26th Aug 2008 07:00
UTV Media plc
("UTV" or "the Company" or "the Group")
Interim Results
for the six months ended 30 June 2008
Financial highlights:
* Group turnover up 8% to ‚£62.0m (2007 : ‚£57.2m) * Pre-tax profits before exceptional items up by 12% to ‚£10.4m (2007 : ‚£9.3m) * Increase in non-television operating profits up 32% to ‚£9.9m (2007 : ‚£7.5m) * Radio operating profit up 31% to ‚£9.0m (2007 : ‚£6.8m) * Television operating profits down 15% to ‚£4.7m (2007 : ‚£5.5m) * New Media operating profits up by 51% to ‚£0.9m (2007 : ‚£0.6m) * Interim dividend of 3.30p (2007: 5.20p).
Operational Highlights
* Radio revenue up by 15% to ‚£36.4m (2007 : ‚£31.5m) * GB Radio revenue up by 5% to ‚£25.0m (2007 : ‚£23.7m) with talkSPORT revenue up by 18% to ‚£12.1m (2007 : ‚£10.2m) * Irish radio revenue up by 47% to ‚£11.4m (2007 : ‚£7.8m) with like for like revenue growing by 24% to ‚£9.4m (2007 : ‚£7.8m) * Television advertising revenue reduced by 4% to ‚£18.3m (2007 : ‚£19.1m) * New media revenue up by 15% from ‚£5.0m to ‚£5.8m * Acquisition of FM104 the leading independent commercial radio station in Dublin * Acquisition of Tibus a leading Irish web development company
John McCann, Group Chief Executive, UTV Media plc, said:
"Good news stories about media companies are rare at the moment, however the group is pleased to announce significant growth in both turnover and pre-tax profits in the first half of 2008. I am particularly pleased to report strong performances in both our radio and new media divisions. This is further indication that the group's decision to diversify away from a pure television offering was indeed the right one. This strategy has been key to protecting the group against the current market volatility and leaves us well placed to take advantage of opportunities arising from an upturn.
"While advertising remains a difficult environment, we expect to markedly outperform our peer group over the next quarter. With a strong management structure and clear strategic vision, we are confident in the group's ability to deliver robust revenue and profit figures in the face of uncertain macro economic conditions."
Key Dates
* 5 September 2008 : record date for payment of dividends * 6 October 2008 : payment of dividends
For further information contact:
Maitland +44 (0) 20 7379 5151Anthony SilvermanRowan Brown
UTV Media plc John McCann Group Chief Executive +44 (0) 28 9026 2202 Jim Downey Group Finance Director +44 (0) 28 9026 2176 Orla McKibbin Head of Communications +44 (0) 28 9026 2188
Chairman's StatementBackground
It is pleasing to be able to report a further improvement in pre-tax profits, before exceptional items, which have risen by 12% to ‚£10.4m (2007 : ‚£9.3m) in the first six months of the year.
Those six months were dominated by headlines about the credit crunch, sharply increasing commodity prices and fears about the health of the economy. Media analysts focused upon the impact of these factors on advertising revenue and especially on media companies with operational and financial gearing.
As media share prices were downgraded, we re-affirmed the continuing out performance of our trading in an Interim Management Statement released on 16 May 2008. Nevertheless, in the light of investor concerns about high financial gearing, we decided that, on balance, it would be prudent to reduce our debt levels through a rights issue and to accelerate the process of refinancing. The rights issue, which raised ‚£49.9m, and the re-financing were undertaken in the most volatile of markets but were successfully concluded by the middle of July, securing debt funding through until 2013.
Debt funding was used to finance our strategy of diversifying away from a pure television business. The merits of that strategy are evident in today's results which show a 32% increase in non-television operating profits to ‚£9.9m (2007 : ‚£7.5m) compared to a 15% decline in television operating profits to ‚£4.7m (2007 : ‚£5.5m).
