McColl's Retail Group Interim Results 2017

RNS Number : 8210L

McColl's Retail Group plc

24 July 2017

 

24 July 2017 - McColl's Retail Group plc, one of the UK's leading convenience retailers, ("McColl's" or "the Group") today announces its Interim Results for the 26 week period ended 28 May 2017.

GAINING MOMENTUM, WITH SUCCESSFUL INTEGRATION OF 298¹ NEW CONVENIENCE STORES AND STRONG SALES GROWTH

Financial highlights:

·      Total revenue up 7.6% to £504.8m (2016: £469.2m) benefitting from the on-boarding of stores acquired from the Co-op, around two thirds of which were trading at the half year and all by the end of July

·      Like-for-like (LFL) sales² up 0.2% in H1; LFL sales up 1.4% in Q2, in part supported by favourable weather and our evolving mix of growth products

·      LFL performance in recently acquired and converted stores³ up 2.8% in H1; 3.8% in Q2

·      Gross margin improvement trend continues, up 90 basis points to 25.4% (2016: 24.5%)

·      Adjusted EBITDA⁴ increased to £16.5m (2016: £16.0m), despite being impacted by £1.3m pre-opening costs relating to the acquisition

·      Profit before tax, impacted by £2.3m exceptional costs⁵ and £1.3m pre-opening costs, was £4.5m (2016: £8.2m)

·      Basic earnings per share 2.8p (2016: 6.1p); Adjusted earnings per share⁶ 5.0p (2016: 6.1p); excluding pre-opening costs stable at 5.9p

·      Net debt £110.8m (2016: £42.3m). Management remain comfortable that this debt profile is in line with previously described expectations

·      Interim dividend per share maintained at 3.4p (2016: 3.4p)

·      On track to achieve results for the full year in line with management's expectations, including an expected material increase in sales and profits in H2 driven by the acquired stores

Operational and strategic highlights:

1.   Increasing neighbourhood presence

·      Successfully integrated 298 quality convenience stores acquired from the Co-op, on time and on budget; early trading performance in line with management's expectations

·      Current store base comprises 1,292 convenience stores and 358 newsagents⁷ - an 80% increase in convenience stores since the IPO in 2014, with around 10 single convenience store acquisitions planned for H2

2.   Growing convenience offer

·      Wholesale retender in progress, providing an opportunity to grow and develop our customer offer, and leverage our increased scale

·      Continued range development and learning opportunities, particularly for fresh foods - including through the trial of Co-op branded products in 24 stores

·      Following encouraging early performance, convenience store refresh project to be extended to over 20 stores in H2

·      Progress on Subway continues with one further outlet opened in H1, four planned in H2 and a broader plan developed for 2018 and beyond

3.   Excellent customer service

·      Gained deeper insight into customer needs and preferences, including new research commissioned with IGD to understand how shoppers value time

·      Latest industry research (2017 him! convenience tracking programme) shows consistently high ratings for McColl's on colleague friendliness and helpfulness, ease of shop and speed of service

·      Plus loyalty card customer base continues to grow, with c.700,000 members and double-digit basket penetration in the acquired stores

Jonathan Miller, Chief Executive, said:

"I am encouraged by the performance we have delivered over the first half of the year as our business has continued to gain momentum. We have traded well in a challenging environment and also benefited from the recent hot weather, which has helped to drive sales in key growth categories including grocery and alcohol.

"We are delighted to have completed the integration of the acquired stores, on time and on budget. We have welcomed over 3,500 new colleagues who have done a great job in supporting customers through the transition, and early trading is in line with our expectations. With all 298 stores now on board, they are expected to make a material contribution to sales and profit in the second half of the year and beyond.

"Our focus remains on enhancing our convenience proposition through growing market share, developing our product ranges and delivering excellent customer service.

"As the wider convenience and wholesale sector evolves and continues to grow, McColl's is in a strong position to benefit. We remain confident that our standing as a leading neighbourhood retailer will allow us to continue to achieve further progress against our strategy and deliver sustainable returns for shareholders."

The business uses a number of non-statutory measures (for example, LFL, adjusted EBITDA and adjusted EPS) because management believe that these - placed with equal prominence alongside other statutory measures - help to better explain the underlying performance of the business and its key dynamics. These are kept under continuous review and are defined and used consistently, or explained otherwise.

^[1] All 298 stores acquired from the Co-op were on-boarded by 15 July 2017. Approximately two thirds of these were on-boarded by the end of H1 2017.

² Like-for-like sales reflect sales from stores that have traded throughout the current and prior financial periods, and sales include VAT but exclude sales of fuel, lottery, mobile phone top up and travel tickets.

³ LFL sales in stores acquired or converted between 2015-2016 which have traded for over 12 months.

⁴ Adjusted EBITDA (defined in note 5) is stated before exceptional items and property gains and losses.

⁵ Current year exceptional costs relate to professional fees and write-off of historical banking fees resulting from the acquisition of 298 Co-op stores and associated refinancing (see note 4).

⁶ Adjusted earnings per share is stated before exceptional items. Details of the calculation of earnings per share can be found in note 8.

⁷ Store numbers as at 15 July 2017.

Results presentation

A copy of this announcement is available at http://www.mccolls.co.uk/investor/results-and-presentations.

A meeting for analysts will be held today at 9.30am at Numis Securities, London Stock Exchange, 10 Paternoster Square, London EC4M 7LS. Access will be by invitation only. All presentation materials will be available on our website.

Enquiries

Please visit www.mccolls.co.uk or for further information, please contact:

McColl's Retail Group plc                                                      Media enquiries:

Jonathan Miller, Chief Executive                                              Headland

Simon Fuller, Chief Financial Officer                                        Lucy Legh, Simon Burton, Ewa Lewszyk

Naomi Kissman, Head of Investor Relations                           [phone]    

[phone]                                                             

Notes to editors

McColl's is a leading neighbourhood retailer in the independent managed sector running 1,650 convenience stores and newsagents. We operate 1,292 McColl's branded UK convenience stores as well as 358 newsagents branded Martin's, except in Scotland where we operate under our heritage brand, RS McColl. In addition we are also the largest operator of Post Offices in the UK, with approaching 600 in-store counters/branches.

Chief Executive's Review

Results overview

We have made a strong start to 2017, delivering an encouraging financial performance and successfully completing the integration of 298 quality new convenience stores, with the final stores transferring in July. Our revenue grew 7.6% to £504.8m (2016: £469.2m) in the 26 weeks to 28 May 2017 as we benefitted from an enlarged estate. We returned to LFL growth, driven by a prolonged period of good weather in the second quarter, in contrast to the prior year, and an improved performance in tobacco as we successfully transitioned to the new regulatory regime.

