Final Results

RNS Number : 3024B

St. Ives PLC

06 October 2015

 

6 October 2015

ST IVES plc

Full Year Results for the 52 weeks ended 31 July 2015

St Ives plc, the international marketing services group, announces preliminary results for the 52 weeks ended 31 July 2015.

Financial Highlights

	52 weeks to 31 July 2015	52 weeks to 1 August 2014 (restated**)	%age change
Underlying* revenue	£344.6m	£327.6m	+5%
Underlying* profit before tax	£33.0m	£29.9m	+10%
Underlying* basic earnings per share	20.32p	18.70p	+9%
Reported profit before tax	£8.7m	£11.9m	-27%
Basic earnings per share	4.35p	8.60p	-49%
Full year dividend	7.80p	7.15p	+9%
Net debt	£62.8m	£42.7m

*  Non-underlying items comprise acquisition costs; restructuring costs; provision releases; operating results of non-continuing sites; net profit on disposal of property, plant and equipment; profit on disposal of subsidiary; consideration required to be treated as remuneration; amortisation or impairment of acquired intangibles; remeasurement of deferred consideration; costs related to the St Ives defined benefits pension scheme and other one-off items.

**             Figures are restated for the 52 Weeks to 1 August 2014 to reclassify the costs related to the St Ives defined benefits pension scheme as non-underlying items.

Business Highlights

·   Strong financial performance for the year, reflecting further growth in Strategic Marketing which contributed 46% (2014 - 37%) of underlying operating profit

·   Important strategic progress across all three drivers of growth:

- Further increase in collaboration, with over 100 clients using services of more than one Group business (2014: 82), including Johnson & Johnson, Carlsberg, Royal Mail and Pizza Express

- Continued international growth, with Incite opening an office in Shanghai and Amaze winning its first major e-commerce project from its new Chicago office; over 30% of Strategic Marketing revenue is now generated from clients based outside UK

- Further carefully screened acquisitions: Chicago-based Solstice Mobile ("Solstice"), a mobile-first marketing & technology business, acquired in March 2015 and integrating well; and Fripp, Sandeman and Partners ("FSP"), a specialist retail property consultancy, acquired since year-end

Matt Armitage, Chief Executive, said:

"This has been a very good year for St Ives, with a strong financial performance driven by further growth from our Strategic Marketing businesses.

"The extent of the growth in collaboration between our businesses, and the increase in international activity for our clients is clear evidence that our strategy is working. At the same time, we have made two further acquisitions with both Solstice and, more recently, FSP adding important new strategic capabilities to our offering.  

"The new financial year has started in line with our expectations, and we continue to invest in our higher margin Strategic Marketing activities. Assuming current market conditions continue, we are confident that we will make further strategic and financial progress during the year ahead."

For further information, please contact:

St Ives plc	020 7928 8844
Matt Armitage, Chief Executive Brad Gray, Chief Financial Officer
MHP Communications	020 3128 8100
John Olsen, Giles Robinson, Gina Bell

Notes to Editors

St Ives is an international marketing services group, made up of a number of successful and dynamic businesses serving leading brands internationally, with offices in the UK, North America, China and Singapore.

We operate not as a single entity but as a group of market leading businesses, each with its own unique value proposition, offering complementary services and collaborating closely with each other wherever this adds value to clients. We work with a large number of leading, international consumer-facing brands across all major sectors - including retail & FMCG, healthcare & pharma, financial services, media, technology, automotive and charity - helping them determine strategic direction, and designing and delivering world-class solutions to match their specific requirements.

Our industry-leading Strategic Marketing businesses have strong capabilities across three specialist high growth areas: data, digital and consulting.

Our Marketing Activation businesses, which deliver marketing communications through a combination of print and in-store marketing services, complement our Strategic Marketing offering and collaborate with them where this adds value to clients.

The Group's strategy for further growth for the marketing services businesses is centred around three key priorities:

·   organic growth through collaboration and investment in our existing brands;

·   internationalisation, often client-led, into large and high growth markets; combined with

·   further acquisitions of complementary, ambitious and growing Strategic Marketing businesses that share our common attributes and ethos.

Our long standing Books business, which is the UK market leader, represents another valuable source of profit and cash generation as we pursue our overall growth strategy.

St Ives employs more than 3,000 people in the UK, North America and Asia, and is listed on the London Stock Exchange (SIV) with a market capitalisation of c£240m. 

Chief Executive's Review

Performance Highlights

The Group has again delivered a strong financial performance for the year.

Underlying Group revenue of £344.6 million was 5% higher than the previous year. The growth was driven by our Strategic Marketing segment, which delivered growth of 4% on an organic basis along with acquisitive growth of 24%. This was partially offset by a 4% decline in our Marketing Activation segment, due to pressure within the grocery retail sector. Revenue within our Books segment was broadly in line with the prior year.

Group underlying profit before tax grew to £33.0 million (2014 - £29.9 million) and underlying basic earnings per share increasing by 9% to 20.32 pence (2014 - 18.70 pence).

These improvements reflect further growth in our Strategic Marketing segment, which contributed 46% (2014 - 37%) of the Group's underlying operating profit during the financial year.

The Board is recommending a final dividend of 5.55 pence, making a full year dividend of 7.80 pence (2014 - 7.15 pence), an increase of 9%, reflecting the Board's confidence in the Group's ability to make further strategic and financial progress during the year ahead.

Once again there was clear evidence of our ability to collaborate across our individual businesses to the benefit of our clients, with the level and quality of internal referrals increasing further during the year. In 2015 more than 100 (2014 - 82) of our clients used the services of more than one business within the Group.

In line with our strategy, during the year we acquired Chicago based Solstice Consulting LLC ("Solstice "), a leading mobile-first marketing and technology business which is integrating well into the Group. Following the year-end we also acquired Fripp, Sandeman and Partners ("FSP"), a specialist retail property consultancy, which will work closely with our Pragma Consulting business, particularly in the airport, travel and commercial space sectors.

The past year also saw continued growth from our international operations. Our market research consultancy, Incite, opened an office in Shanghai, to complement the offices we have opened in New York and Singapore, with the business winning its first new client mandates in the region at the end of the financial year. In addition, Amaze, one of our digital businesses, won its first major e-commerce systems integration project from our newly opened Chicago office.

Our strategy for further growth is centred around three key priorities:

·   organic growth through collaboration and investment in our existing marketing services businesses;

·   internationalisation, primarily client-led, into large and high growth markets; combined with

·   further acquisitions of complementary, ambitious and growing Strategic Marketing businesses, which share our common attributes and ethos.

