Half-yearly Report

Embargoed until 07.00, Friday 27 August 2010 2010 HALF YEAR RESULTS Rightmove plc, the UK's no. 1 property website, announces half year results for the six months ended 30 June 2010. Financial and Operational Highlights for the six months ended 30 June 2010 * Revenue up 26% to £42.3m (2009: £33.6m); Revenue from continuing operations up 26% to £39.2m (2009: £31.2m) * Underlying operating profit(1) up 40% to £27.9m (2009: £19.9m); Underlying operating profit(1) from continuing operations up 39% to £26.8m (2009: £19.3m) * Underlying operating margin(1) increased to 66% (2009: 59.2%); Underlying operating margin(1) from continuing operations increased to 68.4% (2009:61.8%) * Underlying earnings per share(1) from continuing operations up 47% to 18.4p (2009: 12.5p) * Consideration for the Holiday Lettings business, sold in June 2010, of £ 19.1m including £2.9m contingent consideration for Rightmove's two-third stake representing a six-fold return on investment since 2007 * Net cash of £22.9m (2009: net debt of £9.9m) * Share buy backs resumed with £12.6m spent to buy back 1.9m(2)shares * Interim dividend increased 67% to 5.0p per ordinary share (2009: 3.0p) * Page impressions on Rightmove websites up 22% to 3.9bn (2009: 3.2bn) * Number of advertisers up 7% to 17,993 (2009: 16,874) * Average spend per advertiser up 20% at £365 per month (2009: £305) Ed Williams, Managing Director, said: "We continue to develop Rightmove for the benefit of home hunters and our advertisers. We now give our advertisers the opportunity to convey who they are, what they do and what they offer, in addition to promoting the individual properties they have on their books. Someone buying a home in the UK today is most likely to have first seen it on Rightmove. So how agents and developers choose to advertise on Rightmove can make a major difference to their business success. The impact of this additional spending can be clearly seen in the financial results we report today." (1)Excludes share-based payments and National Insurance (NI) on share-based incentives (2) 0.3m of these shares, at a cost of £2m, were settled (and subsequently cancelled) following the end of the reporting period Half Year Statement Strategic position Our strategy remains to build on our market position as the UK's leading property website, to grow organically through our customers investing more on their presence on Rightmove, and to promptly return the cash we generate to shareholders. We have made substantial progress against all three elements of our strategy. We have improved the home hunting experience, we have improved the effectiveness of Rightmove for property professionals and we have increased the total cash returned to shareholders. Financial performance Revenue increased by 26% to £42.3m compared to the same period last year. Excluding the Holiday Lettings business, sold at the end of the period, revenue increased to £39.2m, also 26% up on the same period last year. Underlying operating profit(1) increased by 40% to £27.9m (or 39% to £26.8m excluding Holiday Lettings). The strong growth in profits reflects the operational leverage in the Rightmove business model as well as cost consciousness in better times as well as in tougher times. Cash generated from continuing operations was £27.5m, up £5.0m on the same period last year, with cash conversion in excess of 100%. Underlying earnings per share(1) from continuing operations rose 47% to 18.4p compared to 12.5p a year ago. The rise of 5.9p was principally driven by the growth in operating profits and additionally helped by a reduction in net finance charges as a result of moving from a net debt to a net cash position. Highlights of operating performance Two aspects of the operating performance for the first six months of 2010 stand out: * The strength of home hunter activity in what remains a very challenging housing market: site traffic rising 22% to 3.9bn page impressions, March 2010 being our busiest month ever, April seeing our busiest day ever, continuing strength into the summer months and a widening gap in terms of market share from the remainder of the market * The substantial increase in spending by our customers on Rightmove averaging a 20% increase per customer. Indeed spending in June 2010 as compared to June 2009 was 24% higher. Whilst the increase in spend came from a range of sources, the most notable feature is the 89% increase in spend on additional advertising products which are used by our advertisers to promote their brand and wider proposition. The first six months of 2010 have seen strengthening key metrics compared to the first half of 2009 and since the start of the year: * Overall membership up 7% on the first half of 2009 and up 2% since the start of the year to 17,993 offices and developments * Higher retention rates among agents and lower churn rates among new homes and overseas advertisers * Average revenue per advertiser up 20% at £365 per month (2009: £305) * Revenue from additional advertising products of £7.8m compared with £4.1m for the same period a year ago * Page impressions on Rightmove websites up 22% to 3.9bn (2009: 3.2bn), putting Rightmove into the top 10 UK websites * Market share increased from 80% to 82% of all page impressions on the top four UK property websites Agency Our number of estate agent and lettings only agent offices is up by 589 (+4%) since the start of the year to 14,751. The number of estate agents has grown healthily during the first half of 2010 primarily as a result of new offices being opened and people who left the industry in 2008 and 2009 reopening offices. In addition, retention rates have been high compared to historical levels with a low number of estate agents leaving the industry. Our number of rental only agents is unchanged. There has also been a trend for offices which had, in recent months, only been advertising rental properties, upgrading their membership to also advertise properties for sale. Whilst not increasing the membership numbers, this trend has a positive impact on their average spend. We now have over half of all agents taking additional products and spending more than £100 per month on average on those products. A significant proportion of this additional spend is now committed in six or 12 month contracts as the result of the introduction of our "bundled" offering. There has also been a strong start in terms of the adoption of the two new display advertising products, Local Home Page and Featured Agent, which we introduced at the start of the year. The growth has been experienced across our whole range of customers. New Homes New homes developer customer numbers are broadly unchanged but the number of developments advertised by them is down by 434 (-14%) since the start of the year to 2,681. However, with average spend per development up by 13% compared to a year ago at £454 per month, overall revenue is slightly higher than for the same period last year. Larger developers, the publicly quoted house builders, are typically bringing a similar number of new developments onto the site as the number that are removed as they sell out. The number of developments from smaller developers is still declining, with Housing Associations having been the worst affected. This has also changed