+) currently in production
o A record 20 series in production in 2022, including two
further premium dramas Blue Lights (BBC) and Screw season 2
(C4)
o Further large-scale commissions secured since capital markets
event, for BBC and Discovery across quiz, reality, and factual
entertainment
o On track to exceed targets and contribute materially to STV's
planned diversification
-- Digital :
o STV Player content proposition continues to scale to 5,500+
hours, with drama hours doubling again to over 2,000 across 150+
drama boxsets
o 10 new content deals so far in 2022, including All3Media,
Banijay and EOne
o Player-only content streams up 13% in last 12 months and
contributed 37% of all VOD streams in H1 (compared to 6% in 2019 );
ex-Scotland streams holding at c.20% of total
o Innovative AVOD-SVOD collaboration with Acorn TV brings more
premium original drama to STV Player
o Strengthened platform partnerships with Virgin, Amazon, and
Samsung
-- Scottish advertising:
o Continues to show resilience and growth, driven by the return
of larger advertising clients
o Balance across SME and Government spend now back towards
pre-Covid levels
o In addition, STV Growth Fund attracted a further 43 new
advertisers in H1
o 350+ new Scottish advertisers since launch of fund, with over
70% of 2022 advertisers rebooking from prior year
Outlook
-- Strong H2 content line-up on TV and online
o c.60 hours of new network drama, the return of I'm a Celebrity
and the football World Cup
o STV's free-to-air proposition a significant competitive
advantage vs subscription services
-- Shape of advertising performance across the year so far
broadly as expected, although TV advertising not immune from
ongoing macro uncertainty:
o 9-month TAR expected to be slightly down year on year
o 9-month regional and VOD advertising both expected to be
up
o Stronger commercial and viewing performance expected in Q4,
driven by World Cup
-- Studios building momentum and profitability with previous guidance confirmed
-- On track to hit or exceed 3-year growth targets by the end of 2023 to
o Double digital viewing, users, and revenue (to GBP20m)
o Quadruple Studios revenue (to GBP40m)
o Achieve at least 50% of operating profit from outside
traditional broadcasting
Dividend
-- The Board proposes an interim dividend of 3.9p per share, +5%
on 2021, after considering all relevant factors including the
ongoing macroeconomic and geopolitical uncertainty.
-- The Board remains committed to a balanced approach to capital
allocation across investing for growth, fulfilling our pension
obligations, and paying a sustainable, progressive dividend to
shareholders.
Simon Pitts, Chief Executive Officer, said:
"STV has had a strong first half of the year, with revenue and
profit up on our record performance in 2021.
Our strategy of creating a more diversified business through a
relentless focus on production growth, digital streaming and local
advertising continues to deliver, with STV Studios revenue up 16%,
VOD advertising on STV Player up 16% and regional advertising up
11%.
STV Studios is accelerating rapidly, winning a record 25 new
commissions so far this year from a range of networks and global
streamers as we aim to become the UK's no.1 nations and regions
producer. We're currently in production on over 20 new series,
including our major new drama for Apple, Criminal Record, which
will debut next year in over 100 countries, and two further premium
dramas Blue Lights for BBC1 and Screw series 2 for C4.
Our audience position is strong on TV and online, with STV's
daily, weekly, and monthly reach in H1 higher than all subscription
streaming services combined. STV remains the most popular peak time
TV channel in Scotland for the 4(th) year in a row, boosted by
dramas like Trigger Point and Our House, and active users on STV
Player were up 7% in H1 despite tough comparators in the first half
of last year with a lockdown and the Euros football.
Our free streaming service STV Player is well positioned to meet
the needs of a more cost-conscious audience, with content hours
increasing to over 5500, including a further doubling of premium
drama hours to 2000+ across more than 150 free boxsets.
The advertising market is clearly not going to be immune from
the ongoing economic uncertainty, with total advertising up 4% in
H1 and forecast to be slightly down for the 9 months to September,
but we are expecting a stronger Q4, boosted by the first ever
winter football World Cup.
With a robust financial position, the Board has proposed an
interim dividend of 3.9p per share, up 5% on 2021.
There will be a presentation for analysts today, 6 September
2022, at 12.30 pm, via Zoom. Should you wish to attend the
presentation, please contact Angela Wilson, angela.wilson@stv.tv or
telephone: 0141 300 3000.
Enquiries:
STV Group plc: Kirstin Stevenson, Head of Communications Tel: 07803 970 106
Camarco: Geoffrey Pelham-Lane, Partner Tel: 07733 124 226
Ben Woodford, Partner Tel: 07790 653 341
Financial and operating review
Group overview
Total revenue increased by 3% to GBP62.1m (2021: GBP60.3m),
reflecting growth across each of Broadcast, Digital and Studios.
Total advertising revenues of GBP53.2m were up 4% on the same
period in the prior year, which was one of the strongest trading
performances on record. The other key contributor to Group revenues
is the Studios division, which generated a 16% increase year on
year in the first half.
Operating profit of GBP11.9m was up 22% on the first half of
2021. There were no exceptional items in the current period; the
prior year amount of GBP1.7m was the repayment of furlough grants
received in 2020. On an adjusted basis, operating profit was 4% up
year on year.
Total finance costs were GBP1.3m (2021: GBP1.2m). These
comprised interest on the Group's borrowings of GBP0.4m (2021:
GBP0.7m) with the balance being non-cash costs in relation to the
Group's defined benefit pension schemes of GBP0.6m (2021: GBP0.4m)
and interest on lease liabilities of GBP0.3m (2021: GBP0.1m).
The Group generated adjusted profit before tax (before
exceptional items and IAS19 interest) of GBP11.2m (2021: GBP10.6m),
an increase of 6% on the prior year, with adjusted earnings per
share increasing by 4% to 20.0p (2021: 19.2p).