We have continued to make progress across all three strategic objectives in the year:

 

Collaboration

Our approach is based on cross-thinking as opposed to cross-selling, where collaboration is facilitated and supported rather than forced. Over 100 of our clients currently work with more than one business across the Group, compared to just over 80 in the previous financial year, collaborating on projects for clients including Johnson & Johnson, Carlsberg, Royal Mail and Pizza Express. In the year, we also extended our remit with HSBC, which now engages with six businesses across the Group. In addition, investments have been made in our Occam and Amaze businesses, which culminated with the launch of our digitally-led Customer Relationship Management ("CRM") offering 'Amaze One'.

Internationalisation

Many of our businesses deliver international solutions for clients and we plan to open additional overseas offices where we can identify client-led opportunities. These opportunities must be in large markets or in markets with the potential for significant and sustainable growth. During the year we continued to expand our headcount in both the US and Asia to meet client demand. We also opened an office in Shanghai for Incite, our consumer and market research consultancy. Over 30% of our Strategic Marketing revenue now comes from clients based outside of the UK, compared with 27% in 2014 and 15% in 2013. Seven of our Group businesses, Incite, Pragma, Hive, Amaze, Realise, Branded3 and Solstice, now service clients on an international basis.

 

Acquisitions

An important element of our growth strategy going forward is our continued ability to acquire further complementary marketing services businesses which add value to our existing portfolio and operate in the growth areas we have identified of data, digital and consultancy services. Our acquisition strategy adopts very stringent quantitative, qualitative and financial criteria. We aim to acquire non-competing businesses that support our business model. In addition, any companies we acquire must already enjoy reasonable scale and have management teams looking to execute the next phase of growth, as well as encouraging an entrepreneurial and collaborative culture that fits well with our own. Once acquired, we transition each business into the Group using our well-established and successful integration process. We then work with the management teams to identify and implement the most appropriate initiatives for driving organic growth within the business. This model makes it imperative that there is a clear sharing of values between the Group and any acquired company.

In 2015 we acquired mobile-first marketing & technology business Solstice, which has integrated successfully into St Ives and is performing well, benefitting from and contributing to collaboration opportunities within the Group. Following the year-end, we also acquired FSP, a specialist retail property consultancy, which will work closely with our Pragma Consulting business.

While the Group's strategic focus is on expanding our Strategic Marketing offering, management also recognises the importance of continued investment and innovation in our complementary Marketing Activation segment and separate, long-standing and market leading Books business. These separate divisions not only support growth for the Group as a whole through collaboration, but also represent an additional source of profit and cash generation as we pursue our growth strategy.

Segment Overview

Strategic Marketing

Our Strategic Marketing operations, which represent 32% of Group underlying revenue (2014 - 26%), are organised around three high-growth sectors: Data, Digital and Consulting. .

	2015 £'m	2014 £'m
Data	33.2	35.5
Digital	45.5	27.8
Consulting	32.0	22.9
Underlying Strategic Marketing revenue	110.7	86.2
Underlying Strategic Marketing operating profit	16.3	11.8

 

Data

Our Data businesses - Occam and Response One - represented 30% of Strategic Marketing revenue at £33.2 million (2014 - £35.5 million).

As reported at the half year, revenue within our Data division reduced compared with the previous year due to two factors: a significant one-off software sale within Occam in the previous year and a change in work mix in Response One. While these factors have led to a decrease in revenue in this financial year, they have also led to an increase in margin during the period.

Over the course of the year, Response One has introduced a new analytics proposition and improved its digital capabilities.

In addition, Occam has significantly expanded its remit within Jaguar Land Rover and we are now delivering services into them through both Occam and Amaze One. Occam has also secured a number of new wins, including Car Giant, Healthspan, Sainsbury's Retail Technology Services and the RAC.

 

Digital

This division, which comprises Amaze, Branded3, Realise and Solstice had a good year and contributed £45.5 million (2014 - £27.8 million); 41% of Strategic Marketing revenue.

Amaze has continued to extend its commerce capabilities with a number of significant new client wins throughout the year. It has established a core strength in advising manufacturers who are transacting directly with their consumers for the first time and in the delivery of B2B commerce solutions. Both areas are currently experiencing significant market growth.

Following the launch of Amaze One, the CRM collaboration between Amaze and Occam, highlighted above, the business has progressed well, winning projects for the Arcadia Group and Royal Mail while also extending its CRM remit with Northern Rail.

Branded3 has achieved a number of new business wins throughout the year, securing the search engine optimisation account for First Direct, which further extends our remit within HSBC, as well as winning contracts for Halfords, Chelsea FC and Durham University.

Realise has continued to build its business both within the UK and internationally. Highlights included a digital transformation project for Greyhound in the US and international digital marketing campaigns for Disneyland Parks and Expedia. In addition, Realise has had a number of significant new business wins including Nikon in Europe and Hewlett Packard & Sutter Health in the US.

Our acquisition of Solstice in March 2015 broadened the Group's digital capabilities and enhanced our international credentials. Solstice's offering of mobile product design and engineering services complements St Ives' existing digital businesses and creates significant opportunities for increased collaboration at an international level.

Moving forward, it is our intention to bring our digital businesses closer together in order to collaborate on large scale multi-discipline, multi-territory digital client mandates.

 

Consulting

Our Consulting businesses - Incite, Pragma and Hive - represented 29% of Strategic Marketing revenue at £32.0 million (2014 - £22.9 million).

Incite continues to grow internationally, in response to client demand. It has seen strong growth in New York and Singapore having opened offices in both markets during 2013, and has secured a number of significant new business wins. Following this successful expansion, the business opened an operation in Shanghai this year, winning its first new client mandates in the region at the end of the financial year.

Pragma has also seen an increase in demand for overseas projects. Airports and commercial spaces in particular are high-growth areas, with the business advising on the commercial strategy of New Mexico City International Airport, one of this year's most high profile projects.

Hive, the healthcare communications consultancy we acquired in May 2014, has integrated well into the Group and continues to add new clients to its roster, with substantial wins from three top 20 pharmaceutical companies. Its patient journey mapping proposition is a strong growth driver for the business, with recent new projects wins from Bayer, Novartis and AbbVie. This area is expected to see continued momentum into 2016.

Marketing Activation

Our Marketing Activation segment represented 48% (2014 - 53%) of Group underlying revenue for the year.