the mix of our customer base within new homes, thereby putting a downward pressure on the average spend per development. As our business is less and less dependent on smaller developers and Housing Associations we would hope to see the rate of decline of membership continue to improve, though it is still too early to have confidence that we have reached the low point for overall new home development numbers. The reduction of the monthly churn rate from 8.8% a year ago to 7.7% is an encouraging sign as this rate is now within the range which we experienced under more normal trading conditions prior to 2008. The increased average spend reflects continued strong demand among developers for both our established additional advertising products, our email campaigns and the new display products introduced at the start of the year. Other Businesses The adaptation of our overseas homes business to accept individual property advertisers in addition to larger property brokers and developers has been bearing fruit. This has been the driver of the 45% increase in advertiser numbers (+174) to 561 since the start of the year. Although revenue from advertising a single property for a customer rather than a portfolio of properties is clearly going to be lower, the business has performed strongly in attracting additional spend. As a result the average spend, compared to the same period last year, has only fallen by 13% to £241, with revenue overall increasing 5%. The success of our overseas homes business comes in what would otherwise be a very challenging market, most exposed to conditions in other countries, exchange rate weaknesses, tightening disposable incomes and more restrictive lending criteria. It is also a market with a degree of seasonality which favours summer months over winter months. Rightmove has a data services business whose most significant offering is a set of valuation tools for use by lenders and surveyors. Though modest in the scheme of Rightmove's overall revenue this business has made encouraging progress in what might have been expected to be a very unpromising environment where lending and valuation volumes remain close to historic lows. Revenue from the valuation tools is up by more than 150% on the same period last year, with more of that revenue increasingly being from longer term contracts or established relationships. Holiday Lettings Rightmove sold the Holiday Lettings business to TripAdvisor Limited, a wholly owned subsidiary of Expedia Inc on 21 June 2010. Rightmove acquired its 67% stake in Holiday Lettings in early 2007 for £3.1m and had operated it as a stand-alone business throughout the period of ownership. Cash consideration to Rightmove on completion was £15.2m with a further £1m in Escrow, which together with an estimated £2.9m contingent consideration is likely to take total proceeds for our 67% stake in the business to £19.1m. Rightmove had been very pleased with the growth in the business experienced to date and its prospects. However, upon receiving an unsolicited offer, the Board, having considered that the position of Holiday Lettings in the holiday market was ultimately not comparable to Rightmove's position in the property market, took the view that disposing of the business for the attractive valuation offered was in the best interests of shareholders. For reporting purposes Holiday Lettings constitutes a discontinued operation and is treated as such in our half-year report with historical comparables restated accordingly. Uncertainties, threats and risks At a high level the Rightmove business could be vulnerable to three main areas of uncertainty or risk: the state of the housing market if it leads to a reduction in the number of potential advertisers, competition, and Rightmove's ability to capture a high proportion of any increase in property advertising revenue as the sector recovers. Uncertainties surrounding the housing market clearly exist and are likely to be tightly linked to the wider economic environment in the UK. However, we have some confidence that the strong actions taken by our customers, particularly with regard to cost reduction, have left them more able to withstand further challenges. Indeed conditions this year remain little better than in 2009 and transaction volumes are likely to be lower than in any year in the last 50 years other than 2008 and 2009. Despite those conditions our customers have in the considerable majority of cases been able to trade profitably. The competitive environment is little different from six months ago. There has been no noticeable impact since Google made it possible to see properties on their maps. Indeed, through our partnership with Google, our home hunters can search for properties on a map or satellite image within Rightmove and they have the added benefit of our latest innovation `Draw-a-Search'. This unique tool gives our home hunters the ability to define exactly the area they wish to search in and we believe is the best map based search facility in the marketplace. Since April 2009 Rightmove has been growing its property advertising revenue during a period in which spend in newspapers continued to fall. The most recent quarter (Q2 2010) is the first in which any of the larger regional newspaper groups have been able to point to stable or rising property advertising. However, based on our own reported numbers the evidence would be that Rightmove is growing at a much faster rate than other forms of property advertising and seems well placed to continue doing so. Dividends, cash and share buy-backs In February 2010 we repaid, without penalty, the balance of a £40m loan taken out in 2008. The loan had been used to accelerate the buying of our own shares and enabled us to buy back a total of 11.9m shares at an average price of 377p in 2008. At the end of 2009 we recommenced our share buy back programme and in 2010 to date we have bought back 1.9m shares(2) at an average price of 665p. At the end of June net cash stood at £22.9m (2009: net debt £9.9m) boosted by the initial cash proceeds from the sale of Holiday Lettings. The Board intends to pay an interim dividend of 5.0p (2009: 3.0p). As part of the Board's commitment to return cash promptly to shareholders, we have decided to increase the interim dividend at a faster rate than the increase in the underlying operating profit in the half. This has been done with a view to having overall dividend payments for 2010 more evenly balanced between the interim and final dividends, but still in line with our progressive policy of increasing dividends for the full year at the same rate as the growth in underlying operating profits. The interim dividend will be paid on 12 November 2010 to members on the register on 15 October 2010. Current trading and outlook Rightmove's trading in July and to date in August has been in line with that during the first half of the year. This gives us grounds for confidence that revenue will continue on an upward path, given our underlying subscription model, and that our plans for 2011 will deliver further growth in the average spend per advertiser. We do not believe that such an outlook need be materially affected by flat or modest falls in house prices, provided that transaction volumes do not take a sharp downward turn and