Our recently invested in stores (those acquired or converted between 2015-2016 which have traded for over 12 months), continued to perform strongly with LFL sales growth of 2.8% (3.8% in Q2). This endorses our strategy as we embark on the next stage of estate development, including Project Refresh.

As we grow the proportion of our estate that is convenience we have continued to improve gross profit margins, with a 90 basis point improvement year-on-year, helped by the higher proportion of grocery sales in the acquired stores alongside an improvement in trading terms. We saw an increase in adjusted EBITDA of £0.5m to £16.5m (2016: £16.0m), with earnings held back by continuing cost pressures due to legislative wage inflation and £1.3m of pre-opening costs associated with the acquired stores. These pre-opening costs included the recruitment of field teams, training of over 3,500 new colleagues, an increase in support staff, and costs associated with the rebranding and operational transition to McColl's. With all of the 298 acquired stores now part of the Group, they will make a material contribution to sales and profit in the second half of the year and beyond.

Strategic objectives

We have made significant progress with our strategy, which is focused on enhancing our offering and capturing growth in the convenience channel. There are three key elements to our strategy:

·      Increasing neighbourhood presence;

·      Growing convenience offer; and

·      Excellent customer service.

Increasing neighbourhood presence

We have significantly increased our neighbourhood presence with the successful integration of the 298 stores we acquired from the Co-op, with the final store conversion opening on schedule. We now operate 1,650 stores, comprising 1,292 convenience stores and 358 newsagents.

We began the integration at the end of January and the process has gone very smoothly, with minimal operational issues. The stores have opened on time, having only been closed for a few days and we have been well supported by third party contractors throughout the process.

We were delighted to welcome over 3,500 new colleagues.  They have embraced being part of the McColl's team and have done a great job supporting customers through the transition.

The acquired stores are performing in line with management's expectations and will substantially increase the sales and EBITDA of the Group in the months ahead.

The next phase of the integration will begin in the second half of the year, where we will look to further enhance the offer with the addition of new products and services including, food-to-go, Post Offices and parcel collection points.

We will also restart our acquisition programme in the second half of the year, and we expect to acquire around 10 new convenience stores by the end of the financial year.

Increasing neighbourhood presence is about growing in scale and in visibility. Developing our brand is important and we have recently initiated a piece of work to support this. A programme of significant quantitative and qualitative customer research is underway.

Growing convenience offer

We are continuing our work to improve our convenience offer, with a particular focus on fresh and chilled foods. These categories have performed well in the first half of the year and we are exploring new ways to improve our fresh food credentials which are very important to the top-up shopping mission.

We currently use two main wholesale distribution partners (Nisa and Palmer & Harvey). Having last reviewed these arrangements in 2013 we are now in the process of a formal distribution retender. The wholesale sector is increasingly competitive with several of the large multiple retailers exploring opportunities to distribute through this channel. As one of the largest wholesale accounts available in the UK, we believe the time is right to consider our options. This process is an important part of leveraging the enhanced scale of our business and developing the best offer for our customers. The first stage of this process was completed in June and we expect it to conclude in the second half of the year.

We are developing our understanding of what customers want from their local McColl's. As part of this work we are currently running a trial to sell Co-op own brand products in 24 of our stores to see how customers respond to a different range. The products include fresh and chilled lines, ambient grocery and wines, and they will be trialled in these stores for around three months.

Following encouraging results from our store refresh pilot, where we have seen significant sales uplifts, we are extending the trial to over 20 stores in the second half of the year. These stores will be completely refreshed to improve the shopping experience for customers. They will benefit from an improved offer as well as new layouts designed to meet the needs of modern convenience shopping missions.

Continuing to grow food-to-go, we also opened one new Subway outlet in December and we will open a further four in the second half of the year. We are now developing a broader plan for Subway in 2018, including potential sites in the acquired stores.

Excellent customer service

We are improving our customer insight to make sure that we develop the best offer for customers and put them at the centre of decisions we make.

This year's him! convenience tracking programme, which interviews over 20,000 customers of UK convenience stores, shows that we continue to be rated very highly on colleague friendliness and helpfulness, the cornerstone of excellent customer service. In addition, recent research commissioned by McColl's and conducted by IGD shows that time is becoming an increasingly important part of the value equation for customers and therefore ease and speed of shop are also critical elements of service, particularly in the convenience channel. These are identified by customers as key strengths for McColl's and we continue to improve our in store efficiency, both to free up more time to help customers and improve speed of service.

Our services offer continues to grow and strengthen, with four in ten shopping trips to McColl's involving a services mission (e.g. parcel collection, cash machine, bill payment), significantly above the industry average. Not only are these services profitable in their own right, but they are a good way of driving incremental purchases with research showing that over 40% of people using a service in a convenience store also bought fresh food. The majority of the stores we have acquired from the Co-op do not have a substantial services offer and in the months ahead we will identify opportunities to introduce more services and give customers even more reasons to visit these stores.

Our Plus loyalty card provides another opportunity to drive increased spend. We now have over 700,000 members and the card has been particularly popular in the stores we have acquired where we have seen double digit basket penetration.

Other developments

We continue to look for operational improvement through the sale or closure of unprofitable or marginally profitable stores. In the first half of this year we closed or disposed of 19 stores, around half of which were part of the package of 100 newsagents we announced the sale of in October 2015. For those newsagents that remain unsold we are currently investigating a range of different options including closure, re-use and a revised financial plan.

Outlook

The recent outcome of the UK general election and continued uncertainty around the impacts of exiting the European Union continue to weigh on consumer sentiment and the general economic outlook, but McColl's has a good record of trading resiliently through periods of economic instability.

2017 is proving to be a period of significant activity in the convenience channel with the likelihood of further consolidation in the wholesale sector. It is clear that convenience is an attractive part of the industry with IGD forecasting significant growth of 18% to £47.1bn in the next five years. We are one of the leading convenience retailers, and we believe we are well placed to capture further growth, with considerable opportunity to acquire stores in what is a highly fragmented channel that has a high proportion of independents.

We have experienced a small amount of inflation in our business in the first half of the year and we will continue to work with our suppliers to ensure we only pass on input cost increases to customers when absolutely necessary.

Our strategy continues to focus on growing our convenience business, both through acquisitions and investment in our existing estate. We will continue to strengthen our range of products and services, as well as unlock further opportunities from our transformational acquisition.

Financial review

The Group has delivered an encouraging financial performance for the 26 week period ended 28 May 2017. 