	2015 £'m	2014 £'m
Exhibitions and Events	37.6	36.7
Point-of-Sale	73.5	82.4
Print Management	46.3	43.1
Field Marketing	9.6	11.8
Underlying Marketing Activation revenue	167.0	174.0
Underlying Marketing Activation operating profit	10.9	11.4

Our Marketing Activation segment comprises our Exhibitions and Events business, Service Graphics; our Point-of-Sale (POS) specialist, SP Group; our Print Management business, St Ives Management Services (SIMS); and our Field Marketing business, Tactical Solutions.

Trading conditions within Marketing Activation were mixed, with growth in Service Graphics and SIMS offset by a reduction in POS revenue caused by ongoing pressures within the UK grocery retail sector. Despite the overall reduction in revenue we have maintained margins through improved efficiencies and cost reductions.

Within Service Graphics we won new clients during the year such as the Ministry of Defence, Moorfields Eye Hospital and Rolls Royce. Within SIMS we delivered significant growth due to new client wins, including Adidas and Pernod Ricard, as well as securing organic growth from our existing client base.

Despite a difficult year, due to increased competitive pressures within the grocery retail market, Tactical Solutions has also had a number of new business wins over the year, including Revlon and Quorn. We continue to invest in new data and technology capabilities and have recently launched a bespoke data tool, TSeye, to continue to differentiate the business in a crowded market place.

We have also significantly developed our creative marketing and design offering, The Shop, which sits within our SP operation and which has extended our European remit with international client engagements such as Adidas.

In addition, since the end of last year we have re-signed and extended contracts with many of our leading clients. These contract extensions provide an increased level of visibility and a stable foundation for market share growth over the next two to three years.

 

Books

Our market-leading Books business, Clays, represented 20% (2014: 21%) of Group underlying revenue for the year.

	2015 £'m	2014 £'m
Underlying Books revenue	66.9	67.4
Underlying Books operating profit	8.1	8.4

Revenue in Clays was broadly in line with the prior year at £66.9 million (2014 - £67.4 million), with a slight decrease in margins.

Clays is the market leader in UK trade monochrome book production services and continues to extend its range of value-added services to the publishing market through digital and supply chain-related investment. This has included the introduction of a new self-publishing service that is seeing rapid volume growth.

As reported at the half year, sentiment within the physical book market has improved, with eReader penetration appearing to have levelled off within the UK and the US and with physical book volumes stable for the first time in a number of years.

During the year we reached agreement with Penguin Random House, the UK's largest trade publisher, to provide 100% of their UK monochrome book production under a new multi-year contract. This represents a significant market share gain for the business and, along with a number of other recent contract wins and extensions, secures approximately 80% of Clays' workload for the next three to six years.

Outlook

The new financial year has started in line with our expectations. We continue to encourage and facilitate significant opportunities for collaboration across our individual businesses and there is further scope to expand our higher margin Strategic Marketing activities both organically and through acquisition over the coming year. We will continue to invest in our growing operations and client offering in the US and Asia, as well as in our recent acquisitions, Solstice and FSP.

The outlook for our Marketing Activation businesses remains challenging, impacted by the competitive trading conditions in the UK grocery retail sector, which are expected to continue this year. However, this business segment remains profitable and cash generative for the Group, as does our market-leading Books business. Both segments have recently benefitted from a number of contract wins or extensions which help to provide an enhanced level of stability. This, together with our strong balance sheet, leaves St Ives well positioned to pursue further acquisitions of complementary, ambitious and growing Strategic Marketing businesses which share our common attributes and ethos.

As a Group, we are clear on our growth priorities and are confident that, assuming current market conditions continue, St Ives will make further strategic and financial progress during the year ahead.

 

Matt Armitage

Chief Executive

6 October 2015

Financial Overview

Overview

The Group has delivered a strong financial performance for the full year, with growth in both underlying revenue and underlying profit, and with recent acquisitions making a significant contribution to the Group's results.

The Group's total revenue for the period increased by 4% from £330.7 million to £344.6 million. Reported profit before tax decreased from £11.9 million to £8.7 million with reported basic earnings per share decreasing from 8.60 pence to 4.35 pence. This decrease in reported results is the result of an increase in non-underlying items, largely driven by the acquisitions made during the year.

The following Financial Review focuses on the underlying results of the Group which, in management's view, best reflect how the business is managed and show the performance in a consistent manner. The underlying results remove the impact of non-underlying items which include acquisition costs, restructuring costs, provision releases, operating results of non-continuing sites, net profit on disposal of property, plant and equipment, profit on disposal of subsidiary, consideration required to be treated as remuneration, amortisation or impairment of acquired intangibles, remeasurement of deferred consideration, costs related to St Ives defined benefits pension scheme and other one-off items.

As a result of the reallocation of resources and a change in the Group's internal reporting, we have redefined our segments as Strategic Marketing, Marketing Activation and Books. Comparatives have been restated to reflect the reclassification of reporting segments for the 52 weeks to 1 August 2014. A full explanation of our segmental reporting disclosures can be found in note 2

Prior year figures have been restated to classify the costs related to St Ives defined benefits pension scheme as non-underlying items (note 5).

Revenue

Underlying revenue increased by £17.0 million (5%) to £344.6 million. After equalising the effect of acquisitions made, during the current and prior year, growth from acquisitions was 6% offset by a 1% organic decline. The organic growth within our Strategic Marketing segment has been offset by a decline in the Marketing Activation segment and, to a lesser extent, the Books segment.

Underlying revenue from our Strategic Marketing segment increased from £86.2 million to £110.7 million, an increase of 28%, as a result of recent acquisitions and organic growth.  The growth was split between organic growth of 4% and acquisition growth of 24%. Organic growth in the current year was adversely impacted by a one-off software licence sale recorded within our Data division in the prior year of £2.4 million.

Underlying revenue from our Marketing Activation segment decreased by 4% from £174.0 million to £167.0 million primarily, due to the structural changes and pressures in the retail grocery market. This has impacted our POS business, SP Group and our Field Marketing business, Tactical Solutions.

Revenue from our Books segment was broadly in line with the prior year at £66.9 million (2014 - £67.4 million).

Gross profit margin and underlying profitability

The Group's underlying gross profit margin improved from 31% to 33% primarily as a result of the increased mix from our Strategic Marketing segment, which carries a higher gross profit margin.

Underlying profit from operations increased by 12% from £31.5 million to £35.4 million with the operating margin remaining at 10% of revenue.