cause our customers to cease trading. Scott Forbes, Chairman Ed Williams, Managing Director 27 August 2010 (1)Excludes share-based payments and National Insurance (NI) on share-based incentives (2) 0.3m of these shares, at a cost of £2m, were settled (and subsequently cancelled) following the end of the reporting period For further information please contact: Rightmove Ed Williams, Managing Director Nick McKittrick, Finance Director Press office 07894 255 295 RESPONSIBILITY STATEMENT OF THE DIRECTORS IN RESPECT OF THE HALF YEAR REPORT 2010 We confirm that to the best of our knowledge: * The condensed set of financial statements has been prepared in accordance with IAS 34 Interim Financial Reporting as adopted by the EU; * The interim management report includes a fair review of the information required by: (a) DTR 4.2.7R of the Disclosure and Transparency Rules, being an indication of important events that have occurred during the first six months of the financial year and their impact on the condensed consolidated interim financial statements; and a description of the principal risks and uncertainties for the remaining six months of the financial year; and (b) DTR 4.2.8R of the Disclosure and Transparency Rules, being related party transactions that have taken place in the first six months of the current financial year and that have materially affected the financial position or performance of the Group during that period; and any changes in the related party transactions described in the last annual report that could do so. By order of the Board of directors Scott Forbes, Chairman Ed Williams, Managing Director 27 August 2010 CONDENSED CONSOLIDATED INTERIM STATEMENT OF COMPREHENSIVE INCOME for the six months ended 30 June 2010 Note Restated(1) Restated(1) 6 months ended 6 months ended Year ended 30 June 2010 30 June 2009 31 December 2009 £000 £000 £000 Continuing operations Revenue 3 39,222 31,245 64,521 Administrative expenses (14,593) (12,902) (27,121) Operating profit before share-based payments and NI on share-based 26,833 19,294 40,606 incentives Share-based payments 4 (989) (841) (1,896) NI on share-based 4 (1,215) (110) (1,310) incentives Operating profit 24,629 18,343 37,400 Financial income 5 62 105 194 Financial expenses 6 (159) (823) (1,086) Net financial expenses (97) (718) (892) Profit before tax 24,532 17,625 36,508 Income tax expense 10 (6,736) (4,984) (7,420) Profit from continuing 17,796 12,641 29,088 operations Discontinued operation Profit from discontinued operation 7 17,278 368 939 (net of income tax) Profit for the period being total comprehensive 35,074 13,009 30,027 income Attributable to: Equity holders of the 35,074 13,009 30,027 Parent Earnings per share (pence) Basic 8 32.22 11.94 27.52 Diluted 8 31.25 11.90 27.18 Continuing operations Basic 8 16.35 11.60 26.66 Diluted 8 15.85 11.56 26.33 Dividends per share 9 7.00 7.00 10.00 (pence) Total dividends 9 7,586 7,615 10,894 (1) Comparative figures have been restated to reflect the treatment of the Holiday Lettings segment as a discontinued operation. For details refer to Note 7. CONDENSED CONSOLIDATED INTERIM STATEMENT OF FINANCIAL POSITION as at 30 June 2010 Restated(1) Note 30 June 2010 30 June 2009 31 December 2009 £000 £000 £000 Non-current assets Property, plant and 11 1,256 1,610 1,393 equipment Intangible assets 1,376 11,482 14,314 Contingent consideration 7 2,917 - - Trade and other receivables 7,12 1,000 - - Deferred tax assets 3,771 328 2,722 Total non-current assets 10,320 13,420 18,429 Current assets Trade and other receivables 12 11,594 9,387 9,421 Cash and cash equivalents 13 22,866 15,118 25,893 Total current assets 34,460 24,505 35,314 Total assets 44,780 37,925 53,743 Current liabilities Loans and borrowings 15 - (5,000) (5,000) Trade and other payables 14 (13,785) (11,523) (13,861) Income tax payable (6,911) (5,361) (5,203) Deferred consideration 17 - (6,133) (8,909) Provisions - (2) (6) Total current liabilities (20,696) (28,019) (32,979) Non-current liabilities Loans and borrowings 15 - (20,000) (17,500) Deferred tax liabilities - (86) (71) Total non-current - (20,086) (17,571) liabilities Net assets/(liabilities) 24,084 (10,180) 3,193 Equity Share capital 1,173 1,201 1,189 Other reserves 259 231 243 Retained earnings/(deficit) 22,652 (11,612) 1,761 Total equity attributable to equity holders of the 16 24,084 (10,180) 3,193 Parent (1) Comparative figures for intangible assets have been restated by £534,000 to show dividends paid by subsidiary to minority shareholders as ad adjustment to goodwill. There has been a corresponding increase in retained earnings. CONDENSED CONSOLIDATED INTERIM STATEMENT OF CASH FLOWS for the six months ended 30 June 2010 6 months ended 6 months ended Year ended 30 June 2010 30 June 2009 31 December 2009 £000 £000 £000 Cash flows from operating activities Profit for the period 35,074 13,009 30,027 Adjustments for: Depreciation charges 281 328 646 Amortisation charges 187 243 482 Loss on disposal of property, plant and 11 33 - 94 equipment Financial income (62) (109) (199) Financial expenses 159 823 1,088 Share-based payments charge 4 989 841 1,896 Gain on sale of discontinued operation 7 (16,502) - - (net of income tax) Income tax expense 7,040 5,182 7,794 Operating cash flow before changes in working capital 27,199 20,317 41,828 (Increase)/decrease in trade (2,516) 3,241 3,199 and other receivables Increase/(decrease) in trade 2,769 (1,117) 1,225 and other payables Increase/(decrease) in 4 (11) (7) provisions Cash generated from 27,456 22,430 46,245 operations Interest paid (103) (476) (744) Income taxes paid (4,878) (5,778) (10,783) Net cash from operating 22,475 activities 16,176 34,718 Cash flows from investing activities Interest received 53 108 206 Acquisition of property, 11 (322) (57) (250) plant and equipment Acquisition of intangible (7) (66) (28) assets Disposal of discontinued operation 7 13,693 - - (net of cash disposed of) Net cash from/(used in) 13,417 (15) (72) investing activities Cash flows from financing activities Dividends paid 9 (7,586) (7,615) (10,894) Subsidiary dividends paid to minority shareholders 9 (300) (534) (870) Purchase of shares for 16 (10,548) - (5,452) cancellation Purchase of shares by The Rightmove Employees' Share 16 - (918) (2,401) Trust (EBT) Share related expenses (73) - (56) Proceeds on exercise of 16 2,163 12 5,408 share options Repayment of borrowings 15 (22,500) (14,750) (17,250) Debt issue costs (75) (125) (125) Net cash used in financing (38,919) (23,930) (31,640) activities (3,027) Net (decrease)/increase in cash and (7,769) 3,006 cash equivalents Cash and cash equivalents at 25,893 22,887 22,887 1 January Cash and cash equivalents at 13 22,866 15,118 25,893 period end CONDENSED CONSOLIDATED INTERIM STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY for the six months ended 30 June 2010 EBT Reverse Share shares Treasury Other acquisition Retained Total capital reserve shares reserves reserve earnings equity £000 £000 £000 £000 £000 £000 £000 At 1 January 1,201 (17,149) (11,917) 93 138 12,125 (15,509) 2009 Total comprehensive income Profit for the - - - - - 13,009 13,009 period Transactions with owners recorded directly in equity Equity settled share-based - - - - - 841 841 incentives charge Dividends to - - - - - (7,615) (7,615) shareholders Exercise of - 10 - - - 2 12 share options Purchase of own - (918) - - - - (918) shares At 30 June 2009 1,201 (18,057) (11,917) 93 138 18,362 (10,180) At 1 January 1,201 (17,149) (11,917) 93 138 12,125 (15,509) 2009 Total comprehensive income Profit for the - - - - - 30,027 30,027 year Transactions with owners recorded directly in equity Equity settled share-based - - - - - 1,896 1,896 incentives charge Tax in respect of share-based incentives - - - - - 174 174 recognised directly in equity Dividends to - - - - - (10,894) (10,894) shareholders Exercise of - 3,365 - - - 2,043 5,408 share options Purchase of own - (2,401) - - - - (2,401) shares Cancellation of (12) - - 12 - (5,452) (5,452) own shares Share related - - - - - (56) (56) expenses At 31 December 2009 1,189 (16,185) (11,917) 105 138 29,863 3,193 At 1 January 1,189 (16,185) (11,917) 105 138 29,863 3,193 2010 Total - - - - - 35,074 35,074 comprehensive income Profit for the period Transactions with owners recorded directly in equity Equity settled - - - - - 989 989 share-based incentives charge Tax in respect - - - - - 873 873 of share-based incentives recognised directly in equity Dividends to - - - - - (7,586) (7,586) shareholders Exercise of - 1,317 - - - 846 2,163 share options Cancellation of (16) - - 16 - (10,548) (10,548) own shares Share related - - - - - (74) (74) expenses At 30 June 2010 1,173 (14,868) (11,917) 121 138 49,437 24,084 NOTES 1 General information Rightmove plc (the Company) is a Company registered in England (Company no. 6426485) domiciled in the United Kingdom (UK). The condensed consolidated interim financial statements of the Company as at and for the six months ended 30 June 2010 comprise the Company and its interest in its subsidiaries (together referred to as the Group). Its principal business is the operation of the Rightmove.co.uk website which is the UK's largest property website. The consolidated financial statements of the Group as at and for the year ended 31 December 2009 are available upon request to the Company Secretary from the Company's registered office at 4th Floor, 33 Soho Square, London, W1D 3QU or from the investor relations website at www.rightmove.co.uk/investors.rsp. Basis of preparation The condensed consolidated interim financial statements have been prepared in accordance with International Financial Reporting Standard IAS 34 Interim Financial Reporting and the Disclosure and Transparency Rules of the UK's Financial Services Authority. They do not include all of the information required for full annual financial statements and should be read in conjunction with the consolidated financial statements of the Group as at and for the year ended 31 December 2009. The Group has restated the comparatives within the condensed consolidated interim statement of comprehensive income to reflect the Holiday Lettings segment as a discontinued operation following its disposal on 21 June 2010 (refer Note 7). The condensed consolidated interim financial statements were approved by the Board of directors on 27 August 2010. The half year results for the current and comparative period are unaudited. The auditor, KPMG Audit Plc, has carried out a review of the interim financial statements and their report is set out at the end of this document. The comparative figures as at and for the year ended 31 December 2009 are extracted from the Group's statutory accounts for that financial year. Those accounts have been reported on by the auditor and delivered to the Registrar of Companies. The report of the auditor was: (i) unqualified; (ii) did not include a reference to any matters to which the auditor drew attention by way of emphasis without qualifying their report; and (iii) did not contain a statement under Section 237 (2) or (3) of the Companies Act 2006. The Group's financial risk management objectives and policies are consistent with that disclosed in the consolidated financial statements as at and for the year ended 31 December 2009. Going concern During 2009, the Group converted £25,000,000 of a revolving loan facility into a five-year term loan. In February 2010 a decision was made to repay the term loan early thereby extinguishing the debt (refer Note 15). Post repayment of the term loan, the Group was debt free and continued to generate significant cash and has cash balances of £22,866,000 (2009: net debt £9,882,000). After making enquiries, the Board of directors have a reasonable expectation that the Group and the Company have adequate resources and banking facilities to continue in operational existence for the foreseeable future. Accordingly the Board of directors continue to adopt the going concern basis in preparing these financial statements. 2 Significant accounting policies The accounting policies applied by the Group in these condensed consolidated interim financial statements are in accordance with International Financial Reporting Standards as adopted by the European Union (Adopted IFRSs) and, except as described below, are the same as those applied by the Group in its consolidated financial statements as at and for the year ended 31 December 2009. The following new standards and amendments to standards are mandatory for the first time for the financial year beginning 1 January 2010: (i) Revised IFRS 3 Business Combinations (2008) incorporates the following changes that may be relevant to the Group's operations: * The definition of a business has been broadened, which is likely to result in more acquisitions being treated as business combinations; * Contingent consideration will be measured at fair value, with subsequent changes therein recognised in profit or loss; * Transaction costs, other than share and debt issue costs, will be expensed as incurred; * Any pre-existing interest in the acquiree will be measured at fair value with the gain or loss recognised in profit or loss; and * Any non-controlling (minority) interest will be measured at either fair value, or at its proportionate interest in the identifiable assets and liabilities of the acquiree, on a transaction by transaction basis. Revised IFRS 3 is applied prospectively and as there have been no acquisitions in the six month period ended 30 June 2010, to date there has been no impact on the financial statements or reported earnings per share. (ii) Amended IAS 27 Consolidated and Separate Financial Statements (2008) requires accounting for changes in ownership interests by the Group in a subsidiary, while maintaining control, to be recognised as an equity transaction. When the Group loses control of a subsidiary, any interest retained in the former subsidiary will be measured at fair value with the gain or loss recognised in profit or loss. The amendments to IAS 27, which become mandatory for the Group's 2010 consolidated financial statements, have not had any impact on the consolidated financial statements. The same accounting policies are anticipated to be applied for the year ending 31 December 2010. Judgments and estimates The preparation of financial statements in conformity with Adopted IFRSs requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised and in future periods if applicable. In particular information about significant areas of estimation uncertainty and critical judgments in applying