THE QUARTO GROUP, INC. ("Quarto" or the "Company" or the "Group") Half-Year Results for the Six Months Ended 30 June 2018

Transcription

1 ("Quarto" or the "Company" or the "Group") Half-Year Results for the Six Months Ended 30 June 2018 The Quarto Group, Inc. (LSE: QRT), the leading global illustrated book publisher announces its unaudited half-year results for the six months ended 30 June Results ($m) H H Group Revenue Adjusted 2 Group Operating Loss (4.7) (7.2) Group Operating Loss (7.0) (7.6) Adjusted 2 Loss before Tax (6.6) (8.7) Loss before Tax (8.9) (9.2) Loss after Tax (6.7) (5.2) Net Debt All results relate to continuing operations. 2. Adjusted measures are stated before amortization of acquired intangibles and exceptional items. Financial Highlights Encouraging trading performance, ahead of the prior year Revenue up 12% Improved gross profit margin of 50.1% (2017: 48.2%) Cost-out programme initiated post period end, and significant progress made with our banking syndicate to extend facilities until August 2020 Operational Highlights Solid trading performance in a challenging retail environment in both domestic markets US publishing lists revenue up 9%, compared to 2017 UK publishing lists revenue up 17%, compared to 2017, driven by a strong contribution from children s imprints Commenting on the results, Chief Executive, CK Lau said: This is an encouraging set of results. We have achieved good year-on-year growth and we are well placed to deliver a solid performance for the full year. The Group has had to adjust to various transitions in the management of the Company during the first half year. Our resilient and talented staff have stepped up to the challenges we have faced and are committed to delivering on a leaner and more focused publishing programme. The newly constituted Board are concentrating on delivering stability to the business, and the extension of the banking facilities will enable us to lay down a key building block in returning the Group to full-health. ENDS

2 For further information please contact: CK Lau, CEO Natacha Jedzinska, Corporate Communications Manager +44 (0) About The Quarto Group The Quarto Group (LSE: QRT) creates a wide variety of books and intellectual property products for global distribution, with a mission to inspire life's experiences. Produced in many formats for adults, children and the whole family, our products are visually appealing, information rich and stimulating. The Group encompasses a diverse portfolio of imprints and businesses that are creatively independent and expert in developing long-lasting content across specific niches of interest. Quarto sells its products globally in over 50 countries and 40 languages, through a variety of sales channels and partnerships, and five main routes to market - US, UK, International English Language, Foreign Language and other Partnerships. Quarto employs c.350 talented people in the US, UK, Hong Kong and Australia. The Group was founded in London in It is domiciled in the US and listed on the London Stock Exchange. For more information, visit quarto.com, quartoknows.com or follow us on Twitter This statement will be available at the registered office of the Company. A copy will also be displayed on the Company's website:

3 CHIEF EXECUTIVE'S STATEMENT SUMMARY The first six months of 2018 have been challenging as the market place continues to show softness in the book trade, both in the US and the UK. However, trading was encouraging for the first half of the year, with revenue up by 12% at $56.2m (2017: $50.2m). Our children s imprints performed particularly strongly, with revenues up 30%. Revenues from our adult imprints were also up, by 5%. The gross profit margin before amortization of pre-publication costs, was 50.1% (2017: 48.2%). The increased revenues, together with an improved gross profit margin, have resulted in a significantly lower adjusted group operating loss of $4.7m (H1 2017: loss of $7.2m), in what is our seasonally weak half year. The adjusted loss before tax was $6.6m (H1 2017: loss of $8.7m). Net debt at 30 June 2018 was $73.2m (H1 2017: $75.8m), a decrease of $2.6m over the twelve-month period. Each of our reporting segments produced a solid trading performance. US Publishing revenues were up 9% compared to the prior year, UK publishing revenues were up 17% and Q Partners revenues were up 1%, resulting in an improvement in the Group s adjusted operating result, as shown in the table below. The US and UK publishing segments both benefited from an improved seasonal split of co-edition revenues, with a higher percentage than normal of expected full-year revenues achieved in the first half. The book store market continues to be slow and this is likely to continue for the remainder of the year. We may also see further consolidation in the book trade and a continued pattern of more frequent smaller orders, which puts pressure on the supply chain. The Group expects that its strong autumn and holiday publishing programme, resurgent backlist and list of break-out titles will contribute to a positive year-end. OPERATING REVIEW Revenue ($m) H H United States United Kingdom Rest of the World Europe Total Revenue Adjusted Operating Loss ($m) H H US Publishing (0.6) (1.7) UK Publishing (2.0) (3.6) Q Partners (0.1) (0.1) Group overhead (2.0) (1.8) Total adjusted operating loss (4.7) (7.2) Note: Revenue is shown by destination; Adjusted Operating Profit is shown by segment.