The statutory result for the year was a profit before tax of
GBP10.6m (2021: GBP8.5m). The effective tax rate (ETR) on the
profit before tax is 20.2%, slightly higher than the standard rate
in the UK of 19% and mainly driven by the difference between the
rate at which current and deferred tax has been recognised.
The Group's key leverage covenant (ratio of net debt to EBITDA)
at the end of the period was 0.2 times, (December 2021: nil), with
significant headroom against the covenant maximum of 3 times. In
February 2022, the Group exercised its first option to extend its
revolving credit facility by one year to March 2025.
Across the Group's two defined benefit pension schemes, the
accounting deficit before tax decreased to GBP42.3m at the half
year (31 December 2021: GBP79.4m). This was largely driven by an
increase in the discount rate due to a rise in corporate bond
yields.
Broadcast
STV's broadcast channel continues to have unrivalled reach in
Scotland (3 in 4 adults every month), and has a higher daily,
weekly, and monthly reach than all subscription (SVOD) services
combined.
STV is the most watched commercial channel in Scotland and is
the only PSB in Scotland to outperform its Network equivalent, by
8% in all time share in H1. It has the biggest share of all
commercial channels across Scotland - more than three times larger
than the next biggest competitor, Channel 4 - and delivered 99% of
commercial programmes with audiences over 500k in the first half of
2022.
This success is down to our content and for the fourth
consecutive year, STV was the most popular peak time channel in
Scotland. High quality programmes including The Masked Singer, Ant
& Dec's Saturday Night Takeaway; soap favourites, Coronation
Street and Emmerdale; and top dramas The Bay and Our House, were in
the top 10, commanding significant audiences.
We continue to work closely with Scotland's business community
and recognise the key role our advertising platform plays in the
growth of businesses across Scotland. Over the first half of the
year, our STV-controlled regional advertising grew by 11% year on
year, driven by the return of larger clients across a range of
sectors. The STV Growth Fund continues to attract more new
advertisers to TV, adding 43 in the first half of the year. The
re-booking rate is also high with over 70% of 2022 Growth Fund
members returning from the prior year. The STV Green Fund and the
STV Inclusion Fund welcome environmentally conscious and socially
inclusive businesses to work with us, and both are important parts
of our Social Impact strategy.
Overall, total advertising revenue (TAR) comprising national,
regional, and digital advertising was up 4% on the first half of
2021, despite ongoing economic uncertainty.
Our regional productions remain hugely popular and relevant for
our audiences. Flagship news programme, STV News at Six, has been
Scotland's most watched news programme since 2019, reaching 2.1m
viewers per month. Ofcom's latest Nations and Regions report
revealed that nearly one third of people in Scotland use STV News
for news about their own nation, higher than any of our rivals. Our
local programming remains popular, with recent antiques series,
Clear Out, Cash In achieving a higher average audience in Scotland
than Love Island; and we continue to hold politicians to account
and interrogate the pressing issues in our current affairs
programme, Scotland Tonight, which airs four times a week.
We continue to use our platforms to make a positive social
impact. Through STV News we are educating and informing audiences
about the need for climate action and promoting positive mental
wellbeing by supporting the Britain Get Talking campaign, tailoring
the messaging for our audiences using familiar local faces.
Overall, the financial performance of the division was strong in
H1 2021 with revenues of GBP46.0m up 2% on the prior half year
period, driven by regional advertising, and operating profit of
GBP10.7m also up 2% year on year. Operating margins have been
maintained at the highs of last year, at 23% for H1.
Digital
Registrations to STV Player continue to grow, increasing by 13%
year on year, and within that our monthly active user base also
grew by 7%, with STV Player VIP users growing by 37%. VOD viewing
increased year on year in 4 out of the 6 months of H1, even with
the tough comparators of lockdown and the Euros. STV Player viewers
spend an average of just over an hour a day with the service, and
research shows we have the most loyal viewers of all the commercial
PSB streaming services.
We continue our strategy of adding high-quality, wide-ranging
Player-only content to complement our Network offering. Ten new
content deals were secured in H1, adding 96 new titles totalling an
additional 825 hours; deals were completed with Sony Pictures,
Banijay and All3Media which have boosted our total hours to over
5,500. We expect to add approximately 500 hours of new STV
Player-only content in H2, offering constantly refreshed
programming for our users.
The top 20 programmes in H1 on STV Player included 8 STV Player
acquisitions, including new box sets City Homicide and The Commons
as well as STV archive favourite, Taggart. STV Player-only content
generated more than 15m VOD streams in H1, accounting for 37% of
total VOD streams. Our STV Player Presents initiative sees us
leverage our broadcast channel to premiere the first episode of new
Player-only content, from which we drive viewers to the STV Player
to watch the rest of the series.
In H1, we signed a unique new partnership with Acorn TV, which
enables us to showcase premium Acorn TV original dramas to viewers
across the UK on STV Player for free. The first AVOD-SVOD endeavour
of its kind in the UK, the collaboration adds more high-end drama
to STV Player, whilst simultaneously introducing STV viewers to the
SVOD, as key Acorn titles will form part of our STV Player Presents
initiative.
We also agreed a new multi-year deal with Virgin Media to extend
our strategic partnership. In Scotland, Virgin Media's fully
regionalised HD version of the STV broadcast channel will continue
as part of the agreement. Across the rest of the UK, Virgin Media
set-top boxes (STBs), including the new Stream device, will
continue to carry all our drama box sets.
In addition to appealing new content, we have made several
enhancements to the user experience, including personalised
recommendations and an improved homepage; and mandatory
registrations mean we know more about our users and can serve them
targeted advertising.
Commercial VOD delivery grew across the first half of the year,
with total ad impressions up 21% year on year, driving a 16%
increase in VOD revenues. Total revenue for the division was
GBP9.2m in the first half, up 8% on the prior year. Operating
profit also grew year on year, up 1% to GBP4.0m (2021: GBP3.9m),
with a slight first-half weighting for some costs reducing the flow
through of incremental revenue to profit.