accounting policies that have the most significant effect on the amounts recognised in the financial statements is included in the following notes: Note 4 Measurement of share-based payments Note 7 Measurement of contingent consideration Note 10 Deferred tax assets and liabilities 3 Operating segments The Group determines and presents operating segments based on the information that internally is provided to the Managing Director, who is the Group's Chief Operating Decision Maker. The Group's reportable segments are as follows: * The Agency segment which provides resale and lettings property advertising services on www.rightmove.co.uk; * The New Homes segment which provides property advertising services to new homes developers and Housing Associations on www.rightmove.co.uk; and * The Holiday Lettings segment which provides advertising services in connection with holiday rental properties on www.holidaylettings.co.uk. The Other segment which represents activities under the reportable segments threshold comprises overseas property advertising services on www.rightmove.co.uk and non-property advertising services which include business and information services and Automated Valuation Model services. Management monitors the operating results of business segments separately for the purpose of making decisions about resources to be allocated and of assessing performance. Segment performance is evaluated based on revenue which in certain respects, as explained in the table below, is measured differently from revenue as reported in the consolidated financial statements. All revenues in all periods are derived from third parties and there are no inter-segment revenues. Operating costs, finance income, financial expenses and income taxes in relation to the Agency, New Homes and the Other segment are managed on a centralised basis at a Rightmove Group Limited level and as there are no internal measures of individual segment profitability relevant disclosures have been shown under the heading of Central in the table below. Discontinued Operating New Holiday segments Agency Homes Lettings Sub Other Central Adjustments Total £000 £000 £000 total £000 £000 £000 £000 £000 Six months ended 30 June 2010 Revenue 30,166 7,652 3,737 41,555 1,404 - (678) (1) 42,281 Operating profit - - 1,801 1,801 - 26,833 (2,925) (3) 25,709 (2) Depreciation and - - (24) (24) - (401) (43) (4) (468) amortisation Financial income - - - - - 62 - 62 Financial - - - - - (159) - (159) expenses Trade 7,498 2,407 - 9,905 411 - 48 (6) 10,364 receivables(5) Other segment - - - - - 34,416 - 34,416 assets Segment - - - - - (20,629) (67)(8) (20,696) liabilities Capital - - 32 32 - 290 - 322 expenditure(9) Six months ended 30 June 2009 Revenue 22,479 7,463 2,866 32,808 1,303 - (554)(1) 33,557 Operating - - 1,158 1,158 - 19,294 (1,547) 18,905 profit(2) (10) Depreciation and - - (15) (15) - (514) (42)(4) (571) amortisation Financial - - 4 4 - 105 - 109 income Financial - - - - - (823) - (823) expenses Trade 5,138 2,579 80 7,797 213 - 147(6) 8,157 receivables (5) Other - - 934 934 - 19,102 9,732(7) 29,768 segment assets Segment - - (480) (480) - (45,449) (2,176) (48,105) liabilities (8) Capital - - 10 10 - 113 - 123 expenditure (9) Year ended 31 December 2009 Revenue 47,096 14,554 5,523 67,173 2,871 - (658) 69,386 (1) Operating profit - - 2,052 2,052 - 40,606 (3,948) 38,710 (2) (11) Depreciation and amortisation - - (32) (32) - (1,012) (84) (4) (1,128) Financial income - - 5 5 - 194 - 199 Financial - - (2) (2) - (1,086) - (1,088) expenses Trade 5,806 2,131 77 8,014 209 - 97(6) 8,320 receivables(5) Other segment - - 891 891 - 31,731 12,801 45,423 assets (7) Segment - - (649) (649) - (47,666) (2,235) (50,550) liabilities (8) Capital - - 49 49 - 229 - 278 expenditure(9) (1) Segment revenue in respect of Holiday Lettings is recognised for management purposes when the invoice is raised. In the consolidated financial statements the revenue is spread evenly over the period of the contracted service with any deferred revenue held on the balance sheet and accordingly an adjustment has been made to reconcile to consolidated Group revenue. (2) Operating profit is stated after the charge for depreciation and amortisation. (3) Operating profit for the six months ended 30 June 2010 does not include share-based payments charge (£989,000), Employer's National Insurance (NI) on share-based incentives (£1,215,000), the amortisation of customer relationships (£43,000) and the additional segment revenue recognised by Holiday Lettings (£ 678,000). (4) Depreciation and amortisation excludes the consolidation adjustment in respect of the amortisation of customer relationships. (5) The only segment assets that are separately monitored by the Chief Operating Decision Maker relate to trade receivables net of any associated provision for impairment. All other segment assets are reported on a centralised basis. (6) The adjustments column reflects the reclassification of credit balances in accounts receivable made on consolidation for statutory accounts purposes. (7) Other segment assets exclude goodwill arising on consolidation in connection with the accounting entries for the acquisition of Holiday Lettings (Holdings) Limited (HLHL) as well as the net book value of customer relationships. (8) The adjustment column reflects the reclassification of credit balances in accounts receivable, debit balances in accounts payable, as well as an adjustment to reflect the deferred revenue balance in respect of the Holiday Lettings segment. (9) Capital expenditure consists of additions of property, plant and equipment and intangible assets (excluding goodwill). (10) Operating profit for the six months ended 30 June 2009 does not include share-based payments charge (£841,000), NI on share-based incentives (£ 110,000), the amortisation of customer relationships (£42,000) and the additional segment revenue recognised by Holiday Lettings (£554,000). (11) Operating profit for the year ended 31 December 2009 does not include share-based payments charge (£1,896,000), NI on share-based incentives (£1,310,000), the amortisation of customer relationships (£84,000) and the additional segment revenue recognised by Holiday Lettings (£658,000). 