4 Continuing Publishing Operations The Group s increase in revenue this year is a result of several factors prompted by our strong frontlist publishing programme, and backlist sales particularly from titles published in prior years. The highlights are our Little People Big Dreams list of titles which is now approaching 1 million copies in print and still growing. Our line of healthy cookery titles, led by our Keto cookery programme, has been very successful, with almost 600,000 copies in print. Returns, which were high last year when the colouring books fad ended, were at a more normalized level in The revenue for our US publishing lists was up 9%, compared to the prior year, with a strong performance from our Beverly based imprints, Quarry and Fair Winds Press. In addition, Racepoint Publishing and becker&mayer! books achieved increased revenues. A strength of the US programme has been our ability to grow the specialty retailer accounts base, as the uncertainty of the book trade continues to show lower sales in our publishing categories. The revenue for our UK publishing lists was up 17%, mainly driven by our children s category, led by Frances Lincoln Children s, which has performed well in all markets. The Little People Big Dreams series continues to be a major success; we are adding additional titles to the programme this autumn, and next year will be expanding the list to include inspirational male role models. Young Quarto has also performed strongly in the first half, selling well in the book trade. Although we have had a good first half in co-edition, sales to our key co-edition publishers for the second half of the year are expected to be slower. The launch of our Build and Become series (White Lion Publishing) has been well received and, with another four titles to come, we expect continued growth in the series. Our international English language sales have seen a good uplift at the start of the year. We have already matched full-year sales from the prior year with a strong contribution from our Australian, Middle Eastern and Asian markets. We expect our foreign language sales to be slightly lower than the prior year as a result of market place uncertainty was a record year for our foreign language sales team, significantly increasing our market reach and growing the business in Asia. Q Partners, our publishing partners and distribution business, has performed in line with the prior year s results. Sales have been slow in Brazil and the launch of Quarto Iberoamericana, our Spanish language partnership, has still to reach critical mass. Cost-out programme We have initiated a cost-out programme, which is designed to achieve: a right-sizing of the Group; a path to sustainable debt reduction; a focus on our core strengths; and a disciplined business model. The process involved a thorough review of key areas of expenditure, including but not limited to, pre-publication expenditure, occupancy costs, payroll and discretionary expenditure. The benefit of the cost-out programme will not flow through immediately, as we will have to incur one-time exceptional costs, mainly in 2018, to implement the plan.

5 Refinancing Significant progress has been made with our banks, to extend our facilities to August The key terms, which include a debt reduction programme, have been agreed and we expect to be able to announce details of the refinancing in the short term. Year end We have decided to continue the historical year-end of 31 December the previous Board had agreed a change to 31 March. By doing this, we avoid the unnecessary time and cost of carrying out the additional work that would have been required in restating comparatives and preparing additional transitional reports. OUTLOOK We have produced a strong first-half performance compared to last year, and we are well placed to deliver a solid result for the full year. The newly constituted Board are fully focused on achieving stability in the business after a period of considerable change. The extension of the banking facilities will create financial stability which is a key building block in returning the Group to full-health. This will allow us to concentrate on the production of the profitable and beautifully illustrated books for which Quarto is so well-known. On behalf of the Board, I would like to thank all staff for their continued support and loyalty during this recent period of change and uncertainty, as well as our partners and suppliers across the world. CK Lau Chief Executive

6 Condensed Consolidated Income Statement For the six months ended 30 June 2018 Note 30 June June 2017 Year ended 31 December 2017 Audited Continuing operations Revenue 2 56,174 50, ,512 Cost of sales (44,237) (40,914) (109,848) Gross profit 11,937 9,245 42,664 Distribution costs (3,778) (3,265) (7,549) Administrative expenses (12,838) (13,187) (27,922) Operating (loss)/profit before amortisation of acquired intangibles and exceptional items (4,679) (7,207) 7,193 Amortisation of acquired intangibles (428) (418) (840) Exceptional items 3 (1,891) - (24,235) Operating loss 2 (6,998) (7,625) (17,882) Finance income Finance costs (1,902) (1,528) (3,325) Loss before tax (8,900) (9,153) (21,182) Tax credit 4 2,225 2,655 1,480 Loss for the period from continuing operations (6,675) (6,498) (19,702) Discontinued operations Profit for the period from discontinued operations 5-1,243 1,163 Loss for the period (6,675) (5,255) (18,539) Attributable to: Owners of the parent (6,675) (5,229) (18,513) Non-controlling interests - (26) (26) Loss per share (cents) (6,675) (5,255) (18,539) From continuing operations Basic 6 (35.5) (31.8) (96.4) Diluted 6 (35.5) (31.8) (96.4) From continuing and discontinued operations Basic 6 (35.5) (25.6) (90.6) Diluted 6 (35.5) (25.8) (90.6)

