TIDMCRE
RNS Number : 1571S
Creston PLC
28 November 2012
28 November 2012
Creston plc
('Creston' or the 'Group')
Half year results for the six months to 30 September 2012
Creston plc (LSE: CRE), the Insight and Communications group,
today announces its half year results for the six months to 30
September 2012 ('the Period').
Group Financial Highlights
-- Revenue up 2 per cent to GBP37.2 million (H1 2012: GBP36.5 million)
-- Headline(1) EBITDA(2) of GBP5.4 million (H1 2012: GBP5.5 million)
-- Headline PBT(3) of GBP4.4 million (H1 2012: GBP4.8 million)
-- Headline DEPS(4) up 32 per cent to 7.44 pence (H1 2012: 5.63 pence) per share
-- Half year dividend per share increased by 20 per cent to 1.00 pence (H1 2012: 0.83 pence)
Corporate and Operational Highlights
-- Digital and online revenue up 8 per cent, representing 45 per
cent of Group revenue (H1 2012: 42 per cent)
-- Continued focus on digital marketing with today's acquisition
of digital healthcare agency DJM Digital Solutions Ltd ('DJM') post
Period end
-- International revenue increased by 35 per cent, and now
represents 35 per cent of Group revenue (H1 2012: 26 per cent)
-- Net new business of GBP3.1 million in annualised revenue (H1 2012: GBP2.6 million)
-- Solid performance by the Communications division, reporting
growth in Headline PBIT(5) of 8 per cent driven by an improving
margin
-- Health division benefiting from successful integration of The
Corkery Group into the New York office
-- A slower Insight division margin recovery against a tough
industry backdrop, despite stabilised revenues
Group Financial Results
Headline results Reported results
-------------------- ---------------------------- ----------------------------
H1 2013 H1 2012 H1 2013 H1 2012
GBP million GBP million GBP million GBP million
-------------------- ------------- ------------- ------------- -------------
Revenue 37.2 36.5 37.2 36.5
-------------------- ------------- ------------- ------------- -------------
EBITDA 5.4 5.5 8.8 5.0
-------------------- ------------- ------------- ------------- -------------
PBIT 4.4 4.9 7.9 4.3
-------------------- ------------- ------------- ------------- -------------
PBT 4.4 4.8 7.9 4.1
-------------------- ------------- ------------- ------------- -------------
DEPS 7.44 pence 5.63 pence 13.66 pence 4.67 pence
-------------------- ------------- ------------- ------------- -------------
Dividend per share 1.00 pence 0.83 pence 1.00 pence 0.83 pence
-------------------- ------------- ------------- ------------- -------------
(1) Headline results reflect the underlying performance of the
Group and excludes acquisition, start-up and restructuring related
costs, deemed remuneration charges, non-recurring property-related
costs, movement in fair value of deferred consideration and
notional finance costs. A full reconciliation is presented in note
4 to this half year statement.
(2) Earnings before finance costs, finance income, taxation,
depreciation and amortisation (EBITDA).
(3) Profit before taxation (PBT).
(4) Profit before taxation (PBT).
(5) Profit before finance costs, finance income and taxation
(PBIT).
Commenting on the results, Don Elgie, Group Chief Executive of
Creston plc, said:
"The Group has continued to increase revenue through the
expansion of its international business, and the addition of some
significant new clients and brands to its roster.
"Many of these new business wins have a significant digital
element and Creston is continuing to focus on establishing itself
as one of the leaders in providing digital marketing services. This
position has been further enhanced through the 8 per cent growth of
our online and digital revenue, and today's announcement of the
acquisition of digital healthcare agency DJM.
"While the market remains volatile on the back of continuing
macro-economic pressures and we therefore naturally remain
cautious, the Group will look to build on its first half revenue
increase during its historically stronger second half. The Group's
current new business pipeline is healthy and based on historic
conversion levels, the Group expects to deliver full year Headline
PBIT at around the prior year level."
There will be a presentation for analysts today at 09.30 at the
offices of M:Communications, Citypoint, 11(th) Floor, 1 Ropemaker
Street, London, EC2Y 9AW.
For further information on the Group's half year results or
about the analyst meeting please contact:
Creston plc + 44 (0)20 7930 9757
Don Elgie, Group Chief Executive
Barrie Brien, COO/CFO
M:Communications +44 (0)20 7920 2339
Elly Williamson
Matthew Neal
About Creston plc
Creston plc (LSE: CRE) is a marketing services company focused
on insight-led communications. The Group delivers a range of
marketing services, including advertising, brand consultancy, CRM,
digital and direct marketing, health communications, local
marketing, market research, PR and social media marketing to a
broad spectrum of blue-chip global clients. Our insight companies
give us a real edge, providing the analytic intelligence to enable
us to truly understand, influence and inspire consumers and it's
that insight-led intelligence that drives our creativity.
www.creston.com
Group Chief Executive's Statement
Group Performance
During the first six months of the current financial year, Group
revenue grew by 2 per cent compared to the same prior year period.
The driver behind this increase was a combination of the continued
growth of our international business, which now represents 35 per
cent of total revenue (H1 2012: 26 per cent), and the addition of
some significant new clients and brands to our roster.
Group Headline EBITDA was GBP5.4 million (H1 2012: GBP5.5
million), Group Headline PBIT was GBP4.4 million (H1 2012: GBP4.9
million) and Group Headline PBT was GBP4.4 million (H1 2012: GBP4.8
million).
Headline DEPS increased 32 per cent to 7.44 pence (H1 2012: 5.63
pence) per share. This increase in DEPS is due to a tax credit in
the Period following a positive conclusion to an outstanding HMRC
enquiry (further explanation can be found in note 6). Reported PBT
was GBP7.9 million (H1 2012: GBP4.1 million) with the material
difference between Headline and Reported PBT principally due to a
revaluation of estimated deferred consideration (see note 4). This
revaluation and the tax credit referred to above have increased
Reported DEPS by 192 per cent to 13.66 pence (H1 2012: 4.67 pence)
per share.
There were some strong performances from our two largest
divisions, Communications and Health, but a slower recovery from
our smallest division, Insight. Our Communications division
reported an 8 per cent increase in its Headline PBIT; and our
Health division, bolstered by the acquisition of The Corkery Group,
delivered good revenue and Headline PBIT growth with a flat
like-for-like revenue performance as the sector began to stabilise.