STV Player has also begun to win recognition across the
industry, winning Best Programme Acquisition for gripping drama,
The Commons, at the Broadcast Digital Awards; and was shortlisted
at the Edinburgh TV Festival for Best Streaming Service.
Studios
STV Studios continues to win new business across drama, factual
and entertainment, with a record 25 commissions in 2022 to date for
the main UK broadcasters and two global streamers.
Our continuing commissioning success means that we are now in a
very busy period of programme production activity meaning that we
are set to exceed our target to quadruple revenues to at least
GBP40m by 2023 (from the baseline of GBP8.7m in 2020).
Our team is delivering high volume returning series, which are
significant contributors to our business growth and are also
important for the growth of the creative industry and talent base
in Scotland. Highlights in H1 2022 include:
-- A second series of our prison drama, Screw, was confirmed
after the first series was Channel 4's most successful drama launch
since It's A Sin.
-- A bumper order from Really for a further five new series - 58
episodes in total - based on our popular format The Yorkshire
Auction House. The show is incredibly successful for Really,
comprising 9 of the top 10 transmissions in H1 for the channel.
-- The recommission of quiz show Bridge of Lies with Ross Kemp,
for BBC One, including a primetime celebrity version and 25 x 45"
episodes for daytime.
-- In addition to securing returning series, a significant
commission of 80 x 1-hour episodes of a new returnable format, The
Great Auction Showdown, for Channel 5 was announced and will be
delivered later this year.
Our strategy of acquiring stakes in partner production companies
is starting to pay off. In H1, we added a 9(th) label to the group,
Mighty Productions - the minds behind Tipping Point and Impossible
- with the opportunity to increase our position to a majority
interest over time. All our labels share our growth ambitions and
have shown good progress in 2022 to date, with several projects in
advanced development and some key commissions and productions
underway:
-- In June we announced drama, Criminal Record, for Apple TV+
which is a co-production with our exclusive production partner, Tod
Productions.
-- New dating show format for global streamer, discovery+,
Written in the Stars, was won by our entertainment label Barefaced
TV.
-- A third series of award-winning, Jerk, was confirmed for
Primal Media with a further major commission yet to be
announced.
-- Hello Mary won a four-part series, One Night Stand, for E4.
-- High end drama producer, Two Cities, will deliver their
Belfast-based cop drama, Blue Lights, to BBC One later this
year.
Catalogue tape sales across our full range of programmes and
format relicensing remained strong in H1 with our
distributor-neutral position enabling us to work with multiple
parties to match the most appropriate sales agent to our
content.
Studio revenues were GBP6.9m (2021: GBP6.0m) with an operating
loss of GBP1.0m (2021: loss of GBP0.9m). In line with historic
norms, the phasing of programme deliveries is weighted towards H2;
the division has already secured revenues of GBP20m - GBP25m this
year and is expected to contribute of at least GBP1m in profit for
the second year in a row.
Principal risks and uncertainties
The Board considers the principal risks and uncertainties
affecting the business activities of the Group are:
-- Regulatory environment
-- Market volatility and advertising spend
-- Reliance on ITV for quality network programming and effective national sales
-- Changing viewing habits
-- Cyber attack or breach incident
-- Defined benefit pension scheme shortfalls
-- Recruitment and retention of people
Further details of the Group's policies on principal risks and
uncertainties are contained within the Group's 2021 Annual Report,
a copy of which is available at www.stvplc.tv .
Unaudited condensed interim income statement
Six months ended 30 June 2022
2022 2021
Before Exceptional
Results exceptional items Results
for period items (note 8) for period
Note GBPm GBPm GBPm GBPm
Revenue 7 62.1 60.3 - 60.3
Net operating expenses (50.2) (48.9) (1.7) (50.6)
------------- ------------- ------------ -------------
Operating profit 11.9 11.4 (1.7) 9.7
Finance costs
* borrowings (0.4) (0.7) - (0.7)
- defined benefit pension schemes (0.6) (0.4) - (0.4)
* lease interest (0.3) (0.1) - (0.1)
(1.3) (1.2) - (1.2)
------------- ------------- ------------ -------------
Profit before tax 10.6 10.2 (1.7) 8.5
Tax charge 9 (2.2) (1.8) 0.3 (1.5)
------------- ------------- ------------ -------------
Profit for the period 8.4 8.4 (1.4) 7.0
-------------
Attributable to:
Owners of the parent 8.5 8.5 (1.4) 7.1
Non-controlling interests (0.1) (0.1) - (0.1)
------------- ------------- ------------ -------------
8.4 8.4 (1.4) 7.0
------------- ------------- ------------ -------------
Earnings per share
Basic 10 18.7p 18.4p 15.4p
Diluted 10 18.2p 17.9p 15.0p
A reconciliation of the statutory results to the adjusted
results is included at note 23. The above unaudited condensed
interim income statement should be read in conjunction with the
accompanying unaudited notes.
Unaudited condensed interim statement of comprehensive
income
Six months ended 30 June 2022
2022 2021
GBPm GBPm
Profit for the period 8.4 7.0
Items that will not be reclassified to profit
or loss:
Gain on re-measurement of defined benefit
pension schemes 30.9 24.0
Deferred tax charge (7.7) (3.9)
Revaluation loss on listed investment to
market value (0.1) (2.2)
Other comprehensive income - net of tax 23.1 17.9
Total comprehensive income for the period 31.5 24.9
----- -----
Attributable to:
Owners of the parent 31.6 25.0
Non-controlling interests (0.1) (0.1)
----- -----
31.5 24.9
----- -----
The above unaudited condensed interim statement of comprehensive
income should be read in conjunction with the accompanying
unaudited notes.