Underlying profit from operations in our Strategic Marketing segment increased by 38% from £11.8 million to £16.3 million with an operating margin of 15% (2014 - 14%). This includes full year contributions from Realise Limited and The Health Hive Group Limited, which were acquired in the prior year and a contribution from Solstice which was acquired in March 2015. The improvement in operating margin has been as a result of the acquisition of higher margin businesses and the change of mix within our Data businesses where, although the revenue has decreased, underlying operating profit has been maintained.

Underlying profit from operations in our Marketing Activation segment has decreased by 4% from £11.4 million to £10.9 million with an operating margin of 7% (2014 - 7%). Despite the fall in revenue, the Group was able to maintain its operating margin through a combination of further rationalisation and improved efficiency. During the period the Group closed its print operation at its Burnley site and to improve efficiency transferred some operations and equipment to other Group sites. The cost of £1,297,000 is recorded as a non-underlying item (note 3).

Underlying profit from operations in our Books segment decreased by 4% from £8.4 million to £8.1 million, with an operating margin of 12% (2014 - 13%). In March 2015 the Book business entered into a multi-year contract with Penguin Random House to produce all of its UK monochrome books. The transfer of production from the previous supplier is split into two tranches; the first took place in January 2015; and the final tranche will be transferred in January 2016. As a result of this increased business, we have invested in additional equipment and people to fulfil the contract.

Acquisitions

In March 2015 the Group acquired Solstice, a Chicago-based digital business specialising in mobile-first digital product design and engineering services. The initial consideration of £24.7 million was payable in the form of cash and St Ives plc shares.

In August 2015 the Group acquired FSP, a specialist retail property consultancy. The consideration was payable in the form of cash and St Ives plc shares.

The deferred consideration paid in the year for acquisitions made in prior years totalled £15.6 million (2014 - £4.8 million).

The Group, where possible, has issued shares from Treasury to satisfy the share element of initial and deferred consideration.

Tax

The Group's tax rate on the underlying profit before tax was 21.3% (2014 - 23.4%). A significant proportion of the Group's profit is generated and taxed in the UK and the UK Corporation tax rate fell from 21% to 20% this year. The total underlying tax charge is £7.0 million (2014 - £7.1 million).

Corporation tax of £6.3 million (2014 - £3.7 million) was paid in the UK.

Dividend

The Board is recommending a final dividend of 5.55p per ordinary share (2014 - 5.00p), giving a full year dividend of 7.80p (2014 - 7.15p), an increase of 9% on 2014. The dividend is covered 2.6 times by underlying earnings and will be paid on 22 December 2015 to shareholders on the register at 27 November 2015, with an ex-dividend date of 26 November 2015.

Pensions

The Trustees of the Group's defined benefits pension scheme completed an actuarial valuation of the Scheme as at 30 April 2013 that was updated to 31 July 2015. The Group will continue to make deficit funding contributions of £2.0 million per annum and a contribution of £0.4 million per annum (2014 - £0.4 million) towards the costs of administration.

The IAS 19 (Employee Benefits) accounting deficit of the Scheme at 31 July 2015 was £27.6 million (2014 - £9.8 million). The deficit has increased as a result of an increase in the liabilities of the scheme, caused by a decrease in the discount rate used to value the liabilities and an increase in the inflation rate.

In line with legislation that came into effect on 1 October 2012, the Group is continuing the process of automatically enrolling eligible UK employees into a qualifying pension scheme. The charge for the year for the Group's defined contribution schemes was £3.8 million (2014 - £2.8 million).

Cashflow

Cash generated from operations was £35.5 million (2014 - £31.2 million). Total capital expenditure was £6.1 million (2014 - £11.7 million) and included new capital of £3.5 million in the Books segment to meet the additional volume generated by the Penguin Random House contract; a further £1.1 million of maintenance capital and the development of Tactical Solutions data offering in Marketing Activation; and other expenditure of £1.5 million in Strategic Marketing and St Ives plc.

Debt

The Group negotiated a new revolving credit facility with its existing two banks for a term of four years expiring on 23 March 2019 and with the ability to extend the term for a further year. The facility was increased from £90.0 million to £115.0 million.

Net debt increased during the year from £42.7 million to £62.8 million. At 31 July 2015, St Ives had drawn £79.2 million on its bank credit facility, leaving an unutilised commitment of £35.8 million. The Group had cash in hand of £16.4 million.

Our policy is to maintain prudent leverage ratios. At 31 July 2015 the ratio of net debt to EBITDA, before non-underlying items, was 1.4 times as shown below:

	2015 £'m	2014 £'m
Net debt	62.8	42.7
EBITDA before non-underlying items	43.4	39.3
	1.4	1.1

 

 

Brad Gray

Chief Financial Officer

6 October 2015

Condensed Consolidated Income Statement

52 weeks to 31 July 2015

52 weeks to1 August 2014 (restated**)

	Note	Underlying £'000	Non-underlying* £'000	Total £'000	Underlying £'000	Non-underlying* £'000	Total £'000
Revenue	2	344,553	-	344,553	327,587	3,097	330,684
Cost of sales		(229,654)	-	(229,654)	(224,755)	(3,049)	(227,804)
Gross profit		114,899	-	114,899	102,832	48	102,880
Selling costs		(23,569)	(210)	(23,779)	(21,855)	(396)	(22,251)
Administrative expenses		(56,047)	(23,993)	(80,040)	(49,346)	(19,879)	(69,225)
Share of results of joint ventures		(88)	-	(88)	(120)	-	(120)
Other operating income		180	541	721	23	2,185	2,208
Profit/(loss) from operations	2	35,375	(23,662)	11,713	31,534	(18,042)	13,492
Pension finance (charge)/credit		-	(373)	(373)	-	57	57
Other finance costs		(2,398)	(213)	(2,611)	(1,666)	-	(1,666)
Profit/(loss) before tax		32,977	(24,248)	8,729	29,868	(17,985)	11,883
Income tax (charge)/credit	4	(7,014)	3,841	(3,173)	(6,986)	5,608	(1,378)
Net profit/(loss) for the period		25,963	(20,407)	5,556	22,882	(12,377)	10,505
Attributable to:
Shareholders of the parent company		25,963	(20,407)	5,556	22,879	(12,362)	10,517
Non-controlling interests		-	-	-	3	(15)	(12)
		25,963	(20,407)	5,556	22,882	(12,377)	10,505
Basic earnings per share (p)	7	20.32	(15.97)	4.35	18.70	(10.10)	8.60
Diluted earnings per share (p)	7	19.82	(15.58)	4.24	18.10	(9.78)	8.32

* Non-underlying items comprise: acquisition costs; restructuring costs; provision releases; operating results of non-continuing sites; net profit on disposal of property, plant and equipment; profit on disposal of subsidiary; consideration required to be treated as remuneration; amortisation of acquired intangibles; remeasurement of deferred consideration; costs related to the St Ives defined benefits pension scheme and other one-off items (note 3).