Both of these divisions also delivered margin improvements. Our
Insight division experienced a slower recovery in a challenging
market following its FY12 Q4 slowdown, but saw a return to profit
in FY13 Q2 following two prior quarters of losses. Management is
continuing its proactive cost management to restore the Insight
margin.
It is clear that our more digitally focused offer is attractive
to clients, as we are seeing an increase in new business
opportunities as a direct result of our digital capabilities. As an
example, all agencies within the Communications division have
recently been appointed to the Government's Agile Route to Market
roster. The Group is currently pitching for some major new business
opportunities and a significant portion of these are joint pitches
between two or more of our agencies in both the Communications and
Health divisions, endorsing the strength of our 'Better Together'
proposition.
Following the previously reported fall in revenues at the end of
the last financial year, like-for-like revenues in the Period
declined by 6 per cent, however this is being replaced by a strong
new business pipeline and the Group has added net new business from
both new and existing clients of GBP3.1 million (H1 2012: GBP2.6
million) in annualised revenue.
With work from online and digital activities now accounting for
45 per cent of Group revenue (H1 2012: 42 per cent), the Group is
more focused than ever on establishing itself as one of the leaders
in providing digital marketing services to clients. This position
has been further cemented by today's announcement of the
acquisition of digital healthcare agency DJM.
Corporate Development
As well as being marginally earnings enhancing in this financial
year, the acquisition of digital marketing specialist DJM, supports
the continued development of the Group's Health division. Working
as part of Creston Health, we are confident that DJM will
facilitate the continued growth of the division as digital becomes
an ever-more significant element of our clients' requirements.
Business Review
The respective revenue, Headline PBIT and percentage
contributions per division are as follows:
H1 2013 Revenue Headline PBIT
---------------- ------------------------- -------------------------
GBP million % of Group GBP million % of Group
---------------- ------------ ----------- ------------ -----------
Communications 20.7 55% 3.1 54%
---------------- ------------ ----------- ------------ -----------
Health 11.0 30% 2.6 45%
---------------- ------------ ----------- ------------ -----------
Insight 5.5 15% 0.04 1%
---------------- ------------ ----------- ------------ -----------
Communications
H1 2013 H1 2012
GBP million GBP million
------------------------------- ------------- -------------
Revenue 20.7 21.0
------------------------------- ------------- -------------
Contribution to Group revenue
(%) 55% 58%
------------------------------- ------------- -------------
Headline PBIT 3.1 2.9
------------------------------- ------------- -------------
Reported PBIT 3.1 2.6
------------------------------- ------------- -------------
Headline PBIT margin (%) 15% 14%
------------------------------- ------------- -------------
The Group's Communications division delivered a solid
performance during the Period. There was good growth of 8 per cent
in the division's Headline PBIT to GBP3.1 million (H1 2012: GBP2.9
million), despite a small decline in revenue to GBP20.7 million (H1
2012: GBP21.0 million), which was a robust performance against two
tough prior year revenue growth comparisons (H1 2012: 6 per cent;
H1 2011: 14 per cent). The Headline PBIT growth was as a result of
our continued vigorous focus on profitable revenue generation and
improved recovery rates. Accordingly this has resulted in a
continued strengthening of the divisional half year Headline PBIT
margin to 15.1 per cent (H1 2012: 13.8 per cent; H1 2011: 11.8 per
cent). As the Group's largest division, contributing 55 per cent of
revenues and 54 per cent of Headline PBIT, this is an encouraging
performance.
Three of the four divisional companies, namely TMW, The Real
Adventure and the Nelson Bostock Group, produced good performances
during the first half, delivering both revenue and Headline PBIT
growth and so underpinning the division's strong PBIT performance.
Marketing magazine reinforced TMW's strength in the digital space
naming it a Top 5 mobile and e-CRM agency and overall Top 10
digital agency in a recent league table.
Following the decline in revenue at EMO as it entered the
current financial year, management undertook a review of its offer,
processes and operational structure. The management team is
confident this full operational review, along with some major
on-going pitches, will enable the business to grow its revenue and
improve its profitability during the course of FY14. In the current
year however, its revenue and PBIT decline against the prior year
will impact the full year results of the division by off-setting
the growth from the rest of the division's companies.
New business won by our Communications division during the
Period from new and existing clients includes campaigns for several
new Unilever brands in the UK: Impulse, VO5, Dove Men + Care and
Simple Skincare; EE, Brother and salesforce.com.
Health
H1 2013 H1 2012
GBP million GBP million
------------------------------- ------------- -------------
Revenue 11.0 8.0
------------------------------- ------------- -------------
Contribution to Group revenue
(%) 30% 22%
------------------------------- ------------- -------------
Headline PBIT 2.6 1.8
------------------------------- ------------- -------------
Reported PBIT 6.1 1.5
------------------------------- ------------- -------------
Headline PBIT margin (%) 24% 22%
------------------------------- ------------- -------------
Revenue for the Health division rose by 38 per cent to GBP11.0
million (H1 2012: GBP8.0 million) and Headline PBIT increased by 47
per cent to GBP2.6 million (H1 2012: GBP1.8 million), as a result
of the six month contribution from The Corkery Group. Like-for-like
revenue was broadly flat against the prior year, while the Headline
PBIT margin for the division increased to 24 per cent (H1 2012: 22
per cent).
In the US, the performances of our most recent acquisitions were
encouraging. Both The Corkery Group and Cooney/Waters have reported
year-on-year growth in revenue and Headline PBIT. However, owing to
continued pressure on the pharmaceutical industry, less funding is
being given to institutions that raise disease awareness, which is
the practice area of Alembic within the Cooney/Waters Group. We are
therefore taking a longer term view that Alembic will not return to
former revenue levels in the period to March 2015 (the end of its
earn out period) and, consequently, with this reduction in future
revenue and PBIT growth, we have reduced the Cooney/Waters Group
estimated future deferred consideration by GBP4.0 million. This
movement in the fair value of deferred consideration has resulted
in a credit to the income statement and represents the majority of
the material growth in our Reported results.
In the UK, despite a difficult 2012 for the pharmaceutical
industry which resulted in a drop off in new business opportunities
for the division, our investment in the division is starting to
bear fruit. Investment in senior hires including a Head of Digital
for the division and a Head of International at Red Door
Communications (which was recently named Most Rated UK agency by
health journalists according to PR Week), our acquisition of
digital healthcare agency DJM after the Period end, and a good new
business conversion rate mean our agencies are well positioned to
capitalise on the growing number of new business opportunities in
the current financial year.