Unaudited condensed interim balance sheet
As at 30 June 2022
30 June 31 December
2022 2021
Note GBPm GBPm
Non-current assets
Intangible assets 12 1.4 1.6
Property, plant and equipment 13 10.4 9.8
Right-of-use assets 13 19.2 19.9
Investments 14 2.6 1.9
Deferred tax asset 15 17.5 26.5
Trade and other receivables 17 0.5 0.4
------- -----------
51.6 60.1
------- -----------
Current assets
Inventories 16 22.4 17.7
Trade and other receivables 17 29.2 30.1
Cash and cash equivalents 14.7 14.7
66.3 62.5
------- -----------
Total assets 117.9 122.6
------- -----------
Equity
Ordinary shares 19 23.3 23.3
Share premium 115.1 115.1
Capital redemption reserve 0.2 0.2
Merger reserve 173.4 173.4
Other reserve 1.5 1.4
Accumulated losses (310.9) (339.2)
------- -----------
Shareholders' equity 2.6 (25.8)
Non-controlling interests (0.2) (0.1)
------- -----------
Total equity 2.4 (25.9)
------- -----------
Non-current liabilities
Borrowings 18 21.3 14.4
Lease liabilities 19.0 19.7
Retirement benefit obligations 21 42.3 79.4
82.6 113.5
------- -----------
Current liabilities
Trade and other payables 31.8 33.8
Lease liabilities 1.1 1.2
32.9 35.0
------- -----------
Total liabilities 115.5 148.5
------- -----------
Total equity and liabilities 117.9 122.6
------- -----------
The above unaudited condensed interim balance sheet should be
read in conjunction with the accompanying unaudited notes.
Unaudited condensed interim statement of changes in equity
Six months ended 30 June 2022
Capital Attributable
Share Share redemption Merger Accumulated to owners Non-controlling
capital premium reserve reserve Other losses of the interest Total
reserve parent equity
GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm
At 1 January
2022 23.3 115.1 0.2 173.4 1.4 (339.2) (25.8) (0.1) (25.9)
--------- --------- ----------- --------- --------- ------------- ------------- ----------------- --------
Profit for the
period - - - - - 8.5 8.5 (0.1) 8.4
Other
comprehensive
income - - - - - 23.1 23.1 - 23.1
--------- --------- ----------- --------- --------- ------------- ------------- ----------------- --------
Total
comprehensive
income for
the
period - - - - - 31.6 31.6 (0.1) 31.5
--------- --------- ----------- --------- --------- ------------- ------------- ----------------- --------
Share based
compensation - - - - 0.1 - 0.1 - 0.1
Dividends paid
(note 11) - - - - - (3.3) (3.3) - (3.3)
--------- --------- ----------- --------- --------- ------------- ------------- ----------------- --------
At 30 June
2022 23.3 115.1 0.2 173.4 1.5 (310.9) 2.6 (0.2) 2.4
--------- --------- ----------- --------- --------- ------------- ------------- ----------------- --------
At 1 January 2021 23.3 115.1 0.2 173.4 1.0 (342.8) (29.8) (0.1) (29.9)
----- ------ ---- ------ ---- -------- ------- -------- -------
Profit for the
period - - - - - 7.1 7.1 (0.1) 7.0
Other comprehensive
income - - - - - 17.9 17.9 - 17.9
----- ------ ---- ------ ---- -------- ------- -------- -------
Total comprehensive
income for the
period - - - - - 25.0 25.0 (0.1) 24.9
----- ------ ---- ------ ---- -------- ------- -------- -------
Share based compensation - - - - 0.1 - 0.1 - 0.1
Dividends paid
(note 11) - - - - - (2.7) (2.7) - (2.7)
----- ------ ---- ------ ---- -------- ------- -------- -------
At 30 June 2021 23.3 115.1 0.2 173.4 1.1 (320.5) (7.4) (0.2) (7.6)
----- ------ ---- ------ ---- -------- ------- -------- -------
The above unaudited condensed interim statement of changes in
equity should be read in conjunction with the accompanying
unaudited notes.
Unaudited condensed interim statement of cash flows
Six months ended 30 June 2022
2022 2021
Note GBPm GBPm
Operating activities
Cash generated by operations 20 10.7 7.9
Interest and fees in relation to banking
facilities paid (0.6) (1.1)
Corporation tax paid (0.1) (0.4)
Pension deficit funding - recovery plan
payment (4.7) (4.6)
Contingent cash payment to pension schemes (2.4) (0.3)
Net cash generated by operating activities 2.9 1.5
------ -----
Investing activities
Proceeds from sale of investment - 3.3
Purchase of investment in associate 14 (0.9) -
Loan notes provided to associate - (0.4)
Production finance provided to associate (2.4) -
Purchase of intangible assets (0.3) (0.2)
Purchase of property, plant and equipment (1.9) (1.3)
------ -----
Net cash (used in)/generated by investing
activities (5.5) 1.4
------ -----
Financing activities
Payment of obligations under leases (1.1) (0.8)
Borrowings drawn 17.0 3.1
Borrowings repaid (10.0) (0.1)
Dividends paid 11 (3.3) (2.7)
Net cash generated by/(used in) financing
activities 2.6 (0.5)
------ -----
Net movement in cash and cash equivalents - 2.4
Cash and cash equivalents at beginning
of period 14.7 5.2
------ -----
Cash and cash equivalents at end of period 14.7 7.6
------ -----
Unaudited notes to the condensed interim financial
statements
Six months ended 30 June 2022
1. General information
STV Group plc (the "Company") is a public limited company
incorporated and domiciled in Scotland and listed on the London
Stock Exchange. The address of the registered office is Pacific
Quay, Glasgow, G51 1PQ.
The principal activities of the Company and its subsidiaries
(together "the Group") are the production and broadcasting of
television programmes, provision of internet services and the sale
of advertising airtime and space in these media.
These condensed interim financial statements were approved for
issue on 6 September 2022 and have been reviewed, not audited. They
do not comprise statutory accounts within the meaning of section
434 of the Companies Act 2006. Statutory accounts for the year
ended 31 December 2021 were approved by the Board of Directors on 9
March 2022 and delivered to the Registrar of Companies. The report
of the auditors on those accounts was unqualified, did not contain
an emphasis of matter paragraph and did not contain any statement
under section 498 of the Companies Act 2006.