The scale of the transformation in your company's activities is even more marked when reference is made back to the first six months of the year 2000 when television contributed ‚£6.9m of operating profits, our fledgling new media business incurred losses of ‚£0.3m and our radio business was yet to come into existence. Despite a ‚£2.2m reduction in television operating profit, earnings per share increased by 58% from 8.68p to 13.75p over that 8 year period.
I have taken the time to reflect upon the changing nature of the group because in current times, where debt tends to be regarded as intrinsically bad, it is easy to forget that in recent years the continued growth and success of your company was founded upon acquisition, which, until this year, was entirely funded by debt, without recourse to any additional shareholder funding. The sudden and dramatic upheaval in the credit markets, and the deterioration in the economy, have prompted us to re-balance equity and debt, but the quality of the earnings now generated through the debt facility continues to enable us to create long-term shareholder value.
Results
Group turnover in the first half was up by 8% to ‚£62.0m (2007 : ‚£57.2m). Operating profit, including associates, before exceptional items was up by 12% to ‚£14.6m (2007 : ‚£13.0m), with radio operating profit climbing by 31% to ‚£9.0m (2007 : ‚£6.8m). New media operating profit also jumped by 51% to ‚£0.9m (2007 : ‚£0.6m) but television operating profit was down by 15% to ‚£4.7m (2007 : ‚£5.5m). After net interest charges of ‚£4.2m (2007 : ‚£3.7m), pre-tax profits before exceptional items were up by 12% to ‚£10.4m (2007 : ‚£9.3m).
Dividend
Your Board has operated a progressive dividend policy which, in the period of acquisition between 2000 and 2007, has seen dividends grow by 55%. We continue to place a healthy dividend at the centre of our efforts to drive shareholder value. Nevertheless, we are mindful that in uncertain economic conditions and having just raised equity from our shareholders, we should be prudent in conserving cash in so far as that is consistent with our broader objectives. Therefore, we have adopted a policy which would incorporate a dividend cover ratio in the range 1.75 - 2.0 times. We are declaring an interim dividend of 3.30p which will be paid on 6 October 2008 to all shareholders on the Register at the close of business on 5 September 2008.
Radio
Our radio business performed strongly in the first half, with revenue up by 15% to ‚£36.4m (2007 : ‚£31.5m). In Ireland, our radio revenue was up by 47% to ‚£ 11.4m (2007 : ‚£7.8m) with like for like revenue growing by 24% to ‚£9.6m (2007 : ‚£7.8m). Like for like revenue growth was also robust in local currency, increasing by 9% in the period. Our new radio station in Belfast, U105, continued to make good progress and losses were down from ‚£0.4m to ‚£0.3m. With strong revenue growth, reduced losses at U105, and the acquisition of FM104 in Dublin on 10 April 2008, operating profits from our Irish radio division were up by over 65% to ‚£3.6m (2007 : ‚£2.2m).
Our GB radio division also performed well with revenue up by 5% to ‚£25.0m (2007 : ‚£23.7m) compared to the total radio market in the UK being down by 3%. talkSPORT's performance was particularly good with revenue up by 18% to ‚£12.1m (2007 : ‚£10.2m). Revenue at our local radio stations was softer, recording a 5% decrease to ‚£12.9m (2007 : ‚£13.5m), which was broadly in line with the local radio market across the UK.
Losses at our new radio station in Edinburgh reduced from ‚£0.9m to ‚£0.6m, in line with a plan to break even by the end of 2009. Operating profits from our GB radio division were up by 15% to ‚£5.4m (2007 : ‚£4.7m).
Television
Our television division continued to be linked to the fortunes of ITV1 where a weak marketplace coupled with the effects of Contract Rights Renewal resulted in a 3% decline in advertising revenue. Over the last few years, we have consistently outperformed ITV1 on an annual basis, increasing our share of ITV1's revenues from 1.91% in the first six months of 2000 to 2.91% in the first six months of 2008. Despite this, we have recorded quarters of underperformance and this was the case in the period under review when our advertising revenue reduced by 4% to ‚£18.3m (2007 : ‚£19.1m). As I outline below, this underperformance is expected to be reversed in the third quarter. Television operating profits were down from ‚£5.5m to ‚£4.7m in the first half.