New business won during the Period by the Health division from
new and existing clients includes work for: Almirall, AstraZeneca,
Celgene EU and UK, Leo Pharma, Pfizer, UCB and Warner Chilcott.
Insight
H1 2013 H1 2012
GBP million GBP million
------------------------------- ------------- -------------
Revenue 5.5 7.5
------------------------------- ------------- -------------
Contribution to Group revenue
(%) 15% 20%
------------------------------- ------------- -------------
Headline PBIT 0.04 1.7
------------------------------- ------------- -------------
Reported PBIT 0.04 1.7
------------------------------- ------------- -------------
Headline PBIT margin (%) 1% 22%
------------------------------- ------------- -------------
The Insight division reported a decline in revenue to GBP5.5
million (H1 2012: GBP7.5 million). However, revenue is stabilising
with FY13 Q2 flat on FY13 Q1 and showing growth on Q4 of the
previous financial year, when there was a drop off in revenue at
ICM as previously reported.
While a decline in PBIT was expected, a PBIT of GBP0.04 million
(H1 2012: GBP1.7 million) caused by a slower recovery and weaker
gross margins at ICM was disappointing. However, despite a rapid
slowdown in market research activity during July to September 2012
according to the latest Market Research Society Quarterly Market
Trends report, the division returned to profit in FY13 Q2 following
two prior quarters of losses. While ICM's recovery is slower than
originally anticipated, both revenue and Headline PBIT are expected
to grow in the second half as a result of improving commissions and
the swift cost-cutting and management actions, which have been
on-going since the last financial year.
The division has undertaken a major investment in tablet PCs
('tablets') to digitise its face-to-face research. The benefits of
digitising the interview process include a faster response rate for
the client and a more engaging experience for the consumer. With
350 tablets, Marketing Sciences has one of the largest operations
in the UK and has been rewarded with a major new customer
satisfaction tracker from a top retailer.
The division's latest start-up, healthcare research consultancy
Vitaris, performed well in the Period, turning profitable in FY13
Q2 within 12 months of launch.
New business won during the period included new commissions from
longstanding clients as well as new clients such as Internet
Advertising Bureau, VELUX, Gomez and the North West Public Health
Observatory.
Co-location
The Group continued to realise its long-term co-location
strategy during the Period with its three New York health companies
moving to one New York office in September 2012, following the
co-location in Bristol of UK agencies EMO and The Real Adventure in
April 2012. The Group's UK health companies co-located in Richmond
during the prior year.
The Group is also in negotiation to sign a lease to co-locate
all its central London agencies (ICM, the Nelson Bostock Group and
TMW) and Creston plc next summer. We strongly believe that
alongside the clear operational efficiencies from sharing one
building and infrastructure, further value will follow from
increased client referrals, pitching for more integrated projects
and creating a shared environment where our 'innovation through
collaboration' and 'Better Together' approach can thrive.
In relation to the New York and London co-locations there will
be an associated one-off cost recognised in the full year and FY14
numbers owing to a double rent period and some short-term onerous
lease charges. This will be an accounting charge not a cash charge
due to the rent free periods which will have been agreed.
Balance Sheet
As at 30 September 2012 the Group continued to strengthen its
balance sheet with net current assets of GBP0.3 million compared
with the year-end position of net current liabilities of GBP2.0
million. The total debt position also improved from the year-end
position of GBP7.0 million to GBP4.9 million. Net debt of GBP2.0
million as at the Period end gives an unused banking facility of
GBP16.8 million. As at 30 September 2012, the Group had a low
gearing position of 4 per cent versus the year-end position of 7
per cent.
There has been a short-term increase in the Group's working
capital position from a negative position of GBP0.5 million at the
year-end to a positive position of GBP3.4 million. The Group's five
year average cash conversion to 30 September 2012 remains high at
93 per cent demonstrating the Group's solid performance in cash
generation.
Dividend
As previously reported, in light of the Group's history of
strong cash generation and low gearing, it is the Board's intention
to maintain a progressive dividend policy. Reflecting this, the
Board has declared a half year dividend of 1.00 pence (H1 2012:
0.83 pence) per share to be paid on 10 January 2013 to shareholders
registered at 7 December 2012. This represents a 20 per cent
increase on the prior year however, this growth rate is higher than
the expectation for the full year dividend, as the Board looks to
move to a one-third / two-third allocation between the half year /
final dividend payment respectively.
Outlook
We are seeing good new business opportunities across the Group,
which, combined with our focus on restoring the Insight division's
margin, should lead to a second half improvement in our key
operational performance indicators.
Creston is continuing to focus on establishing itself as one of
the leaders in providing digital marketing services, a position we
will look to build on following today's announcement of the
acquisition of digital healthcare agency DJM.
While the market remains volatile on the back of continuing
macro-economic pressures and we therefore naturally remain
cautious, the Group will look to build on its first half revenue
increase during its historically stronger second half. The Group's
current new business pipeline is healthy and based on historic
conversion levels, the Group expects to deliver full year Headline
PBIT at around the prior year level.