2. Basis of preparation
These unaudited condensed interim financial statements for the
six months ended 30 June 2022 have been prepared based on the
policies set out in the 2021 annual financial statements and in
accordance with UK adopted IAS 34 and the Disclosure Guidance and
Transparency Rules sourcebook of the UK's Financial Conduct
Authority. These should be read in conjunction with the annual
consolidated financial statements for the year ended 31 December
2021 which were prepared in accordance with IFRS as adopted by the
UK Endorsement Board.
The year to 31 December 2022 annual financial statements will be
prepared in accordance with IFRS as adopted by the UK Endorsement
Board.
Going concern
At 30 June 2022, the Group was in a net debt position of GBP6.6m
(31 December 2021: net cash of GBP0.3m). The Group is in a net
current asset position and generates cash from operations that
enables the Group to meet its operating liabilities as they fall
due.
The Group has in place a GBP60m revolving credit facility, with
GBP20m accordion, maturing in March 2025 and with the option to
extend by one-year in February 2023. The covenants in place relate
to leverage (namely net debt to EBITDA), which must be less than 3
times, and interest cover, which must be greater than 4 times. At
30 June 2022, the Group's leverage was 0.2 times and interest cover
was 61.6 times, both well within covenant limits. GBP38m of the
facility plus the GBP20m accordion remained available at the
balance sheet date (31 December 2021: GBP45m).
As part of the going concern review, the Group considers
forecasts of the advertising market, from which the Group generates
the majority of its cash inflows, as well as its prospects in the
programme production market, to determine the impact on liquidity.
The Group's forecasts and projections, taking account of reasonably
possible changes in trading performance, show that the Group will
be able to operate within the level of its current available
funding and financial covenants.
The Directors performed a full review of principal risks and
uncertainties during 2021 as part of its process to review and
approve the three-year plan covering the period to 31 December
2024. A severe but plausible downside scenario was identified that
reflected crystallisation of a number of risks, including a
downturn in advertising markets and a hiatus in programme
production activity.
The Directors have assessed current trading relative to the
budget for the year and reconfirmed that the downside scenario
previously identified remains appropriate. Under this downside
scenario, the Group generated sufficient cash to enable it to
continue in operation, pay its obligations as they fall due and
remain within its covenant levels.
Following completion of these activities, the Directors have a
reasonable expectation that the Group has adequate resources to
continue in operation for at least 12 months from the date of this
report. Accordingly, the Group continues to adopt the going concern
basis in preparing its consolidated financial statements.
3. Accounting policies
The accounting policies applied are consistent with those of the
annual financial statements for the year ended 31 December 2021.
There were no changes to accounting standards in the period that
had any material impact on the financial statements.
Taxes on income in the interim periods are accrued using the tax
rate that would be applicable to expected total annual profit or
loss.
4. Judgements and estimates
Judgements
In the course of preparing the condensed interim financial
statements, no judgements have been made in applying the Group's
accounting policies that have had a significant effect on the
amounts recognised in the condensed interim financial statements,
other than those involving estimation below.
Estimates
The preparation of the Group's condensed interim financial
statements requires management to make judgements, estimates and
assumptions that affect the reported amounts of revenues, expenses,
assets and liabilities, and the accompanying disclosures and the
disclosure of contingent liabilities. Uncertainty about these
assumptions and estimates could result in outcomes that require a
material adjustment to the carrying amount of assets or liabilities
affected in future periods.
The key assumptions concerning the future and other key sources
of estimation uncertainty at the reporting date, that have a
significant risk of causing a material adjustment to the carrying
amounts of assets and liabilities within the next financial year,
are described below. The Group based its assumptions and estimates
on parameters available when the condensed interim financial
statements were prepared. Existing circumstances and assumptions
about future developments, however, may change due to market
changes or circumstances arising that are beyond the control of the
Group. Such changes are reflected in the assumptions when they
occur.
Inventory
Deferred programme production stock forms part of inventory and
is stated in the financial statements at the lower of cost or net
realisable value. The key assumption is estimating the likely
future revenues for which associated programme costs are expensed
in line with. A detailed forecast of future secondary sales is
prepared by management based on historic experience and expected
future trends. GBP0.5m was expensed through the income statement in
the period (2021: GBP0.5m).
Pension obligations
The present value of the pension obligations depends on a number
of factors that are determined on an actuarial basis using a number
of key assumptions. The assumptions used in determining the
projected benefit obligation for pensions include the discount rate
and mortality rate. Any changes in these assumptions will impact
the carrying amount of pension obligations.
The Group determines the appropriate discount rate at the end of
each period. This is the rate that should be used to determine the
present value of estimated future cash outflows expected to be
required to settle the pension obligations. In determining the
appropriate discount rate, the Group considers the interest rates
of high-quality corporate bonds that are denominated in the
currency in which the benefits will be paid, and that have terms to
maturity approximating the terms of the related pension
liability.
Regarding mortality, the base tables used are updated every
three years (to coincide with triennial valuations) or more
frequently when there is evidence of a change in experience. The
CMI tables relating to future improvements in mortality are updated
when new information is available, usually annually. Other key
assumptions for pension obligations are based in part on current
market conditions. Refer to note 21 for further disclosure.
5. Financial risk management and financial instruments
The Group's activities expose it to a variety of financial
risks, to varying degrees: currency risk, credit risk, liquidity
risk and cash flow interest rate risk.
The condensed interim financial statements do not include all
financial risk management information and disclosures required in
the annual financial statements; they should be read in conjunction
with the Group's annual financial statements for the year ended 31
December 2021.
There have been no changes in any risk management policies since
the year end.