** Figures are restated for the 52 Weeks to 1 August 2014 to reclassify the costs related to the St Ives defined benefits pension scheme as non-underlying items (note 5).

Condensed Consolidated Statement of Comprehensive Income

	52 weeks to 31 July 2015  £'000	52 weeks to 1 August 2014  £'000
Profit for the period	5,556	10,505
Items that will not be reclassified subsequently to profit or loss:
Actuarial losses on defined benefits pension scheme	(19,691)	(11,677)
Tax credit on items taken directly to equity	3,925	2,366
	(15,766)	(9,311)
Items that may be reclassified subsequently to profit or loss:
Transfer of losses on available for sale financial asset - Items reclassified to Consolidated Income Statement	1,540	-
Transfers of losses on cash flow hedges to hedged items	60	50
Losses on cash flow hedges	(127)	(60)
Losses on available for sale financial asset	-	(1,540)
Tax credit on items taken directly to equity	-	13
	1,473	(1,537)
Other comprehensive expense for the period	(14,293)	(10,848)
Total comprehensive expense for the period	(8,737)	(343)
Attributable to:
Shareholders of the parent company	(8,737)	(331)
Non-controlling interests	-	(12)
	(8,737)	(343)

Condensed Consolidated Statement of Changes in Equity

	Share capital £'000	Additional paid-in capital*** £'000	ESOP reserve £'000	Treasury shares £'000	Share option reserve  £'000	Hedging and translation reserve £'000	Other reserves £'000	Retained earnings £'000	Non-controlling interest £'000	Total £'000
Balance at 3 August 2013	12,171	51,865	(200)	(62)	6,269	(74)	57,798	77,941	279	148,189
Profit/(loss) for the period	-	-	-	-	-	-	-	10,517	(12)	10,505
Other comprehensive income/(expense) for the period	-	-	-	-	-	3	3	(10,851)	-	(10,848)
Comprehensive income/ (expense) for the period	-	-	-	-	-	3	3	(334)	(12)	(343)
Dividends	-	-	-	-	-	-	-	(8,170)	-	(8,170)
Acquisitions	311	925	-	1,030	-	-	1,955	(1,526)	(267)	473
Transfer of share-based contingent consideration deemed as remuneration	35	444	-	396	(3,687)	-	(2,847)	3,688	-	876
Exchange differences	-	-	-	-	-	37	37	-	-	37
Purchase of own shares	-	-	(235)	(3,169)	-	-	(3,404)	-	-	(3,404)
Recognition of share-based payments	-	-	424	1,642	4,427	-	6,493	(823)	-	5,670
Tax on share-based payments	-	-	-	-	190	-	190	799	-	989
Balance at 1 August 2014	12,517	53,234	(11)	(163)	7,199	(34)	60,225	71,575	-	144,317
Profit for the period	-	-	-	-	-	-	-	5,556	-	5,556
Other comprehensive expense for the period	-	-	-	-	-	(67)	(67)	(14,226)	-	(14,293)
Comprehensive expense for the period	-	-	-	-	-	(67)	(67)	(8,670)	-	(8,737)
Dividends	-	-	-	-	-	-	-	(9,455)	-	(9,455)
Acquisitions	213	1,731	-	845	-	-	2,576	(917)	-	1,872
Transfer of share-based contingent consideration deemed as remuneration	144	249	-	956	(4,437)	-	(3,232)	3,810	-	722
Exchange differences	-	-	-	-	-	528	528	-	-	528
Purchase of own shares	160	-	(382)	(2,458)	-	-	(2,840)	-	-	(2,680)
Recognition of share-based payments	55	307	393	-	4,467	-	5,167	1,204	-	6,426
Tax on share-based payments	-	-	-	-	(456)	-	(456)	345	-	(111)
Balance at 31 July 2015	13,089	55,521	-	(820)	6,773	427	61,901	57,892	-	132,882

*** Additional paid-in capital represents share premium, merger reserve and capital redemption reserve

Condensed Consolidated Balance Sheet

.

	Note	31 July 2015 £'000	1 August 2014 £'000
Assets
Non-current assets
Property, plant and equipment		48,242	53,360
Goodwill		137,488	123,254
Other intangible assets		45,652	43,981
Available for sale		3	2
Investment in joint venture		109	11
Deferred tax assets		139	-
Other non-current assets		1,086	671
		232,719	221,279
Current assets
Inventories		6,579	5,732
Trade and other receivables		75,945	79,554
Derivative financial instruments		165	18
Asset held for sale		412	-
Cash and cash equivalents		16,392	12,336
		99,493	97,640
Total assets		332,212	318,919
Liabilities
Current liabilities
Obligations under finance leases		-	11
Trade and other payables		71,070	76,885
Derivative financial instruments		4	14
Income tax payable		355	1,786
Deferred consideration payable		4,879	12,587
Deferred income		6,976	5,927
Provisions		408	1,276
		83,692	98,486
Non-current liabilities
Loans		79,225	55,000
Obligations under finance leases		-	17
Retirement benefits obligations	8	27,597	9,833
Deferred consideration payable		3,487	1,406
Other non-current liabilities		698	-
Provisions		1,732	1,273
Deferred income		81	-
Deferred tax liabilities		2,818	8,587
		115,638	76,116
Total liabilities		199,330	174,602
Net assets		132,882	144,317
Equity
Capital and reserves
Share capital		13,089	12,517
Other reserves		61,901	60,225
Retained earnings		57,892	71,575
Total equity		132,882	144,317

These financial statements were approved by the Board of Directors on 6 October 2015.

Condensed Consolidated Cash Flow Statement

	Note	52 weeks to 31 July 2015  £'000	52 weeks to 1 August 2014  £'000
Operating activities
Cash generated from operations	10	35,510	31,216
Interest paid		(2,398)	(1,598)
Income taxes paid		(6,595)	(3,711)
Net cash generated from operating activities		26,517	25,907
Investing activities
Purchase of property, plant and equipment		(5,542)	(11,108)
Purchase of other intangibles		(533)	(566)
Proceeds on disposal of property, plant and equipment		4,751	1,236
Acquisition of subsidiaries, net of cash acquired		(19,854)	(35,214)
Deferred consideration paid for acquisitions made in prior period		(14,626)	-
Disposal proceeds of subsidiaries, net of cash disposed		-	3,289
Investment in financial assets		-	(158)
Net cash used in investing activities		(35,804)	(42,521)
Financing activities
Dividends paid	6	(9,455)	(8,170)
Purchase of treasury shares		(2,680)	(3,404)
Decrease in finance lease obligations		(28)	(48)
Increase in bank loans		24,225	25,000
Net cash generated from financing activities		12,062	13,378
Net increase/(decrease) in cash and cash equivalents		2,775	(3,236)
Cash and cash equivalents at beginning of the period		12,336	15,581
Effect of foreign exchange rate changes		1,281	(9)
Cash and cash equivalents at end of the period		16,392	12,336

Notes to the Condensed Consolidated Financial Statements

1. Basis of preparation

The preliminary results have been prepared on the basis of the accounting policies as set out in the Group's Annual Report and Accounts 2015.