Strong revenue growth momentum

Total revenue increased by 7.6% to £504.8m (2016: £469.2m) reflecting the growing scale of the convenience estate as we integrate the acquired stores.

LFL sales were up 1.4% in the second quarter, giving a total LFL increase of 0.2% for the 26 weeks to 28 May 2017. LFL sales have benefitted from a prolonged period of good weather in Q2 driving strong performances in grocery and alcohol, as well as impulse categories such as soft drinks and snacks. Despite the long-term decline in tobacco we have seen an improved performance in this category in the first half of the year. New regulations came into force in May, banning the sale of smaller pack sizes and price-marked packs and introducing plain packaging for all tobacco products. We have managed this transition very smoothly which has helped us gain market share.

LFL sales in convenience stores were up 0.2% and LFL sales in newsagents were up 0.4% in the first half of the year. On a two-year basis, LFL sales remain strongest in convenience.

LFL sales in recently acquired or converted stores were up by 2.8% for the year to date, and up 3.8% in Q2, our strongest performance since we began to track this measure in 2015.

Further improvement in gross margin

Our margins are highest in our convenience stores, particularly those that carry bigger ranges of the higher margin categories such as fresh food and grocery. As these stores continue to become a greater proportion of our estate this is reflected in an improvement in our overall gross margin. In the first half of the year gross profit margin increased by 90 basis points to 25.4%, (2016: 24.5%) driven by favourable mix and an improvement in trading terms. In terms of overall value, total gross profit increased by 11.5% to £128.3m (2016: £115.0m).

Wage inflation and expenses relating to enlarged estate impact underlying operating profit

Operating profit before exceptional items decreased by £0.7m to £8.9m, principally reflecting a lower level of property profits year-on-year. Excluding profit on disposal of fixed assets, underlying operating profit fell £0.1m, impacted by legislative wage inflation, increasing central costs required to support a significantly larger business following our acquisition of 298 stores (and without the full benefit of sales and profit in the period), and also £1.3m pre-opening costs relating to the acquisition.

Adjusted EBITDA held back by pre-opening costs

Adjusted EBITDA increased by £0.5m to £16.5m (2016: £16.0m), reflecting the impact of a bigger business, but held back by £1.3m pre-opening costs as noted above.

Net finance costs impacted by higher level of borrowings and one-off costs

Net finance costs were £3.2m (2016: £1.4m), an increase of £1.8m as a result of the refinancing required to support the acquisition, increased borrowings and one-off exceptional costs relating to the write-off of previous banking fees, and a non-utilisation fee payable prior to full draw down of the term loan.

Profit before tax impacted by exceptional costs

Profit before tax for the period was £4.5m (2016: £8.2m), a fall of £3.7m, as a result of £2.3m exceptional costs relating to the acquisition, principally legal and advisory costs and the write-off of banking fees, and £1.3m pre-opening costs.

Taxation

The tax charge for the period was £1.3m (2016: £1.9m), representing a rate of 28.3% (2016: 22.7%). The comparable effective tax rate in 2017 excluding the impact of exceptional items was 21.8%. The difference between the current statutory rate of 20.0% and the effective tax rate excluding the impact of exceptional items of 21.8% in the period is due principally to depreciation of assets not qualifying for tax relief.

Adjusted earnings per share stable excluding pre-opening costs

Basic earnings per share was 2.8p (2016: 6.1p). Adjusted earnings per share, stated before exceptional items, reduced to 5.0p (2016: 6.1p). Excluding pre-opening costs relating to our acquisition adjusted earnings per share remained stable at 5.9p.

Dividend maintained

The Board has declared an interim dividend of 3.4 pence per share (2016: 3.4 pence). The interim dividend will be paid on 8 September 2017 to those shareholders on the register at the close of business on 11 August 2017.

Balance sheet and net debt

Shareholders' funds at the end of the period were £133.5m (2016: £124.5m).

The book value of goodwill and other intangibles, property, plant and equipment increased by £100.5m to £312.5m (2016: £212.0m), largely due to the acquisition of around two thirds of the Co-op stores, including around 100 freeholds.

Net debt at the end of the period was £110.8m (2016: £42.3m) (see note 13). This is following the partial draw down of a £100m term loan to support the acquisition, with the remainder to be drawn down in the second half of the year. Management remain comfortable that this debt profile is in-line with previously described expectations.

The combined accounting surplus on the two defined benefit pension schemes operated by the Group was £4.0m (2016: £6.0m surplus).

In June we completed the actuarial review of our pension schemes. The review concluded that the combined deficit of our two pension schemes (the TM Group Pension Scheme and the TM Pension Plan) was broadly similar to that at the previous actuarial valuation. Therefore only a minor incremental cash contribution will be made in the current review period.

Cash flow and capital expenditure

Net cash provided by operating activities increased to £34.0m (2016: £6.7m), predominantly driven by improvements to our working capital cycle, where we benefit from the increased scale of our business and a positive stock to trade payables working cycle. We also benefitted from underlying stock improvements, particularly in tobacco, which has undergone a compulsory range rationalisation following new legislation that came into force in May. In addition, there was a £12m timing benefit to other payables relating to this year's payroll dates versus 2016.

Net capital expenditure increased to £96.9m (2016: £8.8m) in the period as a result of the Co-op acquisition (the 298 stores have been purchased in packages as part of the phased integration into the McColl's estate, with around two thirds completing in H1 and the remainder being purchased in Q3).

Cautionary statement

Certain statements made in this announcement are forward-looking statements. Such statements are based on current expectations and are subject to a number of risks and uncertainties that could cause actual events or results to differ materially from any expected future events or results referred to in these forward-looking statements. They appear in a number of places throughout this announcement and include statements regarding our intentions, beliefs or current expectations and those of our officers, Directors and employees concerning, amongst other things, our results of operations, financial condition, liquidity, prospects, growth, strategies and the business we operate. Unless otherwise required by applicable law, regulation or accounting standard, we do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future developments or otherwise. 

McColl's Retail Group plc

Statement of Directors' responsibilities

26 week period ended 28 May 2017

Responsibility statement

We confirm that to the best of our knowledge:

(a)  The condensed set of financial statements has been prepared in accordance with IAS 34 'Interim Financial Reporting';

(b)  The interim management report includes a fair review of the information required by DTR 4.2.7R (indication of important events during the first six months of the year); and

(c)  The interim management report includes a fair review of the information required by DTR.4.2.8R (disclosure of related parties' transactions and changes therein).