6. Seasonality of operations
In line with the UK advertising market, the autumn season
provides the Group with its highest level of revenues, as trading
picks up from the quieter summer months. The Studios business
delivers the majority of its programmes to broadcasters in the
second half of the year which results in higher work in progress
inventory at the interim period end compared to the year end
position (see note 16). In the current year, guidance is for the
Studios division to generate revenues between GBP20m and GBP25m, of
which GBP6.9m has been recognised in the six months ended 30 June
2022.
7. Business segments
Information reported to the Group's Chief Executive for the
purposes of resource allocation and assessment of segment
performance is by product. The Group's reportable segments, which
remain the same as the prior year, are Broadcast, Digital and
Studios. The trade of STV ELM, which was disposed of in August
2021, is included within 'Other' in the prior year comparative.
Broadcast Digital Studios Other Total
Six months 2022 2021 2022 2021 2022 2021 2022 2021 2022 2021
GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm
Revenue
Sales 50.8 50.2 9.2 8.5 7.0 6.2 - 0.9 67.0 65.8
Inter-segment
sales (4.8) (5.3) - - (0.1) (0.2) - - (4.9) (5.5)
------ ------ ----- ----- ------ ------ ----- ----- ------ ------
Segment revenue 46.0 44.9 9.2 8.5 6.9 6.0 - 0.9 62.1 60.3
------ ------ ----- ----- ------ ------ ----- ----- ------ ------
Segment result
Operating
profit 10.7 10.5 4.0 3.9 (1.0) (0.9) - - 13.7 13.5
------ ------ ----- ----- ------ ------ ----- -----
Unallocated corporate
expenses (1.8) (2.1)
------ ------
Operating profit (excluding exceptional
items) 11.9 11.4
Exceptional
items - (1.7)
Finance costs (1.3) (1.2)
------ ------
Profit before tax 10.6 8.5
Tax charge (2.2) (1.5)
------ ------
Profit for the period 8.4 7.0
------ ------
There has been no significant change in total assets from the
amount disclosed in the last annual financial statements.
8. Exceptional items
2022
The Group did not incur any material exceptional costs or
generate exceptional income in the interim
period.
2021
In May 2021, the Group repaid the full amount of furlough grants
received in 2020 under the Government's Coronavirus Job Retention
Scheme (GBP1.7m) before resuming payment of cash dividends to
shareholders. The Group presented the cost of repayment as
exceptional so as not to distort the underlying trading results of
the business.
9. Tax charge
Six months Six months
2022 2021
GBPm GBPm
The charge for taxation is as follows:
Charge for the period before exceptional
items 2.2 1.8
Tax effect on exceptional items - (0.3)
--------------- ---------------
Charge for the period 2.2 1.5
--------------- ---------------
The tax on the results for the six month period is charged at
the rate that represents the best estimate of the average annual
effective tax rate (ETR) expected for the full year, applied to the
pre-tax result for the six month period.
The ETR on the results has been charged at 20.2% (30 June 2021:
17.7% before exceptional items), which is higher than the standard
rate of 19.0%, primarily because of the increased rate at which
deferred tax is recognised.
On 3 March 2021, the UK Government announced a change in the UK
corporation tax rate from 19% to 25% with effect from 1 April 2023.
The 25% rate was substantively enacted on 10 June 2021. The
deferred tax assets at 30 June 2022 have been measured using the
rates that apply in the periods when the underlying timing
differences, on which deferred tax is recognised, are expected to
unwind.
The ETR on exceptional items in the prior period was 19%. This
related wholly to the repayment of furlough monies received which
were treated as taxable in the prior year.
10. Earnings per share
The calculation of earnings per share is based on earnings after
tax and the weighted average number of ordinary shares in issue
during the period, excluding ordinary shares purchased by the Group
and held for use by the STV Employee Benefit Trust.
For diluted earnings per share, the weighted average number of
ordinary shares in issue is adjusted to assume conversion of all
dilutive potential ordinary shares. The Group has one type of
dilutive potential ordinary share namely share options granted to
employees.
The adjusted earnings per share figures have also been
calculated based on earnings before adjusting items that are
significant in nature and/or quantum and therefore considered to be
distortive. The adjusting items include the impact of operating and
non-operating exceptional items and the IAS 19 net financing cost;
as well as the tax adjustments relating to these items. Adjusted
earnings per share have been presented to provide shareholders with
an additional measure of the Group's year-on-year performance.
Earnings per share Six months Six months
2022 2021
Pence Pence
Basic earnings per share 18.7p 15.4p
Diluted earnings per share 18.2p 15.0p
Basic earnings per share (before exceptional
items) 18.7p 18.4p
Diluted earnings per share (before exceptional
items) 18.2p 17.9p
Adjusted basic earnings per share 20.0p 19.2p
Adjusted diluted earnings per share 19.5p 18.6p
The following reflects the earnings and share data used in the
calculation of earnings per share:
Six months Six months
2022 2021
Earnings GBPm GBPm
Profit for the period attributable to equity
shareholders 8.5 7.1
Exceptional items (net of tax) - 1.4
Profit for the period before exceptional
items 8.5 8.5
Excluding IAS 19 financing cost 0.6 0.3
---------- -----------
Adjusted profit 9.1 8.8
---------- -----------
Number of shares Million Million
Weighted average number of ordinary shares
in issue 45.5 45.4
Dilution due to share options 1.1 1.3
---------- -----------
Total weighted average number of ordinary
shares in issue 46.6 46.7
---------- -----------
11. Dividends
A dividend of GBP3.3m relating to the year ended 31 December
2021 was paid from the parent company's accumulated realised
profits in May 2022. (31 December 2021: final dividend of GBP2.7m
paid in May 2021).
An interim dividend of 3.9p per share has been proposed and is
subject to approval by the Board of Directors. It is payable on 3
November 2022 to shareholders who are on the register at 23
September 2022. This interim dividend, amounting to GBP1.8m has not
been recognised as a liability in this interim financial
information. It will be recognised in shareholders' equity in the
year ending 31 December 2022.