The financial information set out in the preliminary results does not comprise statutory accounts for the purpose of section 434 of the Companies Act 2006 in respect of the period ended 31 July 2015 and 1 August 2014.

The financial information for the period ended 31 July 2015 has been extracted from the Group's 2015 statutory accounts for that period which have been prepared on a going concern basis and in accordance with the recognition and measurement principles of International Financial Reporting Standards as adopted by European Union ('IFRS') and those parts of the Companies Act 2006 applicable to companies reporting under IFRS. The 2015 statutory accounts will be delivered to the Registrar of Companies following the Company's 2015 Annual General Meeting.

The financial information for the period ended 1 August 2014 has been extracted from the Group's statutory accounts for that period which have been delivered to the Registrar of Companies with the exception of the restated amounts as disclosed in note 2 and note 5. The Auditor's report on both the Group's 2015 and 2014 statutory accounts were unqualified and did not contain statements under sections 498(2) or 498(3) of the Companies Act 2006 in respect of the 2015 and 2014 statutory accounts.

2. Segmental reporting

The Group manages its business on a market segment basis, based on the Group's internal reporting to the Chief Operating Decision Maker ("CODM"). The CODM has been determined to be the Chief Executive Office and Chief Financial Officer as they are primarily responsible for the allocation of resources to the segments and the assessment of performance of the segments.

As a result of the reallocation of resources and a change in the Group's internal reporting, the segments have been redefined as Strategic Marketing, Marketing Activation and Books.

The Strategic Marketing segment comprises all the businesses that were previously reported under the Marketing Services segment other than the Field Marketing business which is now reported under the Marketing Activation segment. The Strategic Marketing segment comprises the Data, Digital and Consulting businesses.

The Marketing Activation segment includes the Field Marketing business, and all the Group's Marketing Print businesses that were previously reported under the Print Services segment other than Clays which is now reported under the Books segment. The Marketing Activation segment comprises the Group's Exhibitions and Events, Point-of-sale, Print Management and Field Marketing businesses

The Books segment comprises Clays that was previously reported under the Print Services segment.

Corporate costs are allocated to revenue generating segments as this presentation better reflects their profitability.

Comparatives have been restated to reflect the reclassification of reporting segments for the 52 weeks to 1 August 2014.

Business segments

52 weeks to 31 July 2015

	Strategic Marketing £'000	Marketing Activation £'000	Books £'000	Total £'000
Revenue
External sales	107,084	170,494	66,975	344,553
Group sales	4,639	9,822	28	14,489
Eliminations	(1,033)	(13,346)	(110)	(14,489)
Underlying revenue	110,690	166,970	66,893	344,553
Result
Result before non-underlying items	16,340	10,947	8,088	35,375
Non-underlying items	(16,983)	(4,719)	(1,960)	(23,662)
(Loss)/profit from operations	(643)	6,228	6,128	11,713
Pension finance charge				(373)
Finance costs				(2,611)
Profit before tax				8,729
Income tax charge				(3,173)
Profit for the period				5,556

52 weeks to 1 August 2014 (Restated)

	Strategic Marketing £'000	Marketing Activation £'000	Books £'000	Total £'000
Revenue
External sales	81,804	178,329	67,454	327,587
Group sales	4,448	231	18	4,697
Eliminations	(65)	(4,545)	(87)	(4,697)
Underlying revenue	86,187	174,015	67,385	327,587
Non-underlying revenue	-	3,097	-	3,097
Total revenue	86,187	177,112	67,385	330,684
Result
Result before non-underlying items	11,787	11,356	8,391	31,534
Non-underlying items	(14,421)	(2,906)	(715)	(18,042)
(Loss)/profit from operations	(2,634)	8,450	7,676	13,492
Pension finance credit				57
Finance costs				(1,666)
Profit before tax				11,883
Income tax charge				(1,378)
Profit for the period				10,505

Geographical segments

The Strategic Marketing, Marketing Activation and Books business segments operate primarily in the UK, with the Group deriving 90% of its revenue and profits from operations and customers located in the UK.

3. Non-underlying items

Non-underlying items disclosed on the face of the Condensed Consolidated Income statement are as follows:

Expense/(income)	2015 £'000	2015 £'000	2014 £'000	2014 £'000
Restructuring items
Redundancies and other charges	2,408		1,534
Impairment of property, plant and equipment	-		824
Costs associated with empty properties	671		738
Provision releases	-		(45)
Profit on disposal of property, plant and equipment	(541)		(840)
Net profit on disposal of a subsidiary	-		(883)
Operating losses from non-continuing sites	-		441
Remaining other non-underlying income	-		(149)
		2,538		1,620
St Ives defined benefits pension scheme costs
Adiministrative costs	562		547
Other	268		-
		830		547
Acquisition costs
Amortisation of acquired intangibles	7,827		6,125
Impairment of available for sale asset	1,540		-
Impairment of acquired intangibles and goodwill	1,470		1,234
Costs associated with the acquisition and setup of subsidiaries	686		947
Contingent consideration required to be treated as remuneration	6,233		7,569
Increase in deferred consideration	2,538		-
		20,294		15,875
Non-underlying items before interest and tax		23,662		18,042
Net pension finance (charge)/credit in respect of defined benefit pension scheme	373		(57)
Accelerated amortisation of bank arrangement fees	213		-
		586		(57)
Non-underlying items before tax		24,248		17,985
Income tax credit		(3,841)		(5,608)
		20,407		12,377

The restructuring items in the current period include costs relating to the closure of the Burnley site of £1,297,000, redundancy costs of £764,000 relating to the restructuring of the former Print Services segment to the Marketing Activation segment and costs relating to empty properties of £671,000. These costs are recorded within the Marketing Activation segment. Redundancy costs of £347,000 were recorded in the Strategic Marketing segment.