By order of the Board,

Chief Executive                                                             

Jonathan Miller    

Chief Financial Officer

Simon Fuller

Date: 23 July 2017                                                                          

Principal risks and uncertainties

The Directors do not consider the principal risks and uncertainties to have significantly changed since the publication of the Annual Report for the period ended 27 November 2016. A detailed explanation of the risks summarised below, and how the Group seeks to mitigate these risks, can be found on pages 36 to 37 of the 2016 Annual Report.

Business strategy

If the Board either adopts the wrong strategy or does not implement it effectively the goals of the business will not be met and our performance may suffer.

Acquisitions

Failure to successfully integrate the 298 stores acquired from the Co-op, could impact profitability, our reputation and our funding arrangements.

Competition

We operate in a highly competitive and continually changing market. Failure to maintain market share could have an adverse effect on the Group's performance and profitability.

Customer offer

Customer shopping habits are influenced by a wide range of factors. If we do not respond to their changing needs they are more likely to shop with a competitor and our revenues could fall.

Economy

All our revenue is generated in the UK. Any deterioration in the UK economy, for example as a consequence of Brexit, could impact on consumer spending and cost of goods, which would therefore impact our sales and profitability.

Financial and treasury

The main financial risks are the availability of short- and long-term funding to meet business needs, fluctuations in interest rates, movements in energy prices and other post-Brexit impacts.

Information technology

We depend on the reliability and capability of key information systems and technology. A major failure, a breach, or prolonged performance issues with store or head office systems could have an adverse impact on the business and its reputation.

Operational cost base

We have a relatively high cost base, consisting primarily of salary, property rental and energy costs. Increases in these costs without a corresponding increase in revenues could adversely impact our profitability.

Regulation

We operate in an environment governed by strict regulations to ensure the safety and protection of customers, colleagues, shareholders and other stakeholders. Regulations include alcohol licensing, employment, health & safety, data protection and the rules of the Stock Exchange.

Supply chain

We rely on a small number of key distributors and may be adversely affected by changes in supplier dynamics and interruptions in supply.

McColl's Retail Group plc
Consolidated income statement
26 week period ended 28 May 2017
			Notes	26 weeks ended        28 May 2017 £'000 (unaudited)		26 weeks ended        29 May 2016 £'000 (unaudited)		52 weeks ended         27 November 2016 £'000 (audited)
Revenue			3.	504,787		469,181		950,403
Cost of sales				(376,533)		(354,134)		(711,752)
Gross Profit				128,254		115,047		238,651
Administrative expenses				(131,458)		(118,039)		(239,443)
Other operating income				12,067		11,960		23,147
Profits arising on property-related items				13		621		1,109
Operating profit before exceptional items				8,876		9,589		23,464
Exceptional items			4.	(1,210)		-		(2,186)
Exceptional items relating to losses arising on property-related items				-		-		(757)
Operating profit				7,666		9,589		20,521
Finance expense				(2,115)		(1,382)		(2,723)
Finance income			3.	69		9		13
Exceptional items relating to Finance expense			4.	(1,107)		-		(152)
Net finance costs				(3,153)		(1,373)		(2,862)
Profit on ordinary activities before taxation				4,513		8,216		17,659
Tax on profit on ordinary activities			6.	(1,278)		(1,861)		(3,743)
Profit on ordinary activities after taxation				3,235		6,355		13,916
Adjusted earnings per share			8.	5.0p		6.1p		16.0p
Basic and diluted earnings per share			8.	2.8p		6.1p		12.8p

McColl's Retail Group plc

Consolidated statement of comprehensive income

26 week period ended 28 May 2017

			26 weeks ended 28 May 2017 £'000 (unaudited)		26 weeks ended 29 May 2016 £'000 (unaudited)		52 weeks ended 27 Nov 2016 £'000 (audited)
Profit for the period			3,235		6,355		13,916
Items of other comprehensive income that will not be reclassified to profit or loss:
Actuarial loss recognised on pension scheme			(2,875)		(784)		(1,213)
UK deferred tax attributed to actuarial gain:
Arising from the origination of and reversal of current and deferred tax differences			409		125		168
UK corporation tax			97		-		117
Other comprehensive loss for the period			(2,369)		(659)		(928)
Total comprehensive income for the period			866		5,696		12,988

McColl's Retail Group plc
Consolidated balance sheet
28 May 2017
		Notes	28 May 2017 £'000 (unaudited)				29 May 2016 £'000 (unaudited)			27 November 2016 £'000 (audited)
Non-current assets
Goodwill			214,337				145,643			153,058
Other intangible assets			1,093				1,534			1,293
Property, plant and equipment			97,101				64,804			66,783
Investments			18				18			18
Pension scheme surplus			9,884				9,832			10,946
Total non-current assets			322,433				221,831			232,098
Current assets
Inventories			65,704				50,607			55,041
Trade and other receivables			38,661				33,058			34,609
Cash and cash equivalents			27,802				17,274			3,757
Assets held for sale		9.	4,776				5,662			4,286
Total current assets			136,943				106,601			97,693
Total assets			459,376				328,432			329,791
Current liabilities
Trade and other payables			(167,084)				(122,308)			(130,021)
Provisions			(3,097)				(2,036)			(1,647)
Corporation tax			(1,253)				(2,389)			(2,294)
Liabilities associated with assets held for sale		9.	(3,375)				(5,287)			(5,137)
Total current liabilities			(174,809)				(132,020)			(139,099)
Net current liabilities			(37,866)				(25,419)			(41,406)
Non-current liabilities
Borrowings		12.	(133,806)				(56,821)			(35,961)
Other payables			(3,205)				(3,195)			(4,160)
Provisions for liabilities			(276)				(2,115)			(365)
Deferred tax liabilities			(7,876)				(5,921)			(4,856)
Net pension liability			(5,864)				(3,819)			(4,844)
Total non-current liabilities			(151,027)				(71,871)			(50,186)
Total liabilities			(325,836)				(203,891)			(189,285)
Net assets			133,540				124,541			140,506
Shareholders' equity
Equity share capital			115				105			115
Share premium account			12,579				-			12,579
Retained Earnings			120,846				124,436			127,812
			133,540				124,541			140,506

McColl's Retail Group plc

Consolidated statement of changes in equity

26 week period ended 28 May 2017

		Called up share capital   £'000		Share premium   £'000		Retained earnings   £'000		Total   £'000
Balance at 29 May 2016 (unaudited)		105		-		124,436		124,541
Profit for the period		-		-		7,561		7,561
Actuarial loss recognised on pension scheme		-		-		(269)		(269)
Total comprehensive income for the period		-		-		7,292		7,292
Issue of share capital		10		12,579		-		12,589
Dividends paid		-		-		(3,916)		(3,916)
Balance at 27 November 2016 (audited)		115		12,579		127,812		140,506
Profit for the period		-		-		3,235		3,235
Actuarial loss recognised on pension scheme		-		-		(2,369)		(2,369)
Total comprehensive income for the period						866		866
Dividends paid		-		-		(7,832)		(7,832)
Balance at 28 May 2017 (unaudited)		115		12,579		120,846		133,540