New Media
Our strategic review of this division in 2007, caused us to focus more on content delivery. As a result, on 12 February 2008, we purchased Tibus, a local company specialising in developing websites for a wide range of customers across Ireland. We also put greater emphasis on achieving higher margins in broadband and telephony services and exited some lower yielding contracts. Revenue was up by 15% from ‚£5.0m to ‚£5.8m and operating profits were up by 51% to ‚£0.9m (2008 : ‚£0.6m) in the first six months.
Prospects
Your company continues to perform well in an economic environment which is challenging. In GB radio, our advertising revenue in the third quarter is expected to be flat compared to an industry decline of 9%.
In Irish radio, our advertising revenue in the third quarter is forecast to be up by 66% and by 17% on a like for like basis. In local currency this like for like growth is expected to be 1% in the three months to 30 September 2008.
During this period, the television advertising market in the UK is expected to be down by 9%, with ITV1 predicted to be down by 13% in the quarter. Our television advertising revenue is also expected to be down but we will significantly outperform our peers with an anticipated 5% reduction in the current three months. Our new media division is also expected to perform well with forecast revenue growth of 15% in the quarter.
With such considerable uncertainty about global and national economies, it is difficult to predict the rest of the year with any degree of confidence. However, while we are not immune to the chill economic winds, we are confident of our ability to extract maximum value from the assets at our disposal and to continue to outperform our peer groups in the various markets in which we operate.
John B McGuckianChairman26 August 2008Risks and uncertainties
The 2007 Annual Report sets out the most significant risk factors relating to UTV's operations in the Company's judgement at the time of that report. UTV does not consider that these principal risks and uncertainties have changed. However additional risks and uncertainties not currently known to UTV, or that UTV does not currently deem material, may also have an adverse effect on its business.
With respect to the risks and uncertainties identified within the Annual Report, the Chairman's statement highlights those risks and uncertainties that will have significant impact throughout 2008.
Group Income Statementfor the six months ended 30 June 2008 Results Results before before Exceptional Exceptional Exceptional Exceptional Items Items Total Items Items Total 30 30 30 30 30 30 June June June June June June Notes 2008 2008 2008 2007 2007 2007 ‚£000 ‚£000 ‚£000 ‚£000 ‚£000 ‚£000 Continuing operations Revenue 3 62,019 - 62,019 57,178 - 57,178 Operating costs (47,560) - (47,560) (44,304) (307) (44,611) ------ ------ ------ ------ ------ ------ Operating profit 3 14,459 - 14,459 12,874 (307) 12,567from continuing operations before tax and finance costs Exceptional costs 4 - (547) (547) - - - Share of results of 101 - 101 116 - 116associates accounted for using the equity method ------ ------ ------ ------ ------ ------ Profit from continuing 14,560 (547) 14,013 12,990 (307) 12,683operations before tax and finance costs Finance revenue 188 - 188 534 - 534 Finance costs (4,459) - (4,459) (4,265) - (4,265) Foreign exchange gain 78 - 78 27 - 27 ------ ------ ------ ------ ------ ------ Profit before tax 10,367 (547) 9,820 9,286 (307) 8,979 Taxation (2,313) 153 (2,160) (2,212) 1,480 (732) ------ ------ ------ ------ ------ ------ Profit for the period 8,054 (394) 7,660 7,074 1,173 8,247 ------- ------- ------- ------- ------- ------- Attributable to: Equity holders of the 7,923 (394) 7,529 7,044 1,173 8,217parent Minority interests 131 - 131 30 - 30 ------ ------ ------ ------ ------ ------ 8,054 (394) 7,660 7,074 1,173 8,247 ------- ------- ------- ------- ------- -------- 2008 2007 Earnings per share Diluted 6 13.06p 14.89p Basic 6 13.08p 15.00p Adjusted 6 13.77p 12.86p Diluted adjusted 6 13.75p 12.76p ------- ------- ‚£000 ‚£000 Dividends Declared and paid during the 5 period 8.30p per share (2007: 8.00p) 4,759 4,384 ------- -------Group Statement of Recognised Income and Expensefor the six months ended 30 