7 Condensed Consolidated Income Statement For the six months ended 30 June June June 2017 Year ended 31 December 2017 Audited Loss for the period (6,675) (5,255) (18,539) Other comprehensive income which may be reclassified to profit or loss Foreign exchange translation differences (691) Cash flow hedge: Profits arising during the period Reclassification to income statement on disposal of businesses - 3,540 3,540 Tax relating to items that may be reclassified to profit or loss Total comprehensive expense for the period (7,340) (1,418) (14,468) Attributable to: Owners of the parent (7,340) (1,392) (14,442) Non-controlling interests - (26) (26) (7,340) (1,418) (14,468)

8 Condensed Consolidated Balance Sheet At 30 June 2018 Non-current assets Note 30 June June December 2017 Audited Goodwill 19,144 36,468 19,286 Other intangible assets 3,025 3,816 3,516 Property, plant and equipment 1,870 2,296 2,129 Intangible assets: Pre-publication costs 60,373 63,946 60,278 Deferred tax assets 3,890 2,824 3,901 Total non-current assets 88, ,350 89,110 Current assets Inventories 24,574 21,159 22,637 Trade and other receivables 36,935 41,005 53,460 Derivative financial instruments Cash and cash equivalents 8 5,047 6,800 17,946 Assets held for sale Total current assets 66,747 70,092 94,248 Total assets 155, , ,358 Current liabilities Short term borrowings 8 (78,294) (5,000) (5,000) Derivative financial instruments - (58) - Trade and other payables (47,853) (40,233) (60,796) Tax payable (1,268) (1,695) (5,243) Liabilities held for sale - (198) - Total current liabilities (127,415) (47,184) (71,039) Non-current liabilities Medium and long term borrowings 8 - (77,720) (76,907) Deferred tax liabilities (8,397) (11,093) (8,520) Tax payable (1,016) - (1,116) Other payables (1,524) (6,358) (1,673) Total non-current liabilities (10,937) (95,171) (88,216) Total liabilities (138,352) (142,355) (159,255) Net assets 16,697 37,087 24,103 Equity Share capital 2,045 2,045 2,045 Paid in surplus 33,764 33,764 33,764 Retained profit and other reserves (19,112) 1,278 (11,706) Total equity 16,697 37,087 24,103

9 Condensed Consolidated Statement of Changes in Equity for the six months ended 30 June 2018 Equity Share capital Paid in surplus Hedging reserve Translation reserve Retained earnings attributable to owners of the parent Noncontrolling interests Total $000 $000 $000 $000 $000 $000 $000 $000 Balance at 1 January ,045 33, (8,850) 12,120 39,219 4,892 44,111 Loss for the period (5,229) (5,229) (26) (5,255) Foreign exchange translation differences Reclassification to income statement on disposal of businesses ,540-3,540-3,540 Cash flow hedge: profits arising during the period Total comprehensive (expense)/income for the period ,807 (5,229) (1,392) (26) (1,418) Dividends to shareholders (2,018) (2,018) - (2,018) Dividend in-specie paid to noncontrolling interests (3,744) (3,744) Adjustment arising from change in noncontrolling interests ,122 1,122 (1,122) - Share based payment charge Balance at 30 June ,045 33, (5,043) 6,151 37,087-37,087 Balance at 1 January ,045 33, (4,793) (7,078) 24,103-24,103 Loss for the period (6,675) (6,675) - (6,675) Foreign exchange translation differences (691) - (691) - (691) Cash flow hedge: profits arising during the period Tax relating to items that may be reclassified to profit or loss Total comprehensive (expense)/income for the period (691) (6,675) (7,340) - (7,340) Dividends to shareholders Share based payment credit (66) (66) - (66) Balance at 30 June ,045 33, (5,484) (13,819) 16,697-16,697

