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.