7th Sep 2010 15:41
British Sky Broadcasting Group plc - Annual Report and Annual General Meeting
British Sky Broadcasting Group plc (the 'Company') released its preliminary announcement of annual results for the year ended 30 June 2010 ('Preliminary Announcement') on 29 July 2010. Further to the Preliminary Announcement, the Company can now confirm that the Annual Review 2010, Annual Report 2010, Notice of Annual General Meeting 2010 and Form of Proxy were mailed to shareholders on 6 September 2010. These documents (with the exception of the Form of Proxy) are now available on the Company's website at www.sky.com/corporate. The direct link to the Annual Report 2010 and Annual Review 2010 is www.sky.com/corporate/annualreview2010. The Notice of Annual General meeting 2010 can be directly accessed at www.sky.com/corporate/investors/shareholder_information/annual_general_meeting.
The Company's 2010 Annual General Meeting will be held at 11.00 a.m. on 22 October 2010 at The Queen Elizabeth II Conference Centre, Broad Sanctuary, Westminster, London SW1P 3EE.
The Company announces that a copy of its Annual Review 2010, Annual Report 2010, Notice of Annual General Meeting 2010 and Form of Proxy have been submitted to the National Storage Mechanism and will shortly be available for inspection at: www.Hemscott.com/nsm.do
The appendix to this announcement contains additional information which has been extracted from the Annual Report 2010 for the purposes of compliance with the Disclosure and Transparency Rules and should be read together with the Preliminary Announcement, which can be downloaded from the Company's website at www.sky.com/corporate/investors/latest_results. This announcement should be read in conjunction with and is not a substitute for reading the full Annual Report 2010. A glossary of terms is available on pages 116 to 117 of the Annual Report 2010. Together these constitute the information required by DTR 6.3.5 which is required to be communicated to media in full unedited text through a Regulatory Information Service. Page and note references in the text below refer to page numbers and notes in the Annual Report 2010.
Appendix
Statement of Directors' responsibility
As set out above, the following responsibility statement is repeated here solely for the purpose of complying with Disclosure and Transparency Rule 6.3.5. This statement relates to and is extracted from page 55 of the Annual Report 2010. Responsibility is for the full Annual Report not the extracted information presented in this announcement or the Preliminary Announcement.
Directors' responsibility statement
The Directors confirm that to the best of their knowledge:
By order of the Board
Jeremy Darroch Andrew Griffith
Chief Executive Officer Chief Financial Officer
28 July 2010 28 July 2010
Principal risks and uncertainties
This section describes the principal risks and uncertainties that could have a material adverse effect on the Group's business, financial condition, prospects, liquidity or results of operations. These should be read in conjunction with our long-term operating targets, which are set out in "Financial review - Financial and operating review - Trends and other information". Additional risks and uncertainties of which we are not aware or which we currently believe are immaterial may also adversely affect our business, financial condition, prospects, liquidity or results of operations.
The Group's business is heavily regulated and changes in regulations, changes in interpretation of existing regulations or failure to obtain required regulatory approvals or licences could adversely affect the Group's ability to operate or compete effectively.
The Group is subject to regulation primarily under UK and European Union legislation and it is currently and may be in the future subject to proceedings, and/or investigation and enquiries from regulatory authorities. The regimes which affect the Group's business include broadcasting, telecommunications, competition (antitrust), gambling and taxation laws and regulations. Relevant authorities may introduce additional or new regulations applicable to the Group's business. The Group's business and business prospects could be adversely affected by the introduction of new laws, policies or regulations or changes in the interpretation or application of existing laws, policies and regulations. Changes in regulations relating to one or more of licensing requirements, access requirements, programming transmission and spectrum specifications, consumer protection, taxation, or other aspects of the Group's business, or that of any of the Group's competitors, could have a material adverse effect on the Group's business and/or the results of its operations.
The Group cannot be certain that it will succeed in obtaining all requisite approvals and licences in the future for its operations without the imposition of restrictions which may have an adverse consequence to the Group, or that compliance issues will not be raised in respect of the Group's operations, including those conducted prior to the date of this filing.