June 2008 30 30 June June Note 2008 2007 ‚£000 ‚£000 Income and expenses recognised directly in equity Exchange difference on translation of foreign 2,964 29operations Net actuarial (loss)/gain on defined benefit (3,640) 5,520pension schemes Profit on cash flow hedges taken to equity 970 1,133 Tax on items taken directly to or transferred from 577 (1,715)equity ------- ------- Net income recognised directly to equity 871 4,967 Profit for the period 7,660 8,247 ------- ------- Total recognised income and expense 8,531 13,214 ------- ------- Attributable to: Equity holders of the parent 12 8,400 13,184 Minority interests 12 131 30 ------- ------- 12 8,531 13,214 ------- -------Group Balance Sheetas at 30 June 2008 30 30 31 June June December Notes 2008 2007 2007 ‚£000 ‚£000 ‚£000 ASSETS Non-current assets Property, plant and equipment 7 10,589 10,626 10,452 Intangible assets 251,598 184,532 189,628
Investments accounted for using the equity method 298 197 198
Other investments 300 32 300 Deferred tax asset 16,078 18,634 17,060 Pension surplus - 1,842 - ------- ------- ------- 278,863 215,863 217,638 ------- ------- ------- Current assets Inventories 480 700 493 Trade and other receivables 28,658 25,839 27,931 Financial assets 1,872 2,712 902 Cash and short term deposits 8,144 5,509 10,237 ------- ------- ------- 39,154 34,760 39,563 ------- ------- ------- TOTAL ASSETS 318,017 250,623 257,201 ------- ------- ------- EQUITY AND LIABILITIES Equity attributable to equity holders of the parent Equity share capital 8,086 8,327 8,086 Capital redemption reserve 50 - 50 Treasury Shares (998) (360) (740) Foreign currency reserve 4,317 (1,566) 1,353 Cash flow hedge reserve 1,872 2,712 902 Retained earnings 60,695 54,211 61,405 ------- ------- ------- 74,022 63,324 71,056 Minority interest 443 190 312 ------- ------- ------- TOTAL EQUITY 12 74,465 63,514 71,368 ------- ------- ------- Non-current liabilities Interest bearing loans and borrowings 9 112,026 108,929 107,032 Pension liability 11 4,225 - 1,861 Provisions 923 1,135 910 Deferred tax liabilities 49,454 39,260 38,420 ------- ------- ------- 166,628 149,324 148,223 ------- ------- ------- Current liabilities Trade and other payables 29,923 26,066 25,103 Current portion of interest bearing loans 9 45,005 10,030 10,391and borrowings Tax payable 1,545 1,534 1,697 Provisions 451 155 419 ------- ------- ------- Net current liabilities 76,924 37,785 37,610 ------- ------- ------- TOTAL LIABILITIES 243,552 187,109 185,833 ------- ------- ------- TOTAL EQUITY AND LIABILITIES 318,017 250,623 257,201 ------- ------- -------Group Cash Flow Statementfor the six months ended 30 June 2008 30 30 June June Note 2008 2007 ‚£000 ‚£000 Operating activities Cash generated from operations before exceptional 17,141 13,545costs Discretionary pension payment (950) - Exceptional costs (730) (357) Tax paid (605) (259) -------- -------- Net cash inflow from operating activities 14,856 12,929 -------- -------- Investing activities Interest received 208 517 Proceeds on disposal of property, plant and equipment - 43 Purchase of property, plant and equipment (568) (680) Income from investments - 30 Payment to acquire investments (44,929) (300) Income from sale of shareholding in a joint venture - 257 -------- -------- Net cash flows from investing activities (45,289) (133) -------- -------- Financing activities Borrowing costs (4,929) (4,100) Proceeds from exercise of share options - 107 Dividends paid to equity holders of the parent (4,759) (4,384) Dividends paid to minority shareholders of - (55)subsidiaries Repayment of borrowings (475) (6,754) Proceeds from borrowings 38,705 - Acquisition of treasury shares (258) - -------- -------- Net cash flows used in financing activities 28,284 (15,186) -------- -------- Net decrease in cash and cash equivalents (2,149) (2,390) Net foreign exchange differences 56 2 Cash and cash equivalents at 1 January 10,237 7,897 -------- -------- Cash and cash equivalents at 30 June 10 8,144 5,509 -------- --------Notes to the accounts1. Basis of preparation
The interim financial statements have been prepared in accordance with the Disclosure and Transparency Rules of the Finance Services Authority and with IAS 34, "Interim financial reporting" as adopted by the European Union.