McColl's Retail Group plc
Consolidated cash flow statement
26 week period ended 28 May 2017
		Notes		26 weeks ended       28 May 2017 £'000 (unaudited)		26 weeks ended         29 May 2016 £'000 (unaudited)		52 weeks ended          27 November 2016 £'000 (audited)
Net cash provided by operating activities		14.		34,046		6,730		21,649
Cash flows from investing activities
Acquisition of property, plant and equipment				(17,842)		(6,278)		(15,920)
Proceeds from sale of property, plant and equipment				766		5,039		5,874
Acquisition of businesses, net of cash acquired		10. & 11.		(79,892)		(7,569)		(15,656)
Finance income				69		9		13
Net cash used in investing activities				(96,899)		(8,799)		(25,689)
Cash flows from financing activities
Repayment of loans				-		-		(7,500)
(Repayment of)/new hire purchase loans				(67)		(186)		1,921
Borrowing issue costs				(700)		-		(517)
Drawdown on facility				98,545		13,500		-
Proceeds on issue of shares				-		-		13,076
Dividend paid				(7,832)		(7,120)		(11,036)
Finance expense				(2,920)		(1,285)		(2,479)
Hire purchase interest paid				(128)		(97)		(199)
Net cash from/(used in) financing activities				86,898		4,812		(6,734)
Increase/(decrease) in cash and cash equivalents				24,045		2,743		(10,774)
Cash and cash equivalents at beginning of period				3,757		14,531		14,531
Cash and cash equivalents at end of period				27,802		17,274		3,757

These financial statements of McColl's Retail Group plc, registered number 08783477, were approved and authorised for issue by the Board of Directors on 23rd July 2017   .                                                       

Signed on behalf of the Board of Directors                                                                                     

Simon Fuller                                                                  

Director                               

McColl's Retail Group plc
Notes to the financial statements
26 week period ended 28 May 2017

1. Basis of preparation                                                         

The Interim Financial Statements for the 26 week period ended 28 May 2017 have been prepared in accordance with the Disclosure and Transparency Rules of the Financial Services Authority and with IAS 34, 'Interim Financial Reporting' as adopted by the European Union. They have been prepared in accordance with the recognition and measurement criteria of IFRS. They do not include all the information required for full annual financial statements to comply with IFRS, and should be read in conjunction with the consolidated financial statements of the Group as at and for the period ended 27 November 2016 as applied in the Group's Annual Report and Accounts 2016 (the "Annual Report 2016").

The accounting policies applied by the Group in these consolidated results are the same as those applied by the Group in its Annual Report 2016 for the period ending 27 November 2016.

The Annual Report 2016 is available at:

http://www.mccolls.co.uk/investor/                                                          

The financial information for the period ended 28 May 2017 does not constitute statutory accounts as defined in section 434 of the Companies Act 2006. The Group has filed statutory accounts for the period ended 27 November 2016. The auditor has reported on these accounts; their report was unqualified, did not include a reference to any matters to which the auditor drew attention by way of emphasis of matter and did not contain a statement under section 498 (2) or (3) of the Companies Act 2006.       

Basis of measurement                                                                  

The consolidated financial information has been prepared on a historical cost basis, except for the following items (refer to individual accounting policies for details):

o  Derivative financial instruments - fair value through income statement; and

o  Net defined benefit pension asset or liability - actuarial basis.

Business Combinations

On acquisition, the assets, liabilities and contingent liabilities of a subsidiary are measured at their fair values at the date of acquisition.

Any excess of the cost of acquisition over the fair values of the identifiable net assets acquired, including separately identifiable assets, is recognised as goodwill. Any discount on acquisition, i.e. where the cost of acquisition is below the fair values of the identifiable net assets acquired, is credited to the income statement in the period of acquisition.          

New standards interpretations and amendments not yet effective:

IFRS 15 'Revenue from Contracts with Customers'                                                               

IFRS 16 'Leases'                                                           

IFRS 9 'Financial Instruments'                                                         

IFRS 15 is effective for periods beginning on or after 1 January 2018. The standard establishes a principles based approach for revenue recognition and is based on the concept of recognising revenue for obligations only when they are satisfied and the control of goods or services is transferred. It applies to all contracts with customers, except those in the scope of other standards. It replaces the separate models for goods, services and construction contracts under the current accounting standards. The Group believes that the adoption of IFRS 15 will not have a material impact on its consolidated results.                                                                                                                                        

IFRS 16 represents a significant change in the accounting and reporting of leases for lessees as it provides a single lessee accounting model, and as such, requires lessees to recognise assets and liabilities for all leases unless the underlying asset has a low value or the lease term is 12 months or less. Accounting requirements for lessors are substantially unchanged from IAS 17. The impact of the standard on the Group is currently being assessed and it is not yet practicable to quantify the effect of IFRS 16 on these consolidated financial statements.

IFRS 9 replaces IAS 39. The standard is effective from 1 January 2018 and introduces: new requirements for the classification and measurement of financial assets and financial liabilities; a new model based on expected credit losses for recognising provisions; and provides for simplified hedge accounting by aligning hedge accounting more closely with an entities risk management methodology. The Group believes that the adoption of IFRS 9 will not have a material impact on its consolidated results.

Going concern

In making their going concern assessment the Directors have considered the Group's business activities, it's financial position, the market in which it operates and the factors likely to affect its future development.

The Directors have reviewed the Group's forecasts, taking into account a range of sensitivities, and how they impact headroom against its bank facilities, and its ability to meet its capital investment and operational needs.

In July 2016, the Group completed an amended £100m revolving credit facility and £50m accordion for the Group. The Group has net current liabilities of £37.9m at the period end. The Directors have additionally considered this position to determine if it presents any going concern issues. The Group is profitable and cash generative and is supported by the revolving credit facility alongside a £100m term loan. As at 28 May 2017 £135.5m was drawn against the combined facility, and therefore there is sufficient headroom to meet the Group's debts as they fall due.

The Directors believe the Group is in a strong financial position due to its profitable operations and strong cash generation and that the Group has adequate resources to continue in operation for the foreseeable future. For this reason, they continue to adopt the going concern basis in preparing the financial statements.