On 31 March 2010, Ofcom published its decision to impose wholesale must-offer obligations on Sky (the "WMO Obligations") for the channels Sky Sports 1, Sky Sports 2, Sky Sports 1 HD and Sky Sports 2 HD (the "Channels"). This decision brings to an end Ofcom's three year Pay TV Investigation. In June 2010, Sky appealed Ofcom's decision to the Competition Appeal Tribunal ("CAT").
The WMO Obligations require Sky, amongst other things, to offer, on a wholesale basis, the Channels to third parties which satisfy various minimum qualifying criteria (including financial, technical and security criteria).
The WMO Obligation specifies maximum prices that Sky may charge for Sky Sports 1 and/or Sky Sports 2. Those prices will be increased in September 2010 when Sky raises its retail prices (under the WMO Obligations, the wholesale price is linked to Sky's retail price).
The WMO Obligations do not specify a maximum price for Sky Sports 1 HD and/or Sky Sports 2 HD. Rather, Sky is required to offer these channels on a fair, reasonable and non-discriminatory basis.
In April 2010, Sky applied to the Competition Appeal Tribunal ("CAT") for a suspension of the implementation of the WMO Obligations. On 29 April 2010, Sky's application was resolved by way of an agreed Order from the President of the CAT. The terms of the Order result in the suspension of certain aspects of Ofcom's decision pending the outcome of Sky's substantive appeal. In summary, the effect of the Order is as follows:
• Sky is required to offer Sky Sports 1 and Sky Sports 2 to each of BT, Top Up TV and Virgin Media for distribution via Digital Terrestrial TV and Virgin Media for distribution via cable. Other parties may apply to the CAT to be added to the list of persons to whom Sky is required to offer its channels.
• In the event that BT, Top Up TV or Virgin Media enter into a distribution agreement for Sky Sports 1 and/or Sky Sports 2, the distributor is required to pay Sky the equivalent of the maximum price Sky may charge for the channel(s) under the WMO Obligation. The difference between that price and the relevant rate card price will be paid into escrow.
• At the conclusion of Sky's appeal, the CAT will determine the distribution of the monies held in escrow.
On 1 June 2010, Sky submitted its appeal against Ofcom's decision to impose the WMO Obligations, on the following grounds:
• Ofcom had no jurisdiction to adopt its decision under its sectoral powers;
• Ofcom erred in finding that Sky acted on an incentive to withhold supply of the Channels;
• Ofcom erred in its assessment of the impact and proportionality of the WMO Obligations; and
• Ofcom acted unlawfully in imposing the WMO Obligations.
In March 2010 Ofcom stated that the Group's premium movie channels are not, at this stage, to be subject to wholesale must-offer obligations. However, Ofcom is currently consulting on a market investigation reference to the Competition Commission ("CC") in relation to various markets related to premium movies. In its consultation, Ofcom stated that it has concerns about alleged restricted exploitation of subscription video-on-demand movies.
The Group is not yet able to assess whether, or the extent to which, these matters will have a material effect on the Group.
The Group operates in a highly competitive environment that is subject to rapid change and it must continue to invest and adapt to remain competitive.
The Group faces competition from a broad range of companies engaged in communications and entertainment services, including cable operators, DSL providers, service providers making use of new fibre optic networks ("fibre"), other DTH providers, digital and analogue terrestrial television providers, telecommunications providers, internet service providers, home entertainment products companies, betting and gaming companies, companies developing new technologies, and other suppliers of news, information, sports and entertainment, as well as other providers of interactive services. The Group's competitors increasingly include communication and entertainment providers that are offering services beyond those with which they have traditionally been associated, either through engaging in new areas or by reason of the convergence of the means of delivery of communication and entertainment services. The Group's competitors include organisations which are publicly funded, in whole or in part, and which fulfil a public service broadcasting mandate. A change to such mandate could lead to an increase in the strength of competition from these organisations. Although the Group has continued to develop its services through technological innovation and by licensing, acquiring and producing a broad range of content, the Group cannot predict with certainty the changes that may occur in the future which may affect the competitiveness of its businesses. In particular, the means of delivering various of the Group's (and/or competing) services may be subject to rapid technological change. The Group's competitors' positions may be strengthened by an increase in the capacity of, or developments in, the means of delivery which they use to provide their services or by the imposition of regulation.