In addition the interim financial statements have been prepared on a basis consistent with the accounting policies adopted for the year ended 31 December 2007 and in accordance with the accounting policies that the directors anticipate will be complied with in the annual financial statements. These policies are set out in the Group's Annual Report and Accounts for the year ended 31 December 2007.
The interim results are unaudited and do not constitute full accounts within the meaning of Article 262 of the Companies (Northern Ireland) Order 1986. The auditors have issued an unqualified report on the Company's full accounts for the year ended 31 December 2007, which were prepared under IFRS, as endorsed by the EC, and have been filed with the registrar of Companies.
2. Seasonality and cyclicality
There is no significant seasonality or cyclicality affecting the interim results of the operations.
3. Segmental analysis
The following is an analysis of the revenue and results for the period, analysed by business segment, the Group's primary basis of segmentation.
Revenue
Six months ended 30 June 2008 Radio New Radio GB Ireland Television Media Total ‚£000 ‚£000 ‚£000 ‚£000 ‚£000 Sales to third parties 24,949 11,395 19,883 5,792 62,019 Intersegmental sales 517 574 607 - 1,698 ------- ------- ------- ------- ------ Total segmental revenue 25,466 11,969 20,490 5,792 63,717 ------- ------- ------- ------- ------ Six months ended 30 June 2007 Radio New Radio GB Ireland Television Media Total ‚£000 ‚£000 ‚£000 ‚£000 ‚£000 Sales to third parties 23,739 7,750 20,648 5,041 57,178 Intersegmental sales 499 335 461 30 1,325 ------- ------- ------- ------- ------- Total segmental revenue 24,238 8,085 21,109 5,071 58,503 ------- ------- ------- ------- -------ResultsSix months ended 30 June 2008 Radio New Radio GB Ireland Television Media Total ‚£000 ‚£000 ‚£000 ‚£000 ‚£000 Operating profit for the 5,246 3,587 4,705 921 14,459period before exceptional costs Exceptional items allocable (59) (105) (383) - (547)to a business segment Share of results of 101 - - - 101associates ------- ------- ------- ------- ------ Profit from continuing 5,288 3,482 4,322 921 14,013operations before tax and finance costs ------- ------- ------- ------- Net finance costs (4,271) Foreign exchange gain 78 ------ Profit before tax 9,820 Taxation (2,160) ------ Net profit for the period 7,660 ------ Six months ended 30 June 2007 Radio New Radio GB Ireland Television Media Total ‚£000 ‚£000 ‚£000 ‚£000 ‚£000 Operating profit for the 4,548 2,169 5,549 608 12,874period before exceptional costs Exceptional items allocable - - (307) - (307)to a business segment Share of results of 116 - - - 116associates ------- ------- ------- ------- ------ Profit from continuing 4,664 2,169 5,242 608 12,683operations before tax and finance costs ------- ------- ------- ------- Net finance costs (3,731) Foreign exchange gain 27 ------ Profit before tax 8,979 Taxation (732) ------ Net profit for the period 8,247 ------Assets and Liabilities
Six months ended 30 June 2008
The material changes in segmental assets and liabilities from the information disclosed in the 2007 annual report and accounts are as highlighted below:
i. An increase of ‚£62.0m in intangibles due to the acquisition of FM104 and
Tibus (detailed further in note 8)
ii. An increase of ‚£2.4m in the pension deficit (detailed further in note 11)
iii. An increase of ‚£34.6m in the current portion of interest bearing loans and
borrowings due to the new facility entered into during the period (detailed