10 Condensed Consolidated Statement of Changes in Equity for the year ended 31 December 2017 Paid in Hedging Translation Retained Equity attributable to owners of the Non-controlling Share capital surplus reserve reserve earnings parent interests Total $000 $000 $000 $000 $000 $000 $000 $000 Balance at 1 January ,045 33, (8,850) 12,120 39,219 4,892 44,111 Loss for the year (18,513) (18,513) (26) (18,539) Foreign exchange translation differences (11) 35 Reclassification to income statement on disposal of businesses ,540-3,540-3,540 Cash flow hedge: profits arising during the year Tax relating to items that may be reclassified to profit or loss Total comprehensive income for the year ,057 (18,513) (14,431) (37) (14,468) Dividends to shareholders (2,018) (2,018) - (2,018) Dividend in-specie paid to noncontrolling interests (3,744) (3,744) Adjustment arising from change in noncontrolling interests ,111 1,111 (1,111) - Share based payment charge Balance at 31 December ,045 33, (4,793) (7,078) 24,103-24,103

11 Condensed Consolidated Cash Flow Statement For the six months ended 30 June June June 2017 Year ended 31 December 2017 Audited Loss for the period (6,675) (5,255) (18,539) Adjustments for: Net finance costs 1,902 1,528 3,300 Depreciation of property, plant and equipment Software amortisation Tax credit (2,225) (2,655) (1,480) Impairment of goodwill ,418 Impairment of pre-publication costs - - 4,868 Share based payments (66) Amortisation of acquired intangibles Gain on divestment of businesses - (2,538) (2,541) Amortisation and amounts written off pre-publication costs 16,206 14,921 32,212 Movement in fair value of derivatives (26) (31) (130) Operating cash flows before movements in working capital 10,038 7,081 37,303 (Increase)/decrease in inventories (2,030) 2,410 1,281 Decrease/(increase) in receivables 16,314 10,923 (784) (Decrease)/increase in payables (13,086) (11,296) 6,822 Cash generated by operations 11,236 9,118 44,622 Income taxes paid (1,865) - - Net cash from operating activities 9,371 9,118 44,622 Investing activities Interest received Investment in pre-publication costs (16,886) (16,222) (35,551) Purchases of property, plant and equipment (121) (639) (1,063) Purchase of software (82) (212) (266) Disposal of subsidiaries - 3,650 4,588 Acquisition of publishing assets - (4,041) (7,041) Net cash used in investing activities (17,089) (17,464) (39,308) Financing activities Dividends paid - (2,018) (2,018) Interest payments (1,651) (1,322) (2,935) External loans repaid (8,633) (5,432) (8,271) External loans drawn 5,000 5,000 6,600 Net cash used in financing activities (5,284) (3,772) (6,624) Net decrease in cash and cash equivalents (13,002) (12,118) (1,310) Cash and cash equivalents at beginning of period 17,946 18,824 18,824 Foreign currency exchange differences on cash and cash equivalents Cash and cash equivalents at end of period 5,047 6,800 17,946

12 Notes to the condensed financial statements 1. Interim Statement These interim consolidated financial statements are for the half year to 30 June They were approved by the board on 17 September These results are unaudited and have not been reviewed by the Group s auditor. The comparative figures for the six months to 30 June 2017 are also unaudited and derived from the interim financial statements for that period. The information for the year ended 31 December 2017 does not constitute statutory accounts as defined in section 434 of the Companies Act A copy of the statutory accounts for that year has been delivered to the Registrar of Companies. The auditor s report on those accounts was not qualified, did not include a reference to any matters to which the auditor drew attention by way of emphasis without qualifying the report and did not contain statements under section 498 (2) or (3) of the Companies Act Basis of preparation These interim financial statements have been prepared in accordance with the Disclosure and Transparency Rules of the Financial Conduct Authority and with IAS 34, Interim Financial Reporting, as adopted by the European Union. The Directors have formed a judgement that there is a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. For this reason, the Directors continue to adopt the going concern basis in preparing the financial statements. The Group has committed facilities of $80.0m through to 30 April The Group has complied with its bank covenants and is budgeted to do so for the foreseeable future. The accounting policies adopted are consistent with those of the annual financial statements for the year ended 31 December 2017 as described in those financial statements.