4 Share-based payments Share options In accordance with IFRS 2 a charge of £785,000 (2009: £747,000) is included in the statement of comprehensive income, being the amortisation of the value of all share options granted since 2006. Included in the charge for the six months ended 30 June 2010 is £119,000 representing the IFRS 2 charge on 440,019 executive unapproved share options which were granted on 5 March 2010 at an exercise price of £6.66 subject to an equal measure of TSR performance and growth in the Group's earnings per share (EPS). The vesting of 50% of the 2010 award will be dependent on a relative TSR performance condition measured over a three-year performance period and the vesting of the other 50% of the 2010 award will be dependent on the satisfaction of an EPS growth target over a three-year vesting period. NI is being accrued, where applicable, at a rate of 13.8%, which management expect to be the prevailing rate when the share options are exercised, on the difference between the share price at the period end date and the average exercise price of the share options. The charge for the six month period ended 30 June 2010 is £1,172,000 (2009: £93,000). Deferred share plan The deferred share plan allows certain senior management employees the opportunity to earn a bonus linked as a percentage of base salary settled in deferred shares. The award of shares under the plan is contingent on the satisfaction of pre-set internal targets relating to underlying drivers of long-term revenue growth. The right to the shares is deferred for two years from the date of the award and potentially forfeitable during that period should the employee leave employment. The deferred share awards have been valued using the Black Scholes model and the resulting IFRS 2 charge has been spread evenly over the combined performance period and the vesting period of the shares, being three years. The charge for the six months ended 30 June 2010 is £204,000 (2009: £94,000). NI is being accrued, where applicable, at a rate of 13.8%, which management expect to be the prevailing rate when the share options are exercised, based on the share price at the period end date. The charge for the six month period ended 30 June 2010 is £43,000 (2009: £17,000). All existing share-based incentives can be satisfied from shares held in The Rightmove Employees' Share Trust (EBT) or from shares held in treasury, so that the Company will not need to issue new shares. 5 Financial income 6 months ended 6 months ended Year ended 30 June 2010 30 June 2009 31 December £000 £000 2009 £000 Interest income on cash 62 105 194 balances 6 Financial expenses 6 months ended 6 months ended Year ended 30 June 2010 30 June 2009 31 December £000 £000 2009 £000 Debt issue costs 75 125 325 Interest expense 52 429 666 Other financial expenses 32 269 95 159 823 1,086 7 Discontinued operation On 21 June 2010 the Group sold its 66.7% shareholding in HLHL, which owned 100% of the shares in the trading entity Holiday Lettings Limited, to TripAdvisor Limited. The Holiday Lettings segment was not previously a discontinued operation or classified as a non-current asset held for sale. Accordingly the comparative statement of comprehensive income has been presented to show the discontinued operation separately from continuing operations. 6 months ended 6 months ended Year ended 30 June 2010 30 June 2009 31 December £000 £000 2009 £000 Results of discontinued operation Revenue 3,059 2,312 4,865 Administrative expenses (1,979) (1,750) (3,555) Net financial income - 4 3 Results from operating 1,080 566 1,313 activities Income tax (304) (198) (374) Results from operating 368 activities 776 939 (net of income tax) Gain on sale of discontinued 16,502 - - operation Income tax on gain on sale of - - - discontinued operation Effect on profit for the period 17,278 368 939 Earnings per share (pence) Basic 15.87 0.34 0.86 Diluted 15.40 0.34 0.85 6 months ended 6 months ended Year ended 30 June 2010 30 June 2009 31 December £000 £000 2009 £000 Cash flows from discontinued operations Net cash from operating 1,856 1,135 2,070 activities Net cash from/(used in) 13,661 (10) (45) investing activities Net cash used in financing (300) (533) (870) activities Net cash from discontinued operation 15,217 592 1,155 6 months ended 30 June 2010 £000 Effect of the disposal on the financial position of the Group Property, plant and equipment (145) Intangible assets (13,058) Trade and other receivables (352) Cash and cash equivalents (1,484) Trade and other payables 3,236 Income tax payable 638 Deferred consideration 8,909 Provisions 10 Deferred tax liabilities 65 Net assets disposed of (2,181) Consideration received, satisfied in cash 15,177 Contingent consideration and amounts held in Escrow 3,917 Less accrued costs to sell (411) Net consideration 18,683 Consideration received, satisfied in cash 15,177 Cash and cash equivalents disposed of (1,484) Net cash inflow 13,693 The value of the contingent consideration is dependent on the performance of the Holiday Lettings segment for the 12 month period from 1 April 2010 to 31 March 2011. The estimated receivable of £2,917,000 is based on the actual results to June 2010 plus the latest business forecast for the nine month period to 31 March 2011. In addition £1,000,000 of the completion proceeds are held in Escrow (refer Note 12), bringing the total estimated future consideration to £3,917,000. 8 Earnings per share (EPS) Weighted average number of Continuing Discontinued Total ordinary operations operations earnings Pence shares £000 £000 £000 per share Six months ended 30 June 2010 Basic EPS 108,872,581 17,796 17,278 35,074 32.22 Diluted EPS 112,226,520 17,796 17,278 35,074 31.25 Underlying basic EPS 108,872,581 20,000 17,278 37,278 34.24 Underlying diluted EPS 112,226,520 20,000 17,278 37,278 33.22 Six months ended 30 June 2009 Basic EPS 108,954,232 12,641 368 13,009 11.94 Diluted EPS 109,319,317 12,641 368 13,009 11.90 Underlying basic EPS 108,954,232 13,592 368 13,960 12.81 Underlying diluted EPS 109,319,317 13,592 368 13,960 12.77 Year ended 31 December 2009 Basic EPS 109,100,758 29,088 939 30,027 27.52 Diluted EPS 110,482,567 29,088 939 30,027 27.18 Underlying basic EPS 109,100,758 32,294 939 33,233 30.46 Underlying diluted EPS 110,482,567 32,294 939 33,233 30.08 Weighted average number of ordinary shares (basic) 6 months ended 6 months ended Year ended 30 June 2010 30 June 2009 31 December 2009 Number of shares Number of shares Number of shares Issued ordinary shares at 1 January less ordinary 111,504,537 111,697,173 111,697,173 shares held by the EBT Effect of own shares held (2,505,430) (2,505,430) (2,505,430) in treasury Effect of own shares purchased for cancellation (492,599) - (65,260) Effect of own shares purchased by the EBT - (238,576) (331,649) Effect of share options 366,073 1,065 305,924 exercised 108,872,581 108,954,232 109,100,758 Weighted average number of ordinary shares (diluted) For diluted EPS, the weighted average number of ordinary shares in issue is adjusted to assume conversion of all dilutive potential shares. The Group has two potential dilutive instruments being those ordinary shares held by the EBT and shares held in treasury to satisfy share-based incentives granted to employees. 6 months ended 6 months ended Year ended 30 June 2010 30 June 2009 31 December 2009 Number of shares Number of shares Number of shares Weighted average number of ordinary shares (basic) 108,872,581 108,954,232 109,100,758 Dilutive impact of own shares held by the EBT and 3,353,939 365,085 1,381,809 shares held in treasury 112,226,520 109,319,317 110,482,567 Underlying EPS is calculated before the charge for share-based payments and NI on share-based incentives. A reconciliation of the basic earnings for the period to the underlying earnings is presented below: 6 months ended 6 months ended Year ended 30 June 2010 30 June 2009 31 December 2009 £000 £000 £000 Basic earnings for the 35,074 13,009 30,027 period Share-based payments 989 841 1,896 NI on share-based 1,215 110 1,310 incentives Underlying earnings for the 37,278 13,960 33,233 period 9 Dividends Company dividends Dividends declared and paid by the Company were as follows: 6 months ended 6 months ended Year ended 30 June 2010 30 June 2009 31 December 2009 Pence per Pence per Pence per share £000 share £000 share £000 2008 final dividend - - 7.0 7,615 7.0 7,615 paid 2009 interim - - - - 3.0 3,279 dividend paid 2009 final dividend 7.0 7,586 - - - - paid 7.0 7,586 7.0 7,615 10.0 10,894 After the period end an interim dividend of 5.0p (2009: 3.0p) per qualifying ordinary share being £5,403,000 (2009: £3,264,000) was proposed by the Board of directors. The 2009 final dividend paid on 11 June 2010 was £7,586,000 (31 December 2009: £7,630,000) being a difference of £44,000 compared to that reported in the 2009 Annual Report which was due to a reduction in the ordinary shares entitled to a dividend between 31 December 2009 and the final dividend record date of 14 May 2010. The terms of the EBT provide that dividends payable on the ordinary shares held by the EBT are waived. No provision was made for the interim dividend in either period and there are no income tax consequences. Subsidiary dividends Dividends of £300,000 (2009: £534,000) were paid in the period by HLHL to minority shareholders. 