12. Intangible assets
During the six months ended 30 June 2022, the Group incurred
expenditure of GBP0.3m on web development (GBP0.4m in the year to
31 December 2021; GBP0.2m in the six months ended 30 June 2021).
The net disposals amounted to GBPnil in the current period and for
the year ended 31 December 2021.
13. Property, plant and equipment and right-of-use assets
During the six months ended 30 June 2022, the Group incurred
expenditure of GBP1.9m on property, plant and equipment (GBP2.5m in
the year ended 31 December 2021; GBP1.3m in the six months ended 30
June 2021). The net disposals amounted to GBPnil in the current
period and for the year ended 31 December 2021.
During the six months ended 30 June 2022, the Group did not have
any additions of right-of-use assets (GBP11.1m in the year ended 31
December 2021; GBP0.1m in the six months ended 30 June 2021). The
net disposals amounted to GBPnil in the current period and for the
year ended 31 December 2021.
14. Investments
O n 9 March 2022, the Group acquired a 25% stake in quiz show
producer Mighty Productions for consideration of GBP0.9m.
15. Deferred tax asset
At 30 June 2022, total deferred tax assets of GBP17.5m were
recognised on the balance sheet (31 December 2021: GBP26.5m). Of
this, GBP10.6m relates to the deficit on the Group's defined
benefit pension schemes (31 December 2021: GBP19.8m) and the
balance of GBP6.9m relates to tax losses, accelerated capital
allowances and short-term timing differences (31 December 2021:
GBP6.7m).
16. Inventory
30 June 31 December
2022 2021
GBPm GBPm
Deferred programme production 11.4 11.3
Programme production work in progress 10.6 5.9
Recorded programmes 0.4 0.5
--------------- ---------------
22.4 17.7
--------------- ---------------
17. Trade and other receivables
30 June 31 December
2022 2021
GBPm GBPm
Trade receivables 14.9 18.6
Prepayments and contract assets 8.2 8.0
Other receivables 4.8 1.4
Income tax recoverable 1.8 2.5
--------------- ---------------
29.7 30.5
--------------- ---------------
Amounts included in current assets 29.2 30.1
Amounts included in non-current
assets 0.5 0.4
---- ----
29.7 30.5
---- ----
18. Borrowings
In March 2021, the Group refinanced its bank facilities,
agreeing a new GBP60m revolving credit facility, with GBP20m
accordion, for a minimum tenor of 3 years with two one-year
extension options available. One of the options was exercised in
February 2022, extending maturity to March 2025. The covenant
package is in line with the Group's previous facility, namely net
debt to EBITDA must be less than 3 times, and interest cover must
be greater than 4 times.
19. Share capital
Issued share capital at 30 June 2022 and 31 December 2021
amounted to GBP23.3m (46,722,499 shares).
20. Notes to the condensed interim statement of cash flows
Six months Six months
2022 2021
GBPm GBPm
Operating profit 11.9 9.7
Adjustments for:
Depreciation on property, plant and equipment 1.3 1.1
Amortisation of intangible assets 0.5 0.5
Amortisation of right-of-use assets 0.7 0.9
Share based payments 0.1 0.1
Increase in inventories (4.7) (8.3)
Decrease/(increase) in trade and other receivables 2.5 (1.8)
(Decrease)/increase in trade and other payables (1.6) 5.4
Net decrease in STV ELM Ltd working capital - 0.3
Cash generated by operations 10.7 7.9
---------- ----------
Net debt reconciliation
Net debt
Cash and Net cash/ including
Long-term cash equivalents (debt) Lease lease liabilities
borrowings liabilities
GBPm GBPm GBPm GBPm GBPm
At 1 January 2022 (14.4) 14.7 0.3 (20.9) (20.6)
Cash flows (6.8) - (6.8) 1.1 (5.7)
Non-cash flows (i) (0.1) - (0.1) (0.3) (0.4)
At 30 June 2022 (21.3) 14.7 (6.6) (20.1) (26.7)
------------- ------------------- ------------- -------------- -------------------
(i) Non-cash movements relate to the amortisation of borrowing
costs (for long-term borrowings) and
interest charged on lease liabilities.
21. Retirement benefit schemes
The fair value of the assets and the present value of the
liabilities in the Group's defined benefit pension schemes at each
balance sheet date was:
At 30 June At 31 December
2022 2021
GBPm GBPm
Defined benefit scheme obligations (393.1) (519.4)
Defined benefit scheme assets 350.8 440.0
Net pension deficit (42.3) (79.4)
----------- --------------
The reduction in the net pension deficit is largely driven by an
increase in the discount rate due to a rise in corporate bond
yields over the period, partly offset by the reduction in the
market value of scheme assets.
Assumptions used to estimate the scheme obligations
The significant actuarial assumptions used for accounting
purposes reflect prevailing market conditions in the UK and are as
follows:
At 30 June At 31 December
2022 2021
% %
Rate of increase in salaries nil nil
Rate of increase of pensions in payment 3.35 3.55
Discount rate 3.85 1.90
Rate of price inflation (RPI) 3.35 3.55
Assumptions regarding future mortality experience are set based
on advice, published statistics and experience in each scheme and
are reflected in the table below (average life expectations of a
pensioner retiring at age 65).
At 30 June At 31 December
2022 2021
Retiring at balance sheet date:
Male 20.9 21.0
Female 23.1 23.2
Retiring in 25 years
Male 22.1 22.3
Female 24.4 24.6
The sensitivities regarding the principal assumptions used to
measure the defined benefit obligation are set out below:
Assumption Change in assumption Impact on scheme liabilities
Discount rate Increase/decrease Increase/decrease by
by 0.25% 3%
Rate of price inflation Increase/decrease Increase/decrease by
(RPI) by 0.25% 1%
Rate of mortality Decrease by 1 year Decrease by 4%
These sensitivities have been calculated to show the movement in
the defined benefit obligations in isolation, and assuming no other
changes in market conditions at the balance sheet date.