further in note 9) 4. Exceptional items 30 30 June June 2008 2007 ‚£000 ‚£000 Restructuring costs (547) - Costs associated with aborted transactions - (307) Tax credit associated with exceptional costs 153 92
Gain on net deferred tax liability due to future UK corporation - 1,388 tax being 28% which was incorporated in the 2007 Finance Act
------- ------- (394) 1,173 ------- -------5. Dividends 30 30 June June 2008 2007 ‚£000 ‚£000 Equity dividends on ordinary shares Declared and paid during the period Final for 2007: 8.30p (2006: 8.00p) 4,759 4,384 ------- ------- Proposed but not recognised as a liability at 30 June Interim for 2008: 3.30p 3,165 ------- 6. Earnings per share
Basic earnings per share is calculated based on the profit for the period after exceptional items and on the weighted average number of shares in issue during the period. Adjusted earnings per share is calculated based on the profit for the period before exceptional items and on the weighted average number of shares in issue during the period.
Diluted earnings per share is calculated based on the profit for the period andon the weighted average number of shares adjusted to reflect the dilutivepotential of the Share Option Schemes. The impact of these are summarisedbelow.Net profit 30 30 June June 2008 2007 ‚£000 ‚£000 Net profit attributable to equity holders 7,529 8,217 ------- ------- 30 30 June June 2008 2007 ‚£000 ‚£000 Net profit attributable to equity holders 7,529 8,217 Exceptional costs 547 307 Taxation relating to exceptional items (153) (92) Restatement of deferred tax to 28% - (1,388) ------- ------- Net profit attributable to ordinary shareholders for 7,923 7,044adjusted earnings per share ------- ------- Weighted average number of shares 30 30 June June 2008 2007 Thousands Thousands
Weighted average number of shares for basic earnings per 57,542 54,777 share
Effect of dilution of share options 90 407 ------- -------
Adjusted weighted average number of ordinary shares for 57,632 55,184 diluted earnings per share
------- -------
7. Property, plant and equipment
During the period, the Group spent ‚£568,000 on capital additions.
8. Business combinations
(a) Tibus
On 12 February 2008 the Group acquired the entire issued share capital of The Internet Business Limited (trading as `Tibus'). The acquisition was effected through Holbeck Enterprises Limited, a dormant holding company which owns 100% of the issued share capital of Tibus. The total consideration for the acquisition is up to ‚£5m financed from existing facilities.
The investment in Tibus has been included in the Company's balance sheet at its provisional fair value at the date of acquisition.
(b) FM104
On 10 April 2008 the Group acquired the entire issued share capital of Capital Radio Productions plc and Babstova plc (trading as FM104) for a consideration of ‚£43,563,000 in cash (including costs).
The investment in Capital Radio Productions plc and Babstova plc has been included in the Company's balance sheet at its provisional fair value at the date of acquisition.
Analysis of the acquisition of FM104
Book Fair value values to Group ‚£000 ‚£000 Investments 25 25 Property, plant and equipment 126 126 Intangible assets - 53,308 Debtors 1,818 1,818 Bank 140 140 Creditors (1,192) (1,192) Deferred taxation liability - (10,662) -------- -------- Net assets 917 43,563 -------- -------- Discharged by: Cash 43,563 ------
From the date of acquisition to 30 June 2008, FM104 has contributed ‚£569,000 to the profit before tax of the Group. If the combination had taken place at the beginning of the year, FM104 would have contributed profit before tax in the period of ‚£1,417,000 to the Group and revenue of ‚£3,806,000.