The Group's advertising revenue depends on certain external factors which include the overall value of advertising placed with broadcasters by third party advertisers as well as the amount of such advertising that is placed with the Group and the channels on whose behalf the Group sells advertising space. The Group's advertising revenue is also impacted by the audience viewing share of the Sky Channels and the other channels on whose behalf the Group sells advertising and, accordingly, such revenue is affected by the distribution of such channels. These factors will not always be favourable to the Group and developments in those areas may therefore have a negative impact on the Group's advertising revenue. Advertising revenue may also be dependent on the viewing behaviour of the television audience. The Group cannot be certain that its advertising revenue will not be impacted negatively by this behaviour or that advertising revenue for Sky Channels currently offered on other platforms will not be impacted negatively in the future by the offering of video-on-demand services by other operators.
The Group's ability to compete successfully will depend on its ability to continue to acquire, commission and produce programme content that is attractive to its customers. The programme content and third party programme services the Group has licensed from others are subject to fixed term contracts which will expire or may terminate early. The Group cannot be certain that programme content or third party programme services (whether on a renewal or otherwise) will be available to it at all or on acceptable financial or other terms (including in relation to technical matters such as encryption, territorial limitation and copy protection). Similarly, the Group cannot be certain that such programme content or programme services will be attractive to its customers, even if so available. The future demand and speed of take up of the Group's DTH service, and the Group's broadband and telephony services will depend upon the Group's ability to offer such services to its customers at competitive prices, pressures from competing services (which include both paid-for and free-to-air offerings), and its ability to create demand for its products and to attract and retain customers through a wide range of marketing activities. The future demand and speed of take up of the Group's services will also depend upon the Group's ability to package its content attractively. The effect of the recent slowdown in the rate of economic growth and the recent decline in consumer confidence on the Group's ability to continue to attract and retain customers is uncertain. Therefore, the Group cannot be certain that the current or future marketing and other activities it undertakes will succeed in generating sufficient demand to achieve its operating targets.
The Group's business is reliant on technology which is subject to the risk of failure, change and development.
The Group is dependent upon satellites which are subject to significant risks that may prevent or impair their commercial operations, including defects, destruction or damage, and incorrect orbital placement. If the Group, or other broadcasters who broadcast channels on the Group's DTH platform, were unable to obtain sufficient satellite transponder capacity in the future, or the Group's contracts with satellite providers were terminated, this would have a material adverse effect on the Group's business and results of operations. Similarly, loss of the transmissions from satellites that are already operational, or failure of the Group's transmission systems or up linking facilities, could have a material adverse effect on its business and operations.
The Group is dependent on complex technologies in other parts of its business, including its customer relationship management systems, broadcast and conditional access systems, advertising sales, email platform, supply chain management systems and its telecommunications network infrastructure, including wide area network, LLU, CISCO core IP network, Marconi/Alcatel optical network and complex application servers.
In terms of the delivery of the Group's broadcast services, the Group is reliant on a third party telecommunications infrastructure to distribute the content between its head offices at Isleworth and its primary and secondary uplink sites at Chilworth and Fair Oak.
In addition, the Group's network and other operational systems are subject to several risks that are outside the Group's control, such as the risk of damage to software and hardware resulting from fire and flood, power loss, natural disasters, and general transmission failures caused by a number of additional factors.
Any failure of the Group's technologies, network or other operational systems or hardware or software that results in significant interruptions to the Group's operations could have a material adverse effect on its business.