Profit on disposal of property, plant and equipment includes £411,000 relating to the sale of a property recorded within the Books segment, and a net gain of £159,000 from the sale of properties in Blackburn, Leeds and Plymouth relating to the Marketing Activation segment. A loss of £29,000 on disposal of assets related to the closure of Burnley site was recorded within Marketing Activation segment.

Charges related to the amortisation of acquired customer relationships, proprietary techniques, trademarks and software intangibles of £7,143,000 and £684,000 were recorded in the Strategic Marketing and Marketing Activation segments respectively. Contingent consideration of £6,233,000 in respect of acquisitions required to be treated as remuneration rather than consideration and additional deferred consideration in respect of the acquisitions of £2,538,000 are both recorded within the Strategic Marketing segment.

The impairment charge of £1,470,000 relates to an impairment of goodwill of £296,000; and to customer relationship assets of £1,174,000, where there has been a higher level of customer churn in the Field Marketing business. An impairment charge of £1,540,000 was recorded on the disposal of the Group's investment in Easypress Limited for a nominal amount in July 2015 and is included within Books Segment.

The St Ives defined benefits pension scheme administrative expenses were recorded in the Books segment. The prior period figures have been restated to reflect the change in the classification of the St Ives defined benefits pension scheme charges to non-underlying items (note 5).

The Group conducted a project to offer those members of the St Ives defined benefits pension scheme over the age of 55 independent advice on their pension options. These costs of £268,000 have been treated as a non-underlying item.

In the current period, the tax credit relates to the items discussed above.

4. Income tax charge

Income tax on profit as shown in the Consolidated Income Statement is as follows:

	2015 £'000	2014 £'000
Total current tax charge/(credit) at 19.86% (2014 -  22.33%):
Current period	6,114	6,938
Adjustments in respect of prior periods	(19)	(3,982)
Total current tax charge	6,095	2,956
Deferred tax on origination and reversal of temporary differences:
Deferred tax credit	(2,411)	(1,660)
Adjustments in respect of prior periods	(511)	82
Total deferred tax credit	(2,922)	(1,578)
Total income tax charge	3,173	1,378

Income tax charge on the profit before and after non-underlying items is as follows:

	2015 £'000	2014 £'000
Tax charge on profit before non-underlying items	7,014	6,986
Tax credit on non-underlying items	(3,841)	(5,608)
Total income tax charge	3,173	1,378

The charge can be reconciled to the profit before tax per the Consolidated Income Statement as follows:

	2015 £'000	2014 £'000
Profit before tax	8,729	11,883
Tax calculated at a rate of 19.86% (2014 - 22.33%)	1,734	2,653
Non-deductible charges on impairment of assets	664	147
Expenses not deductible for tax purposes	2,564	2,718
Non-taxable income	(363)	(422)
Effect of change in UK corporate tax rate	80	188
Adjustments in respect of prior periods	(530)	(3,899)
Movement in deferred tax on industrial buildings	(976)	-
Utilisation of tax losses	-	(7)
Total income tax charge	3,173	1,378

Income tax loss as shown in the Consolidated Statement of Comprehensive Income is as follows:

	2015 £'000	2014 £'000
United Kingdom corporation tax credit at 20.67% (2014 - 22.33%)	(479)	(447)
Deferred tax on origination and reversal of temporary differences	(3,446)	(1,932)
Total income tax credit	(3,925)	(2,379)

Income tax credit as shown in the Statement of Changes in Equity is as follows:

	2015 £'000	2014 £'000
United Kingdom corporation tax credit at 20.67% (2014 - 22.33%)	345	799
Deferred tax on origination and reversal of temporary differences	(456)	190
Total income tax credit	(111)	989

5. Restatement

The Group operates a defined benefits pension scheme ("the Scheme") which was closed to new entrants from 6 April 2002 and closed to future benefits accrual with effect from 31 August 2008. At the period end, 7% of the Group's employees were deferred members of the Scheme. The Group has closed and sold a number of businesses that were participating employers of the Scheme and has made eleven acquisitions since June 2010 that are not participating employers. As a result, the board has concluded that the Scheme income and expenses do not relate to the underlying trading activities of the Group. Furthermore, the underlying assumptions used in the Scheme's valuation are determined by reference to external market data (notably discount and inflation rates) that are outside the Group's control and can vary significantly between periods. Therefore, the accounting policy for the Group was amended to reclassify the Scheme income and expenses as non-underlying items (note 3).

The impact of the prior period adjustments on the previously reported Consolidated Income Statement are summarised as follows:

52 Weeks to 1 August 2014

	Previously Reported	Adjustments	Restated
	£'000	£'000	£'000
Administrative expenses - underlying items	(49,893)	547	(49,346)
Administrative expenses - non-underlying items	(19,328)	(547)	(19,875)
Interest income - underlying items	13,054	(13,054)	-
Finance cost - underlying items	(14,663)	12,997	(1,666)
Net pension finance credit	-	57	57
Net profit attributable to:
Shareholders of the parent company - underlying items	22,389	490	22,879
Shareholders of the parent company - non-underlying items	(11,872)	(490)	(12,362)
Underlying basic earnings per share (p)	18.30	0.40	18.70
Non-underlying items (p)	(9.70)	(0.40)	(10.10)
Basic earnings per share (p)	8.60	-	8.60
Underlying diluted earnings per share (p)	17.71	0.39	18.10
Non-underlying items (p)	(9.39)	(0.39)	(9.78)
Diluted earnings per share (p)	8.32	-	8.32

6. Dividends

	per share	2015 £'000	2014 £'000
Final dividend paid for the 53 weeks ended 2 August 2013	4.50p	−	5,570
Interim dividend paid for the 26 weeks ended 31 January 2014	2.15p	−	2,600
Final dividend paid for the 52 weeks ended 1 August 2014	5.00p	6,590	−
Interim dividend paid for the 26 weeks ended 30 January 2015	2.25p	2,865	−
Dividends paid during the period		9,455	8,170
Proposed final dividend at the period end of 5.55p per share (2014 - 5.00p per share)	5.55p	7,239	6,590

7. Earnings per share

The calculation of the basic and diluted earnings per share is based on the following:

Number of shares

	2015 '000	2014 '000
Weighted average number of ordinary shares for the purposes of basic earnings per share	127,784	122,318
Effect of dilutive potential ordinary shares:
Share options	3,232	4,088
Weighted average number of ordinary shares for the purposes of diluted earnings per share	131,016	126,406

Basic and diluted earnings per share

52 Weeks to 31 July 2015

52 Weeks to 1 August 2014

	Earnings £'000	Earnings per share pence	Earnings £'000	Earnings per share pence
Earnings and basic earnings per share from continuing activities
Underlying earnings and underlying earnings per share (restated note 5)	25,963	20.32	22,879	18.70
Non-underlying items (restated note 5)	(20,407)	(15.97)	(12,362)	(10.10)
Earnings and basic earnings per share	5,556	4.35	10,517	8.60
Earnings and diluted earnings per share from continuing activities
Underlying earnings and underlying earnings per share (restated note 5)	25,963	19.82	22,879	18.10
Non-underlying items (restated note 5)	(20,407)	(15.58)	(12,362)	(9.78)
Earnings and diluted earnings per share	5,556	4.24	10,517	8.32

Underlying earnings is calculated by adding back non-underlying items, as adjusted for tax, to the profit for the period.