9. Financial liabilities 30 30 31 June June December 2008 2007 2007 ‚£000 ‚£000 ‚£000 Current Current instalments due on bank loans 45,005 10,030 10,391 Non-current Non-current instalments due on bank loans 112,026 108,929 107,032 -------- -------- -------- Total 157,031 118,959 117,423 -------- -------- --------
The bank loans at 30 June 2008 are stated net of deferred financing costs amounting to ‚£1,163,000 (30 June 2007: ‚£959,000, 31 December 2007: ‚£777,000).
On the 13 March 2008 UTV Radio (ROI) Limited entered into a bi-lateral facility for the purposes of financing in part the FM104 acquisition. This facility is a ¢â€š¬47.6m term loan with a bullet repayment at maturity on 30 June 2009, or earlier if refinancing of the facilities takes place before this date.
10. Net debt 30 30 31 June June December 2008 2007 2007 ‚£000 ‚£000 ‚£000 Bank loans (158,194) (119,918) (118,200) Cash and short term deposits 8,144 5,509 10,237 -------- -------- -------- Net debt (150,050) (114,409) (107,963) -------- -------- --------11. Pension schemes
The IAS 19 deficit at 30 June 2008 is ‚£4,225,000 compared with a deficit of ‚£ 1,861,000 at 31 December 2007. The increase in the deficit reflects considerable falls in equity values of the schemes by around 10% but cushioned on the liability side by the increase in the discount rate from 5.8% to 6.5%, although inflationary expectations have increased from 3.4% at 31 December 2007 to 3.75% at 30 June 2008. These movements were partially offset by a discretionary payment of ‚£950,000 over and above normal funding during the period.
12. Reconciliation of movements in equity
Equity Capital Foreign Cash flow Share share redemption Treasury currency hedge Retained holder capital reserve shares reserve reserve earnings equity ‚£000 ‚£000 ‚£000 ‚£000 ‚£000 ‚£000 ‚£000 Balance at 1 8,220 - (360) (1,595) 1,579 46,479 54,323January 2007 Exercise of 107 - - - - - 107share options Total - - - 29 1,133 12,022 13,184recognised income and expense in year Share based - - - - - 94 94payment Dividends - - - - - (4,384) (4,384) ------ ------ ------ ------ ------ ------ ----- Balance at 30 8,327 - (360) (1,566) 2,712 54,211 63,324June 2007 Exercise of - - - - - - -share options Acquisition - - (380) - - - (380)of treasury shares Capital 183,478 - - - - (183,478) -restructure Reduction in (189,065) 50 - - - 189,015 -capital Share placing 5,346 - - - - - 5,346 Total - - - 2,919 (1,810) 4,166 5,275recognised income and expense in the year Share based - - - - - 323 323payment Dividends - - - - - (2,832) (2,832)paid to equity shareholders ------ ------ ------ ------ ------ ------ ----- Balance at 31 8,086 50 (740) 1,353 902 61,405 71,056December 2007 Acquisition - - (258) - - - (258)of treasury shares Total - - - 2,964 970 4,466 8,400recognised income and expense in the year Share based (417) (417)payment Dividends - - - - - (4,759) (4,759)paid to equity shareholders ------ ------ ------ ------ ------ ------ ----- Balance at 30 8,086 50 (998) 4,317 1,872 60,695 74,022June 2008 ------ ------ ------ ------ ------ ------ ----- Shareholder Minority equity interest Total ‚£000 ‚£000 ‚£000 Balance at 1 January 2007 54,323 215 54,538 Exercise of share options 107 - 107
Total recognised income and expense in the year 13,184 30 13,214
Share based payment 94 - 94 Dividends (4,384) (55) (4,439) ------- ------ ------ Balance at 30 June 2007 63,324 190 63,514 Exercise of share options - - - Acquisition of treasury shares (380) - (380) Share placing 5,346 122 5,468
Total recognised income and expense in the year 5,275 - 5,275
Share based payment 323 - 323 Dividends paid to minority interests - - - Dividends paid to equity shareholders (2,832) - (2,832) ------- ------ ------ Balance at 31 December 2007 71,056 312 71,368 Acquisition of treasury shares (258) - (258)
Total recognised income and expense in the year 8,400 131 8,531
Share based payments (417) - (417) Dividends paid to minority interests - - - Dividends paid to equity shareholders (4,759) - (4,759) ------- ------ ------ Balance at 30 June 2008 74,022 443 74,465 ------- ------ ------
13. Related party transactions
The nature of related parties disclosed in the consolidated financial statements for the Group as at and for the year ended 31 December 2007 has not changed. There have been no significant related party transactions in the six month period ended 30 June 2008.