There is a large existing population of digital satellite reception equipment used to receive the Group's services, including set-top boxes and ancillary equipment, in which the Group has made a significant investment and which is owned by its customers (other than the smartcards, the hard disk capacity in excess of personal storage capacity and the software in the set-top boxes, to which the Group retains title). Were a significant proportion of this equipment to suffer failure, or were the equipment to be rendered either redundant or obsolete by other technology or other requirements or by the mandatory imposition of incompatible technology, or should the Group need to or wish to upgrade significantly the existing population of set-top boxes and/or ancillary equipment with replacement equipment, this could have a material adverse effect on the Group's business.
The deployed set-top boxes contain finite memory resources that are used by the operating system and other software components such as the conditional access system, EPG, and interactive applications. The Group estimates that around two million deployed standard definition set-top boxes have significant memory constraints and as such it has been necessary to close the EPG launch queue to standard definition channels (the launch queue reopened for high definition and 3D channels in March 2010). Previously, the Group has been able to carry out software downloads from time to time to reconfigure the memory utilisation in standard definition set-top boxes and to accommodate additional and increasingly complex services. In the event that the implementation of such software downloads is no longer a course of action available to the Group, it may be limited in its ability to upgrade the services available via the standard definition set-top boxes currently installed in customers' premises.
The Group is reliant on encryption and other technologies to restrict unauthorised access to its services.
Direct DTH access to the Group's services is restricted through a combination of physical and logical access controls, including smartcards which the Group provides to its individual DTH customers. Unauthorised viewing and use of content may be accomplished by counterfeiting the smartcards or otherwise overcoming their security features. A significant increase in the incidence of signal piracy could require the replacement of smartcards sooner than otherwise planned. Although the Group works with its technology suppliers to ensure that its encryption and other protection technology is as resilient to hacking as possible, there can be no assurance that it will not be compromised in the future. The Group also relies upon the encryption or equivalent technologies employed by the cable and other platform operators for the protection of access to the services which the Group makes available to them. Failure of encryption and other protection technology could impact the Group's revenue from those operators and from its own customers.
The Group's network and other operational systems rely on the operation and efficiency of its computer systems. Although the Group's systems are protected by firewalls, there is a risk that its business could be disrupted by hackers or viruses gaining access to its systems. Any such disruption, and any resulting liability to the Group's customers, could have a material adverse effect on the Group's business.
Failure of key suppliers could affect the Group's ability to operate its business.
The Group relies on a consistent and effective supply chain to meet its business plan commitments and to continue to maintain its network and protect its services. A failure to meet the Group's requirements or delays in the development, manufacture or delivery of products from suppliers, the discontinuance of products or services, or a deterioration in support quality, could adversely affect the Group's ability to deliver its products and services. No assurance can be given that a broad economic failure or decline in quality of equipment suppliers in the industry in which the Group operates will not occur. Any such occurrence could have a material adverse effect on the Group's business.
Sky Talk relies on telecommunications services from network operator BT and failure on the part of BT to meet the Group's requirements for whatever reason may affect the Group's ability to deliver its telephony services to Sky Talk customers.
The Group uses a series of products from Openreach (a BT group business) within its LLU operations. These are the colocation space and associated facilities to house the central office equipment (co-mingling), backhaul circuits to connect that equipment to the Group's network (backhaul extension services) and finally individual copper lines that go between the central office equipment and the end user's house (metallic path facility lines). The Group purchases these products from Openreach at regulated prices set, from time to time, by Ofcom, and under terms and conditions outlined in legally binding undertakings given by BT and accepted by Ofcom in lieu of a market investigation reference to the CC following Ofcom's Strategic Review of Telecommunications (the "BT Undertakings"). These stipulate that the Group buys these products on a fully equivalent basis when compared to other operators (including other parts of BT) who supply broadband, telephony and network products and services. Outside of the Group's LLU areas the Group uses BT Wholesale's IP stream "bitstream" product to provide broadband connectivity to end users. Failure by either Openreach or BT Wholesale in fact to provide its products to the Group on a fully equivalent basis, or changes to regulated prices, could have a material adverse effect on the Group's business.