2. Significant accounting policies                                                           

Revenue   

Revenue represents the amounts receivable for goods and services sold through retail outlets in the period which fall within the Group's principal activities, stated net of value added tax.  Revenue is shown net of returns.  Revenue is recognised when the significant risks and rewards of goods and services have been passed to the buyer and can be measured reliably.

Commission from the sale of lottery tickets, electronic phone top-ups and travel tickets is recognised net within turnover, when transactions deriving commissions are completed, as the Group acts as an agent.

In the opinion of the Directors, the Group engages in one principal area of activity, that of operators of convenience and newsagent stores.  Turnover is derived entirely from the United Kingdom.

Cost of sales

Cost of sales consists of all direct costs to the point of sale including warehouse and transportation costs.  Supplier incentives, rebates and discounts are recognised as a credit to cost of sales in the period in which the stock to which the discounts apply is sold.  The accrued value at the reporting date is included in prepayments and accrued income.

Exceptional items

Exceptional items relate to costs or incomes that derive from events or transactions that fall within the normal activities of the Group, but which are excluded from the Group's underlying profit before tax measure due to their size and nature in order to better reflect management's view of the performance of the Group. The underlying profit before tax measure (profit before exceptional items) is not a recognised profit measure under IFRS and may not be directly comparable with adjusted profit measures used by other companies. Details of exceptional items are set out in note 4.

Other operating income

Post Office, rental income, ATM commissions and franchise income are recognised in the consolidated income statement when the services to which they relate are earned.

Goodwill    

Goodwill represents the excess of the fair value of the consideration of an acquisition over the fair value of the Group's share of the net identifiable assets of the acquired subsidiary at the date of acquisition.  Goodwill is recognised as an asset on the Group's balance sheet in the year in which it arises.  Goodwill is not amortised but is tested for impairment at least annually and is stated at cost less any provision for impairment. Any impairment is recognised in the income statement and is not reversed in a subsequent period.

Non-current assets held for sale

Non-current assets are classified as assets held for sale only if available for immediate sale in their present condition, a sale is highly probable and expected to be completed within one year from the date of classification. Such assets are measured at the lower of the carrying amount and fair value less costs to sell and are not depreciated or amortised.

Share capital

Ordinary shares are classified as equity.  Incremental costs directly attributable to the issue of new ordinary shares or options are shown in equity as a deduction, net of tax, from the proceeds.

Share-based payment arrangements

Equity-settled share-based payments to employees and others providing similar services are measured at the fair value of the equity instruments at the grant date. The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Group's estimate of equity instruments that will eventually vest, with a corresponding increase in equity. At the end of each reporting period, the Group revises its estimate of the number of equity instruments expected to vest. The impact of the revision of the original estimates, if any, is recognised in the income statement.

Taxation

Current taxation                                                            

Current tax is provided at amounts expected to be paid using the tax rates and laws that have been enacted or substantively enacted at the balance sheet date.  Current tax is charged or credited to the income statement, except when it relates to items charged to equity or other comprehensive income, in which case the current tax is also dealt with in equity or other comprehensive income respectively.

Deferred taxation

Deferred tax is accounted for on the basis of temporary differences arising from differences between the tax base and accounting base of assets and liabilities.

Deferred tax is recognised for all temporary differences, except to the extent where a deferred tax liability arises from the initial recognition of goodwill or from the initial recognition of an asset or a liability in a transaction that is not a business combination and, at the time of transaction, affects neither accounting profit nor taxable profit.  It is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.

Deferred tax assets are recognised only to the extent that the Directors consider that, on the basis of all available evidence, it is probable that there will be suitable future taxable profits from which the future reversal of the underlying differences can be deducted.

Deferred tax is charged or credited to the income statement, except when it relates to items charged or credited directly to equity or other comprehensive income, in which case the deferred tax is also dealt with in equity or other comprehensive income respectively.

Pensions

The Group operates two defined benefit pension schemes in addition to several defined contribution schemes, which require contributions to be made to separately administered funds.

Defined contribution schemes

Contributions to defined contribution pension schemes are charged to the income statement in the year to which they relate.

Defined benefit schemes

Defined benefit scheme surpluses and deficits are measured at:                                                            

o  The fair value of plan assets at the reporting date; less                                                    

o  Scheme liabilities calculated using the projected unit credit method discounted to its present value using yields available on high quality corporate bonds that have maturity dates approximating to the terms of the liabilities; plus

o  Unrecognised past service costs; less

o  The effect of minimum funding requirements agreed with scheme trustees.

A surplus is recognised where the Group has an unconditional right to the economic benefits in the form of future contribution reductions or refunds.  

Any difference between the interest income on scheme assets and that actually achieved on assets, and any changes in the liabilities over the year due to changes in assumptions or experience within the scheme, are recognised in other comprehensive income in the period in which they arise.

Costs are recognised separately as operating and finance costs in the income statement.  Operating costs comprise the current service cost, any income or expense on settlements or curtailments and past service costs where the benefits have vested.

Past service costs are recognised directly in income unless the changes to the pension scheme are conditional on the employees remaining in service for a specified period of time. In this case, the past service costs are amortised on a straight-line basis over the vesting period.

Finance items comprise the interest on the net defined benefit asset or liability.

3. Segmental analysis and revenue        

In accordance with IFRS 8 'Operating segments' an operating segment is defined as a business activity whose operating results are reviewed by the chief operating decision maker and for which discrete information is available. The chief operating decision maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Board of Directors. The principal activities of the Group are currently managed as one segment. Consequently all activities relate to this segment, being the operation of convenience and newsagent stores in the UK.

An analysis of the Group's revenue is as follows (all continuing operations):                                                    

		26 weeks ended 28 May 2017 £'000 (unaudited)		26 weeks ended 29 May 2016 £'000 (unaudited)		52 weeks ended 27 November 2016 £'000 (audited)
Sale of goods		504,787		469,181		950,403
Property rental income		1,554		1,392		2,985
Other operating income		10,513		10,568		20,162
		12,067		11,960		23,147
Investment revenue		69		9		13
Total revenue as defined in IAS 18		516,923		481,151		973,563

4. Exceptional items

 Due to their significance or one-off nature, certain items have been classified as exceptional as follows:

		26 weeks ended 28 May 2017 £'000 (unaudited)		26 weeks ended 29 May 2016 £'000 (unaudited)		52 weeks ended 27 November 2016 £'000 (audited)
Cost associated with acquiring Co-op stores 1		1,234		-		1,852
(Income)/Costs relating to closure of non-trading sites		(24)		-		334
		1,210		-		2,186
Finance costs associated with acquiring Co-op stores 1		1,107				152
Impairment and onerous lease provisions related to assets held for sale 2		-		-		757
		2,317		-		3,095
Tax effect		234		-		337
		2,551		-		3,432