Don Elgie
Group Chief Executive
UNAUDITED CONSOLIDATED INCOME STATEMENT
for the six months ended 30 September 2012
Note Six months Six months Audited
ended 30 September ended 30 September Year ended
2012 2011 31 March
2012
GBP'000 GBP'000 GBP'000
Turnover (billings) 52,865 55,975 109,968
-------------------- -------------------- ------------
Revenue 5 37,165 36,500 74,924
Operating costs (32,736) (31,642) (64,506)
-------------------- -------------------- ------------
Headline profit before finance
income, finance costs and
taxation 4 4,429 4,858 10,418
Headline items 4 3,450 (543) 659
-------------------------------- ----- -------------------- -------------------- ------------
Profit before finance income,
finance costs and taxation 4 7,879 4,315 11,077
Finance costs (12) (217) (246)
-------------------- -------------------- ------------
Profit before taxation 4 7,867 4,098 10,831
Taxation 6 392 (1,277) (1,719)
-------------------- -------------------- ------------
Profit for the period 4 8,259 2,821 9,112
-------------------- -------------------- ------------
Basic and diluted earnings
per share (pence): 7 13.66 4.67 15.08
13.66 4.67 15.08
-------------------- -------------------- ------------
UNAUDITED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
for the six months ended 30 September 2012
Six months Six months Audited
ended 30 September ended 30 September Year ended
2012 2011 31 March
2012
GBP'000 GBP'000 GBP'000
Profit for the period 8,259 2,821 9,112
-------------------- -------------------- ------------
Other comprehensive (expense)/income:
Exchange differences on translation
of foreign operations (185) 211 17
Other comprehensive (expense)/income
for the period, net of tax (185) 211 17
-------------------- -------------------- ------------
Total comprehensive income for
the period 8,074 3,032 9,129
-------------------- -------------------- ------------
UNAUDITED CONSOLIDATED BALANCE SHEET
as at 30 September 2012
Note As at As at Audited as
30 September 30 September at
2012 2011 31 March
GBP'000 GBP'000 2012
GBP'000
Non-current assets
Intangible assets
Goodwill 9 106,850 101,611 107,050
Other 9 1,388 1,303 1,473
Property, plant and equipment 9 3,721 2,111 3,390
Deferred tax assets 754 732 592
-------------- -------------- -----------
112,713 105,757 112,505
Current assets
Inventories and work in progress 1,088 1,688 1,202
Trade and other receivables 26,196 28,793 25,982
Cash and cash equivalents 13 1,189 436 1,818
-------------- -------------- -----------
28,473 30,917 29,002
Current liabilities
Trade and other payables (23,903) (20,903) (27,636)
Corporation tax payable (1,047) (2,811) (1,419)
Obligations under finance
leases 13 (2) (7) (2)
Bank overdraft, loans and
loan notes 13 (3,210) (6,258) (1,908)
Derivative financial instrument 12 (40) - -
(28,202) (29,979) (30,965)
Net current assets/(liabilities) 271 938 (1,963)
-------------- -------------- -----------
Total assets less current
liabilities 112,984 106,695 110,542
-------------- -------------- -----------
Non-current liabilities
Provision for other liabilities
and charges 10 (2,849) (8,569) (6,929)
Obligations under finance
leases 13 - (2) -
Deferred tax liabilities (118) (17) (118)
(2,967) (8,588) (7,047)
Net assets 110,017 98,107 103,495
-------------- -------------- -----------
Equity
Called up share capital 6,134 6,134 6,134
Share premium account 35,943 35,943 35,943
Own shares (656) (656) (656)
Shares to be issued 1,141 1,286 1,079
Other reserves 30,822 30,822 30,822
Foreign currency translation
reserve (358) 21 (173)
Retained earnings 36,991 24,557 30,346
-------------- -------------- -----------
Total equity 110,017 98,107 103,495
-------------- -------------- -----------
UNAUDITED STATEMENT OF CHANGES IN EQUITY
Six months ended 30 September 2012
Called Share Own Shares Other Foreign Retained Total
up share premium shares to be reserves currency earnings
capital issued translation
reserve
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Changes in equity
for the period
At 1 April 2012 6,134 35,943 (656) 1,079 30,822 (173) 30,346 103,495
---------- --------- -------- -------- ---------- ------------- ---------- ----------
Profit for the
period 8,259 8,259
Other comprehensive
expense:
Exchange differences
on translation
of foreign operations (185) (185)
---------- --------- -------- -------- ---------- ------------- ---------- ----------
Total comprehensive
income for the
period (185) 8,259 8,074
---------- --------- -------- -------- ---------- ------------- ---------- ----------
Credit for share-based
incentive schemes 62 62
Dividends (note
8) (1,614) (1,614)
---------- --------- -------- -------- ---------- ------------- ---------- ----------
At 30 September
2012 6,134 35,943 (656) 1,141 30,822 (358) 36,991 110,017
---------- --------- -------- -------- ---------- ------------- ---------- ----------
Called Share Own Shares Other Foreign Retained Total
up share premium shares to be reserves currency earnings
capital issued translation
reserve
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Changes in equity
for the period
At 1 April 2011 6,134 35,943 (779) 1,545 30,822 (190) 23,289 96,764
---------- --------- -------- -------- ---------- ------------- ---------- ---------
Profit for the
period - - - - - - 2,821 2,821
Other comprehensive
income:
Exchange differences
on translation
of foreign operations - - - - - 211 - 211
---------- --------- -------- -------- ---------- ------------- ---------- ---------
Total comprehensive
income for the
period - - - - - 211 2,821 3,032
---------- --------- -------- -------- ---------- ------------- ---------- ---------
Credit for share-based
incentive schemes - - - 56 - - - 56
Exercise of share
award - - 123 (315) - - - (192)
Gain on treasury
scheme/employee
benefit trust - - - - - - 81 81
Fair value adjustment
of own shares - - - - - - (274) (274)
Dividends (note
8) - - - - - - (1,360) (1,360)
---------- --------- -------- -------- ---------- ------------- ---------- ---------
At 30 September
2011 6,134 35,943 (656) 1,286 30,822 21 24,557 98,107
---------- --------- -------- -------- ---------- ------------- ---------- ---------
Called Share Own Shares Other Foreign Retained Total
up share premium shares to be reserves currency earnings
capital issued translation
reserve
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Changes in equity
for the year
At 1 April 2011 6,134 35,943 (779) 1,545 30,822 (190) 23,289 96,764
---------- --------- -------- -------- ---------- ------------- ---------- ----------
Profit for the
period - - - - - - 9,112 9,112
Other comprehensive
income:
Exchange differences
on translation
of foreign operations - - - - - 17 - 17
---------- --------- -------- -------- ---------- ------------- ---------- ----------
Total comprehensive
income for the
period - - - - - 17 9,112 9,129
---------- --------- -------- -------- ---------- ------------- ---------- ----------
Debit for share-based
incentive schemes - - - (151) - - - (151)
Exercise of share
award - - 123 (315) - - - (192)
Gain on treasury
scheme/employee
benefit trust - - - - - - 81 81
Fair value adjustment
of own shares - - - - - - (274) (274)
Dividends (note
8) - - - - - - (1,862) (1,862)
---------- --------- -------- -------- ---------- ------------- ---------- ----------
At 31 March 2012 6,134 35,943 (656) 1,079 30,822 (173) 30,346 103,495
---------- --------- -------- -------- ---------- ------------- ---------- ----------
UNAUDITED CONSOLIDATED STATEMENT OF CASHFLOWS
for the six months ended 30 September 2012
Note Six months Six months Year ended
ended 30 September ended 30 September 31 March
2012 2011 2012
GBP'000 GBP'000 GBP'000
Operating cash flow 11 1,694 (1,760) 10,713
Tax paid (196) (1,588) (3,176)
Net cash inflow/(outflow)
from operating activities 1,498 (3,348) 7,537
Investing activities
Purchase of subsidiary undertakings (491) (377) (3,545)
Net cash acquired with subsidiaries - - 453
Purchase of property, plant
and equipment 9 (1,150) (511) (2,296)
Proceeds from sale of property,
plant and equipment 6 - 17
Purchase of intangible assets 9 (50) (29) (247)
Net cash outflow from investing
activities (1,685) (917) (5,618)
Financing activities
Finance costs (70) (66) (107)
Net increase in borrowings 1,000 3,000 -
Dividends paid (1,614) (1,360) (1,862)
Capital element of finance
lease payments - - (7)
-------------------- -------------------- -----------
Net cash (outflow)/inflow
from financing activities (684) 1,574 (1,976)
-------------------- -------------------- -----------
Decrease in cash and cash
equivalents (871) (2,691) (57)
Net cash and cash equivalents
at start of period (80) (19) (19)
-------------------- -------------------- -----------
Effect of foreign exchange
rates (60) (92) (4)
Net cash and cash equivalents
at end of period 13 (1,011) (2,802) (80)
-------------------- -------------------- -----------
NOTES TO THE HALF YEAR REPORT
for the six months ended 30 September 2012
1. Presentation of financial information
The financial information contained in this half year report
does not constitute statutory accounts within the meaning of
Section 434 of the Companies Act 2006.