10 Taxation The income tax expense is recognised based on management's best estimate of the weighted average annual income tax rate expected for the full financial year applied to the profit before tax for the interim period.The Group's consolidated effective tax rate in respect of continuing operations for the six months ended 30 June 2010 was 27% (2009: 28%). The difference between the standard rate and the effective rate at 30 June 2010 is mainly attributable to credits as a result of the increase in the deferred tax asset arising on share-based incentives. The net deferred tax asset of £3,771,000 at 30 June 2010 (2009: £242,000) is in respect of equity settled share-based incentives and depreciation in excess of capital allowances. 11 Property, plant and equipment During the six months ended 30 June 2010 the Group acquired assets with a cost of £322,000 (2009: £57,000). Assets with a carrying value of £145,000 were disposed of as part of the discontinued operation. Other assets with a carrying value of £33,000 were disposed of during the six months ended 30 June 2010 (2009: £nil) resulting in a loss of disposal of £33,000 (2009: £nil). As at 30 June 2010 the Group had committed to incur capital expenditure of £nil (2009: £nil). 12 Trade and other receivables 30 June 2010 30 June 2009 31 December 2009 £000 £000 £000 Trade receivables 10,442 8,338 8,405 Less provision for impairment of trade receivables (216) (241) (216) Net trade receivables 10,226 8,097 8,189 Amounts owed by related parties (refer Note 18) 138 60 131 Amounts held in Escrow 1,000 - - Other debtors 35 182 132 Prepayments and accrued income 1,186 1,040 967 Forward exchange contracts - - 2 Accrued interest receivable 9 8 - 12,594 9,387 9,421 Non-current 1,000 - - Current 11,594 9,387 9,421 12,594 9,387 9,421 13 Cash and cash equivalents 30 June 2010 30 June 2009 31 December 2009 £000 £000 £000 Bank accounts 22,866 5,118 932 Deposit accounts - 10,000 24,961 Cash and cash equivalents in the statement 22,866 15,118 25,893 of cash flows Cash balances were placed on deposit for varying lengths between one and two months during the period and attracted interest at a weighted average rate of 0.7% (2009: 1.1%). 14 Trade and other payables 30 June 2010 30 June 2009 31 December 2009 £000 £000 £000 Trade payables 409 624 777 Trade accruals 3,809 1,949 2,670 Other creditors 237 265 250 Other taxation and social 3,006 1,854 2,798 security Deferred revenue 6,324 6,809 7,347 Interest payable - 22 19 13,785 11,523 13,861 15 Loans and borrowings In April 2008, the Group entered into a Sterling-denominated revolving loan facility of £39,750,000 with the Bank of Scotland to support its share buy back programme. During 2009, £14,750,000 of the revolving loan facility was repaid out of surplus cash. On 16 April 2009 the Group converted £25,000,000 being the balance of its revolving loan facility, into a five year term loan. The loan bore interest at LIBOR plus 1.5% together with a mandatory cost applied by the lender and was repayable over five years in 20 equal instalments. The Board of directors agreed to retire the debt with the Bank of Scotland early and on 10 February 2010 the outstanding debt of £21,250,000, being the balance as at 31 December 2009 less a quarterly instalment of £1,250,000 paid in January 2010, was repaid in full. No penalties or break costs were incurred in exiting the facility early. Post repayment of the debt the Group entered into an agreement with Barclays Bank Plc for a £10,000,000 uncommitted money market loan. To date no amount has been drawn under this facility. 30 June 2010 30 June 2009 31 December 2009 Carrying Carrying Carrying Fair value Fair value Fair value value £000 value £000 value £000 £000 £000 £000 Non-current liabilities Unsecured bank - - 20,000 20,000 17,500 17,500 borrowings Current liabilities Unsecured bank - - 5,000 5,000 5,000 5,000 borrowings Cash and cash (22,866) (22,866) (15,118) (15,118) (25,893) (25,893) equivalents Total net (cash)/debt (22,866) (22,866) 9,882 9,882 (3,393) (3,393) 16 Reconciliation of movement in capital and reserves EBT Reverse Share shares Treasury Other acquisition Retained Total capital reserve shares reserves reserve earnings equity £000 £000 £000 £000 £000 £000 £000 At 1 January 1,201 (17,149) (11,917) 93 138 12,125 (15,509) 2009 Profit for the - - - - - 13,009 13,009 period Equity settled share-based - - - - - 841 841 incentives charge Dividends to - - - - - (7,615) (7,615) shareholders Exercise of - 10 - - - 2 12 share options Purchase of own - (918) - - - - (918) shares At 30 June 2009 1,201 (18,057) (11,917) 93 138 18,362 (10,180) At 1 January 1,201 (17,149) (11,917) 93 138 12,125 (15,509) 2009 Profit for the - - - - - 30,027 30,027 year Equity settled share-based - - - - - 1,896 1,896 incentives charge Tax in respect of share-based incentives - - - - - 174 174 recognised directly in equity Dividends to - - - - - (10,894) (10,894) shareholders Exercise of - 3,365 - - - 2,043 5,408 share options Purchase of own - (2,401) - - - - (2,401) shares Cancellation of (12) - - 12 - (5,452) (5,452) own shares Share related - - - - - (56) (56) expenses At 31 December 2009 1,189 (16,185) (11,917) 105 138 29,863 3,193 At 1 January 1,189 (16,185) (11,917) 105 138 29,863 3,193 2010 Profit for the - - - - - 35,074 35,074 period Equity settled share-based - - - - - 989 989 incentives charge Tax in respect of share-based incentives - - - - - 873 873 recognised directly in equity Dividends to - - - - - (7,586) (7,586) shareholders Exercise of - 1,317 - - - 846 2,163 share options Cancellation of (16) - - 16 - (10,548) (10,548) own shares Share related - - - - - (74) (74) expenses At 30 June 2010 1,173 (14,868) (11,917) 121 138 49,437 24,084 Share buy back In June 2007, the Company commenced a share buy back programme to purchase its own ordinary shares. The total number of shares bought back in the six months to 30 June 2010 was 1,578,775 (2009: nil shares) representing 1.3% (2009: nil%) of the ordinary shares in issue (excluding shares held in treasury). All the shares bought back in the period were cancelled and no shares were transferred to treasury. The shares were acquired on the open market at a total consideration (excluding costs) of £10,548,000 (2009: £nil). The maximum and minimum prices paid were 690p (2009: nil p) and 609p (2009: nil p) per share respectively. EBT shares reserve This reserve represents the carrying value of own shares held by the EBT. During the period the EBT purchased no (2009: 399,836) shares at a cost of £nil (2009: £918,000) to satisfy share-based incentive awards. 