Openreach is deploying next generation access networks to some UK households based on fibre. Openreach is required by Ofcom to sell wholesale fibre access services on a fully equivalent basis. However, the price of these services is not regulated by Ofcom. Should a significant proportion of customers wish to buy fibre based broadband in future, changes in the availability, price or terms of these wholesale fibre access services could have a material adverse effect on the Group's business.
The Group undertakes significant capital expenditure projects, including technology and property projects.
The Group is currently involved in capital expenditure projects including infrastructure projects. As is common with such projects, there is a risk that the Group's capital expenditure projects may not be completed as envisaged, either within the proposed timescales or budgets, or that the anticipated business benefits of the projects may not be fully achieved.
The Group, in common with other service providers that include third party services which the Group retails, relies on intellectual property and proprietary rights, including in respect of programming content, which may not be adequately protected under current laws or which may be subject to unauthorised use.
The Group's services largely comprise content in which it owns, or has licensed, the intellectual property rights, delivered through a variety of media, including broadcast programming, interactive television services and the internet. The Group relies on trademark, copyright and other intellectual property laws to establish and protect its rights over this content. However, the Group cannot be certain that its rights will not be challenged, invalidated or circumvented or that it will successfully renew its rights. Third parties may be able to copy, infringe or otherwise profit from the Group's rights or content which it owns or licenses, without the Group's, or the rights holder's, authorisation. These unauthorised activities may be more easily facilitated by the internet. In addition, the lack of internet-specific legislation relating to trademark and copyright protection creates an additional challenge for the Group in protecting its rights relating to its online businesses and other digital technology rights.
The Group generates wholesale revenue principally from one customer.
The Group currently derives its wholesale revenue principally from one customer, VM. Economic or market factors, regulatory intervention, or a change in strategy relating to the distribution of the Group's channels, may adversely influence the Group's wholesale revenue and other revenue which the Group receives from VM in connection with supply of the Sky Premium and Basic Channels which may negatively affect the Group's business.
The Group is subject to a number of medium and long-term obligations.
The Group is party to a number of medium and long-term agreements and other arrangements (including in respect of programming and transmission, for example, its transponder agreements) which impose financial and other obligations upon the Group. If the Group is unable to perform any of its obligations under these agreements and/or arrangements, it could have a material adverse effect on the Group's business.
Transactions with related parties and major shareholders
The Annual Report 2010 contains the following statements in note 30 to the consolidated financial statements regarding details of certain related party transactions.
a) Entities with joint control or significant influence
The Group conducts business transactions with companies that are part of the News Corporation group ("News Corporation"), a major shareholder:
|
2010 |
2009 |
|
£m |
£m |
Supply of services by the Group |
32 |
40 |
Purchases of goods or services by the Group |
(197) |
(212) |
Amounts owed by related parties to the Group |
3 |
- |
Amounts owed to related parties by the Group |
(70) |
(69) |
Services supplied to News Corporation
During the year, the Group supplied programming, telephony, airtime, transmission, marketing, consultancy services and set-top boxes to News Corporation.
Purchases of goods and services and certain other relationships with News Corporation
During the year, the Group purchased programming, digital equipment, smartcards and encryption services, set-top box technologies, advertising, IT services and rental premises from News Corporation companies.
In March and April 2003, News Corporation Finance Trust II, which is controlled by News Corporation, issued and sold 0.75% Beneficial Unsecured Exchangeable Securities ("BUCS"), in a private placement to certain institutions. Each BUCS was exchangeable on or after 2 April 2004, for the value of reference shares, which initially consisted of 77.09 ordinary shares of the Company for each US$1,000 original liquidation preference of BUCS. Pursuant to a right of redemption granted to BUCS holders, on 15 March 2010, News Corporation redeemed for cash 98.6% of the outstanding BUCS. On 14 April 2010, News Corporation redeemed for cash the remaining BUCS outstanding. By reason of these redemptions, the BUCS are no longer outstanding.