14. Post balance sheet events
RIGHTS ISSUE
On 15 July 2008 the company issued 38,361,011 shares by way of a Rights Issue raising approximately ‚£49.9 million. The Rights Issue was undertaken on the basis of 2 Rights Issue Shares for every 3 Existing Ordinary Shares held on 17 June 2008 at the Rights Issue Price of 130 pence per Rights Issue Share.
The net proceeds of the Rights Issue received by the Company has been used to reduce the Group's debt and consequently improve its overall gearing.
REFINANCING
In conjunction with the Rights Issue, on the 25 July 2008 the Group has put in place a revised banking facility by way of a new facility agreement which comprises a five year, ‚£95 million and ¢â€š¬50 million debt facility with the Bank of Ireland. This revised facility has been syndicated to a group of three banks comprising Barclays Bank, Allied Irish Bank and Ulster Bank.
Statement of directors' responsibilities
The interim management report is the responsibility of, and has been approved by, the directors of UTV Media plc. Accordingly, the directors confirm that to the best of their knowledge:
* the condensed set of financial statements has been prepared in accordance
with IAS 34 `Interim Financial Reporting' as adopted by the European Union;
* the interim management report includes a fair review of the information
required by the Disclosure and Transparency Rules:
- DTR 4.2R, being an indication of important events that have occurred during the first six months of the financial year and their impact on the condensed set of financial statements, and a description of the principal risks and uncertainties for the remaining six months of the year; and
- DTR 4.2R, being related party transactions that have taken place in the first six months of the current financial year and that have materially affected the financial position or performance of the entity during that period, and any changes in the related party transactions described in the last annual report that could do so.
By order of the Board:John McCannGroup Chief Executive26 August 2008
Independent Review Report to UTV Media plc
Introduction
We have been engaged by the Company to review the condensed set of financial statements in the half-yearly financial report for the 6 months ended 30 June 2008 which comprises the Group Income Statement, Group Balance Sheet, Group Cash Flow Statement, Group Statement of Recognised Income & Expense and the related notes 1 to 14. We have read the other information contained in the half yearly financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.
This report is made solely to the company in accordance with guidance contained in ISRE 2410 (UK and Ireland) "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Auditing Practices Board. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company, for our work, for this report, or for the conclusions we have formed.
Directors' Responsibilities
The half-yearly financial report is the responsibility of, and has been approved by, the directors. The directors are responsible for preparing the half-yearly financial report in accordance with the Disclosure and Transparency Rules of the United Kingdom's Financial Services Authority.
As disclosed in note 1, the annual financial statements of the group are prepared in accordance with IFRSs as adopted by the European Union. The condensed set of financial statements included in this half-yearly financial report has been prepared in accordance with International Accounting Standard 34, "Interim Financial Reporting", as adopted by the European Union.
Our Responsibility
Our responsibility is to express to the Company a conclusion on the condensed set of financial statements in the half-yearly financial report based on our review.
Scope of Review
We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Auditing Practices Board for use in the United Kingdom. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK and Ireland) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Conclusion
Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the half-yearly financial report for the 6 months ended 30 June 2008 is not prepared, in all material respects, in accordance with International Accounting Standard 34 as adopted by the European Union and the Disclosure and Transparency Rules of the United Kingdom's Financial Services Authority.
Ernst & Young LLPBelfast26 August 2008
vendorRelated Shares:
WLG.L