1.  Cost of acquiring Co-op stores                                                                       

On 13th July 2016 the Group entered into an agreement to purchase 298 convenience stores from the Co-op, for an aggregate consideration of £117m. The acquisition will be integrated during 2017 by Martin McColl Limited, a wholly-owned subsidiary of the Group. The acquisition was approved by the Competition and Markets Authority on 20 December 2016. The exceptionalised costs relate to sunk costs which the Group has incurred during the process, such as legal fees and due diligence fees.                                                                        

2. Assets held for sale                                                               

Following a review of its portfolio in 2015, the Group decided to sell 97 of its newsagents. The Group continues to focus on the strategy of developing and expanding the convenience business and identified these stores as not being part of its long-term planning. Please refer to note 9.                                                                   

5.  Adjusted EBITDA

In order to provide shareholders with a measure of the true underlying performance of the business and to allow a more understandable assessment of its position, the Group makes adjustments to profit before tax. These adjustments are one-off in nature, material by size and are considered to be distortive of the true underlying performance of the business. Exceptional items relate to costs or incomes that derive from events or transactions that fall within the normal activities of the Group, but which are excluded from the Group's underlying profit before tax measure due to their size and nature in order to better reflect management's view of the performance of the Group. The underlying profit before tax measure (profit before exceptional items) is not a recognised profit measure under IFRS and may not be directly comparable with adjusted profit measures used by other companies. Details of exceptional items are set out in note 4.

		26 weeks ended           28 May 2017 £'000 (unaudited)		26 weeks ended         29 May 2016 £'000 (unaudited)		52 weeks ended 27 November 2016 £'000 (audited)
Adjusted EBITDA
Operating profit before exceptional items		8,876		9,589		23,464
Depreciation and amortisation		7,599		7,032		14,305
Impairment of property, plant and equipment and onerous leases		-		-		308
Less: Profit on disposal of fixed assets		(13)		(621)		(1,422)
		16,462		16,000		36,655

6. Taxation

The tax charge for the period was £1.3m (2016: £1.9m), representing a rate of 28.3% (2016: 22.7%). The comparable effective tax rate in 2017 excluding the impact of exceptional items was 21.8%. The difference between the current statutory rate of 20.0% and the effective tax rate excluding the impact of exceptional items of 21.8% in the period is due principally to depreciation of assets not qualifying for tax relief.       

7.  Dividends

The Board has declared an interim dividend of 3.4 pence per share (2016: 3.4 pence). The interim dividend will be paid on 8 September 2017 to those shareholders on the register at the close of business on 11 August 2017.  The payment of this dividend will not have any tax consequences for the Group. The final dividend for 2016, declared and paid was 6.8 pence per share (2015: 6.8 pence).       

8.

Earnings per share

		26 weeks ended 28 May 2017 £'000 (unaudited)		26 weeks ended 29 May 2016 £'000 (unaudited)		52 weeks ended 27 November 2016 £'000 (audited)
Basic weighted average number of shares		115,172,774		104,712,042		108,505,494
Diluted weighted average number of shares		115,172,774		104,712,042		108,505,494
Profit attributable to ordinary shareholders		3,235		6,355		13,916
Basic earnings per share		2.8p		6.1p		12.8p
Diluted earnings per share		2.8p		6.1p		12.8p
Adjusted earnings per share:
Profit attributable to ordinary shareholders		3,235		6,355		13,916
Exceptional items (note 4)		2,317		-		3,095
Tax effect of adjustments		234		-		337
Profit after tax and before exceptional items		5,786		6,355		17,348
Prior year deferred tax adjustment		-		-		(282)
Adjusted profit after tax and before exceptional items		5,786		6,355		17,066
Adjusted earnings per share (pre tax adjustment)		5.0p		6.1p		16.0p
Adjusted earnings per share (post tax adjustment)		5.0p		6.1p		15.7p

9. Assets held for sale

Following a review of its portfolio in 2015, the Group decided to sell 97 of its newsagents. The Group continues to focus on the strategy of developing and expanding the convenience business and identified these stores as not being part of its long-term planning. At the end of financial year November 2016 there were 75 stores remaining. Since then up until period ending 28 May 2017 the Group has sold 9 and removed 18 from the list, leaving 48 remaining at the end of the period.

The Group has treated these assets held for sale under IFRS 5 'Non-current Assets Held for Sale and Discontinued Operations'.

IFRS 5 requires that the Group must not offset the gains and losses compared to fair value of the individual stores. However, on the basis that it is not practical to disclose the remaining 48 individual assets held for sale, these have been disclosed in aggregate.          

			28 May 2017 £'000 (unaudited)		29 May 2016 £'000 (unaudited)			27 November 2016 £'000 (audited)
Assets relating to the properties for sale			4,776		5,662		4,286
Liabilities associated with assets held for sale			(3,375)		(5,287)		(5,137)
Analysis:
Goodwill			-		481		-
Tangible fixed assets			2,183		1,477		890
Inventory			1,852		2,089		2,073
Trade and other receivables			741		1,615		1,323
Assets of the business classified as held for sale			4,776		5,662		4,286
Trade and other payables			(3,197)		(5,287)		(4,840)
Provisions			(178)		-		(297)
			(3,375)		(5,287)		(5,137)
Net assets/(liabilities) of the business classified as held for sale			1,401		375		(851)

10. Business combinations

During the period excluding the Co-op store acquisition the Group made 4 acquisitions, none of which was individually considered material to the Group.  The cash consideration for these acquisitions and the assets acquired are summarised as follows:

			28 May 2017 £'000 (unaudited)		29 May 2016 £'000 (unaudited)		27 November 2016 £'000 (audited)
Tangible fixed assets			930		4,459		5,681
Inventory			-		694		1,758
Goodwill			78		2,887		7,931
Deferred tax asset			215		-		286
Cash consideration			1,223		8,040		15,656

11. Business combination: Acquisition of Co-op stores

On 13 July 2016 management entered into an agreement to purchase 298 convenience stores from the Co-op, for an aggregate consideration of £117m. The acquisition will be integrated during 2017 by Martin McColl Limited, a wholly-owned subsidiary of the Group, by way of asset purchase. The first store was acquired on 30 January 2017 with its first day of trading on 31 January 2017. The Co-op stores acquired are convenience stores operating in the same market as the Group and were acquired in order to grow the existing convenience estate.         