In November 1996, a trust controlled by News Corporation issued a security consisting of Trust Originated Preferred Securities ("TOPrS") issued by another News Corporation-controlled trust, together with warrants issued by News America, a subsidiary of News Corporation. The warrants entitled the holders to purchase the Company's ordinary shares, or American Depositary Shares ("ADSs") representing the Company's ordinary shares, from News America. On 19 April 2010, News America redeemed for cash all the outstanding TOPrS and warrants. By reason of the redemption, the TOPrS and warrants are no longer outstanding.
News Corporation has entered into an agreement with the Group pursuant to which it has been agreed that, for so long as News Corporation directly or indirectly holds an interest of 30% or more in the Group, News Corporation will not engage in the business of satellite broadcasting in the UK or Ireland.
On 15 June 2010 News Corporation announced a proposal relating to a possible offer for the entire issued share capital of the Company not already owned by News Corporation ("the Proposal").
The Company announced on the same date that the Proposal, which is not a formal offer, is subject to regulatory and financing pre-conditions, which add considerable uncertainty to when and whether any formal offer could be made and that the Independent Directors of the Company, who have been so advised by Morgan Stanley and UBS Investment Bank, unanimously considered the terms of the Proposal to undervalue significantly the Company.
News Corporation has confirmed that the Proposal does not amount to a firm intention to make an offer under Rule 2.5 of the Takeover Code and that there can be no certainty that any offer will ultimately be made even if the pre-conditions are satisfied or waived. There is no obligation on News Corporation to make such an offer and therefore it can withdraw the Proposal at its sole discretion at any time.
Recognising that an offer from News Corporation could be in the interests of the Company's shareholders in the future, and that obtaining any necessary merger clearances would facilitate such an offer, the Company has agreed to co-operate with News Corporation in seeking those clearances from the relevant authorities.
To that end, the Company and News Corporation have entered into an agreement which also covers the following matters:
• The Company has agreed that it shall not request that the Takeover Panel issue a "Put up or shut up" notice on News Corporation pursuant to Rule 2.4(b) of the City Code on Takeovers and Mergers unless it is in material breach of the agreement.
• News Corporation has agreed that until the earlier of two months following receipt of merger clearance, payment of the £38.5 million fee below and 31 December 2011, it shall not acquire or offer to acquire an interest in the Company's shares or take action that would require it to make a takeover or similar transaction in respect of the Group's shares without the consent of the Independent Directors. Further, until the earlier of five months following receipt of merger clearance, payment of the £38.5 million fee below and 31 December 2011, any offer must be subject to a minimum acceptance threshold of 70% (including the shares owned by News Corporation).
• If merger clearance is not granted or granted subject to a material remedy, then News Corporation will reimburse the Company for costs incurred up to a maximum of £20 million. Further, if News Corporation either receives merger clearance unconditionally or subject to non-material remedies prior to 31 December 2011 and fails to make a firm offer within five months thereafter, or announces prior to obtaining merger clearance that it does not intend to make a firm offer, then News Corporation will pay the Company a fee of £38.5 million, representing 0.5% of the value of the Proposal.
b) Joint ventures and associates
Transactions between the Group and its subsidiaries, which are related parties, have been eliminated on consolidation and are not disclosed in this note. Transactions between the Group and its joint ventures and associates are disclosed below.
Transactions between the Company and its subsidiaries, joint ventures and associates are disclosed in the Company's separate financial statements.
|
2010 |
2009 |
|
£m |
£m |
Supply of services by the Group |
13 |
15 |
Purchases of goods or services by the Group |
(55) |
(51) |
Amounts owed by joint ventures and associates to the Group |
26 |
24 |
Amounts owed to joint ventures and associates by the Group |
(4) |
(3) |
Services supplied are primarily the provision of transponder capacity, marketing, airtime sales and support services. Purchases represent fees payable for channel carriage. Amounts owed by joint ventures and associates include £20 million (2009: £19 million) relating to loan funding. These loans bear interest at rates of three month LIBOR plus 0.45%, six month LIBOR plus 1.5% and one month and six month LIBOR plus 1%. The maximum amount of loan funding outstanding in total from joint ventures and associates during the year was £20 million (2009: £19 million).