Funding arrangements
Deficit recovery plans, which end on 31 October 2030, were
agreed in 2021 with aggregate monthly payments unchanged from the
previous recovery plans. The 2022 deficit recovery payments will
total GBP9.5m, with annual payments increasing at the rate of 2%
per annum over the term of the recovery plans. Contingent funding
payments equivalent to 20% of any outperformance above a benchmark
of available cash will be paid to the schemes. This resulted in an
additional GBP2.4m payment to the schemes in the interim period in
relation to 2021.
22. Transactions with related parties
As disclosed in the 2021 Annual report, the Group has agreed to
provide programme production financing to Two Cities Television
Limited for the production of Blue Lights, a drama series
commissioned by the BBC and scheduled for delivery in the second
half of 2022. GBP3.0m was drawn down at the balance sheet date,
with the facility maturing at the end of May 2023 by which time all
monies will be repaid.
The Group provided advertising with an estimated fair value of
GBP0.1m (2021: GBP0.4m) for nil consideration to the charity
organisation STV Appeal.
23. Reconciliation of statutory results to adjusted results
In reporting financial information, the Group presents
alternative performance measures (APMs) which are not defined or
specified under the requirements of IFRS. The Group believes that
these APMs, which are not considered to be a substitute for or
superior to IFRS measures, provide stakeholders with additional
helpful information on the performance of the business.
The Group makes certain adjustments to the statutory profit
measures to exclude the effects of exceptional items and adjust for
other material amounts that it believes are distortive to the
underlying trading performance of the Group.
By presenting these alternative performance measures, the Group
believes it is providing additional insight into the performance of
the business that may be useful to stakeholders. Below sets out a
reconciliation of the statutory results to the adjusted
results:
2022 2021
Operating profit Profit Basic Operating Profit Basic
before tax EPS Profit before tax EPS
GBPm GBPm pence GBPm GBPm pence
Statutory result 11.9 10.6 18.7p 9.7 8.5 15.4p
Exceptional items (note 8) - - - 1.7 1.7 3.0p
Result for the year before
exceptional items 11.9 10.6 18.7p 11.4 10.2 18.4p
IAS 19 net finance costs - 0.6 1.3p - 0.4 0.8p
Adjusted results 11.9 11.2 20.0p 11.4 10.6 19.2p
----------------- ------------ -------- -------------- ------------ --------
Independent review report to STV Group plc
Report on the condensed consolidated interim financial
statements
Our conclusion
We have reviewed STV Group plc's condensed consolidated interim
financial statements (the "interim financial statements") in the
half year results to 30 June 2022 of STV Group plc for the 6 month
period ended 30 June 2022 (the "period").
Based on our review, nothing has come to our attention that
causes us to believe that the interim financial statements are not
prepared, in all material respects, in accordance with UK adopted
International Accounting Standard 34, 'Interim Financial Reporting'
and the Disclosure Guidance and Transparency Rules sourcebook of
the United Kingdom's Financial Conduct Authority.
The interim financial statements comprise:
-- the Condensed interim balance sheet as at 30 June 2022;
-- the Condensed interim income statement and Condensed interim
statement of comprehensive income for the period then ended;
-- the Condensed interim statement of cash flows for the period then ended;
-- the Condensed interim statement of changes in equity for the period then ended; and
-- the explanatory notes to the interim financial statements.
The interim financial statements included in the half year
results to 30 June 2022 of STV Group plc have been prepared in
accordance with UK adopted International Accounting Standard 34,
'Interim Financial Reporting' and the Disclosure Guidance and
Transparency Rules sourcebook of the United Kingdom's Financial
Conduct Authority.
Basis for conclusion
We conducted our review in accordance with International
Standard on Review Engagements (UK) 2410, 'Review of Interim
Financial Information Performed by the Independent Auditor of the
Entity' issued by the Financial Reporting Council for use in the
United Kingdom. A review of interim financial information consists
of making enquiries, 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,
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.
We have read the other information contained in the half year
results to 30 June 2022 and considered whether it contains any
apparent misstatements or material inconsistencies with the
information in the interim financial statements.
Conclusions relating to going concern
Based on our review procedures, which are less extensive than
those performed in an audit as described in the Basis for
conclusion section of this report, nothing has come to our
attention to suggest that the directors have inappropriately
adopted the going concern basis of accounting or that the directors
have identified material uncertainties relating to going concern
that are not appropriately disclosed. This conclusion is based on
the review procedures performed in accordance with this ISRE.
However, future events or conditions may cause the group to cease
to continue as a going concern.
Responsibilities for the interim financial statements and the
review
Our responsibilities and those of the directors
The half year results to 30 June 2022, including the interim
financial statements, is the responsibility of, and has been
approved by the directors. The directors are responsible for
preparing the half year results to 30 June 2022 in accordance with
the Disclosure Guidance and Transparency Rules sourcebook of the
United Kingdom's Financial Conduct Authority. In preparing the half
year results to 30 June 2022, including the interim financial
statements, the directors are responsible for assessing the group's
ability to continue as a going concern, disclosing, as applicable,
matters related to going concern and using the going concern basis
of accounting unless the directors either intend to liquidate the
group or to cease operations, or have no realistic alternative but
to do so.
Our responsibility is to express a conclusion on the interim
financial statements in the half year results to 30 June 2022 based
on our review. Our conclusion, including our Conclusions relating
to going concern, is based on procedures that are less extensive
than audit procedures, as described in the Basis for conclusion
paragraph of this report. This report, including the conclusion,
has been prepared for and only for the company for the purpose of
complying with the Disclosure Guidance and Transparency Rules
sourcebook of the United Kingdom's Financial Conduct Authority and
for no other purpose. We do not, in giving this conclusion, accept
or assume responsibility for any other purpose or to any other
person to whom this report is shown or into whose hands it may come
save where expressly agreed by our prior consent in writing.
PricewaterhouseCoopers LLP
Chartered Accountants
Glasgow
6 September 2022
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