Recognised amounts of identifiable assets acquired and liabilities assumed:			28 May 2017 £'000 (unaudited)
Financial assets			-
Inventory			-
Property, plant and equipment			23,056
Identifiable intangible assets			-
Financial liabilities			(1,874)
Contingent liability			-
Total identifiable assets			21,182
Goodwill			57,487
Deferred tax liability			(3,480)
Total consideration			78,669
Satisfied by :
Cash			78,669
Total consideration transferred			78,669

The goodwill of £57.5m arising from the acquisition represents the difference between consideration transferred, and accounting of fair value of freeholds, fixtures and fittings and provisions relating to stock and dilapidations.

Acquisition accounting will only be completed upon integration of all 298 stores. Until full integration acquisition accounting is incomplete for payables and receivables.

None of the goodwill recognised is expected to be deductible for income tax purposes.

Acquisition-related-costs included in exceptional expenses in the Group plc consolidated income statement for the period ended 28 May 2017 amounted to £2.3 million.

There were no contingent considerations or indemnities as part of the transfer.

12. Borrowings

Details of loans and credit facilities are as follows:
			28 May 2017 £'000 (unaudited)		29 May  2016 £'000 (unaudited)		27 November 2016 £'000 (audited)
Amounts falling due:
In more than two years but not more than five years			135,545		58,000		37,000
Total borrowings			135,545		58,000		37,000
Less: unamortised issue costs			(1,739)		(1,179)		(1,039)
Non-current borrowings			133,806		56,821		35,961

The long-term loans are secured by a fixed charge over the Group's head office property together with a floating charge over the Group's assets.

In July 2016, the Group completed an amended £100m revolving credit facility and £50m accordion. Post CMA clearance the refinancing completed in July 2016 provided a £100m term loan to use for the consideration of the Co-op store acquisition. The current combined facility drawn as at 28 May 2017 is £135.5m (2016: £37m).

Details of loans and hire purchase obligations repayable within two to five years are as follows:          

			28 May 2017 £'000 (unaudited)		29 May 2016 £'000 (unaudited)		27 November 2016 £'000 (audited)
Revolving facility  and term loan available until July 2021			135,545		58,000		37,000
Hire purchase obligations			2,969		1,812		3,346
			138,514		59,812		40,346

13. Net debt

			28 May 2017 £'000 (unaudited)		29 May 2016 £'000 (unaudited)		27 November 2016 £'000 (audited)
Cash at bank and in hand			27,802		17,274		3,757
Loans due:
In more than two years but not more than five years			(135,545)		(58,000)		(37,000)
Total borrowings			(135,545)		(58,000)		(37,000)
Less: unamortised issue costs			1,739		1,179		1,039
			(133,806)		(56,821)		(35,961)
Amounts due under hire purchase obligations			(4,748)		(2,708)		(4,815)
			(138,554)		(59,529)		(40,776)
Net debt			(110,752)		(42,255)		(37,019)

14. Notes to the cash flow statement

			28 May 2017 £'000 (unaudited)		29 May 2016 £'000 (unaudited)		27 November 2016 £'000 (audited)
Profit for the period			3,235		6,355		13,916
Income and expenses not affecting operating cash flows
Depreciation and amortisation			7,599		7,032		14,305
Impairment losses			-		-		415
Income tax			1,278		1,861		3,743
Finance expense			3,222		1,382		2,875
Finance income			(69)		(9)		(13)
Profit on disposal of fixed assets			(13)		(621)		(352)
			15,252		16,000		34,889
Changes in operating assets and liabilities (including assets held for sale)
(Increase)/decrease in trade receivables			(150)		11		(252)
Increase in other receivables			(1,506)		(4,535)		(5,669)
(Increase)/decrease in inventory			(10,443)		1,398		(1,853)
Increase/(decrease) in trade payables			28,506		5,180		(422)
Increase/(decrease) in other payables			4,609		(8,402)		3,629
Decrease in pensions			(384)		(610)		(1,025)
Increase/(decrease) in provisions			755		(325)		(2,504)
Cash generated by operations			36,639		8,717		26,793
Income taxes paid			(2,593)		(1,987)		(5,144)
Net cash provided by operating activities			34,046		6,730		21,649

  Analysis of net debt

			At 29 November 2016		Cash flow		Other non-cash movements		At 28 May 2017
			£'000		£'000		£'000		£'000
Cash and cash equivalent			3,757		24,045		-		27,802
Borrowings			(35,961)		(98,545)		700		(133,806)
Amounts due under hire purchase obligations			(4,815)		67		-		(4,748)
			(37,019)		(74,433)		700		(110,752)

15.    Related party transactions

Only the Directors and senior managers are deemed to be key management personnel. It is the Board which has responsibility for planning, directing and controlling the activities of the Group. All transactions are on an arm's length basis and no period end balances have arisen as a result of these transactions.

There were no material transactions or balances between the Group and its key management personnel or members of their close family.

INDEPENDENT REVIEW REPORT TO MCCOLL'S PLC

​        We have been engaged by the Group to review the condensed set of financial statements in the half-yearly financial report for the 26 week period ended 28 May 2017 which comprises the income statement, the balance sheet, the statement of changes in equity, the cash flow statement and related notes 1 to 15. We have read the other information contained in the half-yearly financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.

​        This report is made solely to the company in accordance with International Standard on Review Engagements (UK and Ireland) 2410 "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Auditing Practices Board.  Our work has been undertaken so that we might state to the company those matters we are required to state to it in an independent review report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company, for our review work, for this report, or for the conclusions we have formed.

​        Directors' responsibilities

​        The half-yearly financial report is the responsibility of, and has been approved by, the Directors.  The Directors are responsible for preparing the half-yearly financial report in accordance with the Disclosure and Transparency Rules of the United Kingdom's Financial Conduct Authority.

​        As disclosed in note 1, the annual financial statements of the Group are prepared in accordance with IFRSs as adopted by the European Union.  The condensed set of financial statements included in this half-yearly financial report has been prepared in accordance with International Accounting Standard 34 "Interim Financial Reporting" as adopted by the European Union.

​        Our responsibility

​        Our responsibility is to express to the Group a conclusion on the condensed set of financial statements in the half-yearly financial report based on our review.

​        Scope of review

​        We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410 "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Auditing Practices Board for use in the United Kingdom. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK and Ireland) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

​        Conclusion

​        Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the half-yearly financial report for the 26 week period ended 28 May 2017 is not prepared, in all material respects, in accordance with International Accounting Standard 34 as adopted by the European Union and the Disclosure and Transparency Rules of the United Kingdom's Financial Conduct Authority.

​        Deloitte LLP

​        Statutory Auditor

​        London, United Kingdom

​        23 July 2017

 

END

 

 

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