The Group took out a number of forward exchange contracts with counterparty banks during the year on behalf of the joint ventures Chelsea Digital Media Limited and AETN UK. On the same dates as these forward contracts were entered into, the Group entered into equal and opposite contracts with the joint ventures in respect of these forward contracts.
The Group was not exposed to any of the net gains or losses on these forward contracts. The face value of forward exchange contracts that had not matured as at 30 June 2010 was £1 million (2009: £3 million).
During the year, US$3 million (2009: US$9 million) was paid to the joint ventures upon maturity of forward exchange contracts and US$2 million (2009: US$2 million) was received from joint ventures upon maturity of forward exchange contracts.
During the year, £2 million (2009: £4 million) was received from the joint ventures upon maturity of forward exchange contracts, and £2 million (2009: £1 million) was paid to the joint ventures upon maturity of forward exchange contracts.
c) Other transactions with related parties
A close family member of one Director of the Company who served during the year has a controlling interest in Shine Limited ("Shine"), in which the Group has a 13% equity shareholding. During fiscal 2009, Shine conducted an equity raising as part of the funding for the acquisition of Metronome Film & Television AB. The Group participated in the equity raising, acquiring a further 21,700 shares of the issued share capital of Shine for cash consideration of £19 million. During the year, the Group incurred programming and production costs for television of £6 million (2009: £10 million) from Shine. At 30 June 2010, there were no outstanding amounts (2009: nil) due to Shine.
A close family member of one Director of the Company runs Freud Entertainment Limited, which has provided external support to the press and publicity activities of the Group. During the year the Group incurred expenditure amounting to £1 million (2009: £1 million). At 30 June 2010 there were no outstanding amounts (2009: nil) due to or from Freud Entertainment Limited.
In addition to the foregoing, the Group has engaged in a number of transactions with companies of which some of the Company's Directors are also directors.
d) Key management
The Group has a related party relationship with the Directors of the Group. At 30 June 2010, there were 14 (2009: 14) members of key management all of whom were Directors of the Company. Key management compensation is disclosed in note 8b.
Forward-looking statements
This document contains certain forward-looking statements with respect to our financial condition, results of operations and business, and our strategy, plans and objectives. These statements include, without limitation, those that express forecasts, expectations and projections, such as forecasts, expectations and projections with respect to the potential for growth of free-to-air and pay television, fixed line telephony, broadband and bandwidth requirements, advertising growth, Direct-to-Home ("DTH") customer growth, Multiroom, Sky+, Sky+HD and other services' penetration, churn, DTH and other revenue, profitability and margin growth, cash flow generation, programming costs, subscriber management and supply chain costs, administration costs and other costs, marketing expenditure, capital expenditure programmes and proposals for returning capital to shareholders.
Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, these statements (and all other forward-looking statements contained in this document) are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or implied or forecast in the forward-looking statements. These factors include, but are not limited to, the fact that we operate in a highly competitive environment, the effects of laws and government regulation upon our activities, our reliance on technology, which is subject to risk, change and development, failure of key suppliers, our ability to continue to obtain exclusive rights to movies, sports events and other programming content, risks inherent in the implementation of large-scale capital expenditure projects, our ability to continue to communicate and market our services effectively, and the risks associated with our operation of digital television transmission in the United Kingdom ("UK") and Republic of Ireland ("Ireland").
Information on the significant risks and uncertainties associated with our business is described in "Directors' report -Review of the business -Principal risks and uncertainties" in this document. No part of these results constitutes, or shall be taken to constitute, an invitation or inducement to invest in the Company or any other entity and must not be relied upon in any way in connection with any investment decision. All forward looking statements in this document are based on information known to us on the date hereof. Except as required by law, we undertake no obligation publicly to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Related Shares:
Sky