13 Notes to the condensed financial statements 2. Segmental analysis 30 June 2018 US Publishing UK Publishing Q Partners Total $000 $000 $000 $000 Revenue 29,180 24,288 2,706 56,174 Operating profit before amortisation of acquired intangibles and exceptional items (569) (1,980) (121) (2,670) Amortisation of acquired intangibles (298) (130) - (428) Segment result (867) (2,110) (121) (3,098) Unallocated corporate expenses (2,009) Exceptional items (1,891) Operating loss (6,998) Finance costs (1,902) Loss before tax (8,900) Tax credit 2,225 Loss after tax (6,675) 30 June 2017 US Publishing UK Publishing Q Partners Total $000 $000 $000 $000 Revenue 26,656 20,834 2,669 50,159 Operating profit before amortisation of acquired intangibles and exceptional items (1,712) (3,577) (161) (5,450) Amortisation of acquired intangibles (298) (120) - (418) Segment result (2,010) (3,697) (161) (5,868) Unallocated corporate expenses (1,757) Exceptional items - Operating (loss) (7,625) Finance costs (1,528) Loss before tax (9,153) Tax credit 2,655 Loss after tax from continuing operations (6,498) Profit after tax from discontinued operations 1,243 Loss after tax (5,255)

14 Notes to the condensed financial statements 2. Segmental analysis (continued) Year ended 31 December 2017 US Publishing UK Publishing Q Partners Total $000 $000 $000 $000 Revenue 74,134 72,737 5, ,512 Operating profit before amortisation of acquired intangibles and exceptional items 4,641 7,099 (431) 11,309 Amortisation of acquired intangibles (596) (244) - (840) Segment result 4,045 6,855 (431) 10,469 Exceptional items: Exceptional item impairment of Goodwill (17,100) (314) - (17,414) Exceptional item pre-publication asset impairment (1,041) (3,827) - (4,868) Exceptional items - other (82) (842) (46) (970) Operating (loss)/profit (14,178) 1,872 (477) (12,783) Unallocated corporate expenses (4,116) Corporate exceptional items (983) Operating loss (17,882) Finance income 25 Finance costs (3,325) Loss before tax (21,182) Tax 1,480 Loss after tax from continuing operations (19,702) Profit after tax from discontinued operations 1,163 Loss after tax (18,539) Geographical revenue The Group generates its revenue in the following geographical areas: 30 June June 2017 Year ended 31 December 2017 Audited United States 34,690 32,068 86,444 United Kingdom 8,407 7,486 20,256 Europe 6,293 5,189 29,098 Rest of the World 6,784 5,416 16,714 Total 56,174 50, ,512

15 Notes to the condensed financial statements 3. Exceptional items Exceptional items comprised: 30 June June 2017 Year ended 31 December 2017 Audited Goodwill impairment ,414 Reorganisation costs - Impairment of pre-publication intangible assets - - 4,868 - Staff costs Royalty advance provisions Inventory provisions Refinancing costs Board changes Aborted corporate transaction costs Aborted business acquisition costs Total 1,891-24, Taxation Taxation for the six months to 30 June 2018 is based on the Group estimated underlying tax rate for the year. 5. Discontinued operations On 30 March 2017, the Group completed the disposal of its 75% interest in Regent Publishing Services Limited ( Regent ), its Hong Kong based publishing services business. On 3 April 2017, the Group completed the disposal of its 100% share of Books & Gifts Direct Pty Limited ( BGD Australia ), its direct sales business in Australia. On 7 July 2017, the Group completed the disposal of the trade and selected net assets of Books & Gifts Direct Limited ( BGD New Zealand ), its direct sales business in New Zealand. At 30 June 2017, this business was disclosed as a discontinued operation held for sale. The final loss on disposal was accounted for in the year ended 31 December These disposals were completed in line with the Group s strategy of disposing of non-core businesses. Proceeds from the disposal were used to manage the Group s net debt position as received. The results of the discontinued operations and the profit or loss on disposal were included in the consolidated income statement, under discontinued operations,