8. Retirement benefits

The net obligation in respect of retirement benefit obligations of £27,597,000 at 31 July 2015 has increased compared to 1 August 2014 (£9,833,000) primarily due to a lower discount rate and increased inflation rate.

9. Acquisition

On 17 March 2015, the Group acquired 100% of all the issued stock of Solstice, a mobile-first marketing and technology business. Goodwill arising on the acquisition relates to the value of future growth from new customers and of the assembled workforce.

The provisional allocation of the purchase price payable for Solstice is as follows:

	Historical net assets £'000	Fair value adjustments £'000	Fair value of net assets £'000
Proprietary techniques	-	8,992	8,992
Customer relationships	-	1,694	1,694
Trademarks	-	961	961
Property, plant and equipment	285	-	285
Trade and other receivables	4,152	-	4,152
Bank balances and cash	645	-	645
Trade and other payables	(1,459)	-	(1,459)
Deferred tax liabilities	-	(4)	(4)
Net assets acquired	3,623	11,643	15,266
Goodwill arising on acquisition			12,830
Total consideration			28,096

The fair value of the components of the total consideration payable is as follows:

			£'000
Cash consideration payment in the current period			18,960
Fair value of 417,294 St Ives plc ordinary shares allocated from treasury shares as at 17 March 2015			860
Fair value of 2,125,254 St Ives plc ordinary shares issued as at 17 March 2015			3,880
Working capital payment in the current period			1,539
Working capital and future consideration payable in cash and shares			5,114
Less consideration treated as deemed remuneration			(2,257)
Total consideration			28,096

The acquisition had the following impact on investing cash outflows in the current period:

			£'000
Cash paid			20,499
Less cash acquired			(645)
Net cash outflow			19,854

At the acquisition date, it was estimated that all the trade and other receivables were collectible.

Estimated deferred consideration is payable in three tranches which are dependent upon the level of EBITDA achieved by Solstice and its subsidiaries for the calendar years ending 2015, 2016 and 2017. The total consideration payable is capped at £50,000,000 excluding a working capital adjustment of £1,900,000.

The post-acquisition impact of Solstice on the Group's revenue and operating profit are as follows:

	2015 £'000
Revenue	8,416
Operating profit	1,570

Had Solstice been acquired at the beginning of the current period, it would have the following incremental impact on the Group's revenue and operating profit in the current period.

	Pro Forma 2015 £'000
Revenue	10,061
Operating profit	1,357

10. Notes to the condensed consolidated cash flow statement

Reconciliation of cash generated from operations

	2015 £'000	2014 £'000
Profit from continuing operations	11,713	13,492
Adjustments for:
Depreciation of property, plant and equipment	7,201	7,428
Share of losses from joint venture	88	120
Impairment losses	3,009	2,058
Amortisation of intangible assets	8,690	6,879
Profit on disposal of property, plant and equipment	(721)	(863)
Profit on disposal of a subsidiary	-	(1,345)
Increase/(decrease) in deferred income	1,132	(1,496)
Share-based payment charge	908	1,159
Settlement of share based payments	541	344
Increase in derivatives	(67)	(4)
Decrease in defined benefits pension scheme	(2,325)	(1,703)
Payment of deemed remuneration	(975)	-
Remeasurement of  deferred consideration	2,538	-
Increase in contingent consideration required to be treated as remuneration	6,233	4,885
Decrease in provisions	(409)	(187)
Operating cash inflows before movements in working capital	37,556	30,767
(Increase)/decrease in inventories	(833)	1,292
Decrease/(increase) in receivables	6,864	(9,672)
(Decrease)/increase in payables	(8,077)	8,829
Cash generated from operations	35,510	31,216

 

Analysis of net debt

	1 August 2014 £'000	Cash flow £'000	Reclassify £'000	Foreign exchange gains and losses £'000	31 July 2015 £'000
Cash and cash equivalents	12,336	2,775	-	1,281	16,392
Finance lease obligations due less than one year	(11)	28	(17)	-	-
Finance lease obligations due more than one year	(17)	-	17	-	-
Bank loans	(55,000)	(24,447)	-	222	(79,225)
	(42,692)	(21,644)	-	1,503	(62,833)

Cash and cash equivalents (which are presented as a single class of assets on the face of the Consolidated Balance Sheet) comprise cash at bank and other short-term highly liquid investments with a maturity of three months or less. The effective interest rates on cash and cash equivalents are based on current market rates.

11. Post-balance sheet event

On 13 August 2015, the Group acquired the entire share capital of Fripp, Sandermann and Partners Limited (FSP), a UK-based retail consultancy. The consideration was satisfied in cash and St Ives shares.

12. Related parties

Transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation and are not disclosed in this note. No material related party transactions have been entered into during the year, which might reasonably affect the decisions made by the users of these financial statements.

On 04 November 2014, pursuant to the Directors and Senior Executives Deferred Bonus Scheme outlined on page 50 of the Directors' Remuneration Report, a portion of the net bonus payable to Matt Armitage and Patrick Martell in respect of the 2014 financial period was used to purchase 85,764 ordinary shares in the Company from the Group's Employee Benefit Trust ('EBT') on behalf of these directors at 192.35 pence per share.

No other executive officers of the Company or their associates had material transactions with the Group during the year.

During the period, the Group earned revenue of £315,390 (2014 - £nil) from its joint venture in Loop LLC. At 31 July 2015, an amount of £324,000 (2014 - £74,000) was due from Loop LLC.

The foregoing contains forward looking statements made by the directors in good faith based on information available to them up to 6 October 2015. Such statements need to be read with caution due to inherent uncertainties, including economic and business risk factors underlying such statement.

 

END

 

 

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