Statutory accounts for the year ended 31 March 2012 were
approved by the Board of Directors on 12 July 2012 and delivered to
the Registrar of Companies. The report of the auditors by
PricewaterhouseCoopers LLP on those accounts was unqualified, did
not contain an emphasis of matter paragraph and did not contain any
statement under Section 448 of the Companies Act 2006.
The half year report has not been audited or reviewed by the
Group's auditors.
2. Basis of Preparation
The half year report of Creston plc for the six months ended 30
September 2012 has been prepared in accordance with the Disclosure
and Transparency Rules of the Financial Services Authority and with
IAS 34, "Interim financial reporting" as adopted by the European
Union.
The accounting policies applied in the preparation of the annual
financial statements are based on the European Union adopted
International Financial Reporting Standards (IFRS) and IFRIC
interpretations that are applicable at this time.
The condensed half year consolidated financial information
should be read in conjunction with the annual financial statements
for the year ended 31 March 2012 which have been prepared in
accordance with IFRS as adopted by the European Union.
3. Accounting policies
The half year consolidated financial statements of Creston plc
for the six months ended 30 September 2012 have been prepared in
accordance with the accounting policies contained in the Group's
Annual Report and Accounts 2012 and the policies as described in
note 2 above.
The following new standards have been issued and are effective
for annual periods beginning after 1 April 2012, but have not been
adopted as they are not seen to have a significant impact on the
Group:
-- Amendment to IAS 1, 'Financial statement presentation'
regarding other comprehensive income. The main change resulting
from these amendments is a requirement for entities to group items
presented in 'other comprehensive income' (OCI) on the basis of
whether they are potentially reclassifiable to profit or loss
subsequently (reclassification adjustments). The amendments do not
address which items are presented in OCI.
-- IFRS 12, 'Disclosures of interests in other entities',
includes the disclosure requirements for all forms of interests in
other entities, including joint arrangements, associates, special
purpose vehicles and other off balance sheet vehicles. The group is
yet to assess IFRS 12's full impact and intends to adopt IFRS 12 no
later than the accounting period beginning on or after 1 April
2013.
4. Reconciliation of Headline profit to Reported profit
In order to enable a better understanding of the underlying
trading of the Group, the Directors refer to Headline PBIT, PBT and
PAT which eliminate certain amounts from the Reported figures.
These break down into two parts:
(i) certain accounting policies which have a material impact and
introduce volatility to the Reported figures include
acquisition-related charges deemed as remuneration arising on
payments made by Creston to non-shareholding employees in respect
of the consideration on the business acquisitions; movement in fair
value of deferred consideration; and notional finance costs on
deferred consideration. In the financial year ended 31 March 2012,
there were also charges relating to the amortisation of acquired
intangible assets; and
(ii) exceptional non-recurring operating charges which include
property-related costs. In the financial year ending 31 March 2012,
there were also acquisition, start-up and restructuring related
costs.
Six months ended 30 September 2012
PBIT PBT PAT
GBP'000 GBP'000 GBP'000
Headline 4,429 4,354 4,499
Property-related costs (432) (432) (432)
Acquisition, start-up and restructuring-related - - -
costs
Movement in fair value of deferred consideration 4,032 4,032 4,032
Future acquisition payments to employees
deemed as remuneration (150) (150) (150)
Notional finance cost on future deferred
consideration - 63 63
Taxation impact 247
--------- --------- ---------
Reported 7,879 7,867 8,259
--------- --------- ---------
Headline Basic and Diluted EPS (pence) 7.44
Reported Basic and Diluted EPS (pence) 13.66
Six months ended 30 September 2011
PBIT PBT PAT
GBP'000 GBP'000 GBP'000
Headline 4,858 4,779 3,398
Acquisition, start-up and restructuring-related
costs (300) (300) (300)
Future acquisition payments to employees
deemed as remuneration (243) (243) (243)
Notional finance cost on future deferred
consideration - (138) (138)
Taxation impact 104
--------- --------- ---------
Reported 4,315 4,098 2,821
--------- --------- ---------
Headline Basic and Diluted EPS (pence) 5.63
Reported Basic and Diluted EPS (pence) 4.67
Year ended 31 March 2012
PBIT PBT PAT
GBP'000 GBP'000 GBP'000
Headline 10,418 10,288 7,455
Acquisition, start-up and restructuring-related
costs (3,114) (3,114) (3,114)
Movement in fair value of deferred consideration 4,763 4,763 4,763
Amortisation of acquired intangible assets (110) (110) (110)
Future acquisition payments to employees
deemed as remuneration (880) (880) (880)
Notional finance costs on future deferred
consideration - (116) (116)
Taxation impact 1,114
--------- --------- ---------
Reported 11,077 10,831 9,112
--------- --------- ---------
Headline Basic and Diluted EPS (pence) 12.34
Reported Basic and Diluted EPS (pence) 15.08
5. Segmental analysis
The chief operating decision-maker has been identified as the
Executive Board of Directors ('Executive Board') who make the
strategic decisions. The Executive Board has determined the
operating segments in a manner consistent with the internal
reporting provided to the Executive Board. The Executive Board
considers the business from a divisional perspective, that being
Communications, Health and Insight.
The principal activities of the three divisions are as
follows:
Communications
The Communications division offers clients an integrated
approach to their marketing and communications strategy, offering a
range of services which include advertising, brand strategy,
customer relationship marketing (CRM), data analytics, digital
marketing, events marketing, mobile marketing, local marketing,
public relations and social media.
Health
The Health division provides an integrated communications
solution to the healthcare and pharmaceuticals sectors and offers
services which include advertising, direct marketing, digital
marketing, issue management, market research, medical education,
public relations and social media.
Insight
The Insight division performs a complete range of market
research services on behalf of its clients, through both
qualitative and quantitative means using face-to-face, telephone
and online techniques.
The Executive Board assesses the performance of the operating
segments based on a measure of revenue and Headline PBIT. This
measurement basis excludes the effects of certain amounts from the
operating segments, such as amortisation of acquired intangible
assets, acquisition, start-up and restructuring-related costs,
property-related costs, movement in fair value of deferred
consideration, future acquisition payments to employees deemed as
remuneration and notional finance costs on deferred
consideration.
Accounting policies are consistent across the reportable
segments.
All significant assets and liabilities are located within the UK
and the US. The Board does not review the assets and liabilities of
the Group on a divisional basis and as such has not segmented the
assets and liabilities of the Group.
Other information provided to the Board of Directors is measured
in a manner consistent with that in the financial statements.
Divisional segmentation
Turnover, revenue, Headline and Reported profit before finance
income and finance costs (PBIT), and profit before tax attributable
to Group activities are shown below:
Communications Health Insight Head Office Group
Six months ended
30 September 2012 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Turnover (billings) 29,044 13,308 10,513 - 52,865
Revenue 20,650 10,978 5,537 - 37,165
--------------- ---------- ---------- ------------ ----------
Headline PBIT 3,125 2,600 38 (1,334) 4,429
--------------- ---------- ---------- ------------ ----------
Property-related costs - (432) - - (432)
Movement in fair value
of deferred consideration - 4,032 - - 4,032
Future acquisition payments
to employees deemed
as remuneration - (150) - - (150)
--------------- ---------- ---------- ------------ ----------
Reported PBIT 3,125 6,050 38 (1,334) 7,879
--------------- ---------- ---------- ------------ ----------
Finance costs - - - (75) (75)
Notional finance cost
on future deferred consideration 63 63
--------------- ---------- ---------- ------------ ----------
Profit before taxation 3,125 6,113 38 (1,409) 7,867
--------------- ---------- ---------- ------------ ----------
Taxation 392
--------------- ---------- ---------- ------------ ----------
Profit for the period 8,259
--------------- ---------- ---------- ------------ ----------
Communications Health Insight Head Office Group
Six months ended
30 September 2011 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Turnover (billings) 31,819 10,712 13,444 - 55,975
Revenue 21,044 7,961 7,495 - 36,500
--------------- ---------- ---------- ------------ ----------
Headline PBIT 2,896 1,764 1,668 (1,470) 4,858
--------------- ---------- ---------- ------------ ----------
Acquisition, start-up
and restructuring-related
costs (300) - - - (300)
Future acquisition payments
to employees deemed
as remuneration - (221) - (22) (243)
--------------- ---------- ---------- ------------ ----------
Reported PBIT 2,596 1,543 1,668 (1,492) 4,315
--------------- ---------- ---------- ------------ ----------
Finance costs - - - (79) (79)
Notional finance cost
on future deferred consideration - (138) - - (138)
--------------- ---------- ---------- ------------ ----------
Profit before taxation 2,596 1,405 1,668 (1,571) 4,098
--------------- ---------- ---------- ------------ ----------
Taxation (1,277)
--------------- ---------- ---------- ------------ ----------
Profit for the period 2,821
--------------- ---------- ---------- ------------ ----------
Communications Health Insight Head Office Group
Year ended
31 March 2012 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Turnover (billings) 64,718 22,117 23,133 - 109,968
Revenue 43,009 18,066 13,849 - 74,924
--------------- ---------- ---------- ------------ ----------
Headline PBIT 6,308 4,559 2,137 (2,586) 10,418
--------------- ---------- ---------- ------------ ----------
Acquisition, start-up
and restructuring-related
costs (1,595) (791) (728) - (3,114)
Movement in fair value
of deferred consideration - 4,763 - - 4,763
Amortisation of acquired
intangible assets - (110) - - (110)
Future acquisition payments
to employees deemed
as remuneration - (1,017) - 137 (880)
--------------- ---------- ---------- ------------ ----------
Reported PBIT 4,713 7,404 1,409 (2,449) 11,077
--------------- ---------- ---------- ------------ ----------
Finance costs - - - (130) (130)
Notional finance cost
on future deferred consideration - (116) - - (116)
--------------- ---------- ---------- ------------ ----------
Profit before taxation 4,713 7,288 1,409 (2,579) 10,831
--------------- ---------- ---------- ------------ ----------
Taxation (1,719)
--------------- ---------- ---------- ------------ ----------
Profit for the period 9,112
--------------- ---------- ---------- ------------ ----------
Geographical segmentation
The following table provides an analysis of the Group's turnover
and revenue by geographical market, irrespective of the origin of
the services:
Turnover Revenue
Six months Six months Year ended Six months Six months Year ended
ended 30 ended 30 31 March ended 30 ended 30 31 March
September September September September
2012 2011 2012 2012 2011 2012
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
UK 35,808 42,578 79,741 24,268 26,916 52,086
Rest of Europe 8,127 7,598 15,173 5,302 5,466 11,347
Rest of the World
(including USA) 8,930 5,799 15,054 7,595 4,118 11,491
----------- ----------- ----------- ----------- ----------- -----------
52,865 55,975 109,968 37,165 36,500 74,924
----------- ----------- ----------- ----------- ----------- -----------
6. Taxation
The Headline and Reported tax rate is lower than the UK
statutory rate of 24 per cent following the resolution of HMRC's
enquiry into the tax deductibility of goodwill that was written off
following the closure of a Group subsidiary in 2009. HMRC has
confirmed that tax relief will be allowed in respect of the
goodwill write-off, leading to a release of the provision that was
set up in 31 March 2010. All periods up to and including the year
ended 31 March 2010 have now been agreed with HMRC. In future
periods we expect the tax charge to return to a rate that is higher
than the UK statutory rate of 24 per cent as a result of
disallowable expenditure and higher rates of tax incurred by
Creston's US operations.
7. Earnings per share
Headline Reported
Six months Six months Year ended Six months Six months Year ended
ended 30 ended 30 31 March ended 30 ended 30 31 March
September September 2012 September September 2012
2012 2011 2012 2011
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Earnings
Profit for the
period 4,499 3,398 7,455 8,259 2,821 9,112
------------- ------------- ------------- ------------- ------------- -------------
Number of shares
Weighted average
number of shares 60,458,946 60,374,966 60,413,845 60,458,946 60,374,966 60,413,845
------------- ------------- ------------- ------------- ------------- -------------
Earnings per share
------------- ------------- ------------- ------------- ------------- -------------
Basic and diluted
earnings per share
(pence): 7.44 5.63 12.34 13.66 4.67 15.08
------------- ------------- ------------- ------------- ------------- -------------
The Headline EPS and Headline DEPS are based on the Headline PBT
analysed in note 4 less attributable tax and divided by the
weighted average number of shares and by the weighted average
number of diluted shares respectively.
8. Dividends
The prior year final dividend of 2.67 pence (H1 2012: 2.25
pence) per share was paid to shareholders on 12 September 2012
giving a total of GBP1,614,254 (H1 2012: GBP1,360,000).
The Board has declared a half year dividend to be paid on 10
January 2013 of 1.00 pence (H1 2012: 0.83 pence) per share to all
ordinary shareholders on the register at 07 December 2012.
9. Non-current assets
Six months ended
30 September 2012
Property, plant Intangible assets Intangible assets
and equipment - goodwill - other Total
GBP'000 GBP'000 GBP'000 GBP'000
---------------- ------------------ ------------------- ----------
Net book amount at
1 April 2012 3,390 107,050 1,473 111,913
---------------- ------------------ ------------------- ----------
Additions 1,150 - 50 1,200
Disposals (12) - - (12)
Depreciation and amortisation (793) - (135) (928)
Exchange differences (14) (200) - (214)
---------------- ------------------ ------------------- ----------
Net book amount at
30 September 2012 3,721 106,850 1,388 111,959
---------------- ------------------ ------------------- ----------
Six months ended
30 September 2011
Property, plant Intangible assets Intangible assets
and equipment - goodwill - other Total
GBP'000 GBP'000 GBP'000 GBP'000
---------------- ------------------ ------------------- ----------
Net book amount at
1 April 2011 2,144 101,280 1,379 104,803
---------------- ------------------ ------------------- ----------
Additions 511 - 29 540
Depreciation and amortisation (546) - (111) (657)
Exchange differences 2 331 6 339
---------------- ------------------ ------------------- ----------
Net book amount at
30 September 2011 2,111 101,611 1,303 105,025
---------------- ------------------ ------------------- ----------
Year ended 31 March
2012
Property, plant Intangible assets Intangible assets-
and equipment - goodwill other Total
GBP'000 GBP'000 GBP'000 GBP'000
---------------- ------------------ ------------------- ----------
Net book amount at
1 April 2011 2,144 101,280 1,379 104,803
---------------- ------------------ ------------------- ----------
Transfer to tangible
assets 5 - (5) -
Additions 2,296 - 247 2,543
Disposals (28) - (14) (42)
Acquisition of subsidiary 92 5,902 218 6,212
Charge for the year (1,118) - (347) (1,465)
Exchange differences (1) (132) (5) (138)
---------------- ------------------ ------------------- ----------
Net book amount at
31 March 2012 3,390 107,050 1,473 111,913
---------------- ------------------ ------------------- ----------
10. Provisions for other liabilities and charges
The earn-out obligations are set out below:
As at As at As at
30 September 30 September 31 March
2012 2011 2012
GBP'000 GBP'000 GBP'000
Brought forward 6,929 8,376 8,376
Movement in fair value of
deferred consideration (4,032) - (4,763)
Acquisitions made during the
financial year - - 3,311
Exchange differences 15 55 (111)
Income statement:
- Notional finance (credit)/cost
on future deferred consideration (63) 138 116
Carried forward 2,849 8,569 6,929
-------------- -------------- ----------
As at As at As at
30 September 30 September 31 March
2012 2011 2012
GBP'000 GBP'000 GBP'000
Analysed as:
Non-current liabilities 2,849 8,569 6,929
-------------- -------------- ----------
The Group considers that the above liabilities approximate to
their fair value. The notional interest rate used during the period
was 3.3 per cent (31 March 2012: 3.3 per cent).
The earn-out obligations will be paid in cash, in accordance
with the associated sale purchase agreement. These payments become
due in June 2015.
Due to the reduction of GBP4.0 million in deferred consideration
for the Cooney/Waters Group, management conducted an impairment
review and due to the headroom between the present value of future
cash flows and the carrying value of goodwill and intangible
assets, no impairment is required.
11. Reconciliation of profit for the period to operating cash flow
Six months Six months Year ended
ended ended 31 March
30 September 30 September 2012
2012 2011
GBP'000 GBP'000 GBP'000
Profit for the period 8,259 2,821 9,112
Taxation (392) 1,277 1,719
-------------- -------------- -----------
Profit before taxation 7,867 4,098 10,831
-------------- -------------- -----------
Finance costs 12 217 246
Profit before finance income, finance
costs and taxation 7,879 4,315 11,077
-------------- -------------- -----------
Depreciation of property, plant and
equipment 793 546 1,118
Amortisation of intangible assets 135 111 347
Share based payments/(credits) 62 53 (41)
Deemed remuneration 150 243 880
Movement in fair value of deferred
consideration (4,032) - (4,763)
Loss on disposal of property, plant
and equipment 6 - 11
Loss on disposal of intangible assets - - 14
Decrease/(increase) in inventories
and work in progress 114 (239) 251
(Increase)/decrease in trade and other
receivables (274) 301 3,861
Decrease in trade and other payables (3,139) (7,090) (2,042)
-------------- -------------- -----------
Operating cash flow 1,694 (1,760) 10,713
-------------- -------------- -----------
12. Derivative financial instrument
The Group uses derivative financial instruments to manage its
foreign currency exposure. These are initially recognised at fair
value at the contract date and continue to be stated at fair value
at the balance sheet date with gains and losses on revaluation
being recognised immediately to the income statement.
At 30 September 2012 the Group had a derivative financial
instrument open which had an estimated net fair value liability of
GBP40,000. This amount is based on the market value of equivalent
instruments at the balance sheet date. This has been recognised on
the balance sheet as a derivative financial liability with the
movement going through the income statement.
13. Analysis of net and total debt
As at 30 September 2012 As at Acquisitions* Cash flow Foreign As at
1 April exchange 30 September
2012 2012
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Cash and cash equivalents 1,818 - (569) (60) 1,189
Bank overdraft (1,898) - (302) - (2,200)
--------- -------------- ---------- ---------- --------------
Net cash and cash equivalents (80) - (871) (60) (1,011)
--------- -------------- ---------- ---------- --------------
Revolving credit facility - - (1,000) - (1,000)
Acquisition loan notes (10) - - - (10)
Finance leases (2) - - - (2)
--------- -------------- ---------- ---------- --------------
Net debt (92) - (1,871) (60) (2,023)
--------- -------------- ---------- ---------- --------------
Provision for deferred consideration (6,929) 4,080 - - (2,849)
--------- -------------- ---------- ---------- --------------
Total debt (7,021) 4,080 (1,871) (60) (4,872)
--------- -------------- ---------- ---------- --------------
As at 30 September 2011 As at Acquisitions* Cash flow Foreign As at
1 April exchange 30 September
2011 2011
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Cash and cash equivalents 1,677 - (1,149) (92) 436
Bank overdraft (1,696) - (1,542) - (3,238)
--------- -------------- ---------- ---------- --------------
Net cash and cash equivalents (19) - (2,691) (92) (2,802)
--------- -------------- ---------- ---------- --------------
Revolving credit facility - - (3,000) - (3,000)
Acquisition loan notes (20) - - - (20)
Finance leases (9) - - - (9)
--------- -------------- ---------- ---------- --------------
Net debt (48) - (5,691) (92) (5,831)
--------- -------------- ---------- ---------- --------------
Provision for deferred consideration (8,376) (138) - (55) (8,569)
--------- -------------- ---------- ---------- --------------
Total debt (8,424) (138) (5,691) (147) (14,400)
--------- -------------- ---------- ---------- --------------
Year ended 31 March 2012 As at Acquisitions* Cash flow Foreign As at
1 April exchange 31 March
2011 2012
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Cash and cash equivalents 1,677 453 (308) (4) 1,818
Bank overdraft (1,696) (3,545) 3,343 - (1,898)
--------- -------------- ---------- ---------- ----------
Net cash and cash equivalents (19) (3,092) 3,035 (4) (80)
--------- -------------- ---------- ---------- ----------
Acquisition loan notes (20) - 10 - (10)
Finance leases (9) - 7 - (2)
--------- -------------- ---------- ---------- ----------
Net debt (48) (3,092) 3,052 (4) (92)
--------- -------------- ---------- ---------- ----------
Provision for deferred consideration (8,376) 1,447 - - (6,929)
--------- -------------- ---------- ---------- ----------
Total debt (8,424) (1,645) 3,052 (4) (7,021)
--------- -------------- ---------- ---------- ----------
* Includes both cash and non-cash items.
14. Related-party transactions
During the six months ended 30 September 2012 total fees of
GBP32,500 (H1 2012: GBP29,730) were incurred in relation to City
Group P.L.C., GBP15,000 (H1 2012: GBP14,730) for the provision of
company secretarial services and GBP17,500 (H1 2012: GBP15,000) for
the services of Mr D C Marshall, a Non-Executive Director. During
the prior period the Group, through its wholly owned subsidiary
Emery McLaven Orr Limited, provided services to Vanessa Knox
Limited, a company owned by Vanessa Knox, the wife of Mr B C Brien,
a Director of Creston plc. The value of the services amounted to
GBP25,417. The balance due at 30 September 2011 was GBP30,500. As
at 30 September 2012 there were no outstanding balances. All
transactions were conducted on an arm's length basis.
15. Key risks and uncertainties
The Group's key risks and uncertainties are detailed on pages 37
to 39 on the 2012 Annual Report and Accounts. These risks are not
considered to have changed since the 2012 Annual Report and
Accounts were published.
16. Post balance sheet events
On 28 November 2012 we announced the acquisition of 75 per cent
of the share capital of DJM, a UK-based full service digital
healthcare agency. On completion, an initial cash consideration
payment of GBP1.2 million will be payable. There will be a final
cash consideration payment for the 75 per cent based on the average
PBIT from completion to March 2015 of up to GBP1.8 million. The
remaining 25 per cent will remain with the existing shareholders,
Dominic Marchant and Seda Marchant. Dominic will continue as
managing director of DJM. The minority shareholders in DJM will
have a request to put option from April 2018 onwards and Creston
will have a call option from April 2020 onwards, for the remaining
25 per cent of DJM for a maximum consideration of GBP2.4
million.
17. Statement of Directors' responsibilities
The Directors confirm that to the best of their knowledge these
condensed consolidated set of financial statements have been
prepared in accordance with IAS 34 as adopted by the European
Union. The half year management report includes a fair review of
the information required by DTR 4.2.7R and DTR 4.2.8R; namely:
-- an indication of important events that have occurred during
the first six months and their impact on the condensed set of
financial statements and a description of the principal risks and
uncertainties for the remaining six months of the financial year;
and
-- material related-party transactions in the first six months and any material changes in the related-party transactions described in the last annual report.
The Directors are responsible for the maintenance and integrity
of the Company website. Legislation in the United Kingdom governing
the preparation and dissemination of financial statements may
differ from legislation in other jurisdictions.
The Directors of Creston plc are listed in the Creston Group
Annual Report and Accounts 2012. A list of current Directors is
maintained on the Creston website: www.creston.com.
By order of the Board
Don Elgie
28 November 2012
Group Chief Executive
18. Forward-looking statements
Certain statements in this half year report are forward-looking.
Although the Group believes that the expectations reflected in
these forward-looking statements are reasonable, we can give no
assurance that these expectations will prove to have been correct.
As these statements involve risks and uncertainties, actual results
may differ materially from those expressed or implied by these
forward-looking statements.
We undertake no obligation to update any forward-looking
statements whether as a result of new information, future events or
otherwise.
19. Availability of the half year report
Copies of the half year report are available on the Company's
website www.creston.com.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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