642,613 options were exercised in the period (2009: 5,210) at an average price of £6.50 (2009: £2.59) per ordinary share, which were satisfied by shares held in the EBT. At 30 June 2010 the EBT held 6,776,261 (2009: 8,748,326) ordinary shares of £0.01 each in the Company representing 5.9% (2009: 7.4%) of the shares in issue (excluding shares held in treasury). The market value of the shares held in the EBT at the period end was £42,690,000 (2009: £30,750,000). Other reserves The movement on other reserves of £16,000 (2009: £nil) comprises the nominal value of ordinary shares cancelled during the period. Retained earnings The gain on exercise of share options is the difference between the value that the shares held by the EBT were originally acquired at and the option grant price at which exercises took place during the period. 17 Deferred consideration In the terms of the HLHL shareholders' agreement, a put and call option existed to acquire the remaining 33.3% interest owned by management. At 31 December 2009 the deferred consideration was increased to £8,909,000 based on Rightmove Group Limited's best estimate of the likely market value for the business. As Rightmove Group Limited disposed of its 66.7% shareholding on 21 June 2010 (refer Note 7) the put and call option was extinguished and thus no balance sheet liability is recorded as at 30 June 2010. 18 Related parties Inter-group transactions with subsidiaries During the period Rightmove plc was charged interest of £392,000 (2009: £ 347,000) by Rightmove Group Limited in respect of balances owing under the inter-group loan agreement dated 30 January 2008. As at 30 June 2010 the balance owing under this agreement was £90,723,000 (2009: £ 47,519,000) including capitalised interest of £2,229,000 (2009: £1,573,000). Directors' transactions Stephen Shipperley, a non-executive director, is also Group Executive Chairman of Connells Limited, a significant estate agency customer of the Group. During 2009 Connells Limited renewed their membership for a further three years on an arms length basis. The Group's transactions and balances with this customer for all periods were as follows: 6 months ended 6 months ended Year ended 30 June 2010 30 June 2009 31 December £000 £000 2009 £000 Amounts owed by: Sequence (UK) Limited (Connells) 74 5 80 Connells Residential 64 55 51 138 60 131 Amounts invoiced to: Sequence (UK) Limited (Connells) 362 280 598 Connells Residential 187 150 327 549 430 925 Included within trade and other receivables is £138,000 due from related parties (2009: £60,000). Trade and other payables include £nil due to related parties in all periods. Transactions with key management staff There were no transactions with key management in any period. Independent review report to Rightmove plc Introduction We have been engaged by the Company to review the condensed set of financial statements in the half year financial report for the six months ended 30 June 2010 which comprises the condensed consolidated interim statement of comprehensive income, the condensed consolidated interim statement of financial position, the condensed consolidated interim statement of cash flows, the condensed consolidated interim statement of changes in shareholders' equity and the related explanatory notes. We have read the other information contained in the half year financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements. This report is made solely to the Company in accordance with the terms of our engagement to assist the Company in meeting the requirements of the Disclosure and Transparency Rules (the DTR) of the UK's Financial Services Authority (the UK FSA). Our review has been undertaken so that we might state to the Company those matters we are required to state to it in this report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company for our review work, for this report, or for the conclusions we have reached. Directors' responsibilities The half year financial report is the responsibility of, and has been approved by, the Board of directors. The Board of directors are responsible for preparing the half year financial report in accordance with the DTR of the UK FSA. As disclosed in Note 2, the annual financial statements of the Group are prepared in accordance with IFRSs as adopted by the EU. The condensed consolidated set of financial statements included in this half year financial report has been prepared in accordance with IAS 34 Interim Financial Reporting as adopted by the EU. Our responsibility Our responsibility is to express to the Company a conclusion on the condensed consolidated set of financial statements in the half year financial report based on our review. Scope of review We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410 Review of Interim Financial Information Performed by the Independent Auditor of the Entity issued by the Auditing Practices Board for use in the UK. 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 Ireland) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion. Conclusion Based on our review, nothing has come to our attention that causes us to believe that the condensed consolidated set of financial statements in the half year financial report for the six months ended 30 June 2010 is not prepared, in all material respects, in accordance with IAS 34 as adopted by the EU and the DTR of the UK FSA. S J Wardell for and on behalf of KPMG Audit Plc Chartered Accountants Milton Keynes 27 August 2010 ADVISERS AND SHAREHOLDER INFORMATION Contacts Registered Corporate office advisers Managing Director: Ed Williams Rightmove plc Financial adviser Chief Operating 4th Floor UBS Investment Officer and Nick McKittrick 33 Soho Square Bank Finance Director: Company Secretary: Liz Taylor London Joint brokers Website www.rightmove.co.uk W1D 3QU UBS Limited Email investor.relations@rightmove.co.uk Registered in Numis Securities England Limited no.6426485 Financial calendar Auditor 2010 Half year results 27 August 2010 KPMG Audit Plc Interim dividend 15 October 2010 Banker record date Interim dividend 12 November 2010 Barclays Bank payment plc Interim Management November 2010 Solicitors Statement Full year results 25 February 2011 Slaughter and May Pinsent Masons Registrar Capita Registrars* *Shareholder enquiries The Company's registrar is Capita Registrars. Capita Registrars is a trading name of Capita Registrars Limited. Contact details are: Capita Registrars Northern House Woodsome Park Fenay Bridge Huddersfield HD8 0GA Capita shareholder helpline: 0871 664 0300 (calls cost 10p per minute plus network extras, lines are open 8.30 a.m. to 5.30 p.m. Monday to Friday) (Overseas: +44 20 8639 3399) Through the website above, shareholders are able to manage their shareholding online and facilities including electronic communications, account enquires, amendment of address and dividend mandate instructions.

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Rightmove (RMV)
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