16 Notes to the condensed financial statements 6. Earnings per share From continuing operations 30 June June 2017 Year ended 31 December 2017 Audited Loss for the purposes of basic and diluted earnings per share, being net loss attributable to owners of the parent (6,675) (6,498) (19,702) Amortisation of acquired intangibles (net of tax) Exceptional items (net of tax) 1,418-22,852 (Loss)/earnings for the purposes of adjusted earnings per share (4,936) (6,205) 3,741 From continuing and discontinued operations Loss for the purposes of basic and diluted earnings per share, being net loss attributable to owners of the parent (6,675) (5,229) (18,513) Amortisation of acquired intangibles (net of tax) Exceptional items (net of tax) 1,418-22,852 (Profit) from discontinued operations - - (1,189) Adjusted earnings attributable to owners of the parent (4,936) (4,936) 3,741 Number Number Number Weighted average number of shares 20,444,450 20,444,450 20,444,450 Dilutive outstanding options awards 400, , ,631 Diluted weighted average number of 20,844,635 21,070,617 21,020,081 (Loss)/earnings per share (cents) Cents Cents Cents From continuing operations Basic (32.6) (31.8) (96.4) Diluted (32.6) (31.8) (96.4) Adjusted basic (24.1) (30.4) 18.3 Adjusted diluted (24.1) (30.4) 17.8 From continuing and discontinued operations Basic (35.5) (25.6) (90.6) Diluted (35.5) (25.8) (90.6) From discontinued operations Basic Diluted Discontinued operations earnings Profit for the period from discontinued operations - 1,243 1,163 Add: non-controlling interest share of loss ,269 1,189

17 Notes to the condensed financial statements 7. Dividends 30 June June 2017 Year ended 31 December 2017 Audited Amounts recognised as distributions to equity holders in the period: Final dividend for the year ended 31 December 2017 of nil (2016: 9.87c/7.95p) - 2,018 - Total dividend paid for the period - 2,018 - The Quarto Group, Inc., as a US incorporated company, is required to collect US dividend withholding taxes on dividend distributions made to its non-us shareholders. The US dividend withholding tax is generally 30% of any dividends paid to Quarto s non-us shareholders, but this amount can potentially be reduced pursuant to an applicable income tax treaty between the US and the country of residence of the non-us shareholder. For example, under the US/UK income tax treaty, the US dividend withholding tax rate can range from nil (applicable to certain UK resident pension trusts and tax-exempt entities) to 15% (applicable to UK resident individual shareholders and certain UK corporate shareholders). For US shareholders, no US dividend withholding tax is generally applicable. It should be noted that certain documentation requirements must be met by all shareholders prior to the payment of any dividends to certify their status as a US or non-us shareholder, and, if a non-us shareholder to claim any applicable benefits under the US/UK or other applicable income tax treaty. Each shareholder should consult their own tax adviser to determine whether and to what extent they may be entitled to claim a reduced amount of US dividend withholding taxes under a US income tax treaty. 8. Net debt Net debt comprised: 30 June June December 2017 Audited Cash and cash equivalents 5,047 6,800 17,946 Cash included in assets held for sale Short term borrowings (78,294) (5,000) (5,000) Medium and long-term borrowings - (77,720) (76,907) Net debt (73,247) (75,792) (63,961) At 30 June 2018, the Group has a $80.0m syndicated facility, comprising a term loan and revolving credit facility. These facilities expire on 30 April 2019 and are subject to covenants, which were all met in the current period. 9. Principal risks and uncertainties facing the Group There have been no changes to the principal risks and uncertainties facing the Group since the year-end. These are disclosed on pages 28 and 29 of the 2017 Annual Report. 10. Financial Instruments There are no material differences between the fair value of financial instruments and their carrying value.

18 Notes to the condensed financial statements 11. Management Statement This Interim Management Report (IMR) has been prepared solely to provide additional information to shareholders to assess the Group s strategies and the potential for those strategies to succeed. The IMR should not be relied on by any other party or for any other purpose. The IMR contains certain forward-looking statements. These statements are made by the directors in good faith based on the information available to them up to the time of their approval of this report but such statements should be treated with caution due to the inherent uncertainties, including both economic and business risk factors, underlying any such forward-looking information. Responsibility statement We confirm that to the best of our knowledge: (a) the condensed set of financial statements, which has been prepared in accordance with IAS 34 Interim Financial Reporting, gives a true and fair view of the assets, liabilities, financial position and profit or loss of the issuer, or the undertakings included in the consolidation as a whole as required by DTR 4.2.4R; (b) the interim management report includes a fair review of the information required by DTR 4.27R (indication of important events during the first six months and description of principal risks and uncertainties for the remaining six months of the year); and (c) the interim management report includes a fair review of the information required by DTR 4.28R (disclosure of related party transactions and changes therein). By the order of the board CK Lau Chief Executive Officer Andrew Cumming